Exhibit
10.13


 


NEITHER
THIS WARRANT NOR THE SHARES OF COMMON STOCK FOR WHICH THIS WARRANT 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.


 


COMMON
STOCK PURCHASE WARRANT


 


SCOPUS
BIOPHARMA INC.


 


Warrant
Shares: _______


 


THIS
COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________ or its
assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time prior to the close of business on July 31, 2023 (the “Termination
Date”) but not thereafter, to subscribe for and purchase from Scopus BioPharma Inc., a Delaware corporation (the
 “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant
Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the
Exercise Price, as defined in Section 2(b). This Warrant is one of a series of warrants issued in a private placement of the
Company's securities (collectively, the “Warrants”).


 


Section1.             
Exercise.


 


a)                               
Exercise of Warrant. Except as otherwise set forth in Section 4, below, exercise of the purchase rights represented by
this Warrant may be made, in whole or in part, at any time up to and including the Termination Date by delivery to the Company
(or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address
of the Holder appearing on the books of the Company) of a duly executed copy of the Notice of Exercise in the form annexed hereto
and this original Warrant being exercised. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee
(or other type of guarantee or notarization of any Notice of Exercise form be required) unless required by the Company’s
Transfer Agent. If this Warrant has not been exercised in full, within ten (10) Trading Days from the Warrant Share Delivery Date,
the Company shall issue a new Warrant, dated as of the date of this Warrant surrendered, for the number of Warrant Shares which
were not purchased under the Warrant which was surrendered. Under no circumstances will the Company be required to net cash settle
this Warrant upon its exercise, or to pay any liquidated damages on account of any failure to satisfy any of its obligations under
this Warrant. 


 


b)                               
Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $1.00, subject to adjustment
hereunder (the “Exercise Price”). 


 






    	 	1	 



    


    

 


		c)	Mechanics
                                         of Exercise.



 


i.           
Delivery of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be transmitted by the Company to the
Holder by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its
designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified
by the Holder in the Notice of Exercise by the date that is ten (10) Trading Days after the delivery to the Company of both the
Notice of Exercise and this original Warrant being exercised (such date, the “Warrant Share Delivery Date”).
Within ten (10) Trading Days of the date said Notice of Exercise and this Warrant are delivered to the Company, the Warrant Shares
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 this Warrant has been exercised, with payment to the
Company of the Exercise Price by a certified check drawn on a United States Bank or wire transfer and all taxes required to be
paid by the Holder, if any, pursuant to Section 1(c)(vi) prior to the issuance of such shares, having been paid. 


 


ii.            
Rescission Rights. If the Company fails to transmit to the Holder the Warrant Shares pursuant to Section 1(c)(i) by the
Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise. 


 


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


 


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


 






    	 	2	 



    


    

 


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


 


Section
2.             Certain Adjustments.


 


a)    Stock
Dividends and Stock Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock (which, for avoidance of doubt,
shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding
shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding
shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common
Stock, any shares of capital stock of the Company, then the Exercise Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such
event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and
the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise
Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 2(a) shall become effective immediately
after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision, combination or re-classification. 


 


b)    Pro
Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of
a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock
acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, immediately before the
date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders
of shares of Common Stock are to be determined for the participation in such Distribution. 


 






    	 	3	 



    


    

 


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


 






    	 	4	 



    


    

 


d)   
Calculations. All calculations under this Section 2 shall be made to the nearest cent or the nearest 1/100th of
a share, as the case may be. For purposes of this Section 2, the number of shares of Common Stock deemed to be issued and outstanding
as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.



 


e)    
Notice to Holder. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 2, the Company shall
promptly deliver to each Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement
of the facts requiring such adjustment. 


 


f)    
Notice to Allow Exercise by Holder. In the event (i) that the Company shall take a record of the holders of its Common
Stock (or other capital stock or securities at the time issuable upon exercise of this Warrant) for the purpose of entitling or
enabling them to receive any dividend or other distribution, to vote at a meeting (or by written consent), to receive any right
to subscribe for or purchase any shares of capital stock of any class or any other securities, to receive any other security or
to participate in any offer made to all holders Common Stock as a class; or (ii) of any capital reorganization of the Company,
any reclassification of the Common Stock of the Company, any consolidation or merger of the Company with or into another Person,
or sale of all or substantially all of the Company's assets to another Person; or (iii) of the voluntary or involuntary dissolution,
liquidation or winding-up of the Company; then, and in each such case, the Company shall send or cause to be sent to the Holder
at least twenty (20) days prior to the applicable record date or the applicable expected effective date, as the case may be, for
the event, a written notice specifying, as the case may be, (A) the record date for such dividend, distribution, meeting or consent
or other right or action, and a description of such dividend, distribution or other right or action to be taken at such meeting
or by written consent, or (B) the effective date on which such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding-up is proposed to take place, and the date, if any is to be fixed, as of which the books of
the Company shall close or a record shall be taken with respect to which the holders of record of Common Stock (or such other
capital stock or securities at the time issuable upon exercise of this Warrant) shall be entitled to exchange their shares of
Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and the amount per share and character
of such exchange applicable to this Warrant and the Warrant Shares.






    	 	5	 



    


    

 


Section
3.             Transfer of Warrant.


 


a)  
Transferability. Upon transfer of this Warrant, the Company shall execute and deliver a new Warrant or Warrants in the
name of the transferee or transferee and in the denominations specified in such instrument of assignment, and shall issue to the
Holder a new Warrant evidencing the portion of this Warrant, if any, not so assigned and this Warrant shall promptly be cancelled.



 


b)  
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office
of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued,
signed by the Holder or its agent or attorney. Subject to compliance with Section 3(a), as to any transfer which may be involved
in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for this Warrant
or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated
the Initial Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant
thereto. 


 


c)  
Warrant Register. The Company shall register or shall cause this Warrant to be registered, upon 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. 


 


d)    
Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant
and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a
view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable
state securities law, except pursuant to sales registered or exempted under the Securities Act. 


 


Section
4.             Exchange Obligation.


 


The
Company shall have the right at any time to provide notice to all Holders of the Warrants that in order to avoid the obligation
to exchange this Warrant as hereinafter set forth, the Warrant must be exercised within ten (10) days from the date of the notice
(“Trigger Date”). If this Warrant is not exercised by the Trigger Date, the right to exercise this Warrant
shall terminate until a Fundamental Transaction occurs whereupon this Warrant shall become exercisable in connection with such
Fundamental Transaction or thereafter until the Termination Date, unless this Warrants has been previously exchanged pursuant
to this Section 4. If prior to the Termination Date, the Company becomes a reporting company either under Rule 257 of the Securities
Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, in both cases after the qualification or effectiveness
of an offering or in conjunction with the filing of a Form 10, and issues warrants in conjunction with the event giving rise to
such reporting obligation, including the initial warrants issued in any private placement following the filing of a Form 10 (“IPO
Warrants”), each of the Warrants will automatically be exchanged for an IPO Warrant upon the issuance thereof.


 






    	 	6	 



    


    

 


Section
5.             Miscellaneous.


 


a)   
No Rights as Stockholder Until Exercise. Except as otherwise provided herein, this Warrant does not entitle the Holder
to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section
1(c)(i). 


 


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


 


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


 


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


 


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


 






    	 	7	 



    


    

 


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


 


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


 


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


 


g)  
Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the
Company shall be delivered in accordance with the notice provisions of the Purchase Agreement. 


 


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


 


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


 






    	 	8	 



    


    

 


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


 


k)  
Applicable Law. The validity, interpretation, and performance of this Warrant shall be governed in all respects
by the laws of Delaware, without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claims against it arising out of or relating
in any way to this Warrant shall be brought and enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.



 


l)   
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company
and the holders of Warrants representing at least two-thirds of the shares of Common Stock issuable upon exercise of such Warrants.



 


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


 


n) 
Exchange. If the Company issues additional Warrants in the future in certificated form under a warrant agreement
between the Company and a warrant agent, the Holder agrees, upon notice from the Company, to exchange this Warrant for a warrant
certificate evidencing the rights of the Holders hereunder. 


 


o)  
Lock-Up. This Warrant and the shares of Common Stock issuable upon the exercise hereof are subject to restrictions on transfer,
including a lock-up agreement, in accordance with the terms of the Subscription Agreement pursuant to which this Warrant was issued.



 


p) 
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. 


 


(Signature
Page Follows)


 






    	 	9	 



    


    

 





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


 


 


		SCOPUS
                                                            BIOPHARMA INC.
	 	 
	 	 
	 	By:  	 
	 	 	Name:  Morris C. Laster, M.D.
	 	 	Title:
                  Chief Executive Officer



 






    	 	10	 



    


    

 





NOTICE
OF EXERCISE


 


TO:
SCOPUS BIOPHARMA INC.


 


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


 


		(2)	Payment
                                         shall take the form of in lawful money of the United States; or 



 


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


 


	 	 	 



 


(4)
Accredited Investor. If a U.S. holder, the undersigned is an “accredited investor” as defined in Regulation
D promulgated under the Securities Act of 1933, as amended.


 


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity:


 


________________________________________________________________________


Signature
of Authorized Signatory of Investing Entity:


 


_________________________________________________


Name
of Authorized Signatory:


___________________________________________________________________


Title
of Authorized Signatory:


____________________________________________________________________


 


Date:
_______________________________________________________________


 






    	 	1	 



    


    

 


ASSIGNMENT
FORM


 


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


 


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


 


Name:


 


(Please
Print)


 


Address:


 


(Please
Print)


 


Dated:
_______________ __, ______


 


	Holder’s
Signature:	 	 
	 	 
	Holder’s
Address:	 	 



 






    	 	2