Exhibit 4.1


 


WARRANT AGENCY AGREEMENT


 


WARRANT AGENCY AGREEMENT,
dated as of October 26, 2016 (“Agreement”), between Tonix Pharmaceuticals Holding Corp., a Nevada corporation
(the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).


 


WITNESSETH


  


WHEREAS, pursuant to a
registered offering by the Company of shares of common stock, par value $0.001 per share (the “Common Stock”)
and warrants to purchase shares of Common Stock (the “Warrants”), pursuant to an effective registration statement
on Form S-3 (File No. 333-197824) (the “Registration Statement”), the Company wishes to issue 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 5,462,500 shares
of Common Stock (which includes Warrants to purchase up to 712,500 shares of Common Stock pursuant to an overallotment option granted
to the underwriters) upon the terms and subject to the conditions hereinafter set forth (the “Offering”);


 


WHEREAS, the shares of
Common 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.


 


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) “Affiliate”
has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


 


(b) “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 Nasdaq Stock Market is authorized or required by law or other governmental action to close.


 


(c) “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.


 


(e) “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.


 


(j) “Warrant Certificate”
means a certificate in substantially the form attached as Exhibit 1 hereto, representing such number of Warrant Shares as
is indicated therein, provided that any reference to the delivery of a Warrant Certificate in this Agreement shall include delivery
of notice from the Depositary or a Participant (each as defined below) of the transfer or exercise of Warrant in the form of a
Global Warrant (as defined below).


 


(k) “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 Certificate.


 


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 with the prior consent of the Warrant Agent, such consent to not be unreasonably withheld, delayed or conditioned. 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, shall be manually executed by an authorized
signatory of the Company, shall be in the form attached hereto as Exhibit 1, and shall be reasonably acceptable in all respects
to such Holder. In connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent to deliver,
the 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 Warrants) of the
Common Stock on the Warrant Certificate Request Notice Date), $10 per Business Day for each Business Day after such Warrant Certificate
Delivery Date until such 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 Sections 3(c) and 9 herein, shall not apply to the Warrants
evidenced by the Warrant Certificate. For purposes of this Section 3(c) only, the term “Holder” shall be deemed to
be the owner of record of the Warrant.


 


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


 


Section 5. Countersignature
and Registration.


 


(a)  The Warrant
Certificates shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Vice President,
either manually or by facsimile signature. The Warrant Certificates 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 any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the
Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant
Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased
to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the
actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate,
although at the date of the execution of this Warrant Agreement any such person was not such an officer.


 




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(b)  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.


 


(a) With respect to the
Global Warrant, subject to the provisions of the Warrant Certificate and the last sentence of this first paragraph of Section 6
and subject to applicable law, rules or regulations, at any time after the closing date of the Offering, and at or prior to the
Close of Business on the Termination Date (as such term is hereinafter defined), 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 in book-entry form or certificate form, 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 a Warrant Certificate or Warrant Certificates, 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 Warrant Certificates. 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.


 


(b) 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, provision of a bond and satisfaction
of any other reasonable requirements established by Section 104-8405 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.


 


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 surrender
of the Warrant Certificate, if required, with the executed Exercise Notice and payment of the Exercise Price, which may be made,
at the option of the Holder, by wire transfer or by certified or official bank check in United States dollars, 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 the payment
of the Exercise Price as described herein. 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.


 




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(b) Upon receipt of an
Exercise Notice for 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 of a Warrant Certificate at or prior to the Close of Business on the Termination Date set forth in such Warrant Certificate,
with the executed Exercise Notice, accompanied by payment of the Exercise Price for the shares to be purchased (other than in the
case of a Cashless Exercise) and 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 (or, in the case of the Holder of
a Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price (other than in the case of
a Cashless Exercise) and any other applicable amounts as set forth herein), the Warrant Agent shall cause the Warrant Shares underlying
such Warrant Certificate or Global Warrant to be delivered to or upon the order of the Holder of such Warrant Certificate or Global
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 Certificate, 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.


 


(e) In case the Holder
of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, a new Warrant Certificate evidencing the number
of Warrants equivalent to the number of Warrants 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 Certificate, 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.


 


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 hereof; 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,
the authorized common stock of the Company consists of 150,000,000 shares of Common Stock, of which 29,681,106 shares of Common
Stock are issued and outstanding, and 5,462,500 shares of Common Stock are reserved for issuance upon exercise of the Warrants.
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.


 




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(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 reserve account, into which shall be reserved such number of shares of Common Stock that are issuable upon the exercise
of the Warrants in full, and from such reserve account shall the Common Stock be issued 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.


 


Section 10. Common Stock
Record Date. Each Person in whose name any certificate for shares of Common Stock is issued (or to whose broker’s account
is credited shares of Common Stock through the DWAC system) upon the exercise of Warrants shall for all purposes be deemed to have
become the holder of record for the Common Stock represented thereby on, and such certificate shall be dated the date upon which
the Warrant Certificate evidencing such Warrant was duly surrendered (but only if required herein) and payment of the Exercise
Price (and any applicable transfer taxes) and submission of the Exercise Notice was made; provided, however, that
if the date of such surrender (if applicable), payment and submission is a date upon which the Common Stock transfer books of the
Company are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall
be dated, the next succeeding day on which the Common Stock transfer books of the Company are open.


 


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 Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant
Certificate, 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 Certificate, 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 Certificate 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 copy thereof to each Holder of a Warrant Certificate.


 


Section 13. Fractional
Shares of Common Stock.


 


(a) The Company shall not
issue fractions of Warrants or distribute Warrant Certificates which 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
to the nearest whole Warrant (rounded down).


 


(b) The Company shall not
issue fractions of shares of Common Stock upon exercise of Warrants or distribute stock certificates which 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 Certificate.


 




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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 Certificates 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.



 


		(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 Warrant Certificates specifically set forth and no implied duties or obligations shall be read into this Agreement
or the Warrant Certificates 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 Warrant Certificates 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 Warrant Certificates. 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 Warrant Certificates
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.


 


(a)  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 Warrant Certificates
shall have been countersigned but not delivered, any such successor Warrant Agent may adopt the countersignature of the predecessor
Warrant Agent and deliver such Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates
shall not have been countersigned, any successor Warrant Agent may countersign such Warrant Certificates either in the name of
the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases such Warrant Certificates shall
have the full force provided in the Warrant Certificates and in this Agreement.


 


(b)   In case
at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned
but not delivered, the Warrant Agent may adopt the countersignature under its prior name and deliver Warrant Certificates so countersigned;
and in case at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such
Warrant Certificates either in its prior name or in its changed name; and in all such cases such Warrant Certificates shall have
the full force provided in the Warrant Certificates 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, by 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, Chief Financial Officer or Vice President 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 Warrant Certificates
(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 Certificate (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 Certificate; 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 Certificate or as to whether any shares of
Common Stock will, when issued, be duly authorized, validly issued, fully paid and nonassessable.


 


(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.


 




    	 	7	 



     


    

 


(g) The Warrant Agent is
hereby authorized to accept instructions with respect to the performance of its duties hereunder from the Chief Executive Officer,
Chief Financial Officer or Vice President 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 record 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, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a
new warrant agent is appointed. 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 Warrant Certificates. Notwithstanding any of the provisions of this Agreement or of the Warrants to the contrary, the
Company may, at its option, issue new Warrant Certificates 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 several Warrant Certificates made in accordance with the provisions of this
Agreement.


 


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 date 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):


 




    	 	8	 



     


    

 


		(a)	If to the Company, to:



 


Tonix Pharmaceuticals Holding
Corp.


509 Madison Avenue, Suite
306


New York, New York 10022


Attention: Investor Relations


Fax: 212-923-5700


Email: investor.relations@tonixpharma.com


 


		(b)	If to the Warrant Agent, to:



 


VStock Transfer, LLC


18 Lafayette Place


Woodmere, NY 11598.


Attention: Yoel Goldfeder


Facsimile: 646-536-3179


Email: info@vstocktransfer.com


 


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, 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 Global Warrant Certificates
in order to add to the covenants and agreements of the Company for the benefit of the Holders of the Global Warrant Certificates
or to surrender any rights or power reserved to or conferred upon the Company in this Agreement, provided that such addition or
surrender shall not adversely affect the interests of the Holders of the Global Warrant Certificates in any material respect.


 


(b) In addition to the
foregoing, with the consent of Holders of Warrants entitled, upon exercise thereof, to receive not less than a majority of the
shares of Common Stock issuable thereunder, 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 Global 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 Certificate 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.


 




    	 	9	 



     


    

 


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 the 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.


 


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:	/s/ Seth Lederman	 
	 	Name: Seth Lederman
	 	Title: President and Chief Executive Officer


 


VSTOCK TRANSFER, LLC


 


	By:	/s/ Yoel Goldfeder	 
	 	Name: Yoel Goldfeder
	 	Title: President 


 




    	 	10	 



     


    

 


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 Purchase 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: _______________________________________________________________


 




    	 	1	 



     


    

 


Exhibit 1: Form of Warrant
Certificate


 


COMMON STOCK PURCHASE WARRANT


 


	Warrant Shares: [•]	Initial Exercise Date: [•], 2016


 


THIS COMMON STOCK PURCHASE
WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on
or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth
year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for
and purchase from TONIX PHARMACEUTICALS HOLDING CORP., a Nevada corporation (the “Company”), up to [•]
shares (as subject to adjustment hereunder, the “Warrant Shares”) of Company common stock, par value $0.001
per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be
equal to the Exercise Price, as defined in Section 2(b).


 


Section 1.             Definitions.
In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings set forth in this Section 1:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“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 banking institutions in the State of New York are authorized or required by law or other governmental action to
close.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading; provided, that in the event that the Common
Stock is not listed or quoted for trading on a Trading Market on the date in question, then Trading Day shall mean any day except
any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions
in the State of New York are authorized or required by law or other governmental action to close.


 




    	 	2	 



     


    

 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New
York Stock Exchange, the OTC Bulletin Board, the OTCQB, the OTCQX, or the OTC Pink Marketplace maintained by the OTC Markets Group,
Inc. (or any successors to any of the foregoing).


 


“Warrant
Agency Agreement” means the warrant agency agreement, entered into between the Company and the Warrant Agent in connection
with the Warrant.


 


“Warrant
Agent” means VStock Transfer, LLC, and any successor warrant agent of the Company.


 


		Section 2.	Exercise.



 


		a)	Exercise of the purchase rights
                                         represented by this Warrant may be made, in whole or in part, at any time or times on
                                         or after the Initial Exercise Date and on or before the Termination Date by delivery
                                         to the Company (or such other office or agency of the Company as it may designate by
                                         notice in writing to the registered Holder at the address of the Holder appearing on
                                         the books of the Company) of a duly executed facsimile copy (or e-mail attachment) of
                                         the Notice of Exercise in the form annexed hereto. No later than 12:00 p.m. Eastern Time
                                         within the earlier of (i) the third Trading Day and (ii) the number of Trading Days comprising
                                         the Standard Settlement Period (as defined in Section 2(d)(i) herein), following the
                                         date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price
                                         for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's
                                         check drawn on a United States bank unless the cashless exercise procedure specified
                                         in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original
                                         Notice of Exercise shall be required, nor shall any medallion guarantee (or other type
                                         of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding
                                         anything herein to the contrary and so long as the Warrant is not in certificated format,
                                         the Holder shall not be required to physically surrender this Warrant to the Company
                                         until the Holder has purchased all of the Warrant Shares available hereunder and the
                                         Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant
                                         to the Company for cancellation within three (3) Trading Days of the date the final Notice
                                         of Exercise is delivered to the Company. Partial exercises of this Warrant resulting
                                         in purchases of a portion of the total number of Warrant Shares available hereunder shall
                                         have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder
                                         in an amount equal to the applicable number of Warrant Shares purchased. The Holder and
                                         the Company shall maintain records showing the number of Warrant Shares purchased and
                                         the date of such purchases. The Company shall deliver any objection to any Notice of
                                         Exercise within one (1) Business Day of receipt of such notice. The Holder and any
                                         assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the
                                         provisions of this paragraph, following the purchase of a portion of the Warrant Shares
                                         hereunder, the number of Warrant Shares available for purchase hereunder at any given
                                         time may be less than the amount stated on the face hereof.



 


		b)	Exercise Price. The exercise price per share of the Common Stock under this Warrant shall
be $0.63 subject to adjustment hereunder (the “Exercise Price”).



 


		c)	Cashless Exercise. If at the time of exercise hereof there is no effective registration
statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder,
then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which
the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A),
where:



 


(A) = the last
VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”,
as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated
over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the
prior Trading Day’s VWAP shall be used in this calculation);


 


(B) = the Exercise
Price of this Warrant, as adjusted hereunder; and


 




    	 	3	 



     


    

 


(X) = the
number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise.


 


If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9)
of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised.  The
Company agrees not to take any position contrary to this Section 2(c).


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding
date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if OTCQB or OTCQX is not a Trading Market,
the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
(c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then
reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all
other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith
by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and
expenses of which shall be paid by the Company.


 


Notwithstanding
anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant
to this Section 2(c).


 


		d)	Mechanics of Exercise.



 


		i.	Delivery of Warrant Shares Upon
                                         Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted
                                         by the Warrant Agent to the Holder by crediting the account of the Holder's or its designee's
                                         balance account with The Depository Trust Company through its Deposit or Withdrawal at
                                         Custodian system ("DWAC") if the Company is then a participant in such system
                                         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) this Warrant is
                                         being exercised via cashless exercise, and otherwise by physical delivery of a certificate,
                                         registered in the Company's share register in the name of the Holder or its designee,
                                         for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise
                                         to the address specified by the Holder in the Notice of Exercise by the date that is
                                         the earlier of (i) the earlier of (A) three (3) Trading Days after the delivery to the
                                         Company of the Notice of Exercise and (B) one (1) Trading Day after delivery of the aggregate
                                         Exercise Price and (ii) the number of Trading Days comprising the Standard Settlement
                                         Period (such date, the "Warrant Share Delivery Date"). Upon delivery of the Notice
                                         of Exercise, the Holder shall be deemed for all corporate purposes to have become the
                                         holder of record of the Warrant Shares with respect to which this Warrant has been exercised,
                                         irrespective of the date of delivery of the Warrant Shares, provided that payment of
                                         the aggregate Exercise Price (other than in the case of a cashless exercise) is received
                                         within the earlier of (i) by 12:00 p.m. Eastern Time on the third Trading Day and (ii)
                                         the number of Trading Days comprising the Standard Settlement Period, following delivery
                                         of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder
                                         the Warrant Shares subject to a Notice of Exercise 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 VWAP of the
                                         Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing
                                         to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to
                                         accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant
                                         Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain
                                         a transfer agent that is a participant in the FAST program so long as this Warrant remains
                                         outstanding and exercisable. As used herein, "Standard Settlement Period" means the standard
                                         settlement period, expressed in a number of Trading Days, on the Company's primary Trading
                                         Market with respect to the Common Stock as in effect on the date of delivery of the Notice
                                         of Exercise.



 


		ii.	Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part,
the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant
Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called
for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.



 


		iii.	Rescission Rights. If the Company fails to cause the Warrant Agent to transmit to the Holder
the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind
such exercise.



 




    	 	4	 



     


    

 


 


		iv.	Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition
to any other rights available to the Holder, if the Company fails to cause the Warrant Agent to transmit to the Holder the Warrant
Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery
Date, 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 which 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, 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 shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.



 


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



 


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



 


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



 




    	 	5	 



     


    

 


 


		e)	Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant,
and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent
that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together
with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s
Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership
Limitation (as defined below).  For purposes of the foregoing sentence, the number of shares of Common Stock beneficially
owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon
exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common
Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the
Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion
of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation
on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates
or Attribution Parties.  Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder,
it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with
Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith.
To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable
(in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion
of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall
be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned
by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each
case subject to the Beneficial Ownership Limitation, and neither the Company nor the Warrant Agent shall have any obligation to
verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above
shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number
of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with
the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by
the Company or the Warrant Agent setting forth the number of shares of Common Stock outstanding.  Upon the written or oral
request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares
of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall be determined after
giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates
or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial
Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company,
may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership
Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to
the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e)
shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day
after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner
otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which
may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements
necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a
successor holder of this Warrant.



 





 




    	 	6	 



     


    

 


 


		Section 3.	Certain Adjustments.



 


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



 


		b)	Reserved.



 


		c)	Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above,
if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities
or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”),
then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which
the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of
this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)
immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such
record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or
sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase
Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate
in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right
to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its
right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).



 


		d)	Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company
shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of
Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other
securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement
or other similar transaction) (a "Distribution"), at any time after the issuance of this Warrant, then, in each
such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated
therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without
regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before
the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders
of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to
the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial
ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall
be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder
exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially or completely exercised
at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until
the Holder has exercised this Warrant.



 




    	 	7	 



     


    

 


 


		e)	Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company,
directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another
Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition
of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer,
tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock
are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders
of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects
any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which
the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly
or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group
of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any
shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other
Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental
Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each
Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction,
at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares
of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional
consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder
of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction
(without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination
of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate
Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion
the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components
of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon
any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental
Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the
obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section
3(e) pursuant to written agreements prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the
Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar
in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor
Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant
(without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise
price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of
the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number
of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately
prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder.
Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that
from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring
to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company
and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect
as if such Successor Entity had been named as the Company herein.



 


		f)	Calculations. All calculations under this Section 3 shall be made to the nearest cent or
the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed
to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares,
if any) issued and outstanding.



 




    	 	8	 



     


    

 


 


		g)	Notice to Holder.



 


		i.	Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision
of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price
after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts
requiring such adjustment.



 


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



 


		Section 4.	Transfer of Warrant.



 


		a)	Transferability. This Warrant and all rights hereunder (including, without limitation, any
registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company
or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed
by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.
Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name
of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment,
and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly
be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant
to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the
Company within three (3) Trading Days of the date the Holder delivers an assignment form to the Company assigning this Warrant
full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares
without having a new Warrant issued.



 




    	 	9	 



     


    

 


		b)	New Warrants. This Warrant may be divided or combined with other Warrants upon presentation
hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new
Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer
which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange
for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges
shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant
Shares issuable pursuant thereto.



 


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



 





		Section 5.	Miscellaneous.






 


		a)	No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any
voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i),
except as expressly set forth in