TONIX PHARMACEUTICALS HOLDING CORP. S-1A


Exhibit 4.04


 





 








 


Tonix Pharmaceuticals Holding Corp.


 


and


 


VStock Transfer, LLC, as


 


Warrant Agent




 





 



 


Warrant Agency Agreement


 


Dated as of _________, 2019




 





 



 




WARRANT AGENCY AGREEMENT


 


WARRANT AGENCY AGREEMENT, dated as of _________,
2019 (“Agreement”), between Tonix Pharmaceuticals Holding Corp., a Nevada corporation (the “Company”),
and VStock Transfer, LLC, a New York limited liability company (the “Warrant Agent”).


 


W I T N E S S E T H


 


WHEREAS, pursuant to a registered offering
by the Company of 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 ___________ of Common Stock (each, a “Warrant”
and collectively, the “Warrants”), and a common stock purchase warrant to purchase __________ of Common Stock
(each, a “Common Warrant” and collectively with the Warrants, the “Offered 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”), and Offered Warrants to purchase up to [ ] shares of Common Stock, pursuant to an effective registration statement
on Form S-1 (File No. 333-234263) (the “Registration Statement”), the Company wishes to issue the Warrants in
book entry form entitling the respective holders of the Warrants (the “Holders”, which term shall include a
Holder’s transferees, successors and assigns and “Holder” shall include, if the Warrants are held in “street
name,” a Participant (as defined below) or a designee appointed by such Participant) to purchase an aggregate of up to ___________
shares of Common Stock upon the terms and subject to the conditions hereinafter set forth (the “Offering”);


 


WHEREAS, the shares of Common Stock, Preferred
Stock and Warrants to be issued in connection with the Offering shall be immediately separable and will be issued separately, but
will be purchased together in the Offering; and


 


WHEREAS, the Company wishes the Warrant
Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance, registration,
transfer, exchange, exercise and replacement of the Warrants and, in the Warrant Agent’s capacity as the Company’s
transfer agent, the delivery of the Warrant Shares (as defined below).


 


NOW, THEREFORE, in consideration of the
premises and the mutual agreements herein set forth, the parties hereby agree as follows:


 


Section 1. Certain Definitions. For
purposes of this Agreement, the following terms have the meanings indicated:


 


(a) “Business Day” means
any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which the
New York Stock Exchange is authorized or required by law or other governmental action to close.


 


(b) “Close of Business”
on any given date means 5:00 p.m., New York City time, on such date; provided, however, that if such date is not
a Business Day it means 5:00 p.m., New York City time, on the next succeeding Business Day.


 


(c) “Person” means an individual,
corporation, association, partnership, limited liability company, joint venture, trust, unincorporated organization, government
or political subdivision thereof or governmental agency or other entity.


 


(d) “Warrant Certificate”
means a certificate issued to a Holder, representing such number of Warrant Shares as is indicated therein.


 


(e) “Warrant Shares” means
the shares of Common Stock underlying the Warrants and issuable upon exercise of the Warrants.




 






     


     


    

 


All other capitalized terms used but not otherwise
defined herein shall have the meaning ascribed to such terms in the Warrant.


 


Section 2. Appointment of Warrant Agent.
The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the terms and conditions hereof,
and the Warrant Agent hereby accepts such appointment. The Company may from time to time appoint a Co-Warrant Agent as it may,
in its sole discretion, deem necessary or desirable. The Warrant Agent shall have no duty to supervise, and will in no event be
liable for the acts or omissions of, any co-Warrant Agent.


 


Section 3. Global Warrants.


 


(a) The Warrants shall be issuable in book
entry form (the “Global Warrants”). All of the Warrants shall initially be represented by one or more Global
Warrants deposited with the Warrant Agent and registered in the name of Cede & Co., a nominee of The Depository Trust Company
(the “Depositary”), or as otherwise directed by the Depositary. Ownership of beneficial interests in the Warrants
shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its
nominee for each Global Warrant or (ii) institutions that have accounts with the Depositary (such institution, with respect to
a Warrant in its account, a “Participant”).


 


(b) If the Depositary subsequently ceases
to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding other
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, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to
the Warrant Agent for cancellation each Global Warrant, and the Company shall instruct the Warrant Agent to deliver to each Holder
a Warrant Certificate.


 


(c) 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 Global Warrants for
a Warrant Certificate evidencing the same number of Warrants, which request shall be in the form attached hereto as Annex A
(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 Warrant Certificate, a “Warrant Exchange”),
the Warrant Agent shall promptly effect the Warrant Exchange and shall promptly issue and deliver to the Holder a Warrant Certificate
for such number of Warrants in the name set forth in the Warrant Certificate Request Notice. Such Warrant Certificate shall be
dated the original issue date of the Warrants and shall be manually executed by an authorized signatory of the Company. In connection
with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent to deliver, the Warrant 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 fails for any reason to deliver
to the Holder the Warrant 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 Warrant Certificate (based on the VWAP (as defined in the Warrant) of the Common Stock on the Warrant Certificate Request
Notice Date), $10 per Business Day (increasing to $20 per Business Day on the fifth Business Day after such liquidated damages
begin to accrue) for each Business Day after such Warrant Certificate Delivery Date until such Warrant 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 Warrant
Certificate and, notwithstanding anything to the contrary set forth herein, the Warrant 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 Agreement,
other than Section 3(c), which shall not apply to the Warrants evidenced by a Warrant Certificate. In the event a beneficial owner
requests a Warrant Exchange, upon issuance of the paper Warrant Certificate, the Company shall act as warrant agent and the terms
of the paper Warrant Certificate so issued shall exclusively govern in respect thereof. For purposes of clarity, if there is a
conflict between the express terms of this Agreement and any Warrant Certificate with respect to the terms of the Warrants, the
terms of such Warrant Certificate shall govern and control.


 






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Section 4. Form of Warrant. The Warrants,
together with the form of election to purchase Common Stock (the “Exercise Notice”) and the form of assignment
to be printed on the reverse thereof, whether a Warrant Certificate or a Global Warrant, shall be substantially in the form of
Exhibit 1 hereto.


 


Section 5. Countersignature and Registration.
The Warrants shall be executed on behalf of the Company by its Chief Executive Officer or Chief Financial Officer, either manually
or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by
the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrants shall be countersigned
by the Warrant Agent either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned.
In case any officer of the Company who shall have signed a Warrant shall cease to be such officer of the Company before countersignature
by the Warrant Agent and issuance and delivery by the Company, such Warrant, 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 had not ceased to be such
officer of the Company; and any Warrant may be signed on behalf of the Company by any person who, at the actual date of the execution
of such Warrant, shall be a proper officer of the Company to sign such Warrant, although at the date of the execution of this Warrant
Agreement any such person was not such an officer.


 


The Warrant Agent will keep or cause to
be kept, at one of its offices, or at the office of one of its agents, books for registration and transfer of the Warrant Certificates
issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant Certificates, the number
of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant
Agent will create a special account for the issuance of Warrant Certificates.


 


Section 6. Transfer, Split Up, Combination
and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates. Subject to the provisions
of the Warrant and the last sentence of this first paragraph of Section 6 and subject to applicable law, rules or regulations,
or any “stop transfer” instructions the Company may give to the Warrant Agent, at any time after the closing date of
the Offering, and at or prior to the Close of Business on the Termination Date, any Warrant Certificate or Warrant Certificates
or Global Warrant or Global Warrants may be transferred, split up, combined or exchanged for another Warrant Certificate or Warrant
Certificates or Global Warrant or Global Warrants, entitling the Holder to purchase a like number of shares of Common Stock as
the Warrant Certificate or Warrant Certificates or Global Warrant or Global Warrants surrendered then entitled such Holder to purchase.
Any Holder desiring to transfer, split up, combine or exchange any Warrant Certificate or Global Warrant shall make such request
in writing delivered to the Warrant Agent, and shall surrender the Warrant Certificate or Warrant Certificates to be transferred,
split up, combined or exchanged at the principal office of the Warrant Agent, provided that no such surrender is applicable to
the Holder of a Global Warrant. Any requested transfer of Warrants, whether a Global Warrant or a Warrant Certificate, shall be
accompanied by reasonable evidence of authority of the party making such request that may be required by the Warrant Agent. Thereupon
the Warrant Agent shall, subject to the last sentence of this first paragraph of Section 6, countersign and deliver to the Person
entitled thereto any Warrant Certificate or Global Warrant, as the case may be, as so requested. The Company may require payment
from the Holder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer,
split up, combination or exchange of Warrants. The Company shall compensate the Warrant Agent per the fee schedule mutually agreed
upon by the parties hereto and provided separately on the date hereof.


 


Upon receipt by the Warrant Agent of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of a Warrant Certificate, which evidence shall include
an affidavit of loss, or in the case of mutilated certificates, the certificate or portion thereof remaining, and, in case of loss,
theft or destruction, of indemnity in customary form and amount, and satisfaction of any other reasonable requirements established
by Section 8-405 of the Uniform Commercial Code as in effect in the State of Nevada, and reimbursement to the Company and the Warrant
Agent of all reasonable expenses incidental thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate
if mutilated, the Company will make and deliver a new Warrant Certificate of like tenor to the Warrant Agent for delivery to the
Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated.


 






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Section 7. Exercise of Warrants; Exercise
Price; Termination Date.


 


(a) The Warrants shall be exercisable commencing
on the Initial Exercise Date. The Warrants shall cease to be exercisable and shall terminate and become void, and all rights thereunder
and under this Agreement shall cease, at or prior to the Close of Business on the Termination Date. Subject to the foregoing and
to Section 7(b) below, the Holder of a Warrant may exercise the Warrant in whole or in part upon providing the items required by
Section 7(c) below to the Warrant Agent at the principal office of the Warrant Agent or to the office of one of its agents as may
be designated by the Warrant Agent from time to time. In the case of the Holder of a Global Warrant, the Holder shall deliver the
executed Exercise Notice and payment of the Exercise Price pursuant to Section 2(a) of the Warrant. Notwithstanding any other provision
in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry
form through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises
by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise,
complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable).
The Company acknowledges that the bank accounts maintained by the Warrant Agent in connection with the services provided under
this Agreement will be in its name and that the Warrant Agent may receive investment earnings in connection with the investment
at Warrant Agent risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders
will receive interest on any deposits or Exercise Price.


 


(b) Upon receipt of an Exercise Notice for
a cashless exercise pursuant to Section 2(c) of the Warrant (each, a “Cashless Exercise”), the Company will
promptly calculate and transmit to the Warrant Agent the number of Warrant Shares issuable in connection with such Cashless Exercise
and deliver a copy of the Exercise Notice to the Warrant Agent, which shall issue such number of Warrant Shares in connection with
such Cashless Exercise.


 


(c) Upon the Warrant Agent’s receipt,
at or prior to the Close of Business on the Termination Date set forth in a Warrant, of the executed Exercise Notice, accompanied
by payment of the Exercise Price pursuant to Section 2(a) of the Warrant, the shares to be purchased (other than in the case of
a Cashless Exercise), an amount equal to any applicable tax, governmental charge or expense reimbursement referred to in Section
6 in cash, or by certified check or bank draft payable to the order of the Company and, in the case of an exercise of a Warrant
in the form of a Warrant Certificate for all of the Warrant Shares represented thereby, the Warrant Certificate, the Warrant Agent
shall cause the Warrant Shares underlying such Warrant to be delivered to or upon the order of the Holder of such Warrant, registered
in such name or names as may be designated by such Holder, no later than the Warrant Share Delivery Date. If the Company is then
a participant in the DWAC system of the Depositary and either (A) there is an effective registration statement permitting the issuance
of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise,
then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the
Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated
to pay any amounts to any Holders pursuant to Section 2(d)(i) or 2(d)(iv) of the Warrant, such obligation shall be solely that
of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the
case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent of an amount equal to the aggregate
Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a)
hereof, the Warrant Agent will not obligated to deliver certificates representing any such Warrant Shares (via DWAC or otherwise)
until following receipt of such payment, and the applicable Warrant Share Delivery Date shall be deemed extended by one day for
each day (or part thereof) until such payment is delivered to the Warrant Agent.


 


(d) The Warrant Agent shall deposit all funds
received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained with the Warrant Agent
for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company via telephone at
the end of each day on which funds for the exercise of any Warrant are received of the amount so deposited to its account. The
Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.


 






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(e) In case the Holder of any Warrant Certificate
exercises fewer than all Warrants evidenced thereby and surrenders such Warrant Certificate in connection with such partial exercise,
a new Warrant Certificate evidencing the number of Warrant Shares equivalent to the number of Warrant Shares remaining unexercised
may be issued by the Warrant Agent to the Holder of such Warrant Certificate or to his duly authorized assigns in accordance with
Section 2(d)(ii) of the Warrant, subject to the provisions of Section 6 hereof.


 


Section 8. Cancellation and Destruction
of Warrant Certificates. All Warrant Certificates surrendered for the purpose of exercise, transfer, split up, combination
or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Warrant Agent for cancellation or
in canceled form, or, if surrendered to the Warrant Agent, shall be canceled by it, and no Warrant Certificates shall be issued
in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver to the Warrant
Agent for cancellation and retirement, and the Warrant Agent shall so cancel and retire, any other Warrant Certificate purchased
or acquired by the Company otherwise than upon the exercise thereof. The Warrant Agent shall deliver all canceled Warrant Certificates
to the Company, or shall, at the written request of the Company, destroy such canceled Warrant Certificates, and in such case shall
deliver a certificate of destruction thereof to the Company, subject to any applicable law, rule or regulation requiring the Warrant
Agent to retain such canceled certificates.


 


Section 9. Certain Representations; Reservation
and Availability of Shares of Common Stock or Cash.


 


(a) This Agreement has been duly authorized,
executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes
a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants
have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant
hereto and payment therefor by the Holders as provided in the Registration Statement, constitute valid and legally binding obligations
of the Company enforceable against the Company in accordance with their terms and entitled to the benefits thereof; in each case
except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to
or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is
considered in a proceeding in equity or at law).


 


(b) As of the date hereof and prior to the
Offering, the authorized capital stock of the Company consists of (i) 15,000,000 shares of authorized Common Stock, of which 1,575,246
shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which no shares are
issued and outstanding. As of the date hereof there are ___________ shares of Common Stock reserved for issuance upon exercise
of the Warrants inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the
Registration Statement. Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants,
options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company.


 


(c) The Company covenants and agrees that
it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and
issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will
be sufficient to permit the exercise in full of all outstanding Warrants.


 


(d) The Warrant Agent will create a special
account for the issuance of Common Stock upon the exercise of Warrants.


 


(e) The Company further covenants and agrees
that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect
of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants.
The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer
involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a
name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver
any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have
been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender)
or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.


 






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Section 10. Common Stock Record Date.
Each Holder shall be deemed to have become the holder of record for the Warrant Shares pursuant to Section 2(d)(i) of the Warrants.


 


Section 11. Adjustment of Exercise Price,
Number of Shares of Common Stock or Number of the Company Warrants. The Exercise Price, the number of shares covered by each
Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant.
In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant, the Holder of any Warrant
thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock,
thereafter the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time
to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in
Section 3 of the Warrant, and the provisions of Sections 7, 9 and 13 of this Agreement with respect to the shares of Common Stock
shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment
made to the Exercise Price pursuant to the Warrant shall evidence the right to purchase, at the adjusted Exercise Price, the number
of shares of Common Stock purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment
as provided herein.


 


Section 12. Certification of Adjusted
Exercise Price or Number of Shares of Common Stock. Whenever the Exercise Price or the number of shares of Common Stock issuable
upon the exercise of each Warrant is adjusted as provided in Section 11 or 13, the Company shall (a) promptly prepare a certificate
setting forth the Exercise Price of each Warrant as so adjusted, and a brief statement of the facts accounting for such adjustment,
(b) promptly file with the Warrant Agent and with each transfer agent for the Common Stock a copy of such certificate and (c) instruct
the Warrant Agent to send a brief summary thereof to each Holder of a Warrant.


 


Section 13. Fractional Shares of Common
Stock.


 


(a) The Company shall not issue fractions
of Warrants or distribute a Global Warrant or Warrant Certificates that evidence fractional Warrants. Whenever any fractional Warrant
would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction
down to the nearest whole Warrant.


 


(b) The Company shall not issue fractions
of shares of Common Stock upon exercise of Warrants or distribute stock certificates that evidence fractional shares of Common
Stock. Whenever any fraction of a share of Common Stock would otherwise be required to be issued or distributed, the actual issuance
or distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant.


 


Section 14. Conditions of the Warrant
Agent’s Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof,
including the following to all of which the Company agrees and to all of which the rights hereunder of the Holders from time to
time of the Warrant shall be subject:


 


(a) Compensation and Indemnification. The
Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 2 hereto for all services rendered by the
Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred
without gross negligence, bad faith or willful misconduct by the Warrant Agent in connection with the services rendered hereunder
by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability
or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Warrant Agent, arising out of
or in connection with its acting as Warrant Agent hereunder, including the reasonable costs and expenses of defending against any
claim of such liability.


 


(b) Agent for the Company. In acting under
this Warrant Agreement and in connection with the Warrant Certificates, the Warrant Agent is acting solely as agent of the Company
and does not assume any obligations or relationship of agency or trust for or with any of the Holders of Warrant Certificates or
beneficial owners of Warrants.


 






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(c) Counsel. The Warrant Agent may consult
with counsel satisfactory to it, which may include counsel for the Company, and the written advice of such counsel shall be full
and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and
in accordance with the advice of such counsel.


 


(d) Documents. The Warrant Agent shall be
protected and shall incur no liability for or in respect of any action taken or omitted by it in reliance upon any Warrant Certificate,
notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine
and to have been presented or signed by the proper parties.


 


(e) Certain Transactions. The Warrant Agent,
and its officers, directors and employees, may become the owner of, or acquire any interest in, Warrants, with the same rights
that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they
may engage or be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee or
agent for, any committee or body of Holders of Warrant Securities or other obligations of the Company as freely as if it were not
the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as trustee
under any indenture to which the Company is a party.


 


(f) No Liability for Interest. Unless otherwise
agreed with the Company, the Warrant Agent shall have no liability for interest on any monies at any time received by it pursuant
to any of the provisions of this Agreement or of the Warrant Certificates.


 


(g) No Liability for Invalidity. The Warrant
Agent shall have no liability with respect to any invalidity of this Agreement or any of the Warrant Certificates (except as to
the Warrant Agent’s countersignature thereon).


 


(h) No Responsibility for Representations.
The Warrant Agent shall not be responsible for any of the recitals or representations herein or in the Warrant Certificates (except
as to the Warrant Agent’s countersignature thereon), all of which are made solely by the Company.


 


(i) No Implied Obligations. The Warrant Agent
shall be obligated to perform only such duties as are herein and in the Warrants specifically set forth and no implied duties
or obligations shall be read into this Agreement or the Warrants against the Warrant Agent. The Warrant Agent shall not be under
any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within
a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty
or responsibility for the use by the Company of any of the Warrants authenticated by the Warrant Agent and delivered by it to
the Company pursuant to this Agreement or for the application by the Company of the proceeds of the Warrants. The Warrant Agent
shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained
herein or in the Warrants or in the case of the receipt of any written demand from a Holder of a Warrant Certificate with respect
to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt
to initiate any proceedings at law. 


 






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Section 15. Purchase or Consolidation
or Change of Name of Warrant Agent. Any corporation into which the Warrant Agent or any successor Warrant Agent may be merged
or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Warrant Agent
or any successor Warrant Agent shall be party, or any corporation succeeding to the corporate trust business of the Warrant Agent
or any successor Warrant Agent, shall be the successor to the Warrant Agent under this Agreement without the execution or filing
of any paper or any further act on the part of any of the parties hereto, provided that such corporation would be eligible for
appointment as a successor Warrant Agent under the provisions of Section 17. In case at the time such successor Warrant Agent shall
succeed to the agency created by this Agreement any of the Warrants shall have been countersigned but not delivered, any such successor
Warrant Agent may adopt the countersignature of the predecessor Warrant Agent and deliver such Warrants so countersigned; and in
case at that time any of the Warrants shall not have been countersigned, any successor Warrant Agent may countersign such Warrants
either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases such Warrants
shall have the full force provided in the Warrants and in this Agreement.


 


In case at any time the name of the Warrant
Agent shall be changed and at such time any of the Warrants shall have been countersigned but not delivered, the Warrant Agent
may adopt the countersignature under its prior name and deliver Warrants so countersigned; and in case at that time any of the
Warrants shall not have been countersigned, the Warrant Agent may countersign such Warrants either in its prior name or in its
changed name; and in all such cases such Warrants shall have the full force provided in the Warrants and in this Agreement.


 


Section 16. Duties of Warrant Agent.
The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, all
of which the Company, by its acceptance hereof, shall be bound:


 


(a) The Warrant Agent may consult with legal
counsel reasonably acceptable to the Company (who may be legal counsel for the Company), and the opinion 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 good faith and
in accordance with such opinion.


 


(b) Whenever in the performance of its duties
under this 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 certificate signed by the Chief Executive
Officer or Chief Financial Officer of the Company; and such certificate shall be full authentication to the Warrant Agent for any
action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate.


 


(c) Subject to the limitation set forth in
Section 14, the Warrant Agent shall be liable hereunder only for its own gross negligence, bad faith or willful misconduct, or
for a breach by it of this Agreement.


 


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


 


(e) The Warrant Agent shall not be under any
responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof
by the Warrant Agent) or in respect of 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 Agreement or in any Warrant; nor
shall it be responsible for the adjustment of the Exercise Price or the making of any change in the number of shares of Common
Stock required under the provisions of Section 11 or 13 or responsible for the manner, method or amount of any such change or the
ascertaining of the existence of facts that would require any such adjustment or change (except with respect to the exercise of
Warrants evidenced by Warrant Certificates after actual notice of any adjustment of the Exercise Price); 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 Agreement or any Warrant or as to whether any shares of Common Stock will, when issued, be duly authorized,
validly issued, fully paid and nonassessable.


  






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(f) Each party hereto agrees that it will
perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other
acts, instruments and assurances as may reasonably be required by the other party hereto for the carrying out or performing by
any party of the provisions of this Agreement.


 


(g) The Warrant Agent is hereby authorized
to accept instructions with respect to the performance of its duties hereunder from the Chief Executive Officer or Chief Financial
Officer of the Company, and to apply to such officers for advice or instructions in connection with its duties, and it shall not
be liable and shall be indemnified and held harmless for any action taken or suffered to be taken by it in good faith in accordance
with instructions of any such officer, provided Warrant Agent carries out such instructions without gross negligence, bad faith
or willful misconduct.


 


(h) The Warrant Agent and any shareholder,
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 Agreement. Nothing herein shall preclude
the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.


 


(i) 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, provided reasonable care was
exercised in the selection and continued employment thereof.


 


Section 17. Change of Warrant Agent.
The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing sent
to the Company and to each transfer agent of the Common Stock, and to the Holders of the Warrant Certificates. The Company may
remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor
Warrant Agent, as the case may be, and to each transfer agent of the Common Stock, and to the Holders of the Warrant Certificates.
If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor
to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after
it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder
of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the
Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new Warrant Agent.
Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business
under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate
trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment
as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be
vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further
act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time
held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant
Agent and each transfer agent of the Common Stock, and mail a notice thereof in writing to the Holders of the Warrant Certificates.
However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity
of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.


 


Section 18. Issuance of New Warrants.
Notwithstanding any of the provisions of this Agreement or of the Warrants to the contrary, the Company may, at its option, issue
a new Global Warrant or Warrant Certificates, if any, evidencing Warrants in such form as may be approved by its Board of Directors
to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock or other
securities or property purchasable under the Global Warrant or Warrant Certificates, if any, made in accordance with the provisions
of this Agreement.


 






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Section 19. Notices. Notices or demands
authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder of any Warrant Certificate to or on
the Company, (ii) subject to the provisions of Section 17, by the Company or by the Holder of any Warrant Certificate to or on
the Warrant Agent or (iii) by the Company or the Warrant Agent to the Holder of any Warrant Certificate, shall be deemed given
(a) on the date delivered, if delivered personally, (b) on the first Business Day following the deposit thereof with Federal Express
or another recognized overnight courier, if sent by Federal Express or another recognized overnight courier, (c) on the fourth
Business Day following the mailing thereof with postage prepaid, if mailed by registered or certified mail (return receipt requested),
and (d) the time of transmission, if such notice or communication is delivered via facsimile or email attachment at or prior to
5:30 p.m. (New York City time) on a Business Day and (e) the next Business Day after the date of transmission, if such notice or
communication is delivered via facsimile or email attachment on a day that is not a Business Day or later than 5:30 p.m. (New York
City time) on any Business Day, in each case to the parties at the following addresses (or at such other address for a party as
shall be specified by like notice):


 


	 	(a)	If to the Company, to:


 


Tonix Pharmaceuticals Holding Corp.


509 Madison Avenue, Suite 306


New York, New York 10022


Attention: Seth Lederman


 


	 	(b)	If to the Warrant Agent, to:


 


VStock Transfer, LLC


18 Lafayette Place,


Woodmere, NY 11598

Attention: [Compliance Department]


 


For any notice delivered by email to be deemed given or made,
such notice must be followed by notice sent by overnight courier service to be delivered on the next business day following such
email, unless the recipient of such email has acknowledged via return email receipt of such email.


 


(c) If to the Holder of any Warrant Certificate,
to the address of such Holder as shown on the registry books of the Company. Any notice required to be delivered by the Company
to the Holder of any Warrant may be given by the Warrant Agent on behalf of the Company. Notwithstanding any other provision of
this Agreement, where this Agreement provides for notice of any event to a Holder of any Warrant Certificate, for a Global Warrant,
such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the procedures of the Depositary
or its designee.


 


Section 20. Supplements and Amendments.


 


(a) The Company and the Warrant Agent may
from time to time supplement or amend this Agreement without the approval of any Holders of Warrant Certificates in order to cure
any ambiguity, to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions
herein, or to make any other provisions with regard to matters or questions arising hereunder which the Company and the Warrant
Agent may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Warrants Certificates
in any material respect.


 






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(b) In addition to the foregoing, with the
consent of a majority of the Holders of Warrants outstanding, the Company and the Warrant Agent may modify this Agreement for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Warrant Agreement or
modifying in any manner the rights of the Holders of the Warrant Certificates; provided, however, that no modification
of the terms (including but not limited to the adjustments described in Section 11) upon which the Warrants are exercisable or
reducing the percentage required for consent to modification of this Agreement may be made without the consent of the Holder of
each outstanding warrant certificate affected thereby. As a condition precedent to the Warrant Agent’s execution of any amendment,
the Company shall deliver to the Warrant Agent a certificate from a duly authorized officer of the Company that states that the
proposed amendment complies with the terms of this Section 20.


 


Section 21. Successors. All covenants
and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit
of their respective successors and assigns hereunder.


 


Section 22. Benefits of this Agreement.
Nothing in this Agreement shall be construed to give any Person other than the Company, the Holders of Warrant Certificates and
the Warrant Agent any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole
and exclusive benefit of the Company, the Warrant Agent and the Holders of the Warrant Certificates.


 


Section 23. Governing Law. This Agreement
and each Warrant issued hereunder shall be governed by, and construed in accordance with, the laws of the State of New York without
giving effect to the conflicts of law principles thereof.


 


Section 24. Counterparts. This Agreement
may be executed in any number of 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.


 


Section 25. Captions. The captions
of the sections of this Agreement have been inserted for convenience only and shall not control or affect the meaning or construction
of any of the provisions hereof.


 


Section 26. Information. The Company
agrees to promptly provide to the Holders of the Warrants any information it provides to all holders of the Common Stock, except
to the extent any such information is publicly available on the EDGAR system (or any successor thereof) of the Securities and Exchange
Commission.


 


Section 27. Force Majeure. Notwithstanding
anything to the contrary contained herein, Warrant Agent shall 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, it being understood that the Warrant Agent
shall use reasonable best efforts which are consistent with accepted practices in the banking industry to resume performance as
soon as practicable under the circumstances.


 






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IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the day and year first above written.


 


	 	TONIX PHARMACEUTICALS HOLDING CORP.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:  	 
	 	 	 
	 	VSTOCK TRANSFER, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:  	 




 






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Annex A: 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 Warrants (“Warrants”)
in the form of Global Warrants issued by the Company hereby elects to receive a Warrant 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 Warrant 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 Warrant Certificate shall be
issued: __________________


 


5. Number of Warrants in name of Holder in form of Global Warrants
after issuance of Warrant Certificate, if any: ___________


 


6. Warrant 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 Warrant 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 Warrant Certificate.


 


[SIGNATURE OF HOLDER]


 


Name of Investing Entity: ____________________________________________________


 


Signature of Authorized Signatory of Investing Entity:
______________________________


 


Name of Authorized Signatory: ________________________________________________


 


Title of Authorized Signatory: _________________________________________________


 


Date: _______________________________________________________________


 






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Exhibit 1: Form of Warrant


 






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