TONIX PHARMACEUTICALS HOLDING CORP. S-1A


Exhibit 4.05


 


WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT made as of November               ,
2019 (the “Issuance Date”), between Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”),
and VStock Transfer, LLC, a New York limited liability company (the “Warrant Agent”).


 


WHEREAS, the Company has sold an
aggregate of ___________ Class A Units (each, a “Class A Unit” and collectively, the “Class A Units”),
each Class A Unit consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), and a warrant to purchase one of Common Stock (each, an “Offered Warrant”), and a common
stock purchase warrant to purchase one-half of a share of Common Stock (each, a “Warrant Share” and, collectively,
the “Warrant Shares”), subject to adjustment as described herein (each, a “Warrant” and collectively
the “Warrants”), and an aggregate of ___________ Class B Units (each, a “Class B Unit” and
collectively, the “Class B Units”), each Class B Unit consisting of one share of Series A Convertible Preferred
Stock, par value $0.001 per share (the “Preferred Stock”), Offered Warrants to purchase up to ______ shares
of Common Stock, and Warrants to purchase up to ______ shares of Common Stock, pursuant to an Underwriting Agreement, dated,
2019, between the Company and A.G.P./Alliance Global Partners (“A.G.P.”), as representative of the several underwriters
named therein (the “Underwriting Agreement”);


 


WHEREAS, the Company has filed with the
Securities and Exchange Commission a Registration Statement, No. 333-234263 on Form S-1 (as the same may be amended from time to
time, the “Registration Statement”) for the registration, under the Securities Act of 1933, as amended (the
“1933 Act”) of the Common Stock, the Warrants and the Warrant Shares, and such Registration Statement was declared
effective on              , 2019;


 


WHEREAS, the Company desires the Warrant
Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange and exercise of the Warrants;


 


WHEREAS, the Company desires to provide
for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things have been done
and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf
of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution
and delivery of this Warrant Agreement.


 


NOW, THEREFORE, in consideration of the
mutual agreements herein contained, the parties hereto agree as follows:


 


1.             Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and conditions set forth
in this Warrant Agreement.


 






     


     


    

 


2.            Warrants.


 


2.1          Form
of Warrant. The Warrants shall be registered securities and shall be initially evidenced by a global Warrant certificate
(“Global Certificate”) in the form of Exhibit A to this Warrant Agreement, which shall be deposited
on behalf of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name
of Cede & Co., a nominee of DTC. If DTC subsequently ceases to make its settlement system available for the Warrants, the Company
may instruct the Warrant Agent regarding making arrangements for book-entry settlement. In the event that the Warrants are not
eligible for, or it is no longer necessary to have the Warrants available in, registration in the name of Cede & Co., a nominee
of DTC, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation
the Global Certificate, and the Company shall instruct the Warrant Agent to deliver to each Holder (as defined below) separate
certificates evidencing Warrants (“Definitive Certificates” and, together with the Global Certificate, “Warrant
Certificates”), in the form filed as exhibit
4.03 to the Registration Statement. The Warrants represented by the Global Certificate are referred to as “Global Warrants”.


 


2.2          Registration.


 


2.2.1          Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance
and the registration of transfer of the Warrants. Any Person in whose name ownership of a beneficial interest in the Warrants evidenced
by a Global Certificate is recorded in the records maintained by DTC or its nominee shall be deemed the “beneficial owner”
thereof, provided that all such beneficial interests shall be held through a Participant (as defined below), which shall be the
registered holder of such Warrants.


 


2.2.2          Issuance
of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificate and deliver
the Warrants in the DTC settlement system in accordance with written instructions delivered to the Warrant Agent by the Company.
Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through,
records maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”),
subject to a Holder’s right to elect to receive a Warrant in certificated form in the form filed
as exhibit 4.3 to the Registration Statement. Any Holder desiring to elect to receive a Warrant in certificated form shall make
such request in writing delivered to the Warrant Agent pursuant to Section 2.2.6, and shall surrender to the Warrant Agent the
interest of the Holder on the books of the Participant evidencing the Warrants which are to be represented by a Definitive Certificate
through the DTC settlement system. Thereupon, the Warrant Agent shall countersign and deliver to the person entitled thereto a
Warrant Certificate or Warrant Certificates, as the case may be, as so requested.


 


2.2.3          Beneficial
Owner; Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may
deem and treat the person in whose name that Warrant shall be registered on the Warrant Register (the “Holder”)
as the absolute owner of such Warrant for purposes of any exercise thereof, and for all other purposes, and neither the Company
nor the Warrant Agent shall be affected by any notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification,
proxy or other authorization furnished by DTC governing the exercise of the rights of a holder of a beneficial interest in any
Warrant. The rights of beneficial owners in a Warrant evidenced by the Global Certificate shall be exercised by the Holder or a
Participant through the DTC system, except to the extent set forth herein or in the Global Certificate.


 






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2.2.4          Execution.
The Warrant Certificates shall be executed on behalf of the Company by any authorized officer of the Company (an “Authorized
Officer”), which need not be the same authorized signatory for all of the Warrant Certificates, either manually or by
facsimile signature. The Warrant Certificates shall be countersigned by an authorized signatory of the Warrant Agent, which need
not be the same signatory for all of the Warrant Certificates, and no Warrant Certificate shall be valid for any purpose unless
so countersigned. In case any Authorized Officer of the Company that signed any of the Warrant Certificates ceases to be an Authorized
Officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates,
nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person
who signed such Warrant Certificates had not ceased to be such officer of the Company; and any Warrant Certificate may be signed
on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be an Authorized
Officer of the Company authorized to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement
any such person was not such an Authorized Officer.


 


2.2.5          Proxies.
The Holder of a Warrant may grant proxies or otherwise authorize any person, including the Participants and beneficial holders
that may own interests through the Participants, to take any action that a Holder is entitled to take under this Warrant Agreement
or the Warrants; provided, however, that at all times that Warrants are evidenced by Book Entry Warrant
Certificate, exercise of those Warrants shall be effected on their behalf by Participants through DTC in accordance the procedures
administered by DTC.


 






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2.2.6          Warrant
Certificate Request. A Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below) pursuant
to a Warrant Certificate Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for the exchange
of some or all of such Holder’s Warrants for a Definitive Certificate evidencing the same number of Warrants, which request
shall be in the form attached hereto as Exhibit B (a
“Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by
the Holder, the “Warrant Certificate Request Notice Date” and the deemed surrender upon delivery by the Holder
of a number of Global Warrants for the same number of Warrants evidenced by a Definitive Certificate, a “Warrant Exchange”),
the Warrant Agent shall, as soon as practicable, effect the Warrant Exchange and shall, as soon as practicable, issue and deliver
to the Holder a Definitive Certificate for such number of Warrants in the name set forth in the Warrant Certificate Request Notice.
Such Definitive Certificate shall be dated the original issue date of the Warrants, shall be manually executed by an authorized
signatory of the Company, shall be in the form filed as Exhibit 4.3 to the Registration Statement, and shall be reasonably acceptable
in all respects to such Holder. In connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant
Agent to deliver, the Definitive Certificate to the Holder within three (3) Business Days of the Warrant Certificate Request Notice
pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”).
If the Company or the Warrant Agent fails for any reason to deliver to the Holder the Definitive Certificate subject to the Warrant
Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated
damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the Weighted
Average Price (as defined in the Warrants) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Business
Day for each Business Day after such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior
to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. The Company covenants and agrees that, upon
the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate
and, notwithstanding anything to the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to
contain all of the terms and conditions of the Warrants evidenced by such Warrant Certificate and the terms of this Warrant Agreement,
shall not apply to the Warrants evidenced by the Definitive Certificate. The Warrant Agent shall have no responsibility for any
liquidated damages that may be payable or paid to any Person under this paragraph for any failure by the Warrant Agent to deliver
to the Holder the Definitive Certificate, on the Company’s behalf. In addition, the Company shall indemnify and hold harmless
the Warrant Agent against all claims made against the Warrant Agent for any such failure except that the Company shall not be obligated
to provide any such indemnification if it is determined by a final, non-appealable judgment of a court of competent jurisdiction
that such failure is due to the Warrant Agent’s gross negligence, bad faith or willful misconduct.


