Exhibit
10.4


 


Warrant
– No.: [●]


 


THIS
WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND
MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR
AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.


 


MATEON
THERAPEUTICS, INC. 


 


COMMON
STOCK PURCHASE WARRANT


 


JULY
23, 2020


 


THIS
COMMON STOCK PURCHASE WARRANT (this “Warrant”) of Mateon Therapeutics, Inc., a corporation duly organized and
validly existing under the laws of Delaware (the “Company”), is issued to the Holder (as defined below) as
part of a unit purchased by the Holder from the Company pursuant to which the Holder is also purchasing from the Company notes
convertible into shares of its Common Stock, $0.01 par value per share (the “Common Stock”), shares of the
common stock of EdgePoint AI, Inc. (“EdgePoint”), a subsidiary of the Company wholly-owned by it, warrants,
including this Warrant, to purchase shares of Common Stock and warrants to purchase EdgePoint’s common stock, (the “Offering”).


 


FOR
VALUE RECEIVED, the Company hereby certifies that the registered holder hereof, [●], with an address at [●], and the
Holder’s successors and assigns (the “Holder”), is entitled to purchase from the Company [●] duly
authorized, validly issued, fully paid and nonassessable shares of Common Stock, at a purchase price equal to $0.20 per share,
as may be adjusted pursuant to the anti-dilution provisions set forth herein (the “Warrant Price”). The Holder
is registered on the records of the Company regarding registration and transfer of the Warrant (the “Warrant Register”)
and is the owner and Holder thereof for all purposes, except as described in Section 13 hereof.


 


1.
Warrant Exercise. This Warrant shall be immediately exercisable on the date hereof.


 


2.
Expiration or Partial Expiration of Warrant. This Warrant shall expire on the earlier of the date that is three years after
the initial closing date of the Offering or as set forth in the balance of this Section (the “Expiration Date”).
Each time warrants to purchase EdgePoint common stock included in the Offering are exercised a comparable number of Company Warrants,
or parts thereof, will terminate. Accordingly, this Warrant will terminate or partially terminate so that the number of Warrant
Shares issuable upon exercise of this Warrant may be reduced in conformance with that requirement as determined by the Company.
The Company will notify the Holder in the event that this Warrant terminates or is partially terminated based thereon.


 




    	Appendix B-1



    	 



    

 


Common
Stock Purchase Warrant


Issued by Mateon Therapeutics, Inc.


 


3.
Exercise of Warrant. This Warrant shall be exercisable pursuant to the terms of Section 1 and this Section 3
hereof.


 


3.1
Manner of Exercise. This Warrant may only be exercised by the Holder hereof, in accordance with the terms and conditions
hereof, in whole or in part with respect to any portion of this Warrant, into shares of Common Stock (the “Warrant Shares”),
during normal business hours on any day other than a Saturday or a Sunday or a day on which commercial banking institutions in
New York, New York are authorized by law to be closed (a “Business Day”) on or prior to the Expiration Date
with respect to such portion of this Warrant, by surrender of this Warrant to the Company at its office maintained pursuant to
Section 12.2(a) hereof, accompanied by an exercise notice (the “Exercise Notice”) in substantially the
form attached to this Warrant as Exhibit A (or a reasonable facsimile thereof) duly executed by the Holder, together with
the payment of the Warrant Price.


 


Anything
to the contrary notwithstanding, in no event shall the Holder be entitled to exercise any portion of this Warrant in excess of
that portion of this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock beneficially owned by
the Holder and the Holder’s affiliates (other than shares of Common Stock which may be deemed beneficially owned through
the ownership of the unexercised portion of the Warrant or the unexercised or unconverted portion of any other of the Company’s
securities subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number
of shares of Common Stock issuable upon the exercise of the portion of this Warrant with respect to which the determination of
this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 9.99% of the outstanding
shares of Common Stock (the “Ownership Limitation”). Beneficial ownership shall be determined in accordance
with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), and Regulations 13D - G thereunder;
provided, further, that the limitations on exercised may be waived by the Holder upon, at the election of the Holder,
not less than 61 days’ prior notice to the Company, and the provisions of the exercise limitation shall continue to apply
until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver).


 


3.2
When Exercise Effective. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close
of business on the Business Day on which this Warrant shall have been surrendered to the Company as provided in Section 3.1
hereof, and, at such time, the corporation, association, partnership, organization, business, individual, government or political
subdivision thereof or a governmental agency (a “Person” or the “Persons”) in whose name
or names any certificate or certificates for shares of Common Stock shall be issuable upon exercise as provided in Section
3.3 hereof shall be deemed to have become the holder or holders of record thereof.


 




    	Appendix B-2



    	 



    

 


Common
Stock Purchase Warrant


Issued by Mateon Therapeutics, Inc.


 


3.3 Delivery
of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the Company’s
transfer agent (the “Transfer Agent”) to the Holder by crediting the account of the Holder’s prime
broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system
if the Company is then a participant in such system and there is an effective Registration Statement permitting the issuance
of the Warrant Shares to or resale of the Warrant Shares by the Holder, and otherwise by physical delivery to the address
specified by the Holder in the Exercise Notice by the date that is three Business Days after the latest of (A) the delivery
to the Company of the Exercise Notice, (B) surrender of this Warrant and (C) payment of the aggregate Exercise Price as set
forth above (such date, the “Warrant Share Delivery Date”). If the Company fails for any reason to deliver
to the Holder certificates evidencing the Warrant Shares via the DWAC system or a certificate, or certificates, subject to an
Exercise Notice by the Warrant Share 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 subject to such exercise (based on the closing price of the Common Stock
on the date of the applicable Exercise Notice), $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 Share Delivery Date
until such certificates are delivered or the Holder rescinds such exercise.


 


3.4
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit the Warrant Shares to the Holder via the
DWAC system or a certificate or certificates representing the Warrant Shares pursuant to Section 3.3 by the Warrant Share
Delivery Date, then the Holder will have the right to rescind such exercise.


 


3.5
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available
to the Holder, if the Company fails to cause the Transfer Agent to transmit the Warrant Shares to the Holder via the DWAC system
or a certificate or certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery
Date as provided in Section 3.3 above, and if after such date the Holder is required by its broker to purchase (in an open
market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in
satisfaction of a sale by the Holder of the Warrant Shares that the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price
(including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying
(1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue
times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the
Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored
(in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would
have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder
purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares
of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately
preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice
indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, reasonable evidence of
the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder,
at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the
Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required
pursuant to the terms hereof.


 




    	Appendix B-3



    	 



    

 


Common
Stock Purchase Warrant


Issued by Mateon Therapeutics, Inc.


 


3.6
Partial Exercise. In case exercise is in part only, a new Warrant of like tenor, dated the date hereof and calling in the
aggregate on the face thereof for the number of Warrant Shares equal to the number of Warrant Shares called for on the face of
this Warrant minus the number of Warrant Shares designated by the Holder upon exercise as provided in Section 3.1 hereof
(without giving effect to any adjustment thereof).


 


3.7
Company to Reaffirm Obligations. The Company will, at the time of each exercise of this Warrant and upon the written request
of the Holder hereof, acknowledge in writing its continuing obligation to afford to the Holder all rights (including without limitation
any rights to registration of the Warrant Shares issued upon exercise) to which the Holder shall continue to be entitled after
exercise in accordance with the terms of this Warrant; provided, however, that if the Holder shall fail to make
a request, the failure shall not affect the continuing obligation of the Company to afford the rights to such Holder.


 


4.
Warrant Adjustments.


 


The
Warrant Price and the number of shares purchasable upon exercise of this Warrant shall be subject to adjustment with respect to
events after the date hereof as follows:


 


(a)
Adjustment for Change in Capital Stock. Except as provided in Subsection 4(b) below, if the Company shall (i) declare
a dividend on its outstanding Common Stock in shares of its capital stock, (ii) subdivide its outstanding Common Stock, or (iii)
issue any shares of its capital stock by reclassification of its Common Stock (including any such reclassification in connection
with a consolidation or merger in which the Company is the continuing corporation), then in each such case the Warrant Price in
effect immediately prior to such action shall be adjusted so that if this Warrant is thereafter exercised, the Holder may receive
the number and kind of shares which it would have owned immediately following such action if it had exercised this Warrant immediately
prior to such action. Such adjustment shall be made successively whenever such an event shall occur. The adjustment shall become
effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date
in the case of a subdivision or reclassification. If after an adjustment the Holder upon exercise of this Warrant may receive
shares of two or more classes of capital stock of the Company, the Company’s Board of Directors, in good faith, shall determine
the allocation of the adjusted Warrant Price between the classes of capital stock. After such allocation, the Warrant Price of
each class of capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to Common Stock
in this Section 4.


 


(b)
Number of Shares. Upon each adjustment of the Warrant Price as a result of the calculations made in Subsection 4(a)
above, this Warrant shall thereafter evidence the right to purchase, at the adjusted Warrant Price, that number of shares
(calculated to the nearest one- hundredth) obtained by dividing (i) the product obtained by multiplying the number of shares issuable
upon exercise of this Warrant prior to adjustment of the number of shares by Warrant Price in effect prior to adjustment of the
Warrant Price by (ii) the Warrant Price in effect after such adjustment of the Warrant Price.


 




    	Appendix B-4



    	 



    

 


Common
Stock Purchase Warrant


Issued by Mateon Therapeutics, Inc.


 


(c)
Transactions Not Requiring Adjustments. No adjustment need be made for a transaction referred to in Subsection 4(a)
if the Holder is permitted to participate in the transaction on a basis no less favorable than any other party and at a level,
which would preserve the Holder’s percentage equity participation in the Common Stock upon exercise of this Warrant.


 


(d)
Action to Permit Valid Issuance of Common Stock. Before taking any action which would cause an adjustment reducing the
Warrant Price below the then par value, if any, of the shares of Common Stock issuable upon exercise of this Warrant, the Company
will take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and
legally issue shares of such Common Stock at such adjusted Warrant Price.


 


(e)
Minimum Adjustment. No adjustment in the Warrant Price shall be required if such adjustment is less than $0.05; provided,
however, that any adjustments, which by reason of this Subsection 4 (e) are not required to be made, shall be carried forward
and taken into account in any subsequent adjustment. All calculations under this Section 4 shall be made to the nearest
cent or to the nearest one-hundredth of a share, as the case may be. Anything to the contrary notwithstanding, the Company shall
be entitled to make such reductions in the Warrant Price, in addition to those required by this Subsection 4(e), as it
in its discretion shall determine to be advisable in order that any stock dividends, subdivision of shares, distribution of rights
to purchase stock or securities, or distribution of securities convertible into or exchangeable for stock hereafter made by the
Company to its stockholders shall not be taxable.


 


(f)
Referral of Adjustment. In any case in which this Section 4 shall require that an adjustment in the Warrant Price
be made effective as of a record date for a specified event (the “Exercise Event”), if this Warrant shall have been
exercised after such record date, the Company may elect to defer until the occurrence of the Exercise Event issuing to the Holder
the shares, if any, issuable upon the Exercise Event over and above the shares, if any, issuable upon such exercise on the basis
of the Warrant Price in effect prior to such adjustment; provided, however, that the Company shall deliver to the
Holder a due bill or other appropriate instrument evidencing the Holder’ right to receive such additional shares upon the
occurrence of the Exercise Event.


 


(g)
Number of Shares. Upon each adjustment of the Warrant Price as a result of the calculations made in Subsection 4(a),
this Warrant shall thereafter evidence the right to purchase, at the adjusted Warrant Price, that number of shares (calculated
to the nearest thousandth) obtained by dividing (i) the product obtained by multiplying the number of shares purchasable upon
exercise of this Warrant prior to adjustment of the number of shares by the Warrant Price in effect prior to adjustment of the
Warrant Price by (ii) the Warrant Price in effect after such adjustment of the Warrant Price.


 


(h)
Notice of Adjustments. Whenever the Warrant Price is adjusted, the Company shall promptly mail to the Holder a notice of
the adjustment together with a certificate from the Company’s Chief Financial Officer or Treasurer briefly stating (i) the
facts requiring the adjustment, (ii) the adjusted Warrant Price and the manner of computing it, and (iii) the date on which such
adjustment becomes effective. The certificate shall be prima facia evidence that the adjustment is correct, absent manifest error.


 




    	Appendix B-5



    	 



    

 


Common
Stock Purchase Warrant


Issued by Mateon Therapeutics, Inc.


 


(i)
Reorganization of Company. If the Company is a party to a merger, consolidation or a transaction in which (i) the Company
transfers or leases substantially all of its assets; (ii) the Company reclassifies or changes its outstanding Common Stock; or
(iii) the Common Stock is exchanged for securities, cash or other assets, the Person who is the transferee or lessee of such assets
or is obligated to deliver such securities, cash or other assets shall assume the terms of this Warrant. If the issuer of securities
deliverable upon exercise of this Warrant is an affiliate of the surviving, transferee or lessee corporation, that issuer shall
join in such assumption. The assumption agreement shall provide that the Holder may exercise this Warrant into the kind and amount
of securities, cash or other assets which it would have owned immediately after the consolidation, merger, transfer, lease or
exchange if it had exercised this Warrant immediately before the effective date of the transaction. The assumption agreement shall
provide for adjustments that shall be as nearly equivalent as may be practical to the adjustments provided for in this Section
4. The successor company shall mail to the Holder a notice briefly describing the assumption agreement. If this Subsection
4(i) applies, Subsection 4(a) above does not apply. Notwithstanding the forgoing, in the event of a reorganization
of the Company, the Company shall have the right to purchase this Warrant equal to the difference between the exercise price,
as adjusted, if any, and the equivalent value of share of Common Stock determined in the Reorganization by the Company’s
Board of Directors.


 


(j)
Dissolution, Liquidation. In the event of the dissolution or total liquidation of the Company, then after the effective
date thereof, this Warrant and all rights thereunder shall expire.


 


(k)
Notices. If (i) the Company takes any action that would require an adjustment in the Warrant Price pursuant to this Section
4; or (ii) there is a liquidation or dissolution of the Company, the Company shall mail to the Holder a notice stating the
proposed record date for a distribution or effective date of a reclassification, consolidation, merger, transfer, lease, liquidation
or dissolution. The Company shall mail the notice at least 15 days before such date. Failure to mail the notice or any defect
in it shall not affect the validity of the transaction.


 


5.
Fractional Shares. If the number of Warrant Shares purchasable upon the exercise of this Warrant is adjusted pursuant to
Section 4 hereof, the Company shall nevertheless not be required to issue fractions of shares upon exercise of this Warrant
or otherwise, or to distribute certificates that evidence fractional shares. Instead the Company will issue cash in the amount
equal to the fractional share times the Current Market Price calculated to the nearest penny.


 


6.
Right to Registration. The Holder has the right to require the Company to register the Warrant Shares under the Securities
Act of 1933 (the “Act”) in accordance with the terms of an agreement (the “Registration Rights Agreement”)
dated as of the date hereof between the Company and the Holders. The date on which the first Registration Statement filed pursuant
to the Registration Rights Agreement is declared effective by the Commission is herein referred to as the “Effective Date.”


 


7.
No Dilution or Impairment.


 




    	Appendix B-6



    	 



    

 


Common
Stock Purchase Warrant


Issued by Mateon Therapeutics, Inc.


 


7.1
Actions to Permit Issuance of Warrant Shares. The Company will not, by amendment of its certificate of incorporation or
through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will at all times in good
faith assist in the carrying out of all of the terms and in the taking of all actions necessary or appropriate in order to protect
the rights of the Holder. Without limiting the generality of the foregoing, the Company (a) will not permit the par value of any
shares of Common Stock receivable upon the exercise of the Warrants to exceed the amount payable therefor upon exercise, (b) will
take all actions necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable
shares of Common Stock on the exercise of the Warrants, and (c) will not take any action which results in any adjustment of the
Warrant Price if the total number of shares of Common Stock issuable after the action upon the exercise of the Warrant would exceed
the total number of shares of Common Stock then authorized by the Company’s certificate of incorporation and available for the
purpose of issuance upon exercise.


 


7.2
Acknowledgement of Company’s Obligations. The Company acknowledges that its obligation to issue shares of Common
Stock issuable upon exercise of the Warrants is binding upon it and enforceable regardless of the dilution that such issuance
may have on the ownership interests of other stockholders.


 


8.
Chief Financial Officer’s Report as to Adjustments. In the case of any adjustment or re-adjustment in the shares
of Common Stock issuable upon the exercise of the Warrants, the Company at its expense will promptly compute the adjustment or
re-adjustment in accordance with the terms of the Warrants and cause its Chief Financial Officer or Treasurer to certify the computation
(other than any computation of the fair value of property as determined in good faith by the Board of Directors of the Company)
and prepare a report setting forth the adjustment or re-adjustment and showing in reasonable detail the method of calculation
thereof and the facts upon which the adjustment or re-adjustment is based, including a statement of (a) the number of shares of
Common Stock outstanding or deemed to be outstanding and (b) the Warrant Price in effect immediately prior to the deemed issuance
or sale and as adjusted and re-adjusted (if required by Section 4 hereof) on account thereof. The Company will forthwith
mail a copy of each report to the Holder and will, upon the written request at any time of the Holder, furnish to the Holder a
like report setting forth the Warrant Price at the time in effect and showing in reasonable detail how it was calculated. The
Company will also keep copies of all reports at its office maintained pursuant to Section 12.2(a) hereof and will cause
them to be available for inspection at the office during normal business hours upon reasonable notice by the Holder or any prospective
purchaser of the Warrants designated by the Holder.


 


9.
Reservation of Shares. The Company shall at all times reserve and keep available out of its authorized but unissued shares
of Common Stock, free from all taxes, liens and charges with respect to the issue thereof and not be subject to preemptive rights
or other similar rights of stockholders of the Company, solely for the purpose of effecting the exercise of the Warrants, such
number of its shares of Common Stock as shall from time to time be sufficient to effect the exercise thereof, and if at any time
the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the exercise of the Warrants, in
addition to such other remedies as shall be available to the Holder, the Company will take such corporate action as may, in the
opinion of its counsel, be necessary to increase the number of authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purposes, including without limitation, using its best efforts to obtain the requisite
stockholder approval necessary to increase the number of authorized shares of the Company’s Common Stock. All shares of
Common Stock issuable upon exercise of the Warrants shall be duly authorized and, when issued upon exercise, shall be validly
issued and, in the case of shares, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens and
charges with respect to the issue thereof, and that upon issuance such shares shall be listed on each securities exchange, if
any, on which the other shares of outstanding Common Stock of the Company are then listed.


 




    	Appendix B-7



    	 



    

 


Common
Stock Purchase Warrant


Issued by Mateon Therapeutics, Inc.


 


10.
Listing. The Company shall at all times comply in all respects with the Company’s reporting, filing and other obligations
under the by-laws or rules of each national securities exchange or inter-dealer quotation system, if any, upon which shares of
Common Stock are then listed and shall list the shares issuable upon the exercise of the Warrants on such national securities
exchange or inter-dealer quotation system, if any, it being understood that the Company’s Common Stock is currently traded
on the OTCQX and the Company has no current plans to list its securities on any other exchange.


 


11.
Investment Representations: Restrictions on Transfer.


 


11.1
Investment Representations. The Holder acknowledge that the Warrants and the Warrant Shares have not been and, except as
otherwise provided herein, will not be registered under the Act or qualified under applicable state securities laws and that the
transferability thereof is restricted by the registration provisions of the Act as well as such state laws. The Holder represents
that it is acquiring this Warrant and will acquire the Warrant Shares for its own account, for investment purposes only and not
with a view to resale or other distribution thereof, nor with the intention of selling, transferring or otherwise disposing of
all or any part of such securities for any particular event or circumstance, except selling, transferring or disposing of them
upon full compliance with all applicable provisions of the Act, the Exchange Act, the Rules and Regulations promulgated by the
Commission thereunder, and any applicable state securities laws. The Holder further understands and agrees that (i) neither the
Warrants nor the Warrant Shares may be sold or otherwise transferred unless they are subsequently registered under the Act and
qualified under any applicable state securities laws or, in the opinion of counsel reasonably satisfactory to the Company, an
exemption from such registration and qualification is available; (ii) any routine sales of the Company’s securities made in reliance
upon Rule 144 promulgated by the Commission under the Act, can be effected only pursuant to the terms and conditions of that Rule,
including applicable holding periods and timely filing requirements with the Commission for the Company; and (iii) except as otherwise
set forth herein, the Company is under no obligation to register the Warrants or the Warrant Shares on its behalf or to assist
it in complying with any exemption from registration under the Act. The Holder agrees that each certificate representing any Warrant
Shares for which the Warrants may be exercised will bear on its face a legend in substantially the following form:


 


These
securities have not been registered under the Securities Act of 1933 or qualified under any state securities laws. They may not
be sold, hypothecated or otherwise transferred in the absence of an effective registration statement under that Act or qualification
under applicable state securities laws without an opinion counsel reasonably acceptable to the Company that such registration
and qualification are not required.


 




    	Appendix B-8



    	 



    

 


Common
Stock Purchase Warrant


Issued by Mateon Therapeutics, Inc.


 


11.2
Notice of Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities that are not registered under
an effective registration statement under the Act (“Restricted Securities”), the Holder will give written notice
to the Company of the Holder’s intention to affect a transfer and to comply in all other respects with this Section 11.2.
Each notice (a) shall describe the manner and circumstances of the proposed transfer, and (b) shall designate counsel for the
Holder giving the notice (who may be in-house counsel for the Holder). The Holder giving notice will submit a copy thereof to
the counsel designated in the notice. The following provisions shall then apply:


 


(i)
If in the opinion of counsel for the Holder reasonably satisfactory to the Company the proposed transfer (i.e. private
sale of Restricted Securities) may be effected without registration of Restricted Securities under the Act (which opinion shall
state the bases for the legal conclusions reached therein), the Holder shall thereupon be entitled to transfer the Restricted
Securities in accordance with the terms of the notice delivered by the Holder to the Company. Each certificate representing the
Restricted Securities issued upon or in connection with any transfer shall bear the restrictive legends required by Section
11.1 hereof.


 


(ii)
If the opinion called for in (i) above is not delivered, the Holder shall not be entitled to transfer the Restricted Securities
until either (x) receipt by the Company of a further notice from such Holder pursuant to the foregoing provisions of this Section
11.2 and fulfillment of the provisions of clause (i) above, or (y) such Restricted Securities have been effectively registered
under the Act.


 


11.3 Termination
of Restrictions. The restrictions imposed by this Section 11 upon the transferability of Restricted Securities
shall cease and terminate as to any particular Restricted Securities: (a) which Restricted Securities shall have been
effectively registered under the Act, or (b) when, in the opinions of both counsel for the holder thereof and counsel for the
Company, which opinion shall not be unreasonably withheld, such restrictions are no longer required in order to insure
compliance with the Act or Section 11 hereof. Whenever such restrictions shall cease and terminate as to any
Restricted Securities, the holder thereof shall be entitled to receive from the Company, without expense (other than
applicable transfer taxes, if any), new securities of like tenor not bearing the applicable legends required by Section
11.1 hereof.


 


12.
Ownership, Transfer and Substitution of Warrant.


 


12.1
Ownership of Warrant. The Company may treat the Holder, in whose name this Warrant is registered to in the Warrant Register
maintained pursuant to Subsection 12.2(b) hereof, as the owner and holder thereof for all purposes, notwithstanding any
notice to the contrary, except that, if and when any Warrant is properly assigned by a notice in substantially the form attached
to this Warrant as Exhibit B (or a reasonable facsimile thereof) duly executed by the holder thereof in blank, the Company
shall treat the bearer thereof as the owner of such Warrant for all purposes, notwithstanding any notice to the contrary. Subject
to Section 11 hereof, this Warrant, if properly assigned, may be exercised by a new holder without a new Warrant first
having been issued.


 




    	Appendix B-9



    	 



    

 


Common
Stock Purchase Warrant


Issued by Mateon Therapeutics, Inc.


 


12.2
Office; Transfer and Exchange of Warrant.


 


(a)
The Company will maintain an office (which may be an agency maintained at a bank) at 29397 Agoura Road, Suite 107, Agoura Hills,
California 91301 (until the Company notifies the Holder of any change of location of the office) where notices, presentations
and demands in respect of the may be made upon it.


 


(b)
The Company shall cause to be kept at its office maintained pursuant to Subsection 12.2(a) hereof a Warrant Register for
the registration and transfer of the Warrants. The names and addresses of holders of the Warrants, the transfers thereof and the
names and addresses of transferees of the Warrants shall be registered in such Warrant Register. The Person in whose name any
Warrant shall be so registered shall be deemed and treated as the owner and holder thereof for all purposes of such Warrant, and
the Company shall not be affected by any notice or knowledge to the contrary.


 


(c)
Upon the surrender of a Warrant, properly endorsed, for registration of transfer or for exchange at the office of the Company
maintained pursuant to Subsection 12.2(a) hereof, the Company at its expense will (subject to compliance with Section
11 hereof, if applicable) execute and deliver to or upon the order of the Holder thereof a new Warrant of like tenor, in the
name of such holder or as such holder (upon payment by such holder of any applicable transfer taxes) may direct, calling in the
aggregate on the face thereof for the number of shares of Common Stock called for on the face of the Warrant so surrendered.


 


12.3
Replacement of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of a Warrant and, in the case of any such loss, theft or destruction of a Warrant, upon delivery of indemnity reasonably
satisfactory to the Company in form and amount or, in the case of any mutilation, upon surrender of a Warrant for cancellation
at the office of the Company maintained pursuant to Subsection 12.2(a) hereof, the Company at its expense will execute
and deliver, in lieu thereof, a new Warrant of like tenor and dated the date hereof.


 


13.
No Rights or Liabilities as Stockholder. Except as may otherwise be provided herein, no Holder shall be entitled to vote
or receive dividends or be deemed the holder of any shares of Common Stock or any other securities of the Company which may at
any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the
Holder, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon
any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon
any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or
otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until such Holder’s
Warrant shall have been exercised and the shares of Common Stock purchasable upon the exercise hereof shall have become deliverable,
as provided herein. The Holder will not be entitled to share in the assets of the Company in the event of liquidation, dissolution
or the winding up of the Company.


 




    	Appendix B-10



    	 



    

 


Common
Stock Purchase Warrant


Issued by Mateon Therapeutics, Inc.


 


14.
Notices. Any notice or other communication in connection with this Warrant shall be deemed to be given if in writing addressed
as hereinafter provided and actually delivered at such address: (a) if to any Holder, at the registered address of such holder
as set forth in the Warrant Register kept at the office of the Company maintained pursuant to Subsection 12.2(a) hereof,
or (b) if to the Company, to the attention of its Chief Financial Officer at its office maintained pursuant to Subsection 12.2(a)
hereof; provided, however, that the exercise of any Warrant shall be effective in the manner provided in Section
3 hereof.


 


15.
Payment of Taxes. The Company will pay all documentary stamp taxes attributable to the issuance of shares of Common Stock
underlying this Warrant upon exercise of this Warrant; provided, however, that the Company shall not be required
to pay any tax which may be payable in respect of any transfer involved in the registration of any certificate for shares of Common
Stock underlying this Warrant in a name other that of the Holder. The Holder is responsible for all other tax liability that may
arise as a result of holding or transferring this Warrant or receiving shares of Common Stock underlying this Warrant upon exercise
hereof.


 


16.
Warrant Agent. The Company shall serve as warrant agent for the Warrants. Upon 30 days’ notice to the Holder, the
Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any
corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation
to which the Company or any new warrant agent transfers substantially all of its corporate trust or stockholders services business
shall be successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause
notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s
last address as shown on the Warrant Register.


 


17.
Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument
in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. This Warrant
shall be construed and enforced in accordance with and governed by the laws of the State of California applicable to contracts
made and to be performed entirely within such State. Any action, suit or proceeding in connection with this Warrant maybe brought
in a federal or state court of record located in Orange County in the State of California, and the Holder and the Company each
agrees to submit to the personal jurisdiction of such court and waives any objection which either may have, based on improper
venue or forum non conveniens, to the conduct of any proceeding in any such court and waives personal service of any and
all process upon it, and consents that all such service of process be made by mail or messenger directed to it at the address
referred to in Section 15 above and that service so made shall be deemed to be completed upon the earlier of actual receipt
or five days after the same shall have been posted to its address. The section headings in this Warrant are for purposes of convenience
only and shall not constitute a part hereof. The use herein of the masculine pronouns or similar terms shall be deemed to include
the feminine and neuter genders as well and vice versa and the use of the singular pronouns shall be deemed to include the plural
as well and vice versa.


 


(signature
page to follow)


 




    	Appendix B-11



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Common Stock Purchase Warrant to be duly executed as of the date first above written.


 


	MATEON THERAPEUTICS, INC.	 
	 	 	 
	By:	          	 
	Name:	 	 
	Title:
    	President
    and Chief Executive Officer	 


 


Agreed
and Accepted:


 


 


Name: ______________


 




    	Appendix B-12



    	 



    

 


EXHIBIT
A


 


EXERCISE
NOTICE


 


To
Be Executed by the Holder In Order to Exercise Warrants


 


TO:
Mateon Therapeutics, Inc.


 


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


 


(2)
Payment shall take the form of (check applicable box):


 


[  ]
in lawful money of the United States; or


 


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


 


 


 


The
Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:


 


 


 


 


 


	Dated: _________________	 
	 	 
	 	 
	 	 
	 	 
	 	Address
	 	 
	 	 
	 	Taxpayer
    Identification Number
	 	 
	 	 
	 	Signature


 




    	Appendix B-13



    	 



    

 


EXHIBIT
B


 


[FORM
OF ASSIGNMENT]


 


To
be executed by the registered holder if such holder desires to transfer the Warrant Certificate.


 


FOR
VALUE RECEIVED ________________________________ hereby sells, assigns and transfers unto


 


 


(Please
print name and address of transferee)


 


this
Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint
____________ Attorney, to transfer the within Warrant Certificate on the books of the within-named Company, with full power
of substitution.


 


Dated: ______________


 


	 	Signature ________________________________________
	 	(Signature
    must conform in all respects to name of holder as specified on the face of the Warrant Certificate.)
	

         
	 
	 	 
	 	(Insert
    Social Security or Other Identifying Number of Holder)
	 	 
	 	 
	 
	Signature
    Guaranteed


 




    	Appendix B-14



    	 



    

 


Appendix
C