Exhibit 4.2


 


FORM OF SERIES B WARRANTS 


 


IBIO, INC. 


 


Series B Warrant to Purchase Common Stock



 


Warrant No.: 2019B-


Number of Shares of Common Stock:


Date of Issuance: October     , 2019 (“Issuance
Date”)


 


iBio, Inc., a Delaware
corporation with headquarters located at 600 Madison Avenue, Suite 601, New York, New York 10022 (the “Company”),
certifies that, for good and valuable consideration, the receipt and sufficiency of which are acknowledged,                 
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, upon exercise of this Warrant
to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the
 “Warrant”), at any time or times on or after the date hereof (the “Exercisability Date”),
but not after 5:30 p.m., New York Time, on the Expiration Date (as defined below),                     (                
) fully paid and nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except
as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 17. This Warrant
is one of a series of warrants to purchase shares of Common Stock (collectively, the “Warrants”) issued on the
Issuance Date.


 


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(e)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Date, in whole or
in part (but not as to fractional shares), by 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. No ink-original
Exercise Notice shall be required, nor shall any medallion guarantee (or any other type of guarantee or notarization) of any
Exercise Notice form be required. No later than two (2) Trading Days following delivery of the Exercise Notice, if
(A) a registration statement registering the resale of the Warrant Shares under the Securities Act of 1933, as amended
(the “Securities Act”), is effective and available for the resale of the Warrant Shares, the Holder shall
make 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 or wire transfer of
immediately available funds (a “Cash Exercise”) or (B) the provisions of Section 1(d) are available, the
Holder shall have exercised this Warrant pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall
not be required to surrender this Warrant in order to effect an exercise hereunder; provided, however, that in
the event that this Warrant is exercised in full or for the remaining unexercised portion hereof, the Holder shall deliver
this Warrant to the Company for cancellation within a reasonable time after such exercise. On or before the first Trading Day
following the date on which the Company has received the Exercise Notice (the date upon which the Company has received the
Exercise Notice, the “Exercise Date”), the Company shall transmit by facsimile or e-mail transmission an
acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company’s transfer agent for the
Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Notice on or
before the first Trading Day following the date on which the Company has received the Exercise Notice. On or before the
second (2nd) Trading Day following the date on which the Company has received the Exercise Notice, 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”)
(provided that if the Aggregate Exercise Price (or notice of a Cashless Exercise) has not been delivered by such date,
the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is
delivered), the Company shall, (X) provided that the Transfer Agent is participating in The Depository Trust
Company (“DTC”) Fast Automated Securities Transfer Program (the “FAST Program”), upon
the request of the Holder, credit such aggregate number of shares of Common Stock 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 FAST Program or if the certificates are required
to bear a legend regarding restriction on transferability, 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 shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon
delivery of the Exercise Notice, 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 Holder shall be deemed for all corporate purposes to have become the holder of record and
beneficial owner 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 Trading Days after any such submission and at its own expense, issue a new Warrant (in accordance with
Section 7(e)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such
exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is
exercised. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges
and any fees and expenses of the Company’s warrant or transfer agent) that may be payable with respect to the issuance
and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be
required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for
Warrant Shares or Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible
for all other tax liability that may arise as a result of transferring this Warrant, or Warrant Shares after exercise hereof,
to a third party. While this Warrant remains outstanding, the Company shall maintain a transfer agent that participates in
the DTC Fast Automated Securities Transfer Program.


 






     


     


    

 


b. Exercise Price.
For purposes of this Warrant, “Exercise Price” means $0.22 per share of Common Stock, subject to adjustment
as provided herein.


 


c. Failure
to Timely Deliver Shares. 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 in the manner required pursuant to Section 1(a) 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
(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
such 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 such
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 Exercise Date
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 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 registering the issuance of the Warrant
Shares under the Securities Act is not effective or available for the issuance of the 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 (a “Cashless Exercise”):


 


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


 


The Company hereby
covenants and agrees that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder
pursuant to Section 3(a)(9) of the Securities Act and the Warrant Shares shall take on the registered characteristics of the Warrants
being exercised. The Company agrees not to take any position contrary to this Section 1(d). For purposes of Rule 144(d) promulgated
under the Securities Act, as in effect on the date hereof, assuming the Holder is not an affiliate of the Company, the Company
hereby acknowledges and agrees that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the
Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the closing date of the offering pursuant
to which the Company was obligated to issue this Warrant.


 


e. Limitations
on Exercises. (1) The Company shall not effect the exercise of this Warrant, and the Holder shall not have the
right to exercise this Warrant, to the extent that after giving effect to such exercise, such Holder (together with such
Holder’s affiliates and any other Persons acting as a group together) would beneficially own in excess of 4.99% (or,
upon election by a Holder prior to the issuance of any Warrants, 9.99%) (the “Maximum Percentage”) of the
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 such Person and its affiliates shall include 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 shares of Common Stock which would be issuable upon (i) exercise of the remaining,
unexercised portion of this Warrant beneficially owned by such Person and its affiliates and (ii) exercise or conversion
of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its
affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a
limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), it being acknowledged that the
Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act,
and the Holder is solely responsible for any schedules required to be filed in accordance therewith. For purposes of this
Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding
shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form
8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent
public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number
of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, where such
request indicates that it is being made pursuant to this Warrant, the Company shall within one Trading Day confirm orally and
in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares
of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including
the Warrants, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock
was reported. By written notice to the Company, the Holder may increase or decrease the Maximum Percentage to any other
percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be
effective until the 61st day after such notice is delivered to the Company and (ii) any such increase or decrease will
apply only to the Holder and not to any other holder of Warrants. 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(e) to correct this
paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation
herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.


 






     


     


    

 


f. No Fractional
Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.
As to any fraction of a share that the 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 such fraction multiplied by the Exercise Price.


 


2. ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and number of Warrant Shares issuable upon exercise of this
Warrant are subject to adjustment from time to time as set forth in this Section 2.


 


(a) Stock Dividends
and Splits. Without limiting any provision of Section 2(b), Section 3 or Section 4, if the Company, at any time on or after
the Issuance Date, (i) pays a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise
makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides (by any stock split,
stock dividend, recapitalization or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger
number of shares or (iii) combines (by combination, reverse stock split or otherwise) one or more classes of its then outstanding
shares of Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction
of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the
denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant
to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall
become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment
under this paragraph occurs during the period that an Exercise Price is calculated hereunder, then the calculation of such Exercise
Price shall be adjusted appropriately to reflect such event.


 


(b) Adjustment
Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Date, the Company issues or sells, or publicly
announces the issuance or sale of, or in accordance with this Section 2 is deemed to have issued or sold, any shares of Common
Stock (including the issuance or sale, or public announcement of the issuance or sale, of shares of Common Stock owned or held
by or for the account of the Company, but excluding any Exempt Issuance) for a consideration per share (the “New Issuance
Price”) less than a price equal to the Exercise Price in effect immediately prior to such issuance or sale or deemed
issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”) (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 all purposes of the foregoing (including, without limitation, determining
the adjusted Exercise Price and the New Issuance Price under this Section 2(b)), 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 at any time 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 or otherwise pursuant to the terms 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 granting or sale of such Option for such price per share. For purposes of this Section 2(b)(i),
the “lowest price per share for which one share of Common Stock is at any time 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 or
otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) 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 such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security
issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth
in such Option for which one share of Common Stock is issuable (or may become issuable assuming all possible market
conditions) upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities
issuable upon exercise of any such Option or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or
payable to the holder of such Option (or any other Person) 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 or
otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit
conferred on, the holder of such Option (or any other Person). Except as contemplated below, 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 otherwise pursuant to the terms of 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 at any time issuable upon the conversion, exercise or exchange thereof or otherwise
pursuant to the terms 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(b)(ii), the “lowest price per share for which one share of Common Stock is
at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall
be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company
with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or
exchange of such Convertible Security or otherwise pursuant to the terms thereof and (y) the lowest conversion price set forth
in such Convertible Security for which one share of Common Stock is issuable (or may become issuable assuming all possible market
conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts
paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible
Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible
Security (or any other Person). Except as contemplated below, 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 or otherwise
pursuant to the terms thereof, and if any such issuance 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(b), except as contemplated
below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.


 


(iii) Change
in Option Price or Rate of Conversion. If the purchase or exercise 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 (other than proportional changes in conversion or exercise prices, as applicable, in
connection with an event referred to in Section 2(a)), 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(b)(iii),
if the terms of any Option or Convertible Security that was outstanding as of the Issuance 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(b) shall be made if such adjustment would result in an
increase of the Exercise Price then in effect.


 






     


     


    

 


(iv) Calculation
of Consideration Received. If any Option and/or Convertible Security and/or Adjustment Right is issued in connection with the
issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary
Security,” and such Option and/or Convertible Security and/or Adjustment Right, the “Secondary Securities”),
together comprising one integrated transaction, (or one or more transactions if such issuances or sales or deemed issuances or
sales of securities of the Company either (A) have at least one investor or purchaser in common, (B) are consummated in reasonable
proximity to each other and/or (C) are consummated under the same plan of financing) the aggregate consideration per share of Common
Stock with respect to such Primary Security shall be deemed to be equal to the difference of (x) the lowest price per share for
which one share of Common Stock was issued (or was deemed to be issued pursuant to Section 2(b)(i) or 2(b)(ii) above, as applicable)
in such integrated transaction solely with respect to such Primary Security, minus (y) with respect to such Secondary Securities,
the sum of (I) the Black Scholes Consideration Value of each such Option, if any, (II) the fair market value (as determined by
the Holder in good faith) or the Black Scholes Consideration Value, as applicable, of such Adjustment Right, if any, and (III)
the fair market value (as determined by the Holder) of such Convertible Security, if any, in each case, as determined on a per
share basis in accordance with this Section 2(b)(iv). 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 received therefor (for the purpose of determining the
consideration paid for such Common Stock, Option or Convertible Security, but not for the purpose of the calculation of the Black
Scholes Consideration Value) will be deemed to be the net amount of consideration 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 (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible Security,
but not for the purpose of the calculation of the Black Scholes Consideration Value) 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 for such securities will be the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days
immediately preceding 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 (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible Security, but not
for the purpose of the calculation of the Black Scholes Consideration Value) 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 Holder. 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) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable
appraiser jointly selected by the Company and the Holder. 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).


 


(c) 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).


 


(d) Holder’s
Right of Alternative Exercise Price Following Issuance of Certain Options or Convertible Securities. In addition to and not
in limitation of the other provisions of this Section 2, if the Company in any manner issues or sells or enters into any agreement
to issue or sell, any Common Stock, Options or Convertible Securities (any such securities, “Variable Price Securities”)
after the Issuance Date that are issuable pursuant to such agreement or convertible into or exchangeable or exercisable for shares
of Common Stock at a price which varies or may vary with the market price of the shares of Common Stock, including by way of one
or more reset(s) to a fixed price, but exclusive of such formulations reflecting customary anti-dilution provisions (such as share
splits, share combinations, share dividends and similar transactions) (each of the formulations for such variable price being herein
referred to as, the “Variable Price”), the Company shall provide written notice thereof via facsimile and overnight
courier to the Holder on the date of such agreement and the issuance of such Convertible Securities or Options. From and after
the date the Company enters into such agreement or issues any such Variable Price Securities, the Holder shall have the right,
but not the obligation, in its sole discretion to substitute the Variable Price for the Exercise Price upon exercise of this Warrant
by designating in the Exercise Notice delivered upon any exercise of this Warrant that solely for purposes of such exercise the
Holder is relying on the Variable Price rather than the Exercise Price then in effect. The Holder’s election to rely on a
Variable Price for a particular exercise of this Warrant shall not obligate the Holder to rely on a Variable Price for any future
exercises of this Warrant.


 


(e) Stock Combination
Event Adjustment. If at any time and from time to time on or after the Issuance Date there occurs any stock split, stock dividend,
stock combination recapitalization or other similar transaction involving the Common Stock (each, a “Stock Combination
Event,” and such date thereof, the “Stock Combination Event Date”) and the Event Market Price is less
than the Exercise Price then in effect (after giving effect to the adjustment in clause 2(a) above), then on the sixteenth (16th)
Trading Day immediately following such Stock Combination Event, the Exercise Price then in effect on such sixteenth (16th) Trading
Day (after giving effect to the adjustment in clause 2(a) above) shall be reduced (but in no event increased) to the Event Market
Price. For the avoidance of doubt, if the adjustment in the immediately preceding sentence would otherwise result in an increase
in the Exercise Price hereunder, no adjustment shall be made.


 


(f) Other
Events. In the event that the Company (or any Subsidiary (as defined in the Certificate of Designation)) shall take any
action to which the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect the Holder
from dilution or 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 shall in good faith determine and implement
an appropriate adjustment in the Exercise Price and the number of Warrant Shares (if applicable) 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, provided further that if the Holder does not
accept such adjustments as appropriately protecting its interests hereunder against such dilution, then the Company’s
board of directors and the Holder shall agree, in good faith, upon an independent investment bank of nationally recognized
standing to make such appropriate adjustments, whose determination shall be final and binding absent manifest error and whose
fees and expenses shall be borne by the Company.


 






     


     


    

 


(g) Calculations.
All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100th of a share,
as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or
for the account of the Company, and the disposition of any such shares shall be considered an issuance or sale of Common Stock.


 


(h) 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.


 


(i) Notwithstanding
anything to the contrary in this Warrant, in no event shall the Exercise Price be reduced below the par value of the Company’s
Common Stock.


 


3. RIGHTS UPON
DISTRIBUTION OF ASSETS. If the Company shall declare or make any dividend or other distribution of its assets (or rights to
acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation,
any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate
rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the
issuance of this Warrant, then, in each such case:


 


a. any Exercise Price
in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common
Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price
determined by multiplying such Exercise Price by a fraction of which (i) the numerator shall be the Weighted Average Price
of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as
jointly determined by the Company’s Board of Directors and the Required Holders) applicable to one share of Common Stock,
and (ii) the denominator shall be the Weighted Average Price of the shares of Common Stock on the Trading Day immediately
preceding such record date; and


 


b. the number of
Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately prior
to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive
the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding paragraph (a); provided
that in the event that the Distribution is of shares of Common Stock or common stock of a company whose common shares are traded
on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”),
then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of
Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into
the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had
the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product
of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms
of the immediately preceding paragraph (a) and the number of Warrant Shares calculated in accordance with the first part of
this paragraph (b).


 


4. PURCHASE RIGHTS. FUNDAMENTAL TRANSACTIONS.


 


a. Purchase
Rights. In addition to any adjustments pursuant to Section 2 above, if at any time prior to the Expiration Date 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 shares of Common Stock (the “Purchase
Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the
aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock
acquirable upon complete exercise of this Warrant (without regard to any limitations on the exercise of this Warrant)
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 exceeding the Maximum Percentage, then the Holder shall not
be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a
result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder
until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage, at which time
the Holder shall be granted such right to the same extent as if there had been no such limitation).


 






     


     


    

 


b. Fundamental
Transactions. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed, and be substituted for
the Company (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.
Upon consummation of the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall
be issued upon exercise of this Warrant at any time after the consummation of the Fundamental Transaction, in lieu of the shares
of the Common Stock (or other securities, cash, assets or other property purchasable upon the exercise of the 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), if any, that the Holder would have been entitled to receive upon the happening of such
Fundamental Transaction had this Warrant been exercised immediately prior to such Fundamental Transaction, 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 consummation
of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other
assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make
appropriate provision to ensure that the Holder will thereafter have the right to receive upon an exercise of this Warrant within
90 days after the consummation of the Fundamental Transaction but, in any event, prior to the Expiration Date, in lieu of the shares
of the Common Stock (or other securities, cash, assets or other property) purchasable upon the exercise of the 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 the Holder would have been entitled to receive upon the happening of such Fundamental
Transaction had the Warrant been exercised immediately prior to such Fundamental Transaction and shall be applied without regard
to any limitations on the exercise of this Warrant. Provision made pursuant to the preceding sentence shall be in a form and substance
reasonably satisfactory to the Required Holders. The provisions of this Section 4(b)(ii) shall apply similarly and equally to successive
Fundamental Transactions and Corporate Events and shall be applied without regard to any limitations on the exercise of this Warrant.
Notwithstanding the foregoing, in the event of a Fundamental Transaction that has been approved by the Company’s board of
directors, at the request of the Holder delivered no later than five (5) Business Days following the consummation of such Fundamental
Transaction, the Company (or the Successor Entity) shall purchase this Warrant from the Holder by paying to the Holder, within
five (5) Business Days after such request (or, if later, on the date of consummation of the Fundamental Transaction) cash in an
amount equal to the Black Scholes Value of the remaining unexercised portion of this Warrant as of the date of the consummation
of such Fundamental Transaction.


 


5. RESERVATION
OF WARRANT SHARES. The Company covenants that it will at all times reserve and keep available out of the aggregate of
its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant
Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and
deliverable upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons
other than the Holder (taking into account the adjustments and restrictions in Section 2). Such reservation shall comply
with the provisions of Section 1. The Company covenants that all shares of Common Stock so issuable and deliverable
shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and
validly authorized, issued and fully paid and nonassessable. The Company will take all such actions as may be necessary to
assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or
regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may
be listed.


 






     


     


    

 


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.


 


7. REGISTRATION
AND REISSUANCE OF WARRANTS.


 


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


 


b. Transfer of
Warrant. This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company, except as
may otherwise be required by applicable securities laws. Subject to applicable securities laws, if this Warrant is to be transferred,
the Holder shall surrender this Warrant to the Company together with all applicable transfer taxes, whereupon the Company will
forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(e)), 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(e))
to the Holder representing the right to purchase the number of Warrant Shares not being transferred.


 


c. 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 or the provision of reasonable security by the Holder to the Company 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(e)) representing the right to purchase the Warrant Shares then underlying this Warrant.


 


d. Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the
Company together with all applicable transfer taxes, for a new Warrant or Warrants (in accordance with Section 7(e)) 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 the Company shall not be required to issue Warrants for fractional shares of Common Stock
hereunder.


 






     


     


    

 


e. Issuance of
New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant
shall (i) be of like tenor with this Warrant, (ii) 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(b)
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) have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date
and (iv) 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 in accordance
with the information set forth in the Warrant Register. 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 or reasons
therefore. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) promptly
upon any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment
and (ii) at least 20 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 pro rata to the record holders
of any class of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transactions,
dissolution or liquidation; provided that in each case, such information shall be made known to the public prior to or in
conjunction with such notice being provided to the Holder. Any and all notices or other communications or deliveries to be provided
by the Holders hereunder including, without limitation, any Exercise Notice, shall be in writing and delivered personally, by facsimile
or e-mail, or sent by a nationally recognized overnight courier service, addressed to the Company, at 600 Madison Avenue, Suite
1601, New York, NY 10022-1737, Attention: ___________, facsimile number: _________, email address: ___________, or such other facsimile
number, email address or address as the Company may specify for such purposes by notice to the Holders. Any notice or other communication
or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or
communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section
prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or
communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section
on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day
following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by
the party to whom such notice is required to be given. To the extent that any notice provided hereunder constitutes, or contains,
material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with
the Commission pursuant to a Current Report on Form 8-K.


 


9. NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Amended and
Restated 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 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 use all reasonable efforts to 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 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 Warrants, the number of shares of Common
Stock as shall from time to time be necessary to effect the exercise of the Warrants then outstanding (without regard to any limitations
on exercise).


 






     


     


    

 


10. AMENDMENT AND
WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended or waived, only with the written
consent of the Company and the Holder.


 


11. GOVERNING LAW.
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 the address
set forth in Section 8 above or such other address as the Company subsequently delivers to the Holder and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any 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.


 


12. CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and all the investors 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.


 


13. 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 within two Trading 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 five Trading Days of such disputed
determination or arithmetic calculation being submitted to the Holder, then the Company shall, within two (2) Trading Days submit
via facsimile (a) the disputed determination of the Exercise Price to an independent, reputable investment bank selected by
the Company and approved by the Holder or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s
independent, outside accountant. The Company shall cause 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 10 Trading 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. The expenses of the investment
bank and accountant will be borne by the Company unless the investment bank or accountant determines that the determination of
the Exercise Price or the arithmetic calculation of the Warrant Shares by the Holder was incorrect, in which case the expenses
of the investment bank and accountant will be borne by the Holder.


 


14. 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, 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 may 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 seek an injunction restraining any breach.
Notwithstanding the foregoing or anything else herein to the contrary, other than as expressly provided in Section 1(c)
hereof, if the Company is for any reason unable to issue and deliver Warrant Shares upon exercise of this Warrant as required
pursuant to the terms hereof, the Company shall have no obligation to pay to the Holder any cash or other consideration or
otherwise “net cash settle” this Warrant. If the Company or any Holder shall commence an action or proceeding to
enforce any provisions of this Warrant, then the prevailing party in such action or proceeding shall be reimbursed by the
other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and
prosecution of such action or proceeding.


 






     


     


    

 


15. LIMITATION
ON LIABILITY. No provisions hereof, in the absence of affirmative action by the Holder to purchase Warrant Shares hereunder,
shall give rise to any liability of the Holder to pay the Exercise Price or as a shareholder of the Company (whether such liability
is asserted by the Company or creditors of the Company).


 


16. SUCCESSORS
AND ASSIGNS. This Warrant shall bind and inure to the benefit of and be enforceable by the Company and the Holder and their
respective permitted successors and assigns.


 


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


 


a. “Adjustment
Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance
or sale (or deemed issuance or sale in accordance with Section 2) of shares of Common Stock (other than rights of the type described
in Section 3 and 4 hereof) that could result in a decrease in the net consideration received by the Company in connection with,
or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar
rights).


 


b. “Black
Scholes Consideration Value” means the value of the applicable Option, Convertible Security or Adjustment Right (as the
case may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale Price of the Common Stock on the Trading
Day immediately preceding the public announcement of the execution of definitive documents with respect to the issuance of such
Option or Convertible Security (as the case may be), (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for
a period equal to the remaining term of such Option, Convertible Security or Adjustment Right (as the case may be) as of the date
of issuance of such Option, Convertible Security or Adjustment Right (as the case may be), (iii) a zero cost of borrow and (iv)
an expected volatility equal to the greater of 100% and the 30 day volatility obtained from the “HVT” function on Bloomberg
(determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the date of issuance of such
Option, Convertible Security or Adjustment Right (as the case may be).


 


c. “Black
Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg determined as of the day immediately following the first 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 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 highest Weighted Average Price during the five (5) Trading Days prior to the closing of the Fundamental
Transaction, (iv) a zero cost of borrow and (v) a 360 day annualization factor.


 


d. “Bloomberg” means
Bloomberg LP.


 


e. “Certificate
of Designation” means the Certificate of Designation, Preferences and Rights of the Series C Convertible Preferred Stock,
par value $0.001 per share, of the Company.


 


f. “Common
Stock” means (i) the Company’s shares of Common Stock, $0.001 par value 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.


 






     


     


    

 


g. “Convertible
Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable
or exchangeable for shares of Common Stock.


 


h. “Eligible
Market” means The New York Stock Exchange, Inc., the NYSE American or The Nasdaq Stock Market.


 


i. “Event
Market Price” means, with respect to any Stock Combination Event Date, the quotient determined by dividing (x) the sum
of the VWAP of the Common Stock for each of the five (5) lowest Trading Days during the twenty (20) consecutive Trading Day period
ending and including the Trading Day immediately preceding the sixteenth (16th) Trading Day after such Stock Combination Event
Date, divided by (y) five (5).


 


j. “Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Corporation
pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Corporation
or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the
Corporation, (b) securities upon the exercise or exchange of or conversion of any securities issued pursuant to the Underwriting
Agreement and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding
on the date of the Underwriting Agreement, provided that such securities have not been amended since the date of the Underwriting
Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of any
such securities or to extend the term of such securities, (c) securities issued pursuant to acquisitions or strategic transactions
approved by a majority of the disinterested directors of the Corporation, provided that such securities are issued as “restricted
securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration
statement in connection therewith during the ninety (90) day period following the Issuance Date, and 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 the business of the Corporation and shall provide to the Corporation additional
benefits in addition to the investment of funds, but shall not include a transaction in which the Corporation is issuing securities
primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.


 


k. “Expiration
Date” means the seven (7)-year anniversary of the Issuance Date or, if such date falls on a day other than a Trading
Day or on which trading does not take place 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 (a
 “Holiday”), the next date that is not a Holiday.


 


l. “Fundamental
Transaction” means that the Company shall, directly or indirectly, in one or more related transactions, (i) consolidate
or merge with or into another Person, (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the
properties or assets of the Company to another Person, (iii) allow another Person to make a purchase, tender or exchange offer
that is accepted by the holders of more than 50% of either the outstanding shares of Common Stock (not including any shares of
Common Stock held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to,
such purchase, tender or exchange offer), (iv) consummate a stock purchase agreement or other business combination (including,
without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other
Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other
Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock purchase
agreement or other business combination), (v) reorganize, recapitalize or reclassify its Common Stock or (vi) any “person”
or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become
the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate
ordinary voting power represented by issued and outstanding Common Stock.


 






     


     


    

 


m. “Options”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.


 


n. “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock
or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity,
the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.


 


o. “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.


 


p. “Principal
Market” means NYSE American.


 


q. “Required
Holders” means the holders of the Warrants representing at least a majority of shares of Common Stock underlying the
Warrants then outstanding.


 


r. “Successor
Entity” means the Person (or, if so elected by the Required Holders, the Parent Entity) formed by, resulting from or
surviving any Fundamental Transaction or the Person (or, if so elected by the Required Holders, the Parent Entity) with which such
Fundamental Transaction shall have been entered into.


 


s. “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.


 


t. “Volatility”
means the arithmetic mean of the historical Volatility for the 10, 30 and 50 Trading Day periods ending on the next succeeding
Trading Day following the date of such first public announcement, obtained from the HVT or similar function on Bloomberg.


 


u. “Weighted
Average Price” means, for any security as of any date, the dollar volume-weighted average price for such security 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 on which the Common Stock is then traded, during the period beginning at 9:30:01 a.m., New York City time,
and ending at 4:00:00 p.m., New York City time, 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 City time, and ending at 4:00:00
p.m., New York City time, 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 “pink sheets” by OTC Markets Inc. If the Weighted Average Price cannot
be calculated for such security on such 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 Required Holders. If the Company and the Required
Holders are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 13
with the term “Weighted Average Price” being substituted for the term “Exercise Price.” All such determinations
shall be appropriately adjusted for any share dividend, share split or other similar transaction during such 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.


 


	 	IBIO, INC.
	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Warrant]


 






     


     


    

 


 


 


EXHIBIT A 


 


EXERCISE NOTICE 


 


TO BE EXECUTED BY THE REGISTERED HOLDER
TO EXERCISE THIS 


WARRANT TO PURCHASE COMMON STOCK 


 


IBIO, INC. 


 


The undersigned holder
hereby exercises the right to purchase                 of
the shares of Common Stock (“Warrant Shares”) of IBIO, INC., a Delaware corporation (the “Company”),
evidenced by the attached Series B 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. Exercise Price. The Holder intends
that payment of the Exercise Price shall be made as (check one):


 


 ̈
Cash Exercise under Section 1(a).


 


 ̈
Cashless Exercise under Section 1(d) (provided the conditions therein are satisfied).


 


2. Cash Exercise. If the Holder
has elected a Cash Exercise, the Holder shall pay the sum of $        to the Company in
accordance with the terms of the Warrant.


 


3. Delivery of Warrant Shares. The
Company shall deliver to the holder                 Warrant
Shares in accordance with the terms of the Warrant.


 


Variable
Price Securities. By checking the box in this Item 4, the holder elects to exercise the Warrant by substituting the Variable Price
for the Exercise Price pursuant to Section 2(d) of the Warrant, which Variable Price equals $___________ per share.  ̈


  


4. Representations and Warranties.
By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise
evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (determined in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 1(e) of this
Warrant to which this notice relates.


 


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


 


	 	 	 
	 	 	 
	 	 	 


 


Date:             ,
         


 


	 	Name of Registered Holder	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title :	 


 






     


     


    

 


ACKNOWLEDGMENT 


 


The Company hereby acknowledges this Exercise
Notice.


 


	 	IBIO, INC.
	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Exercise Warrant]