 


2.2.7          For purposes of clarity, without limiting the rights and immunities of the Warrant Agent, if there is a conflict
between the express terms of this Warrant Agreement and any Definitive Certificate in the form form
filed as Exhibit 4.3 to the Registration Statement with respect to the terms of the Warrants, the terms of such Definitive Certificate
shall govern and control.


 


2.3          Detachability
of Warrants. The Common Stock and the Warrants will be issued separately and will be separately transferable immediately upon
issuance.


 


3.            Terms
and Exercise of Warrants.


 


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


 


3.2          Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on
the Issuance Date and terminating at 5:00 P.M., Eastern time on the date twelve
(12) months after the Issuance Date or, if such date falls on a day other than a Business Day or on which trading does not take
place on the Principal Market (a “Holiday”), the next day that is not a Holiday (the “Expiration Date”).
Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect
thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date.


 






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3.3          Exercise
of Warrants.


 


3.3.1          Exercise
and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., Eastern time, on any Business
Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its offices designated for such
purpose (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate,
the Warrants to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an account
of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time
to time, and (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (the “Election to
Purchase” and together with the Warrant Certificates and the Book-Entry Warrants, the “Warrant Exercise Documents”),
properly completed and duly executed by the registered holder on the reverse of the Warrant Certificate, accompanied by a signature
guarantee and such other documentation as the Warrant Agent may reasonably request, or, in the case of a Book-Entry Warrant Certificate,
properly delivered by the Participant in accordance with the Depository’s procedures. Within one Trading Day after the Exercise
Date, such holder must pay the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by
wire, certified or official bank check, or wire transfer, in immediately available funds unless such holder has elected to make
a cashless exercise pursuant to Section 3.3.8. The term “Warrant Price” as used in this Warrant Agreement
refers to price per share of Common Stock at which shares may be purchased at the time the Warrant is exercised.


 


If any of (A) the Warrant Certificate or
the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after
5:00 P.M., Eastern time, on the specified Exercise Date, the Warrants will be deemed to be received on the Business Day next succeeding
the Exercise Date. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received
on the next succeeding day that is a Business Day. If the Warrants are received or deemed to be received after the Expiration Date,
the exercise thereof will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder
or Participant, as the case may be, as soon as practicable. In no event will a registered holder or Participant be entitled to
interest accrued on funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The Warrant
Agent shall not have any responsibility or liability relating to the determination as to the validity of any exercise of Warrants
which determination will be made by the Company and the applicable registered holder, and the Warrant Agent may rely upon the instructions
of the Company regarding the validity of any exercise of Warrants. The Warrant Agent shall not have any obligation to inform a
registered holder of the invalidity of any exercise of Warrants. If the Company believes that an exercise by a registered holder
is invalid the Company will promptly notify such registered holder of the such fact and the reasons why it believes the exercise
was invalid and will provide a copy of such notice to the Warrant Agent as soon as practicable.


 


The Warrant Agent shall forward funds received
for warrant exercises in a given month by the 5th Business Day of the following month by wire transfer to an account designated
by the Company in writing.


 






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All funds received by VStock under this
Warrant Agreement that are to be distributed or applied by VStock in the performance of services (the “Funds”)
shall be held by VStock as agent for the Company and deposited in one or more bank accounts to be maintained by VStock in its name
as agent for the Company. Until paid pursuant to the terms of this Warrant Agreement, VStock will hold the Funds through such accounts
in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade
by Standard and Poor’s Corporation (LT Local Issuer Credit Rating), Moody’s Investors Service, Inc. (Long Term Rating)
and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). VStock shall have no responsibility
or liability for any diminution of the Funds that may result from any deposit made by VStock in accordance with this paragraph,
including any losses resulting from a default by any bank, financial institution or other third party. VStock may from time to
time receive interest, dividends or other earnings in connection with such deposits. VStock shall not be obligated to pay such
interest, dividends or earnings to the Company, any holder or any other Person.


 


3.3.2          Issuance
of Certificates. The Warrant Agent shall, within a reasonable time, advise the Company and the Company’s transfer agent
and registrar (the “Transfer Agent”) in respect of (a) the Warrant Shares issuable upon such exercise as to
the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of
each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise,
and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining
after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained
by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance,
if any, of the Warrants remaining after such exercise and (d) such other information as the Company, the Warrant Agent or such
transfer agent and registrar shall reasonably require. So long as the Holder delivers the Warrant Price (or notice of a Cashless
Exercise) on or prior to the first (1st) Trading Day following the date on which the Warrant Exercise Documents have been delivered
to the Warrant Agent, then on or prior to the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising
the Standard Settlement Period, in each case following the date on which the Warrant Exercise Documents have been delivered to
the Company, or, if the Holder does not deliver the Warrant Price (or notice of a Cashless Exercise) on or prior to the first (1st)
Trading Day following the date on which the Warrant Exercise Documents have been delivered to the Warrant Agent, then on or prior
to the first (1st) Trading Day following the date on which the Warrant Price (or notice of a Cashless Exercise) is delivered (such
earlier date, the “Share Delivery Date”), the Company shall cause the Warrant Agent to (X) provided that the
Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of Warrant
Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account
with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast
Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Warrant Exercise
Documents, a certificate, registered 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.. If the Warrant Agent fails for any reason to deliver to such registered holder or Participant,
as the case may be, the Warrant Shares subject to an exercise notice by the Share Delivery Date, the Company shall pay to the registered
holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based
on the Weighted Average Price of the Common Stock on the date of the applicable exercise notice), $10 per Trading Day (increasing
to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such
Share Delivery Date until such Warrant Shares are delivered or the registered holder rescinds such exercise. The Warrant Agent
shall have no responsibility for any liquidated damages that may be payable or paid to any registered holder or Participant under
this paragraph for any failure by the Warrant Agent to execute, issue and deliver, on the Company’s behalf, the Warrant Shares
as required by this paragraph. In addition, the Company shall indemnify and hold harmless the Warrant Agent against all claims
made against the Warrant Agent for any such failure except that the Company shall not be obligated to provide any such indemnification
if it is determined by a final, non-appealable judgment of a court of competent jurisdiction that such failure is due to the Warrant
Agent’s gross negligence, bad faith or willful misconduct.


 






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If the Warrant Agent fails to comply with
the preceding paragraphs in this Section 3.3.2 by the Share Delivery Date, then, without limiting the rights and immunities of
the Warrant Agent hereunder, in addition to other rights it may have hereunder, the registered holder or Participant will have
the right to rescind its exercise.


 


3.3.3          Valid
Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Warrant Agreement
shall be validly issued, fully paid and nonassessable.


 


3.3.4          Dividends.
The accrual of dividends, if any, on the Warrant Shares issued hereunder will be governed by the terms generally applicable to
the Common Stock. From and after the issuance of such Warrant Shares, the former holder of the Warrants exercised will be entitled
to the benefits generally available to other holders of Common Stock, including the accrual of dividends, if any, on such Warrant
Shares even prior to exercise of such Warrant Shares, and such former holder’s right to receive payments of dividends and
any other amounts payable in respect of the Warrant Shares shall be governed by, and shall be subject to, the terms and provisions
generally applicable to the Common Stock.


 


3.3.5          No
Fractional Exercise. A registered holder may exercise a Warrant from time to time only for whole shares of Common Stock. No
fractional shares or scrip representing fractional shares shall be issued upon the exercise of a 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. If fewer than all of the Warrants evidenced by a Warrant Certificate are exercised, a new Warrant
Certificate for the number of unexercised Warrants remaining shall be executed by the Company and countersigned by the Warrant
Agent as provided in Section 2 of this Warrant Agreement, and delivered to the holder of the Warrant Certificate at the address
specified on the books of the Warrant Agent or as otherwise specified in writing by such registered holder. If fewer than all the
Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the
Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the
Warrants remaining after such exercise. Whenever a payment for fractional shares is to be made by the Warrant Agent under this
Warrant Agreement, the Company shall promptly prepare and deliver to the Warrant Agent a certificate setting forth in reasonable
detail the facts related to such payments and the prices and formulas utilized in calculating such payments. The Warrant Agent
shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to
have knowledge of, any payment for fractional shares under this Warrant Agreement relating to the payment of fractional shares
unless and until the Warrant Agent shall have received such a certificate and sufficient monies. The Company shall provide an initial
funding of one thousand dollars ($1,000) for the purpose of issuing cash in lieu of fractional shares. From time to time thereafter,
the Warrant Agent may request additional funding to cover payments for fractional Warrant Shares. The Warrant Agent shall have
no obligation to make such payments for fractional Warrant Shares unless the Company shall have provided the necessary funds to
pay in full all amounts due and payable with respect thereto. Upon expiration of the term of all Warrants or the earlier exercise
of all Warrants any balance remaining of such funds shall be paid to the Company.


 






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3.3.6          No
Transfer Taxes. Issuance of Warrant Shares shall be made without charge to a registered holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by
the Company, and such Warrant Shares shall be issued in the name of the registered holder or in such name or names as may be directed
by the registered holder; provided, however, that in the event Warrant Shares are to be issued in a name other than the name of
the registered holder, a Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly
executed by the registered 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
exercise notice. The Warrant Agent shall not have any duty or obligation to take any action under any section of this Warrant Agreement
that requires the payment of taxes and/or charges unless and until it is satisfied that all such payments have been made.


 


3.3.7          Date
of Issuance. Each person in whose name any such certificate for shares of Common Stock is issued shall for all purposes be
deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the Warrant
Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment
is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such
shares at the close of business on the next succeeding date on which the stock transfer books are open. Upon receipt by the Company
of a duly executed Notice of Exercise (which may be by facsimile or email), a registered holder shall be deemed to have exercised
its Warrant as specified in the Notice of Exercise for purposes of Regulation SHO promulgated under the Securities Exchange Act
of 1934, as amended (the “1934 Act”). A holder whose interest in a Warrant is a beneficial interest in certificate(s)
representing a Warrant held in book-entry form through DTC shall be deemed to have exercised its interest in a Warrant upon instructing
its broker that is a DTC participant to exercise its interest in a Warrant, for purposes of Regulation SHO promulgated under the
1934 Act.


 






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3.3.8          Optional
Cashless Exercise. 


Notwithstanding anything contained herein to the contrary, a Cashless Exercise (as defined below) may occur
(i) in whole or in part for a number of whole Warrant Shares between [___]1 and
the Expiration Date, during which time, in lieu of the formula below, the aggregate number of Warrant Shares issuable in such cashless
exercise pursuant to any given Exercise Notice electing to effect a Cashless Exercise shall equal the product of (x) the aggregate
number of Warrant Shares for which the Warrants are exercised as if such exercise were by means of a cash exercise rather than
a Cashless Exercise and (y) one (1); and (ii) if a registration statement (which may be the Registration Statement) covering the
issuance or resale of the Exercise Notice Warrant Shares is not available for the issuance or resale, as applicable, of such Exercise
Notice 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 the Warrants are then being exercised.


 


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


 


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


 


If Warrant Shares are issued in such a cashless
exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the 1933 Act, the Warrant Shares shall
take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrants being exercised
may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section
3.3.8.


 


3.3.9          Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the
Company shall promptly issue to the registered holder the number of Warrant Shares that are not disputed.


 


 



FN1 Enter date that is 30 days after date of issuance


 





 





 






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3.3.10        Limitations
on Exercise. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion
of a Warrant, and the Holder shall not have the right to exercise any portion of a Warrant, pursuant to the terms and conditions
of the Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect
to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of [4.99][9.99]%
(the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect
to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by
the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other
Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants with respect to which the
determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon
(A) exercise of the remaining, unexercised portion of the Warrants beneficially owned by the Holder or any of the other Attribution
Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including,
without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially
owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation
contained in this Section 3.3.10. For purposes of this Section 3.3.10, beneficial ownership shall be calculated in accordance with
Section 13(d) of the 1934 Act. For purposes of the Warrants, in determining the number of outstanding shares of Common Stock the
Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder may rely on the number
of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K, Quarterly
Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the Securities and Exchange Commission (the “SEC”),
as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the
Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”).
If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock
is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares
of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial
ownership, as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company
of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase
is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to
the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral
request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the
Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrants, by the Holder
and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that
the issuance of Common Stock to the Holder upon exercise of the Warrants results in the Holder and the other Attribution Parties
being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common
Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s and the other
Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”)
shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer
the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the
Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice
to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess
of 9.99% or such higher percentage as specified in such notice; provided that (i) any such increase in the Maximum Percentage will
not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase
or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Warrants that is not
an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of the Warrants
in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes
of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise the Warrants pursuant to this paragraph shall
have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability.
The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms
of this Section 3.3.10 to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective
or inconsistent with the intended beneficial ownership limitation contained in this Section 3.3.10 or to make changes or supplements
necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived
and shall apply to a successor holder of the Warrants.


 






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3.4           Company’s
Failure to Timely Deliver Securities. If either (I) the Company shall fail for any reason or for no reason on or prior to the
applicable Share Delivery Date, (x) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program,
to issue to the Holder a certificate for the number of shares of Common Stock to which the Holder is entitled and register such
Common Stock on the Company’s share register or (y) 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 the Warrants or (II) a registration statement (which may be the Registration
Statement) covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise
Notice Warrant Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares
and (x) the Company fails to promptly, but in no event later than one (1) Business Day after such registration statement becomes
unavailable, to so notify the Holder and (y) the Company is unable to deliver the Exercise Notice Warrant Shares electronically
without any restrictive legend by crediting such aggregate number of Exercise Notice Warrant Shares to the Holder’s or its
designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system (the event described in the immediately
foregoing clause (II) is hereinafter referred to as a “Notice Failure” and, together with the event described
in clause (I) above, an “Exercise Failure”), then, in addition to all other remedies available to the Holder,
if on or prior to the applicable Share Delivery Date either (I) if the Transfer Agent is not participating in the DTC Fast Automated
Securities Transfer Program, the Company shall fail to issue and deliver a certificate to the Holder 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, credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder
is entitled upon the Holder’s exercise hereunder or pursuant to the Company’s obligation pursuant to clause (ii) below
or (II) a Notice Failure occurs, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise)
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 Warrant
Shares (or to electronically deliver such Warrant Shares) upon the exercise of the Warrants as required pursuant to the terms hereof.
While the Warrants are outstanding, the Company shall cause its transfer agent to participate in the DTC Fast Automated Securities
Transfer Program. In addition to the foregoing rights, (i) if the Company fails to deliver the applicable number of Warrant Shares
upon an exercise pursuant to Section 1 by the applicable Share Delivery Date, then the Holder shall have the right to rescind such
exercise in whole or in part and retain and/or have the Company return, as the case may be, any portion of the Warrants that has
not been exercised pursuant to such Exercise Notice; provided that the rescission of an exercise shall not affect the Company’s
obligation to make any payments that have accrued prior to the date of such notice pursuant to this Section 3.4 or otherwise, and
(ii) if a registration statement (which may be the Registration Statement) covering the issuance or resale of the Warrant Shares
that are subject to an Exercise Notice is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant
Shares and the Holder has submitted an Exercise Notice prior to receiving notice of the non-availability of such registration statement
and the Company has not already delivered the Warrant Shares underlying such Exercise Notice electronically without any restrictive
legend by crediting such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s
or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, the Holder shall have the
option, by delivery of notice to the Company, to (x) rescind such Exercise Notice in whole or in part and retain or have returned,
as the case may be, any portion of the Warrants that has not been exercised pursuant to such Exercise Notice; provided that the
rescission of an Exercise Notice shall not affect the Company’s obligation to make any payments that have accrued prior to
the date of such notice pursuant to this Section 3.4 or otherwise, and/or (y) switch some or all of such Exercise Notice from a
cash exercise to a Cashless Exercise.


 






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3.5           Cost
Basis Information. (1) In the event of a cash exercise, the Company hereby instructs the Warrant Agent to record cost basis
for newly issued shares in a manner to be subsequently communicated by the Company in writing to the Warrant Agent.


 


(a)          In
the event of a cashless exercise, the Company shall provide cost basis for shares issued pursuant to a cashless exercise at the
time the Company confirms the number of Warrant Shares issuable in connection with the cashless exercise to the Warrant Agent pursuant
to Section 3.3.3 hereof.


 


3.6           Rule
144. (2) If the Warrant Shares are issued in a cashless exercise, the Company and the registered holder undertaking such cashless
exercise acknowledge and agree that in accordance with Section 3(a)(9) of the 1933 Act, other than a change in law, the Warrant
Shares take on the registered characteristics of the Warrants being exercised. For purposes of Rule 144(d) promulgated under the
1933 Act, as in effect on the Issuance Date, it is intended that the Warrant Shares issued in a cashless exercise shall be deemed
to have been acquired by the holder of the Warrant Shares, and the holding period for the Warrant Shares shall be deemed to have
commenced, on the date the Warrants being exercised were originally issued pursuant to the Underwriting Agreement.


 


(a)          The
Company shall, at all times prior to the earlier to occur of (i) the date of sale or other disposition by the holders of a Warrant
of or all shares of Common Stock issued on exercise of such Warrant or (ii) the expiration or earlier termination of a Warrant
if a Warrant has not been exercised in full or in part on such date, use commercially reasonable efforts to timely file all reports
required under the 1934 Act and otherwise timely take all actions necessary to permit the holder of such Warrant and/or the shares
of Common Stock issued on exercise thereof to sell or otherwise dispose of such Warrant and shares pursuant to Rule 144 promulgated
under the 1933 Act, provided that the foregoing shall not apply in the event of a Merger Event following which the successor or
surviving entity is not subject to the reporting requirements of the 1934 Act. If the holder of a Warrant proposes to sell Common
Stock issuable upon the exercise of such Warrant in compliance with Rule 144, then, upon the holder of the Warrant’s written
request to the Company, the Company shall furnish to the holder of the Warrant, within five (5) Business Days after receipt of
such request, a written statement confirming the Company’s compliance with the filing and other requirements of such Rule
144.


 


4.             Adjustments.


 


4.1           Adjustment
Upon Issuance of Common Stock. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:


 






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


 


(b)            Voluntary
Adjustment By Company. The Company may at any time during the term of this Warrant 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.


 


(c)          Other
Events. If any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for by
such provisions, then the Company’s Board of Directors will make an appropriate adjustment in the Exercise Price and the
number of Warrant Shares, as mutually determined by the Company’s Board of Directors and the Required Holders, so as to
protect the rights of the Holder










 


Notwithstanding the foregoing, and for the
avoidance of doubt, no adjustment shall be made under this section 4.1 in respect of any Exempt Issuance.


 






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4.4           Rights
Upon Distribution of Assets. In addition to any adjustments pursuant to Section 4.1 above, if, on or after the Issuance Date
and on or prior to the Expiration Date, the Company shall declare or make any dividend or other distribution of its assets (or
rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without
limitation, any distribution of cash, stock or other securities, property, options, evidence of indebtedness or any other assets
by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(a “Distribution”), at any time after the issuance of the Warrants, 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 the Warrants (without regard to any limitations
or restrictions on exercise of the Warrants, including without limitation, the Maximum Percentage) immediately before the date
on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares
of Common Stock are to be determined for the participation in such Distribution (provided, however, that to the extent
that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties
exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to such extent (and
shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership)
to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or
times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at
which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution
or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).


 






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4.5           Fundamental
Transaction. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes
in writing all of the obligations of the Company under the Warrants in accordance with the provisions of this Section 4.5, including
agreements to deliver to the Holder in exchange for the Warrants a security of the Successor Entity evidenced by a written instrument
substantially similar in form and substance to the Warrants, including, without limitation, which is exercisable for a corresponding
number of shares of capital stock equivalent to the shares of Common Stock acquirable and receivable upon exercise of the Warrants
(without regard to any limitations on the exercise of the Warrants) 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 adjustments
to the number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of the
Warrants immediately prior to the consummation of such Fundamental Transaction). Upon the consummation of each Fundamental Transaction,
the Successor Entity shall succeed to, and be substituted for the Company (so that from and after the date of the applicable Fundamental
Transaction, the provisions of the Warrants 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 the Warrants with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation
of each Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon
exercise of the Warrants at any time after the consummation of the applicable Fundamental Transaction, in lieu of the shares of
Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 4.3 and 4.4
above, which shall continue to be receivable thereafter)) issuable upon the exercise of the Warrants prior to the applicable Fundamental
Transaction, such shares of common stock (or its equivalent) of the Successor Entity (including its Parent Entity) which the Holder
would have been entitled to receive upon the happening of the applicable Fundamental Transaction had the Warrants been exercised
immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise of the Warrants),
as adjusted in accordance with the provisions of the Warrants. Notwithstanding the foregoing, and without limiting Section 3.3.10
hereof, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 4.4 to permit
the Fundamental Transaction without the assumption of the Warrants. In addition to and not in substitution for any other rights
hereunder, prior to the consummation of each 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 insure that the Holder will thereafter have the right to receive upon an exercise
of the Warrants at any time after the consummation of the applicable Fundamental Transaction but prior to the Expiration Date,
in lieu of the shares of the Common Stock (or other securities, cash, assets or other property (except such items still issuable
under Sections 4.3 and 4.4 above, which shall continue to be receivable thereafter)) issuable 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) (collectively, the “Corporate Event Consideration”) which the Holder
would have been entitled to receive upon the happening of the applicable Fundamental Transaction had the Warrants been exercised
immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise of the Warrants).
The provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the Holder.


 






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4.6          Voluntary
Adjustment By the Company. The Company may at any time during the term of the Warrants 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.


 


4.7          Notices.


 


4.7.1          Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 4, the Company shall give
prompt written notice thereof to the Warrant Agent, which notice shall set forth the Exercise Price after such adjustment and set
forth a brief statement of the facts requiring such adjustment. The Company agrees that it will provide the Warrant Agent with
any new or amended exercise terms. The Warrant Agent shall have no obligation under any Section of this Warrant Agreement to determine
whether an adjustment made hereunder has occurred or are scheduled or contemplated to occur or to calculate any of the adjustments
set forth in this Warrant Agreement.


 


4.7.2          Notices
of Certain Events to Allow Exercise. If (A) the Company shall declare a dividend (or any other distribution in whatever form)
on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock,
(C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase
any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required
in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale
or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock
is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to each registered
holder at its last address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the
applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the
purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which
the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to
be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected
to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled
to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing
thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice
provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The registered
holder shall remain entitled to exercise a Warrant during the period commencing on the date of such notice to the effective date
of the event triggering such notice except as may otherwise be expressly set forth herein.


 






    	 	16	 



     


    

 


4.8           Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued
after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued
pursuant to this Warrant Agreement.


 


4.9           Calculations.
All calculations under this Section 4 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 4, 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.


 


5.             Transfer
and Exchange of Warrants.


 


5.1           Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, duly endorsed with signatures properly guaranteed and accompanied by appropriate
instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued
and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent
to the Company from time to time upon the request and at the expense of the Company.


 


5.2           Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or
transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the registered
holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise
provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole
and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a successor depository;
provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent
shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel
for the Company stating that such transfer may be made and indicating whether the new Warrants or Warrant Shares must also bear
a restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign
and deliver, in the name of the designated transferee a new Warrant Certificate or Warrant Certificates of any authorized denomination
evidencing in the aggregate a like number of unexercised Warrants.


 


A party requesting transfer of Warrants
must provide any evidence of authority that may be required by the Warrant Agent, including but not limited to, a signature guarantee
from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association.


 


5.3           Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the
issuance of a warrant certificate for a fraction of a warrant.


 






    	 	17	 



     


    

 


5.4           Service
Charges. A registered holder shall not incur any service charge for any exchange or registration of transfer of Warrants.


 


5.5           Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the
terms of this Warrant Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company,
whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for
such purpose.


 


6.             Other
Provisions Relating to Rights of Registered Holders of Warrants.


 


6.1           No
Rights as Stockholder. Except as otherwise specifically provided herein, a registered holder, solely in its capacity as a holder
of a 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 Agreement be construed to confer upon a registered holder, solely in its
capacity as the registered holder of a 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 registered holder of the Warrant Shares which it is then entitled to receive upon the due exercise of a Warrant.
In addition, nothing contained in this Warrant Agreement shall be construed as imposing any liabilities on a registered holder
to purchase any securities (upon exercise of a Warrant or otherwise) or as a stockholder of the Company, whether such liabilities
are asserted by the Company or by creditors of the Company. A Warrant does not entitle the registered holder thereof to any of
the rights of a stockholder.


 


6.2           Lost,
Stolen or Destroyed Warrants. The Warrant Agent shall issue replacement Warrants in a form mutually agreed to by Warrant Agent
and the Company for those certificates alleged to have been lost, stolen or destroyed, upon receipt by Warrant Agent of an open
penalty surety bond satisfactory to it and holding it and Company harmless and, at the Company’s or the Rights Agent’s
request, reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto, absent notice to Warrant
Agent that such certificates have been acquired by a bona fide purchaser. Warrant Agent may, at its option, issue replacement Warrants
for mutilated certificates upon presentation thereof without such indemnity.


 






    	 	18	 



     


    

 



 


 


6.3           Authorized
Shares. The Company covenants that, during the period the Warrants are outstanding, the Company shall at all times keep reserved
for issuance under the Warrants a number of shares of Common Stock at least equal to 100% of the maximum number of shares of Common
Stock as shall be necessary to satisfy the Company’s obligation to issue shares of Common Stock under the Warrants then outstanding
(without regard to any limitations on exercise) (the “Required Reserve Amount”); provided that at no
time shall the number of shares of Common Stock reserved pursuant to this Section 6.3 be reduced other than in connection with
any exercise of Warrants or such other event covered by Section 4.2.  The Required Reserve Amount (including, without limitation,
each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the Warrants based on the number
of shares of Common Stock issuable upon exercise of Warrants held by each holder thereof on the Issuance Date (without regard to
any limitations on exercise) (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise
transfer any of such holder’s Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized
Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Warrants shall be allocated
to the remaining holders of Warrants, pro rata based on the number of shares of Common Stock issuable upon exercise of the Warrants
then held by such holders thereof (without regard to any limitations on exercise). If at any time while the Warrants remains outstanding
the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to
reserve for issuance the Required Reserve Amount (an “Authorized Share Failure”), then the Company shall promptly
take all action reasonably necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient
to allow the Company to reserve the Required Reserve Amount for the Warrants then outstanding. Without limiting the generality
of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event
later than ninety (90) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders
for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company
shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders’
approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders
that they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized Share Failure, the Company is
able to obtain the written consent of a majority of the shares of its issued and outstanding shares of Common Stock to approve
the increase in the number of authorized shares of Common Stock, the Company may satisfy this obligation by obtaining such consent
and submitting for filing with the SEC an Information Statement on Schedule 14C.


 


6.4           Noncircumvention.
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation or Bylaws,
or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance or sale
of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants,
and will at all times in good faith carry out all of the provisions of the Warrants 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 the Warrants above the Exercise Price then in effect, (ii) shall
take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock upon the exercise of the Warrants, 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).


 






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7.            Concerning
the Warrant Agent and Other Matters.


 


7.1          Payment
of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the
Warrant Agent in respect of the issuance, transfer or delivery of shares of Common Stock upon the exercise of Warrants, but the
Company or the Warrant Agent shall not be obligated to pay any transfer taxes or charges in respect of the Warrants or such shares
in connection with a transfer to a different holder. The Warrant Agent shall not register any transfer or issue or deliver any
Warrant Certificate(s) unless or until the persons requesting the registration or issuance shall have paid to the Warrant Agent
for the account of the Company the amount of such transfer tax and charges, if any, or shall have established to the reasonable
satisfaction of the Company and the Warrant Agent that such transfer tax and charges, if any, have been paid.


 


7.2          Resignation,
Consolidation, or Merger of Warrant Agent.


 


7.2.1        Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to the Company pursuant
to the notice provisions in Section 8.2 hereof. In the event the transfer agency relationship, if any, in effect between the Company
and the Warrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties
under this Warrant Agreement as of the effective date of such termination. If the office of the Warrant Agent becomes vacant by
resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant
Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such
resignation or incapacity by the Warrant Agent or by the holder of the Warrant (who shall, with such notice, submit his Warrant
for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the
County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether
appointed by the Company or by such court, shall be authorized under applicable laws to exercise the powers of a transfer agent
and subject to supervision or examination by federal or state authorities. After appointment, any successor Warrant Agent shall
be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like
effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary
or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring
to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 


7.2.2        Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.


 


7.2.3        Merger
or Consolidation of Warrant Agent. Any Person into which the Warrant Agent may be merged or converted or with which it may
be consolidated or any Person resulting from any merger, conversion, or consolidation to which the Warrant Agent shall be a party,
or any Person succeeding to the business of the Warrant Agent, shall be the successor Warrant Agent under this Warrant Agreement
without any further act by the parties.


 






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7.3          Fees
and Expenses of Warrant Agent.


 


7.3.1        Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder in accordance
with a fee schedule to be mutually agreed upon and will reimburse the Warrant Agent upon demand for all expenditures (including
the reasonable expenses and fees of counsel) and disbursements that the Warrant Agent may reasonably incur in the incurred in the
preparation, delivery, negotiation, amendment, administration and execution of this Warrant Agreement and the exercise and performance
of its duties hereunder.


 


7.3.2        Further
Assurances. The Company shall perform, acknowledge and deliver or cause to be performed, acknowledged and delivered all such
further and other acts, documents, instruments and assurances as may be reasonably required by the Warrant Agent for the carrying
out or performing by the Warrant Agent of the provisions of this Warrant Agreement.


 


7.4          Liability
of Warrant Agent.


 


7.4.1        Reliance
on Company Statement. Whenever in the performance of its duties under this Warrant Agreement, the Warrant Agent shall deem
it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, President or
Chairman of the Board of Directors of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon, and be held
harmless for such reliance, such statement for any action taken or suffered by it pursuant to the provisions of this Warrant Agreement,
and shall not be held liable in connection with any delay in receiving such statement.


 


7.4.2        Indemnification.
The Company covenants and agrees to indemnify and to hold the Warrant Agent harmless against any costs, expenses (including reasonable
fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising
from or out of, directly or indirectly, any claims or liability resulting from its actions or omissions as Warrant Agent pursuant
hereto; provided, that such covenant and agreement does not extend to, and the Warrant Agent shall not be indemnified with respect
to, such costs, expenses, losses and damages incurred or suffered by the Warrant Agent as a result of, or arising out of, its gross
negligence, bad faith, or willful misconduct (each as determined in a final, non-appealable judgment of a court of competent jurisdiction).


 


7.4.3        Instructions.
From time to time, the Company may provide the Warrant Agent with instructions concerning the services performed by the Warrant
Agent hereunder. In addition, at any time the Warrant Agent may apply to any officer of the Company for instruction, and may consult
with legal counsel for Warrant Agent or the Company with respect to any matter arising in connection with the services to be performed
by the Warrant Agent under this Warrant Agreement. The Warrant Agent and its agents and subcontractors shall not be liable and
shall be indemnified by the Company for any action taken or omitted by the Warrant Agent in reliance upon any Company instructions
or upon the advice or opinion of such counsel. The Warrant Agent shall not be held to have notice of any change of authority of
any person, until receipt of written notice thereof from the Company.


 


  



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7.4.4       Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity
or execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of
any covenant or condition contained in this Warrant Agreement or in any Warrant; nor shall it be responsible to make calculations
under Section 3.3.8 or any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method,
or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall
it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of
Common Stock to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock will when
issued be valid and fully paid and nonassessable.


 


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


 


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


 


(b)          The
Warrant Agent shall not have any duty or responsibility in the case of the receipt of any written demand from any holder of Warrants
with respect to any action or default by the Company, including, without limiting the generality of the foregoing, any duty or
responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company.


 


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


 


(d)          The
Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself
or by or through its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect
or misconduct of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct,
absent gross negligence, bad faith or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction)
in the selection and continued employment thereof.


 


  



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(e)          The
Warrant Agent may rely on and shall be held harmless and protected and shall incur no liability for or in respect of any action
taken, suffered or omitted to be taken by it in reliance upon any certificate, statement, instrument, opinion, notice, letter,
facsimile transmission, telegram or other document, or any security delivered to it, and believed by it to be genuine and to have
been made or signed by the proper party or parties, or upon any written or oral instructions or statements from the Company with
respect to any matter relating to its acting as Warrant Agent hereunder.


 


(f)           The
Warrant Agent shall not be obligated to expend or risk its own funds or to take any action that it believes would expose or subject
it to expense or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment
or indemnity satisfactory to it.


 


(g)          The
Warrant Agent shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating
to any registration statement filed with the Commission or this Warrant Agreement, including without limitation obligations under
applicable regulation or law.


 


(h)          The
Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any Warrants authenticated
by the Warrant Agent and delivered by it to the Company pursuant to this Warrant Agreement or for the application by the Company
of the proceeds of the issue and sale, or exercise, of the Warrants.


 


(i)           The
Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the express provisions
hereof (and no duties or obligations shall be inferred or implied). The Warrant Agent shall not assume any obligations or relationship
of agency or trust with any of the owners or holders of the Warrants.


 


(j)           The
Warrant Agent may rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature
by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion
Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for,
the foregoing; or (b) any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter
have been altered, changed, amended or repealed.


 


(k)          In
the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request
or other communication, paper or document received by the Warrant Agent hereunder, the Warrant Agent, may, in its sole discretion,
refrain from taking any action, and shall be fully protected and shall not be liable in any way to Company, the holder of any Warrant
Certificate or Book-Entry Warrant Certificate or any other person or entity for refraining from taking such action, unless the
Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction
of Warrant Agent. The foregoing shall not eliminate any liability that the Company may have to any registered holder or holder
of any Warrant Certificate or Book-Entry Warrant Certificate.


 


  



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7.5          Limitation
on Liability of Warrant Agent. Notwithstanding anything contained herein to the contrary, the Warrant Agent’s aggregate
liability during any term of this Warrant Agreement with respect to, arising from, or arising in connection with this Warrant Agreement,
or from all services provided or omitted to be provided under this Warrant Agreement, whether in contract, or in tort, or otherwise,
is limited to, and shall not exceed, the amounts paid hereunder by the Company to Warrant Agent as fees and charges, but not including
reimbursable expenses, during the twelve (12) months immediately preceding the event for which recovery from Warrant Agent is being
sought. Sections 7.1, 7.3, 7.4, 7.5 and 8.15 shall survive the expiration of the Warrants, the termination of this Warrant Agreement
and the resignation, replacement or removal of the Warrant Agent. The costs and expenses incurred in enforcing this right of indemnification
shall be paid by the Company.


 


7.6          Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Warrant Agreement and agrees to perform the same
upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase of shares
of Common Stock through the exercise of Warrants.


 


7.7          Opinion
of Counsel. The Company shall provide an opinion of counsel prior to the Issuance Date to set up a reserve of Warrants and
related Common Stock. The opinion shall state that all Warrants or Common Stock, as applicable, are:


 


(1)         registered
under the 1933 Act, or are exempt from such registration, and all appropriate state securities law filings have been made with
respect to the warrants or shares; and


 


(2)         validly
issued, fully paid and non-assessable.


 


8.            Miscellaneous
Provisions.


 


8.1          Successors.
Subject to applicable securities laws, this Warrant Agreement and the Warrants 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 each registered holder. The provisions of this Warrant Agreement are intended to be for the benefit of any holder from
time to time of this Warrant Agreement and shall be enforceable by the holder or holder of Warrant Shares.


 


8.2          Notices.
Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by the holder
of any Warrant to or on the Company shall be in writing and delivered by hand or sent by registered or certified mail or overnight
courier service addressed (until another address is filed in writing by the Company with the Warrant Agent), or by facsimile transmission
(as long as the sender maintains a fax delivery report confirming receipt by the recipient and is considered delivered when sent
or if after normal business hours the next Business Day) or by email (as long as no bounce back is received by the sender), as
follows:


 


  



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Tonix Pharmaceuticals Holding Corp. 


509 Madison Avenue – Suite 1608 


New York, NY 10022 


Attn: Seth Lederman, Chief Executive Officer


 


Any notice, statement or demand authorized by this Warrant Agreement
to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be in writing and delivered
by hand or overnight courier service addressed (until another address is filed in writing by the Warrant Agent with the Company)
as follows:


 


VStock Transfer, LLC 


18 Lafayette Place, 


Woodmere, NY 11598 


Attn: [Compliance Department]


 


8.3           Jurisdiction.
The validity, interpretation, and performance of this Warrant Agreement and of the Warrants shall be governed in all respects by
the laws of the State of New York, 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 claim against it arising
out of or relating in any way to this Warrant Agreement 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. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenience
forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or
certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8.2 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.


 


8.4           Persons
Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from
any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than
the parties hereto and the registered holders of the Warrants, any right, remedy, or claim under or by reason of this Warrant Agreement
or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and
agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors
and assigns and of the registered holders of the Warrants.


 


8.5           Examination
of the Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the office of the
Warrant Agent, for inspection by the registered holder of any Warrant. The Warrant Agent may require any such holder to submit
his Warrant for inspection by it.


  



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8.6           Counterparts.
This Warrant Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
A signature to this Warrant Agreement transmitted electronically shall have the same authority, effect, and enforceability as an
original signature.


 


8.7           Effect
of Headings. The Section headings herein are for convenience only and are not part of this Warrant Agreement and shall not
affect the interpretation thereof.


 


8.8           Amendments.
All modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require
the written consent of the registered holders of Warrants equal to at least 67% of the Warrant Shares issuable upon exercise of
all then outstanding Warrants. As a condition precedent to the Warrant Agent’s execution of any amendment, the Company shall
deliver to the Warrant Agent a certificate from an Authorized Officer that states that the proposed amendment is in compliance
with the terms of this Section 8.8. No consideration shall be offered or paid to any person to amend or consent to a waiver or
modification of any provision of this Warrant Agreement unless the same consideration is also offered to all holders of the Warrants.
Notwithstanding anything in this Warrant Agreement to the contrary, the Warrant Agent shall not be required to execute any supplement
or amendment to this Warrant Agreement that it has determined would adversely affect its own rights, duties, obligations or immunities
under this Warrant Agreement. No supplement or amendment to this Warrant Agreement shall be effective unless duly executed by the
Warrant Agent.


 


8.9           Severability.
Wherever possible, each provision of this Warrant Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant Agreement 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 Agreement; provided, however, that if such prohibited and invalid provision shall adversely
affect the rights, immunities, liabilities, duties or obligations of the Warrant Agent, the Warrant Agent shall be entitled to
resign immediately upon written notice to the Company.


 


8.10         Restrictions.
Each registered holder acknowledges that the Warrant Shares acquired upon the exercise of a Warrant, if not registered, and the
registered holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities
laws.


 


8.11         Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of a registered holder
shall operate as a waiver of such right or otherwise prejudice such a registered holder’s rights, powers or remedies. Without
limiting any other provision of this Warrant Agreement or the Underwriting Agreement, if the Company willfully and knowingly fails
to comply with any provision of this Warrant Agreement or the Warrants, which results in any material damages to a registered holder,
the Company shall pay such registered 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 registered holder in
collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.


 


  



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8.12         Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the registered holder to exercise a Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of a registered holder, shall give rise to any
liability of each registered 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.


 


8.13         Remedies.
The registered holders, 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 Agreement. 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 Agreement 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.
Notwithstanding the foregoing or anything else herein to the contrary, other than as expressly provided in Section 3.3.2, Section 3.4
or Section 4.5 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; provided that the foregoing shall not limit or supersede the applicability
of Section 4.5 hereof.


 


8.14         Confidentiality.
The Warrant Agent and the Company agree that all books, records, information and data pertaining to the business of the other party,
including inter alia, personal, non-public warrant holder information, which are exchanged or received pursuant to the negotiation
or the carrying out of this Warrant Agreement including the fees for services set forth in a mutually agreed upon schedule shall
remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law, including, without
limitation, pursuant to subpoenas from state or federal government authorities (e.g., in divorce and criminal actions).


 


8.15         Consequential
Damages. Neither party to this Warrant Agreement shall be liable to the other party for any consequential, indirect, special
or incidental damages under any provisions of this Warrant Agreement or for any consequential, indirect, punitive, special or incidental
damages arising out of any act or failure to act hereunder even if that party has been advised of or has foreseen the possibility
of such damages.


 


8.16         Force
Majeure. Notwithstanding anything to the contrary contained herein, the Warrant Agent will not be liable for any delays or
failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist
acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due
to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.


 






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9.             Certain
Definitions. For purposes of this Warrant Agreement, the following terms shall have the following meanings:  


 


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


 


9.2           “Approved
Stock Plan” means any employee benefit plan that has been approved by a majority of the disinterested members of the
Board of Directors of the Company, pursuant to which the Company’s securities may be issued to any employee, officer or director
for services provided to the Company.


 


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


 


9.4           “Bid
Price” means, for any security as of the particular time of determination, the bid price for such security on the Principal
Market as reported by Bloomberg as of such time of determination, or, if the Principal Market is not the principal securities exchange
or trading market for such security, the bid price of such security on the principal securities exchange or trading market where
such security is listed or traded as reported by Bloomberg as of such time of determination, or if the foregoing does not apply,
the bid price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by
Bloomberg as of such time of determination, or, if no bid price is reported for such security by Bloomberg as of such time of determination,
the average of the bid prices of any market makers for such security as reported in the “pink sheets” by OTC Markets
Group Inc. (formerly Pink Sheets LLC) as of such time of determination. If the Bid Price cannot be calculated for a security as
of the particular time of determination on any of the foregoing bases, the Bid Price of such security as of such time of determination
shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to
agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 11.
All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar
transaction during such period.


  


  



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9.6           “Bloomberg”
means Bloomberg Financial Markets.


 


9.7           “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law or executive order to remain closed.


  


9.9           “Closing
Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price
and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal
Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as
the case may be, then the last bid price or the last trade price, respectively, of such security prior to 4:00:00 p.m., New York
time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such
security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or
trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing
bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for
such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security
by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported
in the OTC Link or “pink sheets” by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.). If the Closing Bid Price
or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid
Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined
by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then
such dispute shall be resolved pursuant to Section 11. All such determinations to be appropriately adjusted for any stock dividend,
stock split, stock combination, reclassification or other similar transaction during the applicable calculation period.


 


  



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9.10         “Common
Stock” means (i) the Company’s shares of Common Stock 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.


 


9.11         “Control”
(including the terms “controlling”, “controlled by” or “under common control with”) means the
possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise.


 


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


 


9.13         “Eligible
Market” means The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market
or The New York Stock Exchange, Inc.


  


9.15         “Expiration
Date” means the date that is sixty (60) months after the Issuance Date or, if such date falls on a day other than a Business
Day or on which trading does not take place on the Principal Market (a “Holiday”), the next date that is not a Holiday,
as the same may be extended pursuant to Section 3.3.7.


 


  



    	 	30	 



     


    




 


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


 


  



    	 	31	 



     


    




 


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


 


9.18         “Merger
Event” means any of the following: (i) a sale, lease or other transfer of all or substantially all assets of the Company,
(ii) any merger or consolidation involving the Company in which the Company is not the surviving entity or in which the outstanding
shares of the Company’s capital stock are otherwise converted into or exchanged for shares of capital stock or other securities
or property of another entity, or (iii) any sale by holders of the outstanding voting equity securities of the Company in a single
transaction or series of related transactions of shares constituting a majority of the outstanding combined voting power of the
Company.


 


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


 


9.20         “Option
Value” means the value of an Option based on the Black-Scholes Option Pricing model obtained from the “OV”
function on Bloomberg determined as of the day of the most recent Closing Sale Price of the Common Stock prior to the public announcement
of the pricing of the applicable Option (or, if the pricing is not publicly announced, on the most recent Closing Sale Price of
the Common Stock prior to the pricing of the applicable Option) and reflecting (i) a risk-free interest rate corresponding to the
U.S. Treasury rate for a period equal to the remaining term of the applicable Option as of the applicable date of determination,
(ii) an expected volatility equal to 50%, (iii) an underlying price per share equal to the most recent Closing Sale Price of the
Common Stock prior to the public announcement of the pricing of the applicable Option (or, if the pricing is not publicly announced,
on the most recent Closing Sale Price of the Common Stock prior to the pricing of the applicable Option), (iv) a zero cost of borrow
and (v) a 360-day annualization factor.


 


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


 


9.22         “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.


 


9.23         “Principal
Market” means the principal securities exchange or securities market on which the Common Shares are then traded.


 


9.24         “Standard
Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s
primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.


 


  



    	 	32	 



     


    




 


9.25         “Subject
Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.


 


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


 


9.27         “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.


 


9.28         “Transaction
Documents” means any agreement entered into by and between the Company and the Holder, as applicable.


 


9.29         “Weighted
Average Price” means, for any security as of any date, the dollar volume-weighted average price for such security on
the Principal Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly
announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market
publicly announces is the official close of trading), as reported by Bloomberg through its “Volume at Price” function
or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on
the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time (or such other time
as such market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time
as such market publicly announces is the official close of trading), as reported by Bloomberg, or, if no dollar volume-weighted
average price is reported for such security by Bloomberg for such hours, the average of the highest Closing Bid Price and the lowest
closing ask price of any of the market makers for such security as reported in the OTC Link or “pink sheets” by OTC
Markets Group Inc. (formerly Pink OTC Markets Inc.). If the Weighted Average Price cannot be calculated for a security on a particular
date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as
mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value
of such security, then such dispute shall be resolved pursuant to Section 11 with the term “Weighted Average Price”
being substituted for the term “Exercise Price.” All such determinations shall be appropriately adjusted for any stock
dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation period.


 


[Remainder of page intentionally left
blank. Signature page follows.]


 






    	 	33	 



     


    





 


IN WITNESS WHEREOF, this Warrant Agreement
has been duly executed by the parties hereto as of the day and year first above written.










 


	 	TONIX PHARMACEUTICALS HOLDING CORP.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	VSTOCK TRANSFER, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Warrant Agreement] 


 






     


     


    




 


EXHIBIT A


 


[FORM OF GLOBAL CERTIFICATE]


 


TONIX PHARMACEUTICALS HOLDING CORP.


 


WARRANT CERTIFICATE


 


THIS CERTIFIES THAT, for value received is the registered holder
of a Warrant or Warrants (the “Warrant”) expiring the date sixty (60) months after the Initial Exercisability
Date or, if such date falls on a day other than a Business Day or on which trading does not take place on the Principal Market
(a “Holiday”), the next day that is not a Holiday, subject to extension in certain events (“Expiration
Date”), to purchase                     
fully paid and non-assessable shares (“Shares”) of Common Stock, par value $0.0001 per share (“Common
Stock”), of Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”). The Warrant
entitles the holder thereof to purchase from the Company such number of shares of Common Stock at the price of $ per share (subject
to adjustment), upon surrender of this Warrant Certificate and payment of the Warrant Price to VStock Transfer, LLC, (the “Warrant
Agent”), at its offices designated for such purpose, but only subject to the conditions set forth herein and in the Warrant
Agreement between the Company and the Warrant Agent (as may be amended from time to time, the “Warrant Agreement”).
The Warrant Agreement provides that upon the occurrence of certain events, the Warrant Price and the number of Shares purchasable
hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted. The term “Warrant Price”
as used in this Warrant Certificate refers to the price per share of Common Stock at which Shares may be purchased at the time
the Warrant is exercised. Capitalized terms used and not defined herein shall have the meanings set forth in the Warrant Agreement.


 


No fraction of a Share will be issued upon any exercise of a
Warrant. If the holder of a Warrant would be entitled to receive a fraction of a Share upon any exercise of a Warrant, the Company
shall, at its election, either pay a cash adjustment in respect of such fraction in an amount equal to such fraction multiplied
by the Exercise Price or round up such fraction to the next whole share.


 


Upon any exercise of the Warrant for less than the total number
of full Shares provided for herein, there shall be issued to the registered holder hereof or the registered holder’s assignee
a new Warrant Certificate covering the number of Shares for which the Warrant has not been exercised, provided that such holder
has previously surrendered this Warrant to the Warrant Agent.


 


Upon surrender of the Warrant Certificate for transfer, properly
endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer, the Warrant Agent shall
register the transfer. A new Warrant Certificate or Warrant Certificates evidencing in the aggregate a like number of Warrants
shall be issued and the old Warrant Certificate shall be canceled.


 






     


     


    

 


Warrant Certificates, when surrendered to the Warrant Agent,
may be transferred or exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but without payment
of any service charge, for another Warrant Certificate or Warrant Certificates evidencing in the aggregate a like number of Warrants.


 


The Company and the Warrant Agent may deem and treat the registered
holder as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made
by anyone), for the purpose of any exercise hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary.


 


This Warrant Certificate does not entitle the registered holder
to any of the rights of a stockholder of the Company.


 


	 	TONIX PHARMACEUTICALS HOLDING CORP.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	COUNTERSIGNED:
	 	 
	 	VSTOCK TRANSFER LLC
	 	as Warrant Agent
	 	 	 
	 	By:	 
	 	Authorized Officer
	 	 	 


[Signature page to Warrant Certificate] 


 






     


     


    




 


ELECTION TO PURCHASE FORM


 


(to be executed by the registered holder
in order to exercise Warrants)


 


The undersigned registered holder irrevocably elects to exercise
Warrants to purchase            shares of Common Stock represented by this Warrant
Certificate and to purchase such shares of Common Stock issuable upon the exercise of such Warrants, and requests that such shares
shall be issued in the name of 


	 
	(PLEASE TYPE OR PRINT NAME AND ADDRESS)
	 
	 
	 
	 
	 
	 
	(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
	and be delivered to:
	 
	 


 


(PLEASE PRINT OR TYPE NAME AND ADDRESS)


 


and, at the sole election of the registered holder, if such
number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the
balance of such Warrants be registered in the name of, and delivered to, the registered holder at the address stated below:


 


Dated: ____________________________________________________


 


	 	 
	(SIGNATURE)	 
	 	 
	 	 
	 	 
	 	 
	(ADDRESS)	 
	 	 
	 	 
	 	 
	 	 
	(TAX IDENTIFICATION NUMBER)	 


 






     


     


    

 


ASSIGNMENT


 


(to be executed by the registered holder
in order to assign Warrants)


 


For Value Received,                                         
hereby sells, assigns, and transfers unto


 


	 
	(PLEASE TYPE OR PRINT NAME AND ADDRESS)
	 
	 
	 
	 
	 
	 
	(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
	and be delivered to:
	 
	 


 


(PLEASE PRINT OR TYPE NAME AND ADDRESS)


 


Warrants to purchase                     
shares of Common Stock represented by this Warrant Certificate, and hereby irrevocably constitutes and appoints                               
Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.


 


Dated:  ___________________


 


	_________________________	 
	(SIGNATURE)	 


 


The signature to the assignment of the Subscription Form must
correspond to the name written upon the face of this Warrant Certificate in every particular, without alteration or enlargement
or any change whatsoever, and must be guaranteed by a commercial bank or trust company or a member firm of the American Stock Exchange,
New York Stock Exchange, Pacific Stock Exchange or Chicago Stock Exchange.





 



    - 4 -


     


    







 


Exhibit B


[FORM OF CERTIFICATED WARRANT]


 


Exhibit C


 


Form of Warrant Certificate Request Notice


 


WARRANT CERTIFICATE REQUEST NOTICE


 


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


 


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


 


	1.	Name of Holder of Warrants in form of Global Warrants: _____________________________
	2.	Name of Holder in Definitive Certificate (if different from name of Holder of Warrants in form of Global Warrants): ________________________________
	3.	Number of Warrants in name of Holder in form of Global Warrants: ___________________
	4.	Number of Warrants for which Definitive Certificate shall be issued: __________________
	5.	Number of Warrants in name of Holder in form of Global Warrants after issuance of Definitive Certificate, if any: ___________
	6.	Definitive Certificate shall be delivered to the following address:


	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


 


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


 


	[SIGNATURE OF HOLDER]	 
	 	 
	Name of Investing Entity:	 
	 	 
	Signature of Authorized Signatory of Investing Entity:	 
	 	 
	Name of Authorized Signatory:	 
	 	 
	Title of Authorized Signatory:	 
	 	 
	Date: