Exhibit 4.03


 


 



 


Tonix Pharmaceuticals Holding Corp.


 


and


 


VStock Transfer, LLC, as


 


Warrant Agent


 


 



 




Warrant Agency Agreement


 


Dated as of _________, 2019


 



     


     


    

 





WARRANT AGENCY AGREEMENT


 


WARRANT AGENCY AGREEMENT, dated as of _________,
2019 (“Agreement”), between Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”),
and VStock Transfer, LLC, a New York limited liability company (the “Warrant Agent”).


 


W I T N E S S E T H


 


WHEREAS, pursuant to a registered offering
by the Company of an aggregate of ___________ Class A Units (each, a “Class A Unit” and collectively, the “Class
A Units”), each Class A Unit consisting of one share of the Company’s common stock, par value $0.001 per share
(the “Common Stock”), and a warrant to purchase ___________ of Common Stock (each, a “Warrant”
and collectively, the “Warrants”), and an aggregate of ___________ Class B Units (each, a “Class B
Unit” and collectively, the “Class B Units”), each Class B Unit consisting of one share of Series
A Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”), and Warrants to purchase
up to [ ] shares of Common Stock, pursuant to an effective registration statement on Form S-1 (File No. 333-227228) (the “Registration
Statement”), the Company wishes to issue the Warrants in book entry form entitling the respective holders of the Warrants
(the “Holders”, which term shall include a Holder’s transferees, successors and assigns and “Holder”
shall include, if the Warrants are held in “street name,” a Participant (as defined below) or a designee appointed
by such Participant) to purchase an aggregate of up to ___________ shares of Common Stock upon the terms and subject to the conditions
hereinafter set forth (the “Offering”);


 


WHEREAS, the shares of Common Stock, Preferred
Stock and Warrants to be issued in connection with the Offering shall be immediately separable and will be issued separately, but
will be purchased together in the Offering; and


 


WHEREAS, the Company wishes the Warrant
Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance, registration,
transfer, exchange, exercise and replacement of the Warrants and, in the Warrant Agent’s capacity as the Company’s
transfer agent, the delivery of the Warrant Shares (as defined below).


 


NOW, THEREFORE, in consideration of the
premises and the mutual agreements herein set forth, the parties hereby agree as follows:


 


Section 1. Certain Definitions. For
purposes of this Agreement, the following terms have the meanings indicated:


 


(a) “Business Day” means
any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which the
New York Stock Exchange is authorized or required by law or other governmental action to close.


 


(b) “Close of Business”
on any given date means 5:00 p.m., New York City time, on such date; provided, however, that if such date is not
a Business Day it means 5:00 p.m., New York City time, on the next succeeding Business Day.


 


(c) “Person” means an individual,
corporation, association, partnership, limited liability company, joint venture, trust, unincorporated organization, government
or political subdivision thereof or governmental agency or other entity.


 


(d) “Warrant Certificate”
means a certificate issued to a Holder, representing such number of Warrant Shares as is indicated therein.


 


(e) “Warrant Shares” means
the shares of Common Stock underlying the Warrants and issuable upon exercise of the Warrants.


 



     


     


    

 


All other capitalized terms used but not otherwise
defined herein shall have the meaning ascribed to such terms in the Warrant.


 


Section 2. Appointment of Warrant Agent.
The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the terms and conditions hereof,
and the Warrant Agent hereby accepts such appointment. The Company may from time to time appoint a Co-Warrant Agent as it may,
in its sole discretion, deem necessary or desirable. The Warrant Agent shall have no duty to supervise, and will in no event be
liable for the acts or omissions of, any co-Warrant Agent.


 


Section 3. Global Warrants.


 


(a) The Warrants shall be issuable in book
entry form (the “Global Warrants”). All of the Warrants shall initially be represented by one or more Global
Warrants deposited with the Warrant Agent and registered in the name of Cede & Co., a nominee of The Depository Trust Company
(the “Depositary”), or as otherwise directed by the Depositary. Ownership of beneficial interests in the Warrants
shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its
nominee for each Global Warrant or (ii) institutions that have accounts with the Depositary (such institution, with respect to
a Warrant in its account, a “Participant”).


 


(b) If the Depositary subsequently ceases
to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding other
arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have
the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to
the Warrant Agent for cancellation each Global Warrant, and the Company shall instruct the Warrant Agent to deliver to each Holder
a Warrant Certificate.


 


(c) A Holder has the right to elect at any
time or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant Certificate Request Notice (as defined below).
Upon written notice by a Holder to the Warrant Agent for the exchange of some or all of such Holder’s Global Warrants for
a Warrant Certificate evidencing the same number of Warrants, which request shall be in the form attached hereto as Annex A
(a “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice
by the Holder, the “Warrant Certificate Request Notice Date” and the deemed surrender upon delivery by the Holder
of a number of Global Warrants for the same number of Warrants evidenced by a Warrant Certificate, a “Warrant Exchange”),
the Warrant Agent shall promptly effect the Warrant Exchange and shall promptly issue and deliver to the Holder a Warrant Certificate
for such number of Warrants in the name set forth in the Warrant Certificate Request Notice. Such Warrant Certificate shall be
dated the original issue date of the Warrants and shall be manually executed by an authorized signatory of the Company. In connection
with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent to deliver, the Warrant Certificate to the
Holder within three (3) Business Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant
Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for any reason to deliver
to the Holder the Warrant Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date,
the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced
by such Warrant Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request
Notice Date), $10 per Business Day (increasing to $20 per Business Day on the fifth Business Day after such liquidated damages
begin to accrue) for each Business Day after such Warrant Certificate Delivery Date until such Warrant Certificate is delivered
or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. The Company covenants and agrees
that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Warrant
Certificate and, notwithstanding anything to the contrary set forth herein, the Warrant Certificate shall be deemed for all purposes
to contain all of the terms and conditions of the Warrants evidenced by such Warrant Certificate and the terms of this Agreement,
other than Section 3(c), which shall not apply to the Warrants evidenced by a Warrant Certificate. In the event a beneficial owner
requests a Warrant Exchange, upon issuance of the paper Warrant Certificate, the Company shall act as warrant agent and the terms
of the paper Warrant Certificate so issued shall exclusively govern in respect thereof. For purposes of clarity, if there is a
conflict between the express terms of this Agreement and any Warrant Certificate with respect to the terms of the Warrants, the
terms of such Warrant Certificate shall govern and control.


 



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Section 4. Form of Warrant. The Warrants,
together with the form of election to purchase Common Stock (the “Exercise Notice”) and the form of assignment
to be printed on the reverse thereof, whether a Warrant Certificate or a Global Warrant, shall be substantially in the form of
Exhibit 1 hereto.


 


Section 5. Countersignature and Registration.
The Warrants shall be executed on behalf of the Company by its Chief Executive Officer or Chief Financial Officer, either manually
or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by
the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrants shall be countersigned
by the Warrant Agent either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned.
In case any officer of the Company who shall have signed a Warrant shall cease to be such officer of the Company before countersignature
by the Warrant Agent and issuance and delivery by the Company, such Warrant, nevertheless, may be countersigned by the Warrant
Agent, issued and delivered with the same force and effect as though the person who signed such Warrant had not ceased to be such
officer of the Company; and any Warrant may be signed on behalf of the Company by any person who, at the actual date of the execution
of such Warrant, shall be a proper officer of the Company to sign such Warrant, although at the date of the execution of this Warrant
Agreement any such person was not such an officer.


 


The Warrant Agent will keep or cause to
be kept, at one of its offices, or at the office of one of its agents, books for registration and transfer of the Warrant Certificates
issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number
of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant
Agent will create a special account for the issuance of Warrant Certificates.


 


Section 6. Transfer, Split Up, Combination
and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates. Subject to the provisions
of the Warrant and the last sentence of this first paragraph of Section 6 and subject to applicable law, rules or regulations,
or any “stop transfer” instructions the Company may give to the Warrant Agent, at any time after the closing date of
the Offering, and at or prior to the Close of Business on the Termination Date, any Warrant Certificate or Warrant Certificates
or Global Warrant or Global Warrants may be transferred, split up, combined or exchanged for another Warrant Certificate or Warrant
Certificates or Global Warrant or Global Warrants, entitling the Holder to purchase a like number of shares of Common Stock as
the Warrant Certificate or Warrant Certificates or Global Warrant or Global Warrants surrendered then entitled such Holder to purchase.
Any Holder desiring to transfer, split up, combine or exchange any Warrant Certificate or Global Warrant shall make such request
in writing delivered to the Warrant Agent, and shall surrender the Warrant Certificate or Warrant Certificates to be transferred,
split up, combined or exchanged at the principal office of the Warrant Agent, provided that no such surrender is applicable to
the Holder of a Global Warrant. Any requested transfer of Warrants, whether a Global Warrant or a Warrant Certificate, shall be
accompanied by reasonable evidence of authority of the party making such request that may be required by the Warrant Agent. Thereupon
the Warrant Agent shall, subject to the last sentence of this first paragraph of Section 6, countersign and deliver to the Person
entitled thereto any Warrant Certificate or Global Warrant, as the case may be, as so requested. The Company may require payment
from the Holder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer,
split up, combination or exchange of Warrants. The Company shall compensate the Warrant Agent per the fee schedule mutually agreed
upon by the parties hereto and provided separately on the date hereof.


 


Upon receipt by the Warrant Agent of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of a Warrant Certificate, which evidence shall include
an affidavit of loss, or in the case of mutilated certificates, the certificate or portion thereof remaining, and, in case of loss,
theft or destruction, of indemnity in customary form and amount, and satisfaction of any other reasonable requirements established
by Section 8-405 of the Uniform Commercial Code as in effect in the State of Nevada, and reimbursement to the Company and the Warrant
Agent of all reasonable expenses incidental thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate
if mutilated, the Company will make and deliver a new Warrant Certificate of like tenor to the Warrant Agent for delivery to the
Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated.


 



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Section 7. Exercise of Warrants; Exercise
Price; Termination Date.


 


(a) The Warrants shall be exercisable commencing
on the Initial Exercise Date. The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder
and under this Agreement shall cease, at or prior to the Close of Business on the Termination Date. Subject to the foregoing and
to Section 7(b) below, the Holder of a Warrant may exercise the Warrant in whole or in part upon providing the items required by
Section 7(c) below to the Warrant Agent at the principal office of the Warrant Agent or to the office of one of its agents as may
be designated by the Warrant Agent from time to time. In the case of the Holder of a Global Warrant, the Holder shall deliver the
executed Exercise Notice and payment of the Exercise Price pursuant to Section 2(a) of the Warrant. Notwithstanding any other provision
in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry
form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises
by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise,
complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable).
The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services provided under
this Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment
at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders
will receive interest on any deposits or Exercise Price.


 


(b) Upon receipt of an Exercise Notice for
a cashless exercise pursuant to Section 2(c) of the Warrant (each, a “Cashless Exercise”), the Company will
promptly calculate and transmit to the Warrant Agent the number of Warrant Shares issuable in connection with such Cashless Exercise
and deliver a copy of the Exercise Notice to the Warrant Agent, which shall issue such number of Warrant Shares in connection with
such Cashless Exercise.


 


(c) Upon the Warrant Agent’s receipt,
at or prior to the Close of Business on the Termination Date set forth in a Warrant, of the executed Exercise Notice, accompanied
by payment of the Exercise Price pursuant to Section 2(a) of the Warrant, the shares to be purchased (other than in the case of
a Cashless Exercise), an amount equal to any applicable tax, governmental charge or expense reimbursement referred to in Section
6 in cash, or by certified check or bank draft payable to the order of the Company and, in the case of an exercise of a Warrant
in the form of a Warrant Certificate for all of the Warrant Shares represented thereby, the Warrant Certificate, the Warrant Agent
shall cause the Warrant Shares underlying such Warrant to be delivered to or upon the order of the Holder of such Warrant, registered
in such name or names as may be designated by such Holder, no later than the Warrant Share Delivery Date. If the Company is then
a participant in the DWAC system of the Depositary and either (A) there is an effective registration statement permitting the issuance
of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise,
then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the
Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated
to pay any amounts to any Holders pursuant to Section 2(d)(i) or 2(d)(iv) of the Warrant, such obligation shall be solely that
of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the
case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate
Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a)
hereof, the Warrant Agent will not obligated to deliver certificates representing any such Warrant Shares (via DWAC or otherwise)
until following receipt of such payment, and the applicable Warrant Share Delivery Date shall be deemed extended by one day for
each day (or part thereof) until such payment is delivered to the Warrant Agent.


 


(d) The Warrant Agent shall deposit all funds
received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained with the Warrant Agent
for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company via telephone at
the end of each day on which funds for the exercise of any Warrant are received of the amount so deposited to its account. The
Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.


 



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(e) In case the Holder of any Warrant Certificate
exercises fewer than all Warrants evidenced thereby and surrenders such Warrant Certificate in connection with such partial exercise,
a new Warrant Certificate evidencing the number of Warrant Shares equivalent to the number of Warrant Shares remaining unexercised
may be issued by the Warrant Agent to the Holder of such Warrant Certificate or to his duly authorized assigns in accordance with
Section 2(d)(ii) of the Warrant, subject to the provisions of Section 6 hereof.


 


Section 8. Cancellation and Destruction
of Warrant Certificates. All Warrant Certificates surrendered for the purpose of exercise, transfer, split up, combination
or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Warrant Agent for cancellation or
in canceled form, or, if surrendered to the Warrant Agent, shall be canceled by it, and no Warrant Certificates shall be issued
in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver to the Warrant
Agent for cancellation and retirement, and the Warrant Agent shall so cancel and retire, any other Warrant Certificate purchased
or acquired by the Company otherwise than upon the exercise thereof. The Warrant Agent shall deliver all canceled Warrant Certificates
to the Company, or shall, at the written request of the Company, destroy such canceled Warrant Certificates, and in such case shall
deliver a certificate of destruction thereof to the Company, subject to any applicable law, rule or regulation requiring the Warrant
Agent to retain such canceled certificates.


 


Section 9. Certain Representations; Reservation
and Availability of Shares of Common Stock or Cash.


 


(a) This Agreement has been duly authorized,
executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes
a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants
have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant
hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations
of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereof; in each case
except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to
or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is
considered in a proceeding in equity or at law).


 


(b) As of the date hereof and prior to the
Offering, the authorized capital stock of the Company consists of (i) 15,000,000 shares of authorized Common Stock, of which 1,529,379
shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which no shares are
issued and outstanding. As of the date hereof there are ___________ shares of Common Stock reserved for issuance upon exercise
of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the
Registration Statement. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants,
options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company.


 


(c) The Company covenants and agrees that
it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and
issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will
be sufficient to permit the exercise in full of all outstanding Warrants.


 


(d) The Warrant Agent will create a special
account for the issuance of Common Stock upon the exercise of Warrants.


 


(e) The Company further covenants and agrees
that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect
of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants.
The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer
involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a
name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver
any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have
been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender)
or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.


 



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Section 10. Common Stock Record Date.
Each Holder shall be deemed to have become the holder of record for the Warrant Shares pursuant to Section 2(d)(i) of the Warrants.


 


Section 11. Adjustment of Exercise Price,
Number of Shares of Common Stock or Number of the Company Warrants. The Exercise Price, the number of shares covered by each
Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant.
In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant, the Holder of any Warrant
thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock,
thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time
to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in
Section 3 of the Warrant, and the provisions of Sections 7, 9 and 13 of this Agreement with respect to the shares of Common Stock
shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment
made to the Exercise Price pursuant to the Warrant shall evidence the right to purchase, at the adjusted Exercise Price, the number
of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment
as provided herein.


 


Section 12. Certification of Adjusted
Exercise Price or Number of Shares of Common Stock. Whenever the Exercise Price or the number of shares of Common Stock issuable
upon the exercise of each Warrant is adjusted as provided in Section 11 or 13, the Company shall (a) promptly prepare a certificate
setting forth the Exercise Price of each Warrant as so adjusted, and a brief statement of the facts accounting for such adjustment,
(b) promptly file with the Warrant Agent and with each transfer agent for the Common Stock a copy of such certificate and (c) instruct
the Warrant Agent to send a brief summary thereof to each Holder of a Warrant.


 


Section 13. Fractional Shares of Common
Stock.


 


(a) The Company shall not issue fractions
of Warrants or distribute a Global Warrant or Warrant Certificates that evidence fractional Warrants. Whenever any fractional Warrant
would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction
down to the nearest whole Warrant.


 


(b) The Company shall not issue fractions
of shares of Common Stock upon exercise of Warrants or distribute stock certificates that evidence fractional shares of Common
Stock. Whenever any fraction of a share of Common Stock would otherwise be required to be issued or distributed, the actual issuance
or distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant.


 


Section 14. Conditions of the Warrant
Agent’s Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof,
including the following to all of which the Company agrees and to all of which the rights hereunder of the Holders from time to
time of the Warrant shall be subject:


 


(a) Compensation and Indemnification. The
Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 2 hereto for all services rendered by the
Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred
without gross negligence, bad faith or willful misconduct by the Warrant Agent in connection with the services rendered hereunder
by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability
or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Warrant Agent, arising out of
or in connection with its acting as Warrant Agent hereunder, including the reasonable costs and expenses of defending against any
claim of such liability.


 


(b) Agent for the Company. In acting under
this Warrant Agreement and in connection with the Warrant Certificates, the Warrant Agent is acting solely as agent of the Company
and does not assume any obligations or relationship of agency or trust for or with any of the Holders of Warrant Certificates or
beneficial owners of Warrants.


 



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(c) Counsel. The Warrant Agent may consult
with counsel satisfactory to it, which may include counsel for the Company, and the written advice of such counsel shall be full
and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and
in accordance with the advice of such counsel.


 


(d) Documents. The Warrant Agent shall be
protected and shall incur no liability for or in respect of any action taken or omitted by it in reliance upon any Warrant Certificate,
notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine
and to have been presented or signed by the proper parties.


 


(e) Certain Transactions. The Warrant Agent,
and its officers, directors and employees, may become the owner of, or acquire any interest in, Warrants, with the same rights
that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they
may engage or be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee or
agent for, any committee or body of Holders of Warrant Securities or other obligations of the Company as freely as if it were not
the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as trustee
under any indenture to which the Company is a party.


 


(f) No Liability for Interest. Unless otherwise
agreed with the Company, the Warrant Agent shall have no liability for interest on any monies at any time received by it pursuant
to any of the provisions of this Agreement or of the Warrant Certificates.


 


(g) No Liability for Invalidity. The Warrant
Agent shall have no liability with respect to any invalidity of this Agreement or any of the Warrant Certificates (except as to
the Warrant Agent’s countersignature thereon).


 


(h) No Responsibility for Representations.
The Warrant Agent shall not be responsible for any of the recitals or representations herein or in the Warrant Certificates (except
as to the Warrant Agent’s countersignature thereon), all of which are made solely by the Company.


 


(i) No Implied Obligations. The Warrant Agent
shall be obligated to perform only such duties as are herein and in the Warrants specifically set forth and no implied duties or
obligations shall be read into this Agreement or the Warrants against the Warrant Agent. The Warrant Agent shall not be under any
obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a
reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty
or responsibility for the use by the Company of any of the Warrants authenticated by the Warrant Agent and delivered by it to the
Company pursuant to this Agreement or for the application by the Company of the proceeds of the Warrants. The Warrant Agent shall
have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained
herein or in the Warrants or in the case of the receipt of any written demand from a Holder of a Warrant Certificate with respect
to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt
to initiate any proceedings at law.


 



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Section 15. Purchase or Consolidation
or Change of Name of Warrant Agent. Any corporation into which the Warrant Agent or any successor Warrant Agent may be merged
or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Warrant Agent
or any successor Warrant Agent shall be party, or any corporation succeeding to the corporate trust business of the Warrant Agent
or any successor Warrant Agent, shall be the successor to the Warrant Agent under this Agreement without the execution or filing
of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for
appointment as a successor Warrant Agent under the provisions of Section 17. In case at the time such successor Warrant Agent shall
succeed to the agency created by this Agreement any of the Warrants shall have been countersigned but not delivered, any such successor
Warrant Agent may adopt the countersignature of the predecessor Warrant Agent and deliver such Warrants so countersigned; and in
case at that time any of the Warrants shall not have been countersigned, any successor Warrant Agent may countersign such Warrants
either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases such Warrants
shall have the full force provided in the Warrants and in this Agreement.


 


In case at any time the name of the Warrant
Agent shall be changed and at such time any of the Warrants shall have been countersigned but not delivered, the Warrant Agent
may adopt the countersignature under its prior name and deliver Warrants so countersigned; and in case at that time any of the
Warrants shall not have been countersigned, the Warrant Agent may countersign such Warrants either in its prior name or in its
changed name; and in all such cases such Warrants shall have the full force provided in the Warrants and in this Agreement.


 


Section 16. Duties of Warrant Agent.
The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, all
of which the Company, by its acceptance hereof, shall be bound:


 


(a) The Warrant Agent may consult with legal
counsel reasonably acceptable to the Company (who may be legal counsel for the Company), and the opinion of such counsel shall
be full and complete authorization and protection to the Warrant Agent as to any action taken or omitted by it in good faith and
in accordance with such opinion.


 


(b) Whenever in the performance of its duties
under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by
the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Chief Executive
Officer or Chief Financial Officer of the Company; and such certificate shall be full authentication to the Warrant Agent for any
action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate.


 


(c) Subject to the limitation set forth in
Section 14, the Warrant Agent shall be liable hereunder only for its own gross negligence, bad faith or willful misconduct, or
for a breach by it of this Agreement.


 


(d) The Warrant Agent shall not be liable
for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrants (except its countersignature
thereof) by the Company or be required to verify the same, but all such statements and recitals are and shall be deemed to have
been made by the Company only.


 


(e) The Warrant Agent shall not be under any
responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof
by the Warrant Agent) or in respect of the validity or execution of any Warrant (except its countersignature thereof); nor shall
it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant; nor
shall it be responsible for the adjustment of the Exercise Price or the making of any change in the number of shares of Common
Stock required under the provisions of Section 11 or 13 or responsible for the manner, method or amount of any such change or the
ascertaining of the existence of facts that would require any such adjustment or change (except with respect to the exercise of
Warrants evidenced by Warrant Certificates after actual notice of any adjustment of the Exercise Price); nor shall it by any act
hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock
to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock will, when issued, be duly authorized,
validly issued, fully paid and nonassessable.


 



    8


     


    

 


(f) Each party hereto agrees that it will
perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other
acts, instruments and assurances as may reasonably be required by the other party hereto for the carrying out or performing by
any party of the provisions of this Agreement.


 


(g) The Warrant Agent is hereby authorized
to accept instructions with respect to the performance of its duties hereunder from the Chief Executive Officer or Chief Financial
Officer of the Company, and to apply to such officers for advice or instructions in connection with its duties, and it shall not
be liable and shall be indemnified and held harmless for any action taken or suffered to be taken by it in good faith in accordance
with instructions of any such officer, provided Warrant Agent carries out such instructions without gross negligence, bad faith
or willful misconduct.


 


(h) The Warrant Agent and any shareholder,
director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company
or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the
Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement. Nothing herein shall preclude
the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.


 


(i) The Warrant Agent may execute and exercise
any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorney or agents,
and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorney or
agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, provided reasonable care was
exercised in the selection and continued employment thereof.


 


Section 17. Change of Warrant Agent.
The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent
to the Company and to each transfer agent of the Common Stock, and to the Holders of the Warrant Certificates. The Company may
remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor
Warrant Agent, as the case may be, and to each transfer agent of the Common Stock, and to the Holders of the Warrant Certificates.
If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor
to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after
it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder
of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the
Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent.
Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business
under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate
trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment
as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be
vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further
act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time
held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant
Agent and each transfer agent of the Common Stock, and mail a notice thereof in writing to the Holders of the Warrant Certificates.
However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity
of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.


 


Section 18. Issuance of New Warrants.
Notwithstanding any of the provisions of this Agreement or of the Warrants to the contrary, the Company may, at its option, issue
a new Global Warrant or Warrant Certificates, if any, evidencing Warrants in such form as may be approved by its Board of Directors
to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock or other
securities or property purchasable under the Global Warrant or Warrant Certificates, if any, made in accordance with the provisions
of this Agreement.


 



    9


     


    

 


Section 19. Notices. Notices or demands
authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder of any Warrant Certificate to or on
the Company, (ii) subject to the provisions of Section 17, by the Company or by the Holder of any Warrant Certificate to or on
the Warrant Agent or (iii) by the Company or the Warrant Agent to the Holder of any Warrant Certificate, shall be deemed given
(a) on the date delivered, if delivered personally, (b) on the first Business Day following the deposit thereof with Federal Express
or another recognized overnight courier, if sent by Federal Express or another recognized overnight courier, (c) on the fourth
Business Day following the mailing thereof with postage prepaid, if mailed by registered or certified mail (return receipt requested),
and (d) the time of transmission, if such notice or communication is delivered via facsimile or email attachment at or prior to
5:30 p.m. (New York City time) on a Business Day and (e) the next Business Day after the date of transmission, if such notice or
communication is delivered via facsimile or email attachment on a day that is not a Business Day or later than 5:30 p.m. (New York
City time) on any Business Day, in each case to the parties at the following addresses (or at such other address for a party as
shall be specified by like notice):


 


		(a)	If to the Company, to:



 


Tonix Pharmaceuticals Holding Corp.


509 Madison Avenue, Suite 306


New York, New York 10022


Attention: Seth Lederman


 


		(b)	If to the Warrant Agent, to:



 


VStock Transfer, LLC


18 Lafayette Place,


Woodmere, NY 11598

Attention: [Compliance Department]


 


For any notice delivered by email to be deemed given or made,
such notice must be followed by notice sent by overnight courier service to be delivered on the next business day following such
email, unless the recipient of such email has acknowledged via return email receipt of such email.


 


(c) If to the Holder of any Warrant Certificate,
to the address of such Holder as shown on the registry books of the Company. Any notice required to be delivered by the Company
to the Holder of any Warrant may be given by the Warrant Agent on behalf of the Company. Notwithstanding any other provision of
this Agreement, where this Agreement provides for notice of any event to a Holder of any Warrant Certificate, for a Global Warrant,
such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the procedures of the Depositary
or its designee.


 


Section 20. Supplements and Amendments.


 


(a) The Company and the Warrant Agent may
from time to time supplement or amend this Agreement without the approval of any Holders of Warrant Certificates in order to cure
any ambiguity, to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions
herein, or to make any other provisions with regard to matters or questions arising hereunder which the Company and the Warrant
Agent may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Warrants Certificates
in any material respect.


 



    10


     


    

 


(b) In addition to the foregoing, with the
consent of a majority of the Holders of Warrants outstanding, the Company and the Warrant Agent may modify this Agreement for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Warrant Agreement or
modifying in any manner the rights of the Holders of the Warrant Certificates; provided, however, that no modification
of the terms (including but not limited to the adjustments described in Section 11) upon which the Warrants are exercisable or
reducing the percentage required for consent to modification of this Agreement may be made without the consent of the Holder of
each outstanding warrant certificate affected thereby. As a condition precedent to the Warrant Agent’s execution of any amendment,
the Company shall deliver to the Warrant Agent a certificate from a duly authorized officer of the Company that states that the
proposed amendment complies with the terms of this Section 20.


 


Section 21. Successors. All covenants
and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit
of their respective successors and assigns hereunder.


 


Section 22. Benefits of this Agreement.
Nothing in this Agreement shall be construed to give any Person other than the Company, the Holders of Warrant Certificates and
the Warrant Agent any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole
and exclusive benefit of the Company, the Warrant Agent and the Holders of the Warrant Certificates.


 


Section 23. Governing Law. This Agreement
and each Warrant issued hereunder shall be governed by, and construed in accordance with, the laws of the State of New York without
giving effect to the conflicts of law principles thereof.


 


Section 24. Counterparts. This Agreement
may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument.


 


Section 25. Captions. The captions
of the sections of this Agreement have been inserted for convenience only and shall not control or affect the meaning or construction
of any of the provisions hereof.


 


Section 26. Information. The Company
agrees to promptly provide to the Holders of the Warrants any information it provides to all holders of the Common Stock, except
to the extent any such information is publicly available on the EDGAR system (or any successor thereof) of the Securities and Exchange
Commission.


 


Section 27. Force Majeure. Notwithstanding
anything to the contrary contained herein, Warrant Agent shall not be liable for any delays or failures in performance resulting
from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns
or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties
with information storage or retrieval systems, labor difficulties, war, or civil unrest, it being understood that the Warrant Agent
shall use reasonable best efforts which are consistent with accepted practices in the banking industry to resume performance as
soon as practicable under the circumstances.


 



    11


     


    

 





IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the day and year first above written.


 


	 	TONIX PHARMACEUTICALS HOLDING CORP.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:  	 
	 	 	 
	 	VSTOCK TRANSFER, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:  	 




 



    12


     


    

 





Annex A: Form of Warrant Certificate
Request Notice


 


WARRANT CERTIFICATE REQUEST NOTICE


 


To: VStock Transfer, LLC as Warrant Agent for Tonix Pharmaceuticals
Holding Corp. (the “Company”)


 


The undersigned Holder of Common Stock Purchase Warrants (“Warrants”)
in the form of Global Warrants issued by the Company hereby elects to receive a Warrant Certificate evidencing the Warrants held
by the Holder as specified below:


 


1 Name of Holder of Warrants in form of Global Warrants: _____________________________


 


2. Name of Holder in Warrant Certificate (if different from
name of Holder of Warrants in form of Global Warrants): ________________________________


 


3. Number of Warrants in name of Holder in form of Global Warrants:
___________________


 


4. Number of Warrants for which Warrant Certificate shall be
issued: __________________


 


5. Number of Warrants in name of Holder in form of Global Warrants
after issuance of Warrant Certificate, if any: ___________


 


6. Warrant Certificate shall be delivered to the following
address:


	 	 
	 	 
	 	 
	 	 




 


The undersigned hereby acknowledges and agrees that, in connection
with this Warrant Exchange and the issuance of the Warrant Certificate, the Holder is deemed to have surrendered the number of
Warrants in form of Global Warrants in the name of the Holder equal to the number of Warrants evidenced by the Warrant Certificate.


 


[SIGNATURE OF HOLDER]


 


Name of Investing Entity: ____________________________________________________


 


Signature of Authorized Signatory of Investing Entity:
______________________________


 


Name of Authorized Signatory: ________________________________________________


 


Title of Authorized Signatory: _________________________________________________


 


Date: _______________________________________________________________


 



    13


     


    

 





Exhibit 1: Form of Warrant


 



    14


     


    

 





COMMON STOCK PURCHASE WARRANT


TONIX PHARMACEUTICALS HOLDING CORP.


 





	Warrant Shares:  _______	Issue Date:  _________, 2019
	CUSIP:	 
	ISIN:	 




 


THIS COMMON STOCK PURCHASE WARRANT (the
“Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on
or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York time) on _____________
(the “Termination Date”) but not thereafter, to subscribe for and purchase from Tonix Pharmaceuticals Holding
Corp., a Nevada corporation (the “Company”), up to ______ shares of common stock, par value $0.001 per share
(the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase
price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant
shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or
its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s
right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this
sentence shall not apply.


 


Section 1. Definitions. In addition
to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:


 


“Affiliate” means any Person
that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a
Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Business Day” means any day
except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions
in the State of New York are authorized or required by law or other governmental action to close.


 


“Commission” means the United
States Securities and Exchange Commission.


 


“Common Stock Equivalents” means
any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time shares of Common
Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time
convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Person” means an individual
or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Securities Act” means the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Trading Day” means a day on
which the principal Trading Market is open for trading.


 


“Trading Market” means any of
the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE
American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, OTCQB
or OTCQX (or any successors to any of the foregoing).


 



     


     


    

 


“Transfer Agent” means vStock
Transfer, LLC, the current transfer agent of the Company, with a mailing address of ___________________ and a facsimile number
of _______________, and any successor transfer agent of the Company.


 


“Warrant Agency Agreement” means
that certain warrant agency agreement, dated on or about the Initial Exercise Date, between the Company and the Warrant Agent.


 


“Warrant Agent” means the Transfer
Agent and any successor warrant agent of the Company.


 


Section 2. Exercise.


 


(a) Exercise of Warrant. Exercise of
the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial
Exercise Date and on or before the Termination Date by delivery to the Company or Warrant Agent (or such other office or agency
of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the
books of the Company) of a duly executed facsimile copy (or .pdf copy via e-mail attachment) of the Notice of Exercise in the form
annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number
of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise
as aforesaid, the Holder shall deliver the unpaid portion of the aggregate Exercise Price for the Warrant Shares specified in the
applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise
procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise
shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be
required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant
to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised
in full, in which case, the Holder shall surrender this Warrant to the Company or Warrant Agent for cancellation within three (3)
Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting
in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding
number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder
and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company
or Warrant Agent shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The
Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph,
following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder
at any given time may be less than the amount stated on the face hereof.


 


Notwithstanding the foregoing in this Section
2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry
form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant
to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form
for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as
applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the
Warrant Agency Agreement, in which case this sentence shall not apply.


 


(b) Exercise Price. The exercise price
per share of the Common Stock under this Warrant shall be $___, subject to adjustment hereunder (the “Exercise Price”).


 


(c) Cashless Exercise. If at any time
after the Initial Exercise Date, there is no effective registration statement registering, or no current prospectus available for,
the issuance of the Warrant Shares to the Holder, then this Warrant may only be exercised, in whole or in part, at such time by
means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to
the quotient obtained by dividing [(A-B) (X)] by (A), where:


 



    2


     


    

 


(A) = as applicable: (i) the VWAP on the Trading Day immediately
preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant
to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on
a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated
under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day
immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading
Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such
Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours
thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to
Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is
a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular
trading hours” on such Trading Day;


 


(B) = the Exercise Price, as adjusted hereunder; and


 


(X) = the number of Warrant Shares that would be issuable upon
exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather
than a cashless exercise.


 


If Warrant Shares are issued in such a cashless exercise, the
parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the
registered characteristics of the Warrants being exercised. The Company agrees not to take any position contrary to this Section
2(c).


 


“Bid Price” means, for any date,
the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a
Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market
on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York
City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price
of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not
then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the “Pink Sheets”
published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the
most recent bid price per share of Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common
Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Securities
then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


“VWAP” means, for any date,
the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a
Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the
Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted
average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common
Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the “Pink
Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value
of a share of Common Stock as determined by an independent appraiser selected in good faith by the Company, the fees and expenses
of which shall be paid by the Company.


 


Notwithstanding anything herein to the contrary, on the Termination
Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).


 



    3


     


    

 


(d) Mechanics of Exercise.


 


i. Delivery of Warrant Shares Upon Exercise.
The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting
the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit
or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there
is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder
or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in
the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder
is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the
earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery
to the Company or the Warrant Agent of the Notice of Exercise (such date, the “Warrant Share Delivery Date”).
Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record
of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant
Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within
the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following
delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to
a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and
not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date
of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such
liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered
or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so
long as this Warrant remains outstanding and exercisable. As used herein, “ Standard Settlement Period “ means the
standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to
the Common Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to
any Notice(s) of Exercise delivered by 12:00 p.m. (New York City time) on the Initial Exercise Date, the Company agrees to deliver
the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date.


 


ii. Delivery of New Warrants Upon Exercise.
If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant
certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder
to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical
with this Warrant.


 


iii. Rescission Rights. If the Company
fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share
Delivery Date, then the Holder will have the right to rescind such exercise.


 


iv. Compensation for Buy-In on Failure
to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails
to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above
pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker
to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common
Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such
exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x)
the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds
(y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder
in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was
executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares
for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number
of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations
hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect
to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000,
under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall
provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the
Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available
to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with
respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant
to the terms hereof.


 



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v. No Fractional Shares or Scrip.
No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction
of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either
pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or
round down to the next whole share.


 


vi. Charges, Taxes and Expenses.
Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense
in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant
Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided , however
, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered
for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require,
as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall
pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company
(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant
Shares.


 


vii. Closing of Books. The Company
will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the
terms hereof.


 


(e) Holder’s Exercise Limitations.
The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this
Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth
on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as
a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence,
the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include
the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made,
but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised
portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion
of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common
Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially
owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes
of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules
and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder
that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules
required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission
of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation
to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant
is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify
or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall
be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes
of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding
shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission,
as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or
the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder,
the Company shall within one (1) Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock
then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the
conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties
since the date as of which such number of outstanding shares of Common Stock was reported. The “ Beneficial Ownership Limitation
“ shall be [9.99%/4.99%] of the number of shares of Common Stock outstanding immediately after giving effect to the issuance
of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease
the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event
exceeds 9.99% of the number of the shares of Common Stock outstanding immediately after giving effect to the issuance of shares
of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply.
Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to
the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with
the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly
give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.


 



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(f) Call Provision. Subject to the
provisions of Section 2(e) and this Section 2(f), if, after the Initial Exercise Date, (i) the VWAP for each of 10 consecutive
Trading Days (the “Measurement Period,” which 10 consecutive Trading Day period shall not have commenced until
after the Initial Exercise Date) exceeds $____1 (subject
to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the Initial Exercise
Date), and (ii) the Holder is not in possession of any information that constitutes, or might constitute, material non-public information
which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates,
then the Company may, within 1 Trading Day of the end of such Measurement Period, call for cancellation of all or any portion of
this Warrant for which a Notice of Exercise has not yet been delivered (such right, a “Call”) for consideration
equal to $.001 per Warrant Share. To exercise this right, the Company must deliver to the Holder an irrevocable written notice
(a “Call Notice”), indicating therein the portion of unexercised portion of this Warrant to which such notice
applies. If the conditions set forth below for such Call are satisfied from the period from the date of the Call Notice through
and including the Call Date (as defined below), then any portion of this Warrant subject to such Call Notice for which a Notice
of Exercise shall not have been received by the Call Date will be cancelled at 6:30 p.m. (New York City time) on the thirtieth
Trading Day after the date the Call Notice is received by the Holder (such date and time, the “Call Date”).
Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected by such Call Notice. In furtherance
thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect to Warrant Shares subject to
a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties agree that any Notice of Exercise
delivered following a Call Notice which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares
subject to such Call Notice prior to reducing the remaining Warrant Shares available for purchase under this Warrant. For example,
if (A) this Warrant then permits the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and
(C) prior to 6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice of Exercise in respect of 50 Warrant Shares,
then (x) on the Call Date the right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company,
in the time and manner required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of
the exercises following receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for
25 Warrant Shares (subject to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions
of this Section 2(f), the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall
not have delivered a Notice of Exercise. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not
deliver a Call Notice or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning
of the Measurement Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant
all Notices of Exercise delivered by 6:30 p.m. (New York City time) on the Call Date, and (2) a registration statement shall be
effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant
Shares to the Holder, and (3) the Common Stock shall be listed or quoted for trading on a Trading Market, and (4) there is a sufficient
number of authorized shares of Common Stock for issuance of all Securities under the Transaction Documents, and (5) the issuance
of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 2(e) herein. The Company’s
right to call the Warrants under this Section 2(f) shall be exercised ratably among the Holders based on each Holder’s initial
purchase of Warrants.


 


 



1 [300]% of the then Exercise Price.


 



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Section 3. Certain Adjustments.


 


(a) Stock Dividends and Splits. If
the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions
on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for
avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding
shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of Common Stock any shares
of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and
of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number
of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this
Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the
record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision, combination or reclassification.


 


(b) [RESERVED]


 


(c) Subsequent Rights Offerings. In
addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock
Equivalents or rights to purchase stock, warrants, securities or other property pro rata to all record holders of shares of Common
Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such
Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares
of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including
without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant,
issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of
Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the
Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation,
then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares
of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance
for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership
Limitation).


 


(d) Pro Rata Distributions. During
such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets
(or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without
limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time
after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to
the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the
Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record
is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such
Distribution (provided, however, to the extent that the Holder’s right to participate in any such Distribution would result
in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution
to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and
the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right
thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 



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(e) Fundamental Transaction. If, at
any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects
any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale,
lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series
of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company
or another Person) is completed pursuant to which holders of shares of Common Stock are permitted to sell, tender or exchange their
shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding shares of
Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the shares of Common Stock or any compulsory share exchange pursuant to which the shares of Common Stock
are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly,
in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without
limitation, a reorganization or recapitalization that requires the approval of the stockholders of the Company, spin-off or scheme
of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding
shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to,
or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business
combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder
shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the
occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the
exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if
it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable
as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant).
For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting
the relative value of any different components of the Alternate Consideration. If holders of shares of Common Stock are given any
choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same
choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.
The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents
in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory
to the Holder prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for
this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to
this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent
entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any
limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the
exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock
pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock
and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation
of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence
of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the
date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity
had been named as the Company herein.


 


(f) Calculations. All calculations
under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this
Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the
number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 



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(g) Notice to Holder.


 


i. Adjustment to Exercise Price.
Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the
Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the
number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ii. Notice to Allow Exercise by Holder.
If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the shares of Common Stock, (B) the
Company shall declare a special nonrecurring cash dividend on or a redemption of the shares of Common Stock, (C) the Company shall
authorize the granting to all holders of the shares of Common Stock rights or warrants to subscribe for or purchase any capital
stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any
reclassification of the shares of Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer
of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the shares of Common Stock are
converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile
or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company,
at least 5 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date
on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record
is not to be taken, the date as of which the holders of the shares of Common Stock of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale,
transfer or stock exchange is expected to become effective or close, and the date as of which it is expected that holders of the
shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer or stock exchange; provided that the failure to deliver
such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to
be specified in such notice and provided, further that no notice shall be required if the information is disseminated in a press
release or document filed with the Securities and Exchange Commission . To the extent that any notice provided in this Warrant
constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall
simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled
to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering
such notice except as may otherwise be expressly set forth herein.


 


Section 4. Transfer of Warrant.


 


(a) Transferability. This Warrant and all
rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender
of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant
substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any
transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall
execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination
or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary,
the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant
in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which
the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance
herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.


 


(b) New Warrants. If this Warrant is
not held in global form through DTC (or any successor depositary), this Warrant may be divided or combined with other Warrants
upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations
in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a),
as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or
Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued
on transfers or exchanges shall be dated the Issue Date of this Warrant and shall be identical with this Warrant except as to the
number of Warrant Shares issuable pursuant thereto.


 



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(c) Warrant Register. The Company shall
register this Warrant, upon records to be maintained by the Warrant Agent for that purpose (the “Warrant Register”),
in the name of the record Holder hereof from time to time. The Company and the Warrant Agent may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and
for all other purposes, absent actual notice to the contrary.


 


Section 5. Miscellaneous.


 


(a) No Rights as Stockholder Until Exercise.
This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior
to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.


 


(b) Loss, Theft, Destruction or Mutilation
of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting
of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and
deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.


 


(c) Saturdays, Sundays, Holidays, etc.
If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be
a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.


 


(d) Authorized Shares.


 


The Company covenants that, during the period the Warrant is
outstanding, it will reserve from its authorized and unissued shares of Common Stock a sufficient number of shares to provide for
the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that
its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary
Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as
may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or
regulation, or of any requirements of the Trading Market upon which the shares of Common Stock may be listed. The Company covenants
that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise
of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized,
validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the
issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).


 


Except and to the extent as waived or consented to by the Holder,
the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek
to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying
out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder
as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase
the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in
par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to
obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be,
necessary to enable the Company to perform its obligations under this Warrant. Before taking any action which would result in an
adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain
all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies
having jurisdiction thereof.


 



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(e) Jurisdiction. All questions concerning
the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees
that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant
(whether brought against a party hereto or their respective affiliates, directors, officers, stockholders, partners, members, employees
or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for
the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for
such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any
provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for
their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution
of such action or proceeding.


 


(f) Restrictions. The Holder acknowledges
that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and the Holder does not utilize cashless
exercise, will have restrictions upon resale imposed by state and federal securities laws.


 


(g) Nonwaiver and Expenses. No course
of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right
or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that the Holder’s right to
exercise this Warrant terminates on the Termination Date. If the Company willfully and knowingly fails to comply with any provision
of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall
be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those
of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of
its rights, powers or remedies hereunder.


 


(h) Notices. Any notices, consents,
waivers or other document or communications required or permitted to be given or delivered under the terms of this Warrant must
be in writing and will be deemed to have been delivered: (i) upon receipt, if delivered personally; (ii) when sent, if sent by
facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party);
(iii) when sent, if sent by e-mail (provided that such sent e-mail is kept on file (whether electronically or otherwise) by the
sending party and the sending party does not receive an automatically generated message from the recipient’s e-mail server
that such e-mail could not be delivered to such recipient) and (iv) if sent by overnight courier service, one (1) Trading Day after
deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive
the same. The addresses, facsimile numbers and e-mail addresses for such communications shall be:


 


If to the Company:


 


Tonix Pharmaceuticals Holding Corp.


509 Madison Avenue - Suite 306


New York, NY 10022


Attention: Seth Lederman, Chief Executive Officer


Fax No: (212) 923-5700


Email: seth.lederman@tonixpharma.com


 



    11


     


    

 


With a copy (for informational purposes only) to:


 


Lowenstein Sandler LLP


1251 Avenue of the Americas


New York, New York 10020


Attention: Michael J. Lerner, Esq.


Fax No: (973) 597-6395


Email: mlerner@lowenstein.com


 


If to a Holder, to its address, facsimile number or e-mail address
set forth herein or on the books and records of the Company.


 


(i) Limitation of Liability. No provision
hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration
herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any
shares of Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of
the Company.


 


(j) Remedies. The Holder, in addition
to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance
of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred
by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action
for specific performance that a remedy at law would be adequate.


 


(k) Successors and Assigns. Subject
to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be
binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions
of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by
the Holder or holder of Warrant Shares.


 


(l) Amendment. This Warrant may be
modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.


 


(m) Severability. Wherever possible,
each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.


 


(n) Headings. The headings used in
this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.


 


(o) Warrant Agency Agreement. If this
Warrant is held in global form through DTC (or any successor depositary), this Warrant is issued subject to the Warrant Agency
Agreement. To the extent any provision of this Warrant conflicts with the express provisions of the Warrant Agency Agreement, the
provisions of this Warrant shall govern and be controlling.


 


(Signature Page Follows)


 



    12


     


    

 





IN WITNESS WHEREOF, the Company has caused
this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.


 


	TONIX PHARMACEUTICALS HOLDING CORP.	 
	 	 	 
	By:	 	 
	Name:	 
	Title:	 




 



    13


     


    

 





EXHIBIT A


 


NOTICE OF EXERCISE


 


	TO:	TONIX PHARMACEUTICALS HOLDING CORP.



 


(1) The undersigned hereby elects to purchase ________ Warrant
Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of
the exercise price in full, together with all applicable transfer taxes, if any.


 


(2) Payment shall take the form of (check applicable box):


 


[ ] in lawful money of the United States; or


 


[ ] if permitted, the cancellation of such number of Warrant
Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the
maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).


 


(3) Please issue said Warrant Shares in the name of the undersigned
or in such other name as is specified below:





	 	 




 


The Warrant Shares shall be delivered to the following DWAC
Account Number: 


	 	 
	 	 
	 	 




 


[SIGNATURE OF HOLDER]


 


Name of Investing Entity:


  


 



 


Signature of Authorized Signatory of Investing Entity:


  


 



 


Name of Authorized Signatory:


  


 



 


Title of Authorized Signatory:


  


 



 


Date:


  


 



 



    14


     


    

 





EXHIBIT B


 


ASSIGNMENT FORM


 


(To assign the foregoing Warrant, execute this form and supply
required information. Do not use this form to purchase shares.)


 


FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to


	 	 
	Name:	 
	 	 
	(Please Print)	 
	 	 
	Address:	 
	 	 
	(Please Print)	 
	 	 
	Phone Number:	 
	 	 
	 	 
	Email Address:	 
	 	 
	 	 
	Dated:____________ _____, ______	 
	 	 
	Holder’s	 
	Signature:	 
	 	 
	 	 
	Holder’s	 
	Address: