TherapeuticsMD 8-K


 


Exhibit 10.3


 





NEITHER THIS SECURITY NOR
THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE
TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES
ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
SECURITIES.


 


COMMON STOCK PURCHASE
WARRANT


THERAPEUTICSMD,
INC.


Warrant Shares: __________ Initial Exercise
Date: ________________


 


This is to certify
that, for the payment of $100 and other good and valuable consideration received, _________________________ (the
“Holder”), or its registered assigns, is entitled, at any time from the Issuance Date (as hereinafter defined) to the
Expiration Date (as hereinafter defined), to purchase from THERAPEUTICSMD, INC., a Nevada corporation (the “Company”),
________________________(____________) shares of the Company's Common Stock (as hereinafter defined and subject to adjustment as
provided herein), in whole or in part, including fractional parts, at a purchase price per share equal to $______ subject to any
adjustments made to such amount pursuant to Section 4 hereto) on the terms and conditions and pursuant to the provisions hereinafter
set forth.


		1.	DEFINITIONS



As used in this Warrant,
the following terms have the respective meanings set forth below:


“Additional
Shares of Common Stock” shall mean all shares of Common Stock issued by the Company after the Closing Date, other than Warrant
Stock.


“Book Value”
shall mean, in respect of any share of Common Stock on any date herein specified, the consolidated book value of the Company as
of the last day of any month immediately preceding such date, divided by the number of Fully Diluted Outstanding shares of Common
Stock as determined in accordance with GAAP (assuming the payment of the exercise prices for such shares) by a firm of independent
certified public accountants of recognized national standing selected by the Company and reasonably acceptable to the Holder.


“Business Day”
shall mean any day that is not a Saturday or Sunday or a day on which banks are required or permitted to be closed in the State
of New York.



     

     

    



“Commission”
shall mean the Securities and Exchange Commission or any other federal agency then administering the Securities Act and other federal
securities laws.


“Common Stock”
shall mean (except where the context otherwise indicates) the Common Stock, par value $0.001 per share, of the Company as constituted
on the Closing Date, and any capital stock into which such Common Stock may thereafter be changed, and shall also include (i) capital
stock of the Company of any other class (regardless of how denominated) issued to the holders of shares of Common Stock upon any
reclassification thereof which is also not preferred as to dividends or assets over any other class of stock of the Company and
which is not subject to redemption and (ii) shares of common stock of any successor or acquiring corporation received by or
distributed to the holders of Common Stock of the Company in the circumstances contemplated by Section 4.3.


“Convertible
Securities” shall mean evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable,
with or without payment of additional consideration in cash or property, for shares of Common Stock, either immediately or upon
the occurrence of a specified date or a specified event.


“Current Warrant
Price” shall mean $______ subject to any adjustments to such amount made in accordance with Section 4 hereof.


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect from time to time.


“Exercise Period”
shall mean the period during which this Warrant is exercisable pursuant to Section 2.1.


“Expiration
Date” shall mean ______________.


“Fully Diluted
Outstanding” shall mean, when used with reference to Common Stock, at any date as of which the number of shares thereof is
to be determined, all shares of Common Stock Outstanding at such date and all shares of Common Stock issuable in respect of this
Warrant, outstanding on such date, and other options or warrants to purchase, or securities convertible into, including without
limitation the shares of Common Stock outstanding on such date which would be deemed outstanding in accordance with GAAP for purposes
of determining book value or net income per share.


“GAAP”
shall mean generally accepted accounting principles in the United States of America as from time to time in effect.


“Holder”
shall mean the Person in whose name the Warrant or Warrant Stock set forth herein is registered on the books of the Company maintained
for such purpose.


“Market Price”
per Common Share means the average of the closing bid prices of the Common Shares as reported on the National Association of Securities
Dealers Automated Quotation System for the National Market, (“NASDAQ”) or, if such security is not listed or admitted
to trading on the NASDAQ, on the principal national security exchange or quotation system on which such security is quoted or listed
or admitted to trading, or, if not quoted or listed or admitted to trading on any national securities exchange or quotation system,
the closing bid price of such security on the over-the-counter market on the day in question as reported by the National Association
of Security Dealers, Inc., or a similar generally accepted reporting service, as the case may be, for the five (5) trading days
immediately preceding the date of determination.



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“Other Property”
shall have the meaning set forth in Section 4.5.


“Outstanding”
shall mean, when used with reference to Common Stock, at any date as of which the number of shares thereof is to be determined,
all issued shares of Common Stock, except shares then owned or held by or for the account of the Company or any subsidiary thereof,
and shall include all shares issuable in respect of outstanding scrip or any certificates representing fractional interests in
shares of Common Stock.


“Person”
shall mean any individual, sole proprietorship, partnership, joint venture, trust, incorporated organization, association, corporation,
institution, public benefit corporation, entity or government (whether federal, state, county, city, municipal or otherwise, including,
without limitation, any instrumentality, division, agency, body or department thereof).


“Restricted
Common Stock” shall mean shares of Common Stock which are, or which upon their issuance on the exercise of this Warrant would
be, evidenced by a certificate bearing the restrictive legend set forth in Section 9.1(a).


“Securities
Act” shall mean the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.


“Transfer”
shall mean any disposition of any Warrant or Warrant Stock or of any interest in either thereof, which would constitute a sale
thereof within the meaning of the Securities Act.


“Transfer Notice”
shall have the meaning set forth in Section 9.2.


“Vesting Date”
shall mean ninety (90) days after issuance.


“Warrant Issuance
Date” shall mean the date on which the Warrants are issued to the Holder.


“Warrants”
shall mean this Warrant and all warrants issued upon transfer, division or combination of, or in substitution for, any thereof.
All Warrants shall at all times be identical as to terms and conditions and date, except as to the number of shares of Common Stock
for which they may be exercised.


“Warrant Price”
shall mean an amount equal to (i) the number of shares of Common Stock being purchased upon exercise of this Warrant pursuant
to Section 2.1, multiplied by (ii) the Current Warrant Price as of the date of such exercise.


“Warrant Stock”
shall mean the shares of Common Stock purchased by the holders of the Warrants upon the exercise thereof.


		2.	EXERCISE OF WARRANT



2.1.Manner
of Exercise. From and after the Vesting Date unless cancelled prior to such date and until 5:00 P.M., New York City time, on
the Expiration Date, Holder may exercise this Warrant, on any Business Day, for all or any part of the number of shares of Common
Stock purchasable hereunder.



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In order to exercise
this Warrant, in whole or in part, Holder shall deliver to the Company at the office or agency designated by the Company pursuant
to Section 12, (i) a written notice of Holder’s election to exercise this Warrant, which notice shall specify the number
of shares of Common Stock to be purchased, (ii) payment by cash, check or bank draft payable to the Company of the Warrant
Price in cash or by wire transfer or cashier’s check drawn on a United States bank for all shares then being purchased and
(iii) this Warrant. Such notice shall be substantially in the form of the subscription form appearing at the end of this Warrant
as Exhibit 1, duly executed by Holder or its agent or attorney. Upon receipt of the items referred to in clauses (i), (ii)
and (iii) above, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, execute
or cause to be executed and deliver or cause to be delivered to Holder a certificate or certificates representing the aggregate
number of full shares of Common Stock issuable upon such exercise, together with cash in lieu of any fraction of a share, as hereinafter
provided. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations
as Holder shall request in the notice and shall be registered in the name of Holder or, subject to Section 9, such other name as
shall be designated in the notice. This Warrant shall be deemed to have been exercised and such certificate or certificates shall
be deemed to have been issued, and Holder or any other Person so designated to be named therein shall be deemed to have become
a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of
the Warrant Price. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate
or certificates representing Warrant Stock, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased
shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.


The Holder shall be
entitled to exercise the Warrant notwithstanding the commencement of any case under 11 U.S.C. § 101 et seq.
(the “Bankruptcy Code”). In the event the Company is a debtor under the Bankruptcy Code, the Company hereby waives
to the fullest extent permitted any rights to relief it may have under 11 U.S.C. § 362 in respect of the Holder’s
exercise right. The Company hereby waives to the fullest extent permitted any rights to relief it may have under 11 U.S.C. § 362
in respect of the exercise of the Warrant. The Company agrees, without cost or expense to the Holder, to take or consent to any
and all action necessary to effectuate relief under 11 U.S.C. § 362.


2.2Cashless Provision.
Holder may elect to exercise the Warrant through the method of cashless exercise as follows:


 


On the date of calculation
of the cashless exercise, if the Market Price of one share of the Company's Common Stock is greater than the Exercise Price (as
stated in the Holder's Warrant), in lieu of exercising the Warrant for cash, the holder may elect to receive shares equal to the
value (as determined below) of the Warrant (or the portion thereof being exercised) by the surrender of the Warrant at the principle
office of the Company together with a properly endorsed Notice of Exercise and notice of such election in which event the Company
shall issue to the Holder a number of shares of Common Stock computed using the following formula:


 


X = Y (A-B)


A


 


X= the number of shares of Common
Stock to be issued to the Holder


 


Y = the number of shares of Common
Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled
(at the date of such calculation)


 



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A= the Market Price of one share
of the Company Common Stock (at the date of such calculation)


 


B= Exercise Price (as adjusted to
the date of such calculation).


 


2.3.Payment of Taxes and Charges.
All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued, fully
paid and nonassessable, and without any preemptive rights. The Company shall pay all expenses in connection with, and all taxes
and other governmental charges that may be imposed with respect to, the issue or delivery thereof.


 


2.4.Fractional
Shares. The Company shall not be required to issue a fractional share of Common Stock upon exercise of any Warrant. As to any
fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash adjustment
in respect of such final fraction in an amount equal to the same fraction of the Market Price per share of Common Stock on the
relevant exercise date.


2.5.Continued
Validity. A holder of shares of Common Stock issued upon the exercise of this Warrant, in whole or in part (other than a holder
who acquires such shares after the same have been publicly sold pursuant to a Registration Statement under the Securities Act or
sold pursuant to Rule 144 thereunder), shall continue to be entitled with respect to such shares to all rights to which it would
have been entitled as Holder under Sections 9, 10 and 14 of this Warrant. The Company will, at the time of exercise of this Warrant,
in whole or in part, upon the request of Holder, acknowledge in writing, in form reasonably satisfactory to Holder, its continuing
obligation to afford Holder all such rights; provided, however, that if Holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford to Holder all such rights.


		3.	TRANSFER, DIVISION AND COMBINATION



3.1.Transfer.
Subject to compliance with Section 9, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered
on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Company
referred to in Section 2.1 or the office or agency designated by the Company pursuant to Section 12, together with a written assignment
of this Warrant substantially in the form of Exhibit 2 hereto duly executed by Holder or its agent or attorney. Upon such
surrender, the Company shall, subject to Section 9, execute and deliver a new Warrant or Warrants in the name of the assignee or
assignees and in the denomination specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing
the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned in compliance
with Section 9, may be exercised by a new Holder for the purchase of shares of Common Stock without having a new Warrant issued.


3.2. Division
and Combination. Subject to Section 9, this Warrant may be divided or combined with other Warrants upon presentation hereof
at the aforesaid office or agency of the Company, together with a written notice specifying the names and denominations in which
new Warrants are to be issued, signed by Holder or its agent or attorney. Subject to compliance with Section 3.1 and with Section
9, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant
or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.


3.3.Expenses.
The Company shall prepare, issue and deliver at its own expense the new Warrant or Warrants under this Section 3.



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3.4.Maintenance
of Books. The Company agrees to maintain, at its aforesaid office or agency, books for the registration and the registration
of transfer of the Warrants.


		4.	ADJUSTMENTS



The number of shares
of Common Stock for which this Warrant is exercisable, or the price at which such shares may be purchased upon exercise of this
Warrant, shall be subject to adjustment from time to time as set forth in this Section 4. The Company shall give Holder notice
of any event described below which requires an adjustment pursuant to this Section 4 at the time of such event.


4.1.Stock Dividends,
Subdivisions and Combinations. If at any time the Company shall:


(a)take
a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend payable in, or other distribution
of, Additional Shares of Common Stock,


(b)subdivide
its outstanding shares of Common Stock into a larger number of shares of Common Stock, or


(c)combine
its outstanding shares of Common Stock into a smaller number of shares of Common Stock,


then (i) the
number of shares of Common Stock for which this Warrant is exercisable immediately after the occurrence of any such event shall
be adjusted to equal the number of shares of Common Stock which a record holder of the same number of shares of Common Stock for
which this Warrant is exercisable immediately prior to the occurrence of such event would own or be entitled to receive after the
happening of such event, and (ii) the Current Warrant Price shall be adjusted to equal (A) the Current Warrant Price
multiplied by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to the adjustment divided
by (B) the number of shares for which this Warrant is exercisable immediately after such adjustment.


4.2.Other Provisions
Applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of
the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price provided for in this Section
4:


(a)When
Adjustments to Be Made. The adjustments required by this Section 4 shall be made whenever and as often as any specified event
requiring an adjustment shall occur. For the purpose of any adjustment, any specified event shall be deemed to have occurred at
the close of business on the date of its occurrence.


(b)Fractional
Interests. In computing adjustments under this Section 4, fractional interests in Common Stock shall be taken into account
to the nearest 1/10th of a share.


(c)When
Adjustment Not Required. If the Company shall take a record of the holders of its Common Stock for the purpose of entitling
them to receive a dividend or distribution or subscription or purchase rights and shall, thereafter and before the distribution
to stockholders thereof, legally abandon its plan to pay or deliver such dividend, distribution, subscription or purchase rights,
then thereafter no adjustment shall be required by reason of the taking of such record and any such adjustment previously made
in respect thereof shall be rescinded and annulled.



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(d)Challenge
to Good Faith Determination. Whenever the Board of Directors of the Company shall be required to make a determination in good
faith of the fair value of any item under this Section 4, such determination may be challenged in good faith by the Holder, and
any dispute shall be resolved by an investment banking firm of recognized national standing selected by the Holder and reasonably
acceptable to the Company.


(e)Proceeding
Prior to Any Action Requiring Adjustment. As a condition precedent to the taking of any action which would require an adjustment
pursuant to this Section 4, the Company shall take any action which may be necessary, including obtaining regulatory approvals
or exemptions, in order that the Company may thereafter validly and legally issue as fully paid and nonassessable all shares of
Common Stock which the Holder is entitled to receive upon exercise hereof.


4.3.Reorganization,
Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify
its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or
where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose
of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization,
reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation,
or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription
or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”),
are to be received by or distributed to the holders of Common Stock of the Company, then Holder shall have the right thereafter
to receive, upon exercise of the Warrant, the number of shares of common stock of the successor or acquiring corporation or of
the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification,
merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of
assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance
and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the
obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate, subject to the Holder’s
consent, in order to provide for adjustments of shares of Common Stock for which this Warrant is exercisable which shall be as
nearly equivalent as practicable to the adjustments provided for in this Section 4. For purposes of this Section 4.3, “common
stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred
as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also
include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such
stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 4.3 shall similarly apply to successive
reorganizations, reclassifications, mergers, consolidations or disposition of assets.


4.4.Other Action
Affecting Common Stock. In case at any time or from time to time the Company shall take any action in respect of its Common
Stock, other than any action taken in the ordinary course of the Company’s business or any action described in this Section
4, which would have a material adverse effect upon the rights of the Holder, the number of shares of Common Stock and/or the purchase
price thereof shall be adjusted in such manner as may be equitable in the circumstances, as determined in good faith by an investment
bank selected by Holder.



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4.5.Certain
Limitations. Notwithstanding anything herein to the contrary, the Company agrees not to enter into any transaction which, by
reason of any adjustment hereunder, would cause the Current Warrant Price to be less than the par value per share of Common Stock.


4.6.No Voting
Rights. This Warrant shall not entitle its Holder to any voting rights or other rights as a shareholder of the Company.


		5.	NOTICES TO HOLDER



5.1.Notice
of Adjustments. Whenever the number of shares of Common Stock for which this Warrant is exercisable, or whenever the price
at which a share of such Common Stock may be purchased upon exercise of the Warrants, shall be adjusted pursuant to Section 4,
the Company shall forthwith prepare a certificate to be executed by an executive officer of the Company setting forth, in reasonable
detail, the event requiring the adjustment and the method by which such adjustment was calculated, specifying the number of shares
of Common Stock for which this Warrant is exercisable and describing the number and kind of any other shares of stock or Other
Property for which this Warrant is exercisable, and any change in the purchase price or prices thereof, after giving effect to
such adjustment or change. The Company shall promptly cause a signed copy of such certificate to be delivered to the Holder in
accordance with Section 14.2. The Company shall keep at its office or agency designated pursuant to Section 12 copies of all such
certificates and cause the same to be available for inspection at said office during normal business hours by the Holder, its representatives,
or any prospective purchaser of a Warrant designated by the Holder.


5.2.Notice
of Corporate Action. If at any time


(a)the
Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other
distribution (whether in cash, or any right to subscribe for or purchase any evidences of its indebtedness, any shares of stock
of any class or any other securities or property of any nature whatsoever, or to receive any warrants or other rights (including,
without limitation, rights to subscribe for or purchase any evidences of its indebtedness, any shares of its stock or any other
securities or property of any nature whatsoever), or


(b)there
shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company
or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the
property, assets or business of the Company to, another corporation, or


(c)there
shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company;


then, in any one or
more of such cases, the Company shall give to Holder (i) at least thirty (30) Business Days’ prior written notice of
the date on which a record date shall be selected for such dividend, distribution or right or for determining rights to vote in
respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation
or winding up, and (ii) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up, at least thirty (30) Business Days’ prior written notice of the date when the same
shall take place. Such notice in accordance with the foregoing clause also shall specify (i) the date on which any such record
is to be taken for the purpose of such dividend, distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and character thereof, and (ii) the date on which any
such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to
exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification,
merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up. Each such written notice shall be sufficiently
given if addressed to Holder at the last address of Holder appearing on the books of the Company and delivered in accordance with
Section 14.2.



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A reclassification
of the Common Stock (other than a change in par value, or from par value to no par value or from no par value to par value) into
shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company to the holders of its
Common Stock of such shares of such other class of stock within the meaning of this Section and, if the outstanding shares of Common
Stock shall be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change
shall be deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning
of Section 4.1.


		6.	NO IMPAIRMENT



The Company shall
not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against
impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any shares
of Common Stock receivable upon the exercise of this Warrant above the amount payable therefor upon such exercise immediately prior
to such increase in par value, (b) take all such action 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 (c) use its best
efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as
may be necessary to enable the Company to perform its obligations under this Warrant.


Upon the request of
Holder, the Company will at any time during the period this Warrant is outstanding acknowledge in writing, in form reasonably satisfactory
to Holder, the continuing validity of this Warrant and the obligations of the Company hereunder.


		7.	RESERVATION AND AUTHORIZATION OF COMMON STOCK



From and after the
Closing Date, the Company shall at all times reserve and keep available for issue upon the exercise of Warrants such number of
its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding Warrants.
All shares of Common Stock which shall be so issuable, when issued upon exercise of any Warrant and payment therefor in accordance
with the terms of such Warrant, shall be duly and validly issued and fully paid and nonassessable, and not subject to preemptive
rights.


Before taking any
action which would cause an adjustment reducing the Current Warrant Price below the then par value, if any, of the shares of Common
Stock issuable upon exercise of the Warrants, the Company shall take any corporate action which may be necessary in order that
the Company may validly and legally issue fully paid and non-assessable shares of such Common Stock at such adjusted Current Warrant
Price.



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Before taking any
action which would result in an adjustment in the number of shares of Common Stock for which this Warrant is exercisable or in
the Current Warrant Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may
be necessary from any public regulatory body or bodies having jurisdiction thereof.


		8.	TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS



In the case of all
dividends or other distributions by the Company to the holders of its Common Stock with respect to which any provision of Section
4 refers to the taking of a record of such holders, the Company will in each such case take such a record as of the close of business
on a Business Day. The Company will not at any time close its stock transfer books or Warrant transfer books so as to result in
preventing or delaying the exercise or transfer of any Warrant.


		9.	RESTRICTIONS ON TRANSFERABILITY



The Warrants and the
Warrant Stock shall not be transferred, hypothecated or assigned before satisfaction of the conditions specified in this Section
9, which conditions are intended to ensure compliance with the provisions of the Securities Act with respect to the Transfer of
any Warrant or any Warrant Stock. Holder, by acceptance of this Warrant, agrees to be bound by the provisions of this Section 9.


9.1.Restrictive
Legend. The Holder by accepting this Warrant and any Warrant Stock agrees that this Warrant and the Warrant Stock issuable
upon exercise hereof may not be assigned or otherwise transferred unless and until (i) the Company has received an opinion of counsel
for the Holder that such securities may be sold pursuant to an exemption from registration under the Securities Act or (ii) a registration
statement relating to such securities has been filed by the Company and declared effective by the Commission.


(a)Each
certificate for Warrant Stock issuable hereunder shall bear a legend substantially worded as follows unless such securities have
been sold pursuant to an effective registration statement under the Securities Act:


“The
securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”)
or any state securities laws. The securities may not be offered for sale, sold, assigned, offered, transferred or otherwise distributed
for value except (i) pursuant to an effective registration statement under the Act or any state securities laws or (ii) pursuant
to an exemption from registration or prospectus delivery requirements under the Act or any state securities laws in respect of
which the Company has received an opinion of counsel satisfactory to the Company to such effect. Copies of the agreement covering
both the purchase of the securities and restricting their transfer may be obtained at no cost by written request made by the holder
of record of this certificate to the Secretary of the Company at the principal executive offices of the Company.”



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(b)Except
as otherwise provided in this Section 9, the Warrant shall be stamped or otherwise imprinted with a legend in substantially
the following form:


“This
Warrant and the securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state
securities laws and may not be transferred in violation of such Act, the rules and regulations thereunder or any state securities
laws or the provisions of this Warrant.”


9.2.Notice
of Proposed Transfers. Prior to any Transfer or attempted Transfer of any Warrants or any shares of Restricted Common Stock,
the Holder shall give five (5) days’ prior written notice (a “Transfer Notice”) to the Company of Holder’s
intention to effect such Transfer, describing the manner and circumstances of the proposed Transfer, and obtain from counsel to
Holder an opinion that the proposed Transfer of such Warrants or such Restricted Common Stock may be effected without registration
under the Securities Act or state securities laws. After the Company’s receipt of the Transfer Notice and opinion, such Holder
shall thereupon be entitled to Transfer such Warrants or such Restricted Common Stock, in accordance with the terms of the Transfer
Notice. Each certificate, if any, evidencing such shares of Restricted Common Stock issued upon such Transfer and the Warrant issued
upon such Transfer shall bear the restrictive legends set forth in Section 9.1, unless in the opinion of such counsel such legend
is not required in order to ensure compliance with the Securities Act.


9.3.Termination
of Restrictions. Notwithstanding the foregoing provisions of Section 9, the restrictions imposed by this Section upon the transferability
of the Warrants, the Warrant Stock and the Restricted Common Stock (or Common Stock issuable upon the exercise of the Warrants)
and the legend requirements of Section 9.1 shall terminate as to any particular Warrant or share of Warrant Stock or Restricted
Common Stock (or Common Stock issuable upon the exercise of the Warrants) (i) when and so long as such security shall have
been effectively registered under the Securities Act and applicable state securities laws and disposed of pursuant thereto or (ii) when
the Company shall have received an opinion of counsel that such shares may be transferred without registration thereof under the
Securities Act and applicable state securities laws. Whenever the restrictions imposed by Section 9 shall terminate as to this
Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company upon written request of the Holder,
at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon:


“THE
RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON ________, 20__, AND ARE OF NO
FURTHER FORCE AND EFFECT.”


All Warrants issued
upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such
legend shall have a similar legend endorsed thereon. Whenever the restrictions imposed by this Section shall terminate as to any
share of Restricted Common Stock, as hereinabove provided, the holder thereof shall be entitled to receive from the Company, at
the Company’s expense, a new certificate representing such Common Stock not bearing the restrictive legends set forth in
Section 9.1.


9.4.Listing
on Securities Exchange. If the Company shall list any shares of Common Stock on any securities exchange, it will, at its expense,
list thereon, maintain and, when necessary, increase such listing of, all shares of Common Stock issued or, to the extent permissible
under the applicable securities exchange rules, issuable upon the exercise of this Warrant so long as any shares of Common Stock
shall be so listed during the Exercise Period.



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		10.	SUPPLYING INFORMATION



The Company shall
cooperate with Holder in supplying such information as may be reasonably necessary for Holder to complete and file any information
reporting forms presently or hereafter required by the Commission as a condition to the availability of an exemption from the Securities
Act for the sale of any Warrant or Restricted Common Stock.


		11.	LOSS OR MUTILATION



Upon receipt by the
Company from Holder of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation
of this Warrant and indemnity reasonably satisfactory to it (it being understood that the written agreement of the Holder shall
be sufficient indemnity), and in case of mutilation upon surrender and cancellation hereof, the Company will execute and deliver
in lieu hereof a new Warrant of like tenor to Holder; provided, in the case of mutilation, no indemnity shall be required
if this Warrant in identifiable form is surrendered to the Company for cancellation.


		12.	OFFICE OF THE COMPANY



As
long as any of the Warrants remain outstanding, the Company shall maintain an office or agency (which may be the principal executive
offices of the Company) where the Warrants may be presented for exercise, registration of transfer, division or combination as
provided in this Warrant, such office to be initially located at 951 Broken Sound Parkway NW, Suite 320, Boca Raton, FL 33487,
provided, however, that the Company shall provide prior written notice to Holder of a change in address no less than thirty (30)
days prior to such change.


		13.	LIMITATION OF LIABILITY



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


		14.	MISCELLANEOUS



14.1.Non-waiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding all rights hereunder
terminate on the Expiration Date. If the Company fails to make, when due, any payments provided for hereunder, or fails to comply
with any other provision of this Warrant, the Company shall pay to Holder such amounts as shall be sufficient to cover any direct
and indirect losses, damages, costs and expenses including, but not limited to, reasonable attorneys’ fees, including those
of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its
rights, powers or remedies hereunder.


14.2.Notice
Generally. Except as may be otherwise provided herein, any notice or other communication or delivery required or permitted
hereunder shall be in writing and shall be delivered personally or sent by certified mail, postage prepaid, or by a nationally
recognized overnight courier service, and shall be deemed given when so delivered personally or by overnight courier service, or,
if mailed, three (3) days after the date of deposit in the United States mails, as follows:



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	(a)	 if to the Company, to:	 TherapeuticsMD,
Inc.
	 	 	 951 Broken Sound Parkway,
Suite 321
	 	 	 Boca Raton, FL 33487
	 	 	 Attention: Robert G. Finizio
	 	 	 Phone: (561)
961-1911
	 	 	 Fax: (561) 431-3389
	 	 	 
	 	with a copy to:	Joel C. Schneider, Esq.
	 	 	Sommer & Schneider, LLP
	 	 	595 Stewart Avenue, Suite
710
	 	 	Garden City, NY 11530
	 	 	Phone: (516) 228-8181
	 	 	Phone: (516) 228-8181
	 	 	 
	 (b)	if to the Holder to:	 





 



  


 


 


The Company or the Holder
may change the foregoing address by notice given pursuant to this Section 14.2.


 


14.3.Successors
and Assigns. Subject to the provisions of Sections 3.1 and 9, this Warrant and the rights evidenced hereby shall inure to the
benefit of and be binding upon the successors of the Company and the successors and assigns of Holder. The provisions of this Warrant
are intended to be for the benefit of all Holders from time to time of this Warrant and, with respect to Section 9 hereof, holders
of Warrant Stock, and shall be enforceable by any such Holder or holder of Warrant Stock.


14.4.Amendment.
This Warrant and all other Warrants may be modified or amended or the provisions hereof waived only with the prior written consent
of the Company and the Holder.


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


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


14.7.Governing Law.
This Warrant shall be governed by the laws of the State of Florida, without regard to the provisions thereof relating to conflict
of laws. The Company consents to the jurisdiction of the federal courts whose districts encompass any part of Florida in connection
with any dispute arising under this Warrant or any of the transactions contemplated hereby, and hereby waives, to the maximum extent
permitted by law, any objection, including any objections based on forum non conveniens, to the bringing of any such proceeding
in such jurisdictions.


 


 


[SIGNATURE PAGE FOLLOWS]



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IN WITNESS WHEREOF,
the Company has caused this Warrant to be duly executed and its corporate seal to be impressed hereon and attested by its Secretary
or an Assistant Secretary.


Dated: __________________


_________________________


	 	 THERAPEUTICSMD, INC.
	 	 
	 	 By: 	 
			Robert G. Finizio
	 	 	Chief Executive
Officer






 


Attest:


 


By:______________________


John C.K. Milligan, IV


Secretary



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EXHIBIT 1


SUBSCRIPTION FORM


[To be executed only
upon exercise of Warrant]


The undersigned registered
owner of this Warrant irrevocably exercises this Warrant for the purchase of ______ Shares of Common Stock of TherapeuticsMD, Inc.,
and herewith makes payment therefor in cash or by check or bank draft made payable to the Company, all at the price and on the
terms and conditions specified in this Warrant and requests that certificates for the shares of Common Stock hereby purchased (and
any securities or other property issuable upon such exercise) be issued in the name of and delivered to _____________ whose address
is _________________ and, if such shares of Common Stock shall not include all of the shares of Common Stock issuable as provided
in this Warrant, that a new Warrant of like tenor and date for the balance of the shares of Common Stock issuable hereunder be
delivered to the undersigned.


_________________________________________


(Name of Registered
Owner)


 


__________________________________________


(Signature of Registered
Owner)


 


__________________________________________


(Street Address)


 


__________________________________________


(City)(State)
(Zip Code)


NOTICE:The signature
on this subscription must correspond with the name as written upon the face of the within Warrant in every particular, without
alteration or enlargement or any change whatsoever.



    15

     

    

EXHIBIT 2


ASSIGNMENT FORM


FOR VALUE RECEIVED
the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights
of the undersigned under this Warrant, with respect to the number of shares of Common Stock set forth below:


Name and Address
of AssigneeNo. of Shares of Common Stock


 


 


 


and does hereby irrevocably
constitute and appoint ________________________ attorney-in-fact to register such transfer on the books of TherapeuticsMD, Inc.
maintained for the purpose, with full power of substitution in the premises.


	 Dated:__________________	 	 Print
Name:__________________________
	 	 	 
	 	 	 Signature:____________________________
	 	 	 
	 	 	 Witness:_____________________________


 



NOTICE:The signature
on this assignment must correspond with the name as written upon the face of the within Warrant in every particular, without alteration
or enlargement or any change whatsoever.


16