Exhibit 4.2


 


REPROS THERAPEUTICS, INC.


 


SERIES B WARRANT TO PURCHASE COMMON STOCK


 


Warrant No.:


Number of shares of Common Stock: _____________


Date of Issuance:  May __, 2017 ("Issuance Date")


 


Repros Therapeutics, Inc., a Delaware corporation
(the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the "Holder"), is entitled,
subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at
any time or times on or after May __, 2017 (the "Initial Exercisability Date"), but not after 11:59 p.m., New
York time, on the Expiration Date, (as defined below), ______________ (_____________) fully paid nonassessable shares of Common
Stock, subject to adjustment as provided herein (the "Warrant Shares").  Except as otherwise defined
herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange,
transfer or replacement hereof, this "Warrant"), shall have the meanings set forth in Section 18.  This Warrant
is one of the Warrants to Purchase Common Stock (the “Registered Warrants”) issued pursuant to (i) Section 1
of that certain Underwriting Agreement, dated as of May __, 2017 (the “Subscription Date”), by and among the
Company and the underwriter(s) referred to therein, as amended from time to time (the “Underwriting Agreement”)
and (ii) the Company’s Registration Statement on Form S-3 (File number 333-197253) (the “Registration
Statement”).


 






     

     


    

 


1. EXERCISE OF WARRANT. (a) Mechanics of
Exercise.  Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section
1(f)), this Warrant may be exercised by the Holder at any time or times on or after the Issuance Date, in whole or in part, by
(i) delivery of a written notice, in the form attached hereto as Exhibit A (the "Exercise Notice"), of the
Holder's election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the applicable Exercise
Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the "Aggregate Exercise Price")
in cash by wire transfer of immediately available funds or (B) if the provisions of Section 1(d) are applicable, by notifying the
Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)).  The Holder shall
not be required to deliver the original Warrant in order to effect an exercise hereunder.  Execution and delivery of the Exercise
Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and
issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares.  Within one (1) Trading
Day following the date on which the Company has received the Exercise Notice, the Company shall transmit by facsimile or electronic
mail an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company's transfer agent (the "Transfer
Agent").  On or before the earlier of (i) the third (3rd) Trading Day following the date on which the Company has
received the Exercise Notice and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of
exercise, so long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second
(2nd) Trading Day following the date on which the Company has received the Exercise Notice (the "Share Delivery Date"),
the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company ("DTC")
Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant
to such exercise to the Holder's or its designee's balance account with DTC through its Deposit / Withdrawal At Custodian system,
or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by
overnight courier to the address as specified in the Exercise Notice, 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.
 The Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to
the issuance of Warrant Shares via DTC, if any.  Upon delivery of the Exercise Notice, assuming that the payment of the aggregate
Exercise Price (other than in the case of a Cashless Exercise) is received on or prior to the Share Delivery Date, 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 such Warrant Shares are credited to the Holder's DTC account or the date of delivery
of the certificates evidencing such Warrant Shares, as the case may be.  If this Warrant is submitted in connection with any
exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater
than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event
later than three (3) Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(d))
representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant,
less the number of Warrant Shares with respect to which this Warrant is exercised.  No fractional Warrant Shares are to be
issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded up to the nearest
whole number.  The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant
Shares upon exercise of this Warrant.  The Company's obligations to issue and deliver Warrant Shares in accordance with the
terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder
to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person
or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination.  


 


(b) Exercise Price.  For purposes
of this Warrant, "Exercise Price" means $0.92 per share, subject to adjustment as provided herein.


 






     

     


    

 


(c) Company's Failure to Timely Deliver Securities.
 If the Company shall fail for any reason or for no reason to issue to the Holder on or prior to the Share Delivery Date either
(I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, a certificate for the number
of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company's share register
or if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, to credit the Holder's balance
account with DTC, for such number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise of this
Warrant or (II) if the Registration Statement on Form S-3 (File number 333-197253), or other applicable effective registration
statement under the 1933 Act (the "Registration Statement") covering the issuance of the Warrant Shares that are
the subject of the Exercise Notice (the "Unavailable Warrant Shares") is not available for the issuance or resale
of such Unavailable Warrant Shares and the Company fails to promptly (x) so notify the Holder and (y) deliver the Warrant Shares
electronically without any restrictive legend by crediting such aggregate number of Warrant Shares to which the Holder is entitled
pursuant to such exercise to the Holder's or its designee's balance account with DTC through its Deposit / Withdrawal At Custodian
system (the event described in the immediately foregoing clause (II) is hereinafter referred as a "Notice Failure"
and together with the event described in clause (I) above, an "Exercise Failure"), and if on or after such Trading
Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale
by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a "Buy-In"),
then the Company shall, within three (3) Trading Days after the Holder's request and in the Holder's discretion, either (i) pay
cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions and other out-of-pocket
expenses, if any) for the shares of Common Stock so purchased (the "Buy-In Price"), at which point the Company's
obligation to deliver such certificate (and to issue such shares of Common Stock) or credit the Holder's balance account with DTC
for such shares of Common Stock shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or
certificates representing such shares of Common Stock or credit the Holder's balance account with DTC, as applicable, and pay cash
to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common
Stock, times (B) any trading price of the Common Stock selected by the Holder in writing as in effect at any time during the period
beginning on the applicable date of delivery of an Exercise Notice and ending on the applicable Share Delivery Date. Nothing shall
limit the 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 certificates
representing shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the exercise of this Warrant
as required pursuant to the terms hereof.


 


(d) Cashless Exercise.   Notwithstanding
anything contained herein to the contrary, if a registration statement covering the issuance or resale of the Unavailable Warrant
Shares is not available for the issuance or resale of such Unavailable Warrant Shares, the Holder may, in its sole discretion,
exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company
upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the "Net Number"
of shares of Common Stock determined according to the following formula:


 


	 	Net Number = (A x B) - (A x C)	 
	 	  B	 



 


For purposes of the foregoing formula:


 


A= the total number of shares with respect to
which this Warrant is then being exercised.


 






     

     


    

 


B= the last Weighted Average Price immediately
preceding the time of delivery of the Exercise Notice giving rise to the applicable “cashless exercise”, as set forth
in the applicable Exercise Notice (to clarify, the “last Weighted Average Price” will be the last Weighted Average
Price as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the trading
market is open, the prior Trading Day’s Weighted Average Price shall be used in this calculation);


 


C= the Exercise Price then in effect for the
applicable Warrant Shares at the time of such exercise.


 


Notwithstanding the foregoing, at any time on
any date after the thirtieth (30th) calendar day following the Issuance Date and prior to the Expiration Date, the Holder
may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of the foregoing or of making any cash payment
otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to
receive upon such exercise a number of shares of Common Stock equal to the Alternate Net Number.


 


If shares of Common Stock are issued pursuant
to this Section 1(d) (each such exercise, a “Cashless Exercise”), the parties acknowledge and agree that in
accordance with Section 3(a)(9) of the 1933 Act, such shares of Common Stock shall take on the registered characteristics of this
Warrant, and the holding period of this Warrant may be tacked on to the holding period of such shares of Common Stock.  Unless
the SEC specifically prohibits the foregoing position, the Company agrees not to take any position contrary to this Section 1(d).


 


(e) Disputes.  In the case of a
dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall promptly
issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance with Section 12.


 






     

     


    

 


(f) Limitations on Exercises.


 


(i) Beneficial Ownership.  Notwithstanding
anything to the contrary contained herein, the Company shall not effect the exercise of any portion of this Warrant, and the Holder
shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any
such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the
Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99% (the "Maximum
Percentage") of the number of shares of Common Stock outstanding immediately after giving effect to such exercise.  For
purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other
Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus
the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence
is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining,
unexercised portion of this Warrant beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or
conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any
convertible notes or convertible preferred stock or warrants, including the  other Registered Warrants or Other Warrants)
beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to
the limitation contained in this Section 1(f)(i).  For purposes of this Section 1(f)(i), beneficial ownership shall be calculated
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act").  For
purposes of this Warrant, in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise
of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock
as reflected in (x) the Company's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form
8-K or other public filing with the Securities and Exchange Commission (the "SEC"), as the case may be, (y) a
more recent public announcement by the Company or (3) any other written notice by the Company or the Transfer Agent setting forth
the number of shares of Common Stock outstanding (the "Reported Outstanding Share Number").  The Company
shall have no obligation to verify or confirm the accordance of such determination.  If the Company receives an Exercise Notice
from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share
Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the
extent that such Exercise Notice would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section
1(f)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased
pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the "Reduction Shares")
and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the
Reduction Shares.  For any reason at any time, upon the written or oral request of the Holder, the Company shall within one
(1) Business Day confirm orally and in writing or by electronic mail 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 and any other Attribution Party since the date as
of which the Reported Outstanding Share Number was reported.  In the event that the issuance of shares of Common Stock to
the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own,
in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section
13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial
ownership exceeds the Maximum Percentage (the "Excess Shares") shall be deemed null and void and shall be cancelled
ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares.  As soon as reasonably practicable
after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price
paid by the Holder for the Excess Shares.  Upon delivery of a written notice to the Company, the Holder may from time to time
increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided
that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such
notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution
Parties and not to any other holder of Registered Warrants that is not an Attribution Party of the Holder.  For purposes of
clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not
be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of
the 1934 Act.  No prior inability to exercise this Warrant pursuant to this paragraph
shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of
exercisability.  The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict
conformity with the terms of this Section 1(f)(i) to the extent necessary to correct this paragraph or any portion of this paragraph
which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(f)(i) or to
make changes or supplements necessary or desirable to properly give effect to such limitation.  The limitation contained in
this paragraph may not be waived and shall apply to a successor holder of this Warrant.


 






     

     


    

 


(ii) Intentionally Omitted.


 


(g) Insufficient Authorized Shares.  If
at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares
of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of
Common Stock equal to 100% of the number of shares of Common Stock as shall from time to time be necessary to effect the exercise
of all of this Warrant then outstanding (the "Required Reserve Amount" and the failure to have such sufficient
number of authorized and unreserved shares of Common Stock, an "Authorized Share Failure"), then the Company shall
immediately take all action necessary to increase the Company's authorized shares of Common Stock to an amount sufficient to allow
the Company to reserve the Required Reserve Amount for this Warrant then outstanding.  Without limiting the generality of
the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event
later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders
for the approval of an increase in the number of authorized shares of Common Stock.  In connection with such meeting, the
Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders' approval
of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that
they approve such proposal.  Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is
able to obtain the written consent of a majority of the shares of its issued and outstanding shares of Common Stock to approve
the increase in the number of authorized shares of Common Stock, the Company may satisfy this obligation by obtaining such consent
and submitting for filing with the SEC an Information Statement on Schedule 14C.  In the event that upon any exercise of this
Warrant, the Company does not have sufficient authorized shares to deliver in satisfaction of such exercise, then unless the Holder
elects to void such attempted exercise, the Holder may require the Company to pay to the Holder within three (3) Trading Days of
the applicable exercise or attempted exercise, cash in an amount equal to the product of
(i) the number of Warrant Shares that the Company is unable to deliver pursuant to this Section 1(g), and (ii) the difference determined
by subtracting (x) the Exercise Price then in effect at the time of such exercise or attempted exercise, and (y) the last Weighted
Average Price immediately preceding the time of the exercise or attempted exercise (to clarify, the "last Weighted Average
Price" will be the last Weighted Average Price as calculated over an entire Trading Day such that, in the event that this
Warrant is exercised at a time that the trading market is open, the prior Trading Day's Weighted Average Price shall be used in
this calculation.


 






     

     


    

 


2. ADJUSTMENT OF EXERCISE PRICE AND NUMBER
OF WARRANT SHARES.  The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:


 


(a) Adjustment Upon Issuance of Shares of
Common Stock.  If and whenever on or after the Subscription Date the Company issues or sells, or in accordance with this
Section 2 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock
owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued or sold by
the Company as or in connection with any Excluded Securities, for a consideration per share (the "New Issuance Price")
less than a price (the "Applicable Price") equal to the Exercise Price in effect immediately prior to such issue
or sale or deemed issuance or sale (the foregoing a "Dilutive Issuance"), then immediately after such Dilutive
Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For purposes of determining
the adjusted Exercise Price under this Section 2(a), the following shall be applicable:


 


(i) Issuance of Options.  If the Company
in any manner grants or sells any Options and the lowest price per share for which one share of Common Stock is issuable upon the
exercise of any such Option or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any
such Option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been
issued and sold by the Company at the time of the granting or sale of such Option for such price per share.  For purposes
of this Section 2(a)(i), the "lowest price per share for which one share of Common Stock is issuable upon the exercise of
any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option"
shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to
any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise
or exchange of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Company
with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon
conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option.  No further adjustment
of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon
the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of
such Convertible Securities.


 






     

     


    

 


(ii) Issuance of Convertible Securities.
 If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share
of Common Stock is issuable upon the conversion, exercise or exchange thereof is less than the Applicable Price, then such share
of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or
sale of such Convertible Securities for such price per share.  For the purposes of this Section 2(a)(ii), the "lowest
price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof" shall be
equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one
share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible
Security less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the issuance
or sale of such Convertible Security and upon conversion, exercise or exchange of such Convertible Security.  No further adjustment
of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange
of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options
for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 2(a), no further adjustment
of the Exercise Price shall be made by reason of such issue or sale.


 


(iii) Change in Option Price or Rate of Conversion.
 If the purchase price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion,
exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exercisable
or exchangeable for shares of Common Stock increases or decreases at any time, the Exercise Price in effect at the time of such
increase or decrease shall be adjusted to the Exercise Price, which would have been in effect at such time had such Options or
Convertible Securities provided for such increased or decreased purchase price, additional consideration or increased or decreased
conversion rate, as the case may be, at the time initially granted, issued or sold.  For purposes of this Section 2(a)(iii),
if the terms of any Option or Convertible Security that was outstanding as of the Subscription Date are increased or decreased
in the manner described in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common
Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such
increase or decrease.  No adjustment pursuant to this Section 2(a) shall be made if such adjustment would result in an increase
of the Exercise Price then in effect.


 


(iv) Calculation of Consideration Received.
 In case any Option is issued in connection with the issue or sale of other securities of the Company, together comprising
one integrated transaction, (x) the Options will be deemed to have been issued for the Option Value of such Options and (y) the
other securities issued or sold in such integrated transaction shall be deemed to have been issued or sold for the difference of
(I) the aggregate consideration received by the Company less any consideration paid or payable by the Company pursuant to the terms
of such other securities of the Company, less (II) the Option Value.  If any shares of Common Stock, Options or Convertible
Securities are issued or sold or deemed to have been issued or sold for cash, the consideration other than cash received therefor
will be deemed to be the net amount received by the Company therefor.  If any shares of Common Stock, Options or Convertible
Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will
be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case
the amount of consideration received by the Company will be the Closing Sale Price of such publicly traded securities on the date
of receipt.  If any shares of Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving
entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be
deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such
shares of Common Stock, Options or Convertible Securities, as the case may be.  The fair value of any consideration other
than cash or publicly traded securities will be determined jointly by the Company and the Required Holders.  If such parties
are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the "Valuation
Event"), the fair value of such consideration will be determined within five (5) Business Days after the tenth (10th)
day following the Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Required Holders.
 The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses
of such appraiser shall be borne by the Company.


 






     

     


    

 


(v) Record Date.  If the Company takes
a record of the holders of shares of Common Stock for the purpose of entitling them (A) to receive a dividend or other distribution
payable in shares of Common Stock, Options or in Convertible Securities or (B) to subscribe for or purchase shares of Common
Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issuance or sale of the shares
of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution
or the date of the granting of such right of subscription or purchase, as the case may be.


(vi) No Readjustments. For the avoidance
of doubt, in the event the Exercise Price has been adjusted pursuant to this Section 2(a) and the Dilutive Issuance that triggered
such adjustment does not occur, is not consummated, is unwound or is cancelled after the facts for any reason whatsoever, in no
event shall the Exercise Price be readjusted to the Exercise Price that would have been in effect if such Dilutive Issuance had
not occurred or been consummated.


 


(b) Exercise Floor Price.  No adjustment
to the Exercise Price pursuant to Section 2 of this Warrant shall cause the Exercise Price to be less than $0.17 (the "Exercise
Floor Price").  For the avoidance of doubt, if a Dilutive Issuance would cause the Exercise Price to be lower than
the Exercise Floor Price but for the immediately preceding sentence, then the Exercise Price shall be equal to the Exercise Floor
Price.


 


(c) Voluntary Adjustment By Company.
 The Company may at any time during the term of this Warrant, with the prior written consent of the Required Holders, reduce
the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 


(d) Adjustment Upon Subdivision or Combination
of Common Stock.  If the Company at any time on or after the Subscription Date subdivides (by any stock split, stock dividend,
recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the
Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares
will be proportionately increased.  If the Company at any time on or after the Subscription Date combines (by combination,
reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares,
the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant
Shares will be proportionately decreased.  Any adjustment under this Section 2(d) shall become effective at the close
of business on the date the subdivision or combination becomes effective.


 






     

     


    

 


(e) Number of Warrant Shares. Simultaneously
with any adjustment to the Exercise Price pursuant to this Section 2, the number of Warrant Shares that may be purchased upon exercise
of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable
hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior
to such adjustment (without regard to any limitations on exercise contained herein).


 


(f) Other
Events.  If any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for
by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights
with equity features), then the Company's Board of Directors will make an appropriate adjustment in the Exercise Price and the
number of Warrant Shares, as mutually determined by the Company's Board of Directors and the Required Holders, so as to protect
the rights of the Holder; provided that no such adjustment pursuant to this Section 2(f) will increase the Exercise Price
or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 2.


 


3. RIGHTS UPON DISTRIBUTION OF ASSETS.  From
the Subscription Date through and including the Expiration Date 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, options, evidence of indebtedness
or any other assets 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 or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) 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,
that to the extent that the Holder's right to participate in any such Distribution would result in the Holder and the other Attribution
Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to such extent
(and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial
ownership) to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such
time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage,
at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution
or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).


 






     

     


    

 


4. PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a) Purchase Rights.  From the Subscription
Date and through and including the Expiration Date, in addition to any adjustments pursuant to Section 2 above, if at any time
the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other
property pro rata to the record holders of any class 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 or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage)
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, that to the extent that the Holder's right to participate in any
such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder
shall not be entitled to participate in such Purchase Right to such extent (and shall not be entitled to beneficial ownership of
such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and such Purchase Right
to such extent shall be held in abeyance for the benefit of the Holder until such time or times as its right thereto would not
result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall
be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase
Right held similarly in abeyance) to the same extent as if there had been no such limitation).


 






     

     


    

 


(b) Fundamental Transactions.  From
the Subscription Date and through and including the Expiration Date, the Company shall not enter into or be party to a Fundamental
Transaction unless the Successor Entity assumes 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 4(b) pursuant to written agreements in form and substance
reasonably satisfactory to the Required Holders and approved by the Required Holders prior to such Fundamental Transaction, including
agreements, if so requested by the Holder, to deliver to each holder of the Registered Warrants in exchange for such Registered
Warrants a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this
Warrant, including, without limitation, an adjusted exercise price equal to the value for the shares of Common Stock reflected
by the terms of such Fundamental Transaction, and exercisable for a corresponding number of shares of capital stock 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 reasonably satisfactory to the Required Holders, 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
adjustments to the 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 occurrence or consummation of such Fundamental Transaction).  Any security issuable
or potentially issuable to the Holder pursuant to the terms of this Warrant on the consummation of a Fundamental Transaction shall
be registered and freely tradable by the Holder without any restriction or limitation or the requirement to be subject to any holding
period pursuant to any applicable securities laws. Upon the occurrence or consummation of any Fundamental Transaction, and it shall
be a required condition to the occurrence or consummation of any Fundamental Transaction that, the Company and the Successor Entity
or Successor Entities, jointly and severally, shall succeed to, and the Company shall cause any Successor Entity or Successor Entities
to jointly and severally succeed to, and be added to the term "Company" under this Warrant (so that from and after the
date of such Fundamental Transaction, each and every provision of this Warrant referring to the "Company" shall refer
instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Company and the
Successor Entity or Successor Entities, jointly and severally, may exercise every right and power of the Company prior thereto
and shall assume all of the obligations of the Company prior thereto under this Warrant with the same effect as if the Company
and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company in this Warrant, and, solely
at the request of the Holder, if the Successor Entity and/or Successor Entities is a publicly traded corporation whose common stock
is quoted on or listed for trading on an Eligible Market, shall deliver (in addition to and without limiting any right under this
Warrant) to the Holder in exchange for this Warrant a security of the Successor Entity and/or Successor Entities evidenced by a
written instrument substantially similar in form and substance to this Warrant and exercisable for a corresponding number of shares
of capital stock of the Successor Entity and/or Successor Entities (the "Successor Capital Stock") 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 (such corresponding number of shares of Successor Capital Stock
to be delivered to the Holder shall be equal to the greater of (A) the quotient of (i) the aggregate dollar value of all consideration
(including cash consideration and any consideration other than cash ("Non-Cash Consideration"), in such Fundamental
Transaction, as such values are set forth in any definitive agreement for the Fundamental Transaction that has been executed at
the time of the first public announcement of the Fundamental Transaction or, if no such value is determinable from such definitive
agreement, as determined in accordance with Section 12 with the term "Non-Cash Consideration" being substituted for the
term "Exercise Price") that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction
or the record, eligibility or other determination date for the event resulting in such Fundamental Transaction, had this Warrant
been exercised immediately prior to such Fundamental Transaction or the record, eligibility or other determination date for the
event resulting in such Fundamental Transaction (without regard to any limitations on the exercise of this Warrant) (the "Aggregate
Consideration") divided by (ii) the per share Closing Sale Price of such Successor Capital Stock on the Trading Day immediately
prior to the consummation or occurrence of the Fundamental Transaction and (B) the product of (i) the Aggregate Consideration and
(ii) the highest exchange ratio pursuant to which any stockholder of the Company may exchange shares of Common Stock for Successor
Capital Stock) (provided, however, to the extent that the Holder's right to receive any such shares of publicly traded
common stock (or their equivalent) of the Successor Entity would result in the Holder and its other Attribution Parties exceeding
the Maximum Percentage, if applicable, then the Holder shall not be entitled to receive such shares to such extent (and shall not
be entitled to beneficial ownership of such shares of publicly traded common stock (or their equivalent) of the Successor Entity
as a result of such consideration to such extent) and the portion of such shares shall be held in abeyance for the Holder until
such time or times, as its right thereto would not result in the Holder and its other Attribution Parties exceeding the Maximum
Percentage, at which time or times the Holder shall be delivered such shares to the extent as if there had been no such limitation),
and such security shall be reasonably satisfactory to the Holder, and with an identical exercise price to the Exercise Price hereunder
(such adjustments to the number of shares of capital stock and such exercise price being for the purpose of protecting after the
consummation or occurrence of such Fundamental Transaction the economic value of this Warrant that was in effect immediately prior
to the consummation or occurrence of such Fundamental Transaction, as elected by the Holder solely at its option).  Upon occurrence
or consummation of the Fundamental Transaction, and it shall be a required condition to the occurrence or consummation of such
Fundamental Transaction that, the Company and the Successor Entity or Successor Entities shall deliver to the Holder confirmation
that there shall be issued upon exercise of this Warrant at any time after the occurrence or consummation of the Fundamental Transaction,
as elected by the Holder solely at its option, shares of Common Stock, Successor Capital Stock or, in lieu of the shares of Common
Stock or Successor Capital Stock (or other securities, cash, assets or other property purchasable upon the exercise of this Warrant
prior to such Fundamental Transaction), such shares of stock, securities, cash, assets or any other property whatsoever (including
warrants or other purchase or subscription rights), which for purposes of clarification may continue to be shares of Common Stock,
if any, that the Holder would have been entitled to receive upon the happening of such Fundamental Transaction or the record, eligibility
or other determination date for the event resulting in such Fundamental Transaction, had this Warrant been exercised immediately
prior to such Fundamental Transaction or the record, eligibility or other determination date for the event resulting in such Fundamental
Transaction (without regard to any limitations on the exercise of this Warrant), as adjusted in accordance with the provisions
of this Warrant.  In addition to and not in substitution for any other rights hereunder, prior to the occurrence or consummation
of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities, cash, assets
or other property with respect to or in exchange for shares of Common Stock (a "Corporate Event"), the Company
shall make appropriate provision to insure that, and any applicable Successor Entity or Successor Entities shall ensure that, and
it shall be a required condition to the occurrence or consummation of such Corporate Event that, the Holder will thereafter have
the right to receive upon exercise of this Warrant at any time after the occurrence or consummation of the Corporate Event, shares
of Common Stock or Successor Capital Stock or, if so elected by the Holder, in lieu of the shares of Common Stock (or other securities,
cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Corporate Event (but not in lieu of
such items still issuable under Sections 3 and 4(a), which shall continue to be receivable on the shares of Common Stock or on
the such shares of stock, securities, cash, assets or any other property otherwise receivable with respect to or in exchange for
shares of Common Stock), such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or
other purchase or subscription rights and any shares of Common Stock) which the Holder would have been entitled to receive upon
the occurrence or consummation of such Corporate Event or the record, eligibility or other determination date for the event resulting
in such Corporate Event, had this Warrant been exercised immediately prior to such Corporate Event or the record, eligibility or
other determination date for the event resulting in such Corporate Event (without regard to any limitations on exercise of this
Warrant).  Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the
Holder.  The provisions of this Section 4(b) shall apply similarly and equally to successive Fundamental Transactions and
Corporate Events.  


 






     

     


    

 


(c) Notwithstanding the foregoing, in the event
of Fundamental Transaction, at the request of the Holder delivered at any time commencing on the earliest to occur of (x) the public
disclosure of any Fundamental Transaction, (y) the consummation of any Fundamental Transaction and (z) the Holder first becoming
aware of any Fundamental Transaction through the date that is ninety (90) days after the public disclosure of the consummation
of such Fundamental Transaction by the Company pursuant to a Current Report on Form 8-K filed with the SEC, the Company or the
Successor Entity (as the case may be) shall purchase this Warrant from the Holder on the date of such request by paying to the
Holder cash in an amount equal to the Black Scholes Value. Payment of such amounts shall be made by the Company (or at the Company’s
direction) to the Holder on or prior to the later of (x) the second (2nd) Trading Day after the date of such request and (y) the
date of consummation of such Fundamental Transaction.  


 


5. NONCIRCUMVENTION.  The Company
hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation or Bylaws, or through any
reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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, and will
at all times in good faith carry out all of the provisions of this Warrant and take all action as may be required to protect the
rights of the Holder.  Without limiting the generality of the foregoing, the Company (i) shall not increase the par value
of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall
take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as any of the Registered Warrants
are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock,
solely for the purpose of effecting the exercise of the Registered Warrants, 100% of the number of shares of Common Stock as shall
from time to time be necessary to effect the exercise of the Registered Warrants then outstanding (without regard to any limitations
on exercise).


 


6. WARRANT HOLDER NOT DEEMED A STOCKHOLDER.
 Except as otherwise specifically provided herein, the Holder, solely in such Person's capacity as a holder of this Warrant,
shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor
shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person's capacity as the Holder
of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate
action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise),
receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the
Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant.  In addition, nothing
contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise
of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors
of the Company.  Notwithstanding this Section 6, if not filed with the SEC, the Company shall provide the Holder with copies
of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving
thereof to the stockholders.


 






     

     


    

 


7. REISSUANCE OF WARRANTS.


 


(a) Transfer of Warrant.  Subject
to the terms hereof, if this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the
Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered
as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and,
if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance
with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.


 


(b) Lost, Stolen or Mutilated Warrant.
 Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation
of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company
in customary form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and
deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares then
underlying this Warrant.


 


(c) Exchangeable for Multiple Warrants.
 This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Warrant
or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Warrant Shares
then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares
as is designated by the Holder at the time of such surrender; provided, however, that no Registered Warrants for
fractional Warrant Shares shall be given.


 


(d) Issuance of New Warrants.  Whenever
the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor
with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares
then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c), the Warrant
Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other new Warrants issued
in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have
an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the
same rights and conditions as this Warrant.


 






     

     


    

 


8. NOTICES.  Whenever notice
is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given at its last address as
it shall appear upon the warrant register of the Company.  The Company shall provide the Holder with prompt written notice
of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor.
 Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon
any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and
(ii) at least ten (10) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend
or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible
Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for
determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation; provided in each case
that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.


 


9. AMENDMENT AND WAIVER.  Except
as otherwise provided herein, the provisions of this Warrant may be amended or waived and the Company may take any action herein
prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent
of holders of a majority of the Registered Warrants and, so long as the Lead Investor holds any Registered Warrants, the Lead Investor.


 


10. GOVERNING LAW; JURISDICTION; JURY TRIAL.  This
Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of New York. The Company 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 brought in an inconvenient forum or that
the venue of such suit, action or proceeding is improper.  The Company 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 to the Company at its principal
executive office and agrees that such service shall constitute good and sufficient service of process and notice thereof. 
The Company 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 brought in an
inconvenient forum or that the venue of such suit, action or proceeding is improper.  Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.  Nothing contained herein shall be deemed or
operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to
collect on the Company's obligations to the Holder, to realize on any collateral or any other security for such obligations, or
to enforce a judgment or other court ruling in favor of the Holder.  THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT
MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING
OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 






     

     


    

 


11. CONSTRUCTION; HEADINGS.  This
Warrant shall be deemed to be jointly drafted by the Company and all the Buyers and shall not be construed against any Person as
the drafter hereof.  The headings of this Warrant are for convenience of reference and shall not form part of, or affect the
interpretation of, this Warrant.


 


12. DISPUTE RESOLUTION.  In the
case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company
shall submit the disputed determinations or arithmetic calculations via facsimile or electronic mail within two (2) Business Days
of receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder.  If the Holder and the Company
are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within three (3) Business
Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within two
(2) Business Days submit via facsimile or electronic mail (a) the disputed determination of the Exercise Price to an independent,
reputable investment bank selected by the Company and reasonably acceptable to the Holder or (b) the disputed arithmetic calculation
of the Warrant Shares to the Company's independent, outside accountant.  The Company shall cause at its expense the investment
bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder
of the results no later than ten (10) Business Days from the time it receives the disputed determinations or calculations.  Such
investment bank's or accountant's determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable
error.


 


13. REMEDIES, OTHER OBLIGATIONS, BREACHES AND
INJUNCTIVE RELIEF.  The remedies provided in this Warrant shall be cumulative and in addition to all other remedies
available under this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performance
and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure
by the Company to comply with the terms of this Warrant.  The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate.  The
Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled,
in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic
loss and without any bond or other security being required.


 


14. TRANSFER.  This Warrant and
the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the consent of the Company.


 






     

     


    

 


15. SEVERABILITY.  If any provision
of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction,
the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent
that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity
of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without material change,
the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability
of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties
or the practical realization of the benefits that would otherwise be conferred upon the parties.  The parties will endeavor
in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect
of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


16. DISCLOSURE.  Upon receipt or delivery
by the Company of any notice in accordance with the terms of this Warrant, unless the Company has in good faith determined that
the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries
(as defined in the Securities Purchase Agreement), the Company shall within one (1) Business Day after any such receipt or delivery
publicly disclose such material, nonpublic information on a Current Report on Form 8-K or otherwise.  In the event that the
Company believes that a notice contains material, nonpublic information relating to the Company or its Subsidiaries, the Company
so shall indicate to the Holder contemporaneously with delivery of such notice, and in the absence of any such indication, the
Holder shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic information relating
to the Company or its Subsidiaries.


 


17. COMPANY OPTIONAL REDEMPTION. If at
any time after the date hereof, (i) the Closing Bid Price of the Common Stock is equal to or greater than $1.75 per share (as adjusted
for stock splits, stock combinations and the like occurring from and after the Issuance Date) (the “Trigger Price”)
for a period of thirty (30) consecutive Trading Days following the applicable date of determination (the thirty (30) consecutive
Trading Days on which the condition in this clause (i) is satisfied are referred to herein as the “Measuring Period”),
(ii) no Equity Conditions Failure shall have occurred, and (iii) the aggregate dollar trading volume (as reported on Bloomberg)
of the Common Stock on the applicable Eligible Market for each Trading Day during the Measuring Period exceeds $225,000 per day
(the foregoing conditions in clause (i) through (iii) above, collectively, the “Redemption Conditions”), then
the Company shall have the right to purchase the entire then-remaining portion of this Warrant from the Holder as set forth below
(a “Company Redemption”). The Company may exercise its right to purchase the entire then-remaining portion of
this Warrant under this Section 17 by delivering (provided that all of the Redemption Conditions are then satisfied), on the first
(1st) Trading Day immediately following the satisfaction of all the Redemption Conditions, a written notice thereof by via e-mail
to the Holder (the “Redemption Notice” and the date the Holder receives such notice by facsimile is referred
to as the “Redemption Notice Date”). The Redemption Notice shall be irrevocable. The Redemption Notice shall
(1) state the Trading Day selected for the Company Redemption in accordance with this Section 17, which Trading Day shall be at
least five (5) Trading Days but not more than sixty (60) Trading Days following the Redemption Notice Date (the “Redemption
Date”), (2) contain a certification from the Chief Executive Officer of the Company that there has been no Equity Conditions
Failure and (3) contain a certification from the Chief Executive Officer of the Company that the Company has simultaneously taken
the same action with respect to all of the Other Warrants that are then eligible to be purchased by the Company. On the Redemption
Date, the Company shall pay $0.01 for this Warrant (the “Redemption Price”) to the Holder on the Redemption
Date by wire transfer of immediately available funds to an account specified by the Holder. Notwithstanding anything contained
in this Section 17 to the contrary, if (I) any shares of Common Stock trade for a price less than the Trigger Price on any day
Trading Day during the period commencing on the Redemption Notice Date and ending on the Trading Day immediately preceding the
Redemption Date; (II) the aggregate dollar trading volume (as reported on Bloomberg) of the Common Stock on the applicable Eligible
Market on any day Trading Day during the period commencing on the Redemption Notice Date and ending on the Trading Day immediately
preceding the Redemption Date is less than $225,000; or (III) an Equity Conditions Failure occurs on any day during the period
commencing on the Redemption Notice Date and ending on the Redemption Date which has not been waived in writing by the Holder,
then, in any case, the applicable Redemption Notice delivered to the Holder shall be null and void ab initio and the Company Redemption
shall not occur. If the Company elects to cause a Company Redemption of the entire then-remaining portion of this Warrant pursuant
to this Section 17, then it must simultaneously take the same action with respect to all of the Other Warrants that are then eligible
to be purchased. Notwithstanding the foregoing, the Holder may exercise all or any portion of this Warrant at any time and from
time to time after the Redemption Notice Date until the Holder’s receipt of the Redemption Price from the Company and any
such exercise of this Warrant shall not reduce the Redemption Price.


 






     

     


    

 


18. CERTAIN DEFINITIONS.  For purposes
of this Warrant, the following terms shall have the following meanings:


 


(a)          "1933
Act" means the Securities Act of 1933, as amended.


 


(b)          "Affiliate"
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common
control with, such Person, it being understood for purposes of this definition that "control" of a Person means the power
directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors of such
Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.


 


(c)          "Alternate
Net Number" means, with respect to any given exercise hereunder, the product of (i) 200% of the applicable Warrant Exercise
Percentage of the Initial Warrant Amount and (ii) the quotient obtained by dividing (A) the difference obtained by subtracting
(x) the Market Price, from (y) the Exercise Price as of the Subscription Date (as adjusted for stock splits, stock dividends, stock
combinations, recapitalizations or other similar events) by (B) the Market Price.


 


(d)          "Approved
Stock Plan" means any employee benefit plan which has been approved by the Board of Directors of the Company, pursuant
to which the Company's securities may be issued to any employee, officer or director for services provided to the Company.


 






     

     


    

 


(e)          "Attribution
Parties" means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder
funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by
the Holder's investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or
any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of
the foregoing and (iv) any other Persons whose beneficial ownership of the Company's Common Stock would or could be aggregated
with the Holder's and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act.  For clarity, the purpose
of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.  


 


(f)          
“Black Scholes Value" means the value of this Warrant calculated using the greater of the Black-Scholes Option
Pricing Model obtained from the "OV" function on Bloomberg, as a put option or a call option, determined as of the day
immediately following the public announcement of the applicable Fundamental Transaction, or, if the Fundamental Transaction is
not publicly announced, the date the Fundamental Transaction is consummated, for pricing purposes and reflecting (i) a risk-free
interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of such date
of request, (ii) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function
on Bloomberg as of the day immediately following the public announcement of the applicable Fundamental Transaction, or, if the
Fundamental Transaction is not publicly announced, the date the Fundamental Transaction is consummated, (iii) the underlying price
per share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any
non-cash consideration, if any, being offered in the Fundamental Transaction, (iv) a zero cost of borrow and (v) a 360 day annualization
factor.


 


(g)          "Bloomberg"
means Bloomberg Financial Markets.


 


(h)          "Business
Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed.


 


(i)          "Closing
Bid Price" and "Closing Sale Price" means, for any security as of any date, the last closing bid price
and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal
Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as
the case may be, then the last bid price or the last trade price, respectively, of such security prior to 4:00:00 p.m., New York
time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such
security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or
trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing
bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for
such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security
by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported
in the OTC Link or "pink sheets" by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.).  If the Closing Bid
Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing
Bid Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually
determined by the Company and the Holder.  If the Company and the Holder are unable to agree upon the fair market value of
such security, then such dispute shall be resolved pursuant to Section 12.  All such determinations to be appropriately adjusted
for any stock dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation
period.


 






     

     


    

 


(j)          "Common
Stock" means (i) the Company's Class A common stock, par value $0.001 per share, and (ii) any share capital
into which such Common Stock shall have been changed or any share capital resulting from a reclassification of such Common Stock.


 


(k)          "Convertible
Securities" means any stock or securities (other than Options) directly or indirectly convertible into or exercisable
or exchangeable for shares of Common Stock, other than Excluded Securities.


 


(l)           "Eligible
Market" means the Principal Market, the NYSE MKT LLC, The NASDAQ Global Select Market, The NASDAQ Global Market, The New
York Stock Exchange, Inc., the OTC QX market or the OTC QB market.


 


(m)          “Equity Conditions” means: (i) on each day during the period beginning one month prior to the applicable date
of determination and ending on and including the applicable date of determination all Warrant Shares (assuming a cashless exercise
in full of this Warrant) shall be eligible for sale without restriction under Rule 144 (including, without limitation, volume restrictions)
and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) and without the
need for registration under any applicable federal or state securities laws (disregarding any limitation on exercise of the Warrants);
(ii) on each day during the period beginning three months prior to the applicable date of determination and ending on and including
the applicable date of determination (the “Equity Conditions Measuring Period”), the Common Stock (including
all Warrant Shares) is listed or designated for quotation (as applicable) on an Eligible Market and shall not have been suspended
from trading on an Eligible Market (other than suspensions of not more than two (2) days and occurring prior to the applicable
date of determination due to business announcements by the Company) nor shall delisting or suspension by an Eligible Market be
pending or have been threatened either (A) in writing by such Eligible Market or (B) by falling below the minimum listing maintenance
requirements of the Eligible Market on which the Common Stock is then listed or designated for quotation (as applicable); (iii)
on each day during the Equity Conditions Measuring Period, the Company shall have delivered all shares of Common Stock issuable
upon exercise of this Warrant on a timely basis as set forth in Section 1(a) hereof; (iv) any shares of Common Stock to be issued
in connection with the event requiring determination may be issued in full without violating Section 1(f) hereof; (v) any shares
of Common Stock to be issued in connection with the event requiring determination may be issued in full without violating the rules
or regulations of the Eligible Market on which the Common Stock is then listed or designated for quotation (as applicable); (vi)
on each day during the Equity Conditions Measuring Period, no public announcement of a pending, proposed or intended Fundamental
Transaction shall have occurred which has not been abandoned, terminated or consummated; (vii) the Company shall have no knowledge
of any fact that would reasonably be expected to cause the Warrant Shares (assuming a cashless exercise in full of this Warrant)
to not be eligible for sale without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without
the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or any applicable state securities
laws (disregarding any limitation on exercise of the Warrants); (viii) the Holder shall not be in possession of any material, non-public
information provided to any of them by the Company, any of its affiliates or any of their respective employees, officers, representatives,
agents or the like; and (ix) on each day during the Equity Conditions Measuring Period, the Company otherwise shall have been in
compliance with each, and shall not have breached any, provision, covenant, representation or warranty of the Underwriting Agreement.






 






     

     


    

 


(n)          
“Equity Conditions Failure” means that on any day during the period commencing twenty (20) Trading Days prior
to the Redemption Notice Date through the Redemption Date, the Equity Conditions have not been satisfied (or waived in writing
by the Holder).


 


(o)          "Excluded
Securities" means: (i) any shares of Common Stock or standard options issued to directors, officers or employees of the
Company for services rendered to the Company in their capacity as such pursuant to an Approved Stock Plan (as defined above), provided
that (A) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such options) after the Subscription
Date pursuant to this clause (i) do not, in the aggregate, exceed more than 5% of the Common Stock issued and outstanding immediately
prior to the Subscription Date in any twelve (12) month period and (B) the exercise price of any such options is not lowered, none
of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such
options are otherwise materially changed in any manner that adversely affects the holders of Registered Warrants;, (ii) any shares
of Common Stock issued or issuable upon exercise of the Registered Warrants or the Other Warrants; provided, that the terms
of such Registered Warrants and Other Warrants are not amended, modified or changed on or after the Subscription Date, (iii) any
shares of Common Stock issued or issuable upon exercise of any Options or Convertible Securities which are outstanding on the day
immediately preceding the Subscription Date; provided, that the terms of such Options or Convertible Securities are not
amended, modified or changed on or after the Subscription Date, or (iv) securities issued pursuant to acquisitions or strategic
transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be
to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner
of an asset in a business synergistic with or complementary to the business of the Company and shall provide to the Company additional
benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities
primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.  


 


(p)          "Expiration
Date" means the date twenty-four (24) months after the Initial Exercisability Date or, if such date falls on a day other
than a Business Day or on which trading does not take place on the Principal Market (a "Holiday"), the next day
that is not a Holiday.


 






     

     


    

 


(q)          
“Fundamental Transaction" means (A) that the Company shall, directly or indirectly, including through Subsidiaries,
Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company
is the surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially
all of the properties or assets of the Company or any of its "significant subsidiaries" (as defined in Rule 1-02 of Regulation
S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be
subject to or have its Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender or exchange
offer that is accepted by the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding
shares of Common Stock calculated as if any shares of Common Stock held by all Subject Entities making or party to, or Affiliated
with any Subject Entities making or party to, such purchase, tender or exchange offer were not outstanding; or (z) such number
of shares of Common Stock such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party
to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934
Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or
more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire, either (x) at least 50% of
the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated as if any shares
of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making or party to,
such stock purchase agreement or other business combination were not outstanding; or (z) such number of shares of Common Stock
such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least
50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its Common Stock, (B) that the Company
shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, allow
any Subject Entity individually or the Subject Entities in the aggregate to be or become the "beneficial owner" (as defined
in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender,
tender offer, exchange, reduction in outstanding Common Stock, merger, consolidation, business combination, reorganization, recapitalization,
spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of
either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock, (y)
at least 50% of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock not held by all
such Subject Entities as of the Subscription Date calculated as if any shares of Common Stock held by all such Subject Entities
were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding shares of
Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form
merger or other transaction requiring other stockholders of the Company to surrender their shares of Common Stock without approval
of the stockholders of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one
or more related transactions, the issuance of or the entering into any other instrument or transaction structured in a manner to
circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this definition
or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or transaction.


 






     

     


    

 


(r)          "Group"
means a "group" as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.


 


(s)          Intentionally
Omitted.


 


(t)          "Initial
Warrant Amount" means the maximum number of Warrant Shares initially issuable upon a cash exercise of this Warrant on
the Issuance Date (without regard to any restrictions or limitation on exercise contained herein, including pursuant to Section
1(f). 


 


(u)          "Lead
Investor" means Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B.


 


(v)         "Market
Price" means, as of any date, the lower of (i) the lowest Closing Bid Price of the Common Stock on the 10 Trading Days
immediately prior to such date and (ii) the lowest Weighted Average Price of the Common Stock on the 10 Trading Days immediately
prior to such date.


 


(w)          "Option
Value" means the value of an Option calculated using the greater of the Black-Scholes Option Pricing Model obtained from
the "OV" function on Bloomberg, as a put option or a call option, determined as of (A) the Trading Day prior to the public
announcement of the issuance of the applicable Option, if the issuance of such Option is publicly announced or (B) the Trading
Day immediately following the issuance of the applicable Option if the issuance of such Option is not publicly announced, for pricing
purposes and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining
term of the applicable Option as of the applicable date of determination, (ii) an expected volatility equal to the greater of 100%
and the 100 day volatility obtained from the HVT function on Bloomberg as of (A) the Trading Day immediately following the public
announcement of the applicable Option if the issuance of such Option is publicly announced or (B) the Trading Day immediately following
the issuance of the applicable Option if the issuance of such Option is not publicly announced, (iii) the underlying price per
share used in such calculation shall be the highest Weighted Average Price of the Common Stock during the period beginning on the
Trading Day prior to the execution of definitive documentation relating to the issuance of the applicable Option and ending on
(A) the Trading Day immediately following the public announcement of such issuance, if the issuance of such Option is publicly
announced or (B) the Trading Day immediately following the issuance of the applicable Option if the issuance of such Option is
not publicly announced, (iv) a zero cost of borrow and (v) a 360 day annualization factor.


 


(x)          "Options"
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.


 






     

     


    

 


(y)          "Other
Warrants" means the Series A Warrants issued by the Company on the Issuance Date pursuant to the Underwriting Agreement.


 


(z)          "Parent
Entity" of a Person means an entity that, directly or indirectly, controls the applicable Person, including such entity
whose common stock or common shares or equivalent equity security is quoted or listed on an Eligible Market (or, if so elected
by the Required Holders, any other market, exchange or quotation system), or, if there is more than one such Person or such entity,
the Person or such entity designated by the Required Holders or in the absence of such designation, such Person or entity with
the largest public market capitalization as of the date of consummation of the Fundamental Transaction.


 


(aa)         "Person"
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency thereof.


 


(bb)         "Principal
Market" means The NASDAQ Capital Market.


 


(cc)         "Required
Holders" means the holders of the Registered Warrants representing at least a majority of the shares of Common Stock underlying
the Registered Warrants then outstanding and shall include the Lead Investor so long as the Lead Investor or any of its Affiliates
holds any Registered Warrants.


 


(dd)         "Standard
Settlement Period" means the standard settlement period, expressed in a number of Trading Days, on the Company's primary
Eligible Market with respect to the Common Stock as in effect on the date of delivery of the applicable Exercise Notice.


 


(ee)         "Subject
Entity" means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.


 


(ff)         "Successor
Entity" means one or more Person or Persons (or, if so elected by the Holder, the Company or Parent Entity) formed by,
resulting from or surviving any Fundamental Transaction or one or more Person or Persons (or, if so elected by the Holder, the
Company or the Parent Entity) with which such Fundamental Transaction shall have been entered into.


 


(gg)         "Trading
Day" means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock is then traded.


 


(hh)         "Warrant
Exercise Percentage" means, with respect to any exercise of this Warrant, the quotient determined by dividing (x) the
number of Warrants being exercised (without any restrictions or limitation on exercise contained herein, including pursuant to
Section 1(f)) and (y) the Initial Warrant Amount. 


 






     

     


    

 


(ii)         "Weighted
Average Price" means, for any security as of any date, the dollar volume-weighted average price for such security on the
Principal Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly
announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market
publicly announces is the official close of trading), as reported by Bloomberg through its "Volume at Price" function
or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on
the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time (or such other time
as such market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time
as such market publicly announces is the official close of trading), as reported by Bloomberg, or, if no dollar volume-weighted
average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest
closing ask price of any of the market makers for such security as reported in the OTC Link or "pink sheets" by OTC Markets
Group Inc. (formerly Pink OTC Markets Inc.).  If the Weighted Average Price cannot be calculated for a security on a particular
date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as
mutually determined by the Company and the Holder.  If the Company and the Holder are unable to agree upon the fair market
value of such security, then such dispute shall be resolved pursuant to Section 12 with the term "Weighted Average Price"
being substituted for the term "Exercise Price." All such determinations shall be appropriately adjusted for any stock
dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation period.


 


[Signature Page Follows]


 




     

     


    

 


IN WITNESS WHEREOF, the Company has caused
this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.


 





	 	REPROS THERAPEUTICS, INC.	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 




     

     


    

 


 


EXHIBIT A


 


EXERCISE NOTICE


 


TO BE EXECUTED BY THE REGISTERED HOLDER TO
EXERCISE THIS


WARRANT TO PURCHASE COMMON STOCK


 


REPROS THERAPEUTICS, INC.


 


The undersigned
holder hereby exercises the right to purchase _________________ shares of Common Stock ("Warrant Shares") of Repros
Therapeutics, Inc., a Delaware corporation (the "Company"), evidenced by
the attached Warrant to Purchase Common Stock (the "Warrant").  Capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Warrant.


 


1.  Form of Exercise Price.  The Holder
intends that payment of the Exercise Price shall be made as: ____________ a "Cash Exercise" with respect to _________________
Warrant Shares; and/or ____________ a "Cashless Exercise" with respect to _______________ Warrant Shares, resulting
in a delivery obligation by the Company to the Holder of _____________ shares of Common Stock representing the applicable Net Number
or Alternate Net Number.


 


2.  Payment of Exercise Price.  In
the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto,
the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms
of the Warrant.


 





3.
 Delivery of Warrant Shares.  The Company shall deliver to Holder, or its designee or agent as specified below, __________
shares of Common Stock in accordance with the terms of the Warrant. Delivery shall be made
to Holder, or for its benefit, as follows:


 


 ̈          Check
here if requesting delivery as a certificate to the following name and to the following address:




 


	Issue to:	 
	 	 
	 	 


 


  ̈          Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:




 


	DTC Participant:	 
	 	 
	DTC Number:	 
	 	 
	Account Number:	 



 






     

     


    

 


Date: ________________ __, _____


 


	 	 
	Name of Registered Holder	 
	 	 	 
	By: 	 	 
		Name:	 
		Title:	 


 


	 	Tax ID:	 	 


 


	 	Facsimile:	 	 


 


	 	E-mail Address:	 	 


 




     

     


    

 


ACKNOWLEDGMENT


 


The Company hereby acknowledges
this Exercise Notice and hereby directs Computershare Trust Company, N.A. to issue the above indicated number of shares of Common
Stock in accordance with the Transfer Agent Instructions dated May __, 2017 from the Company and acknowledged and agreed to by
directs Computershare Trust Company, N.A.


 


	 	REPROS THERAPEUTICS, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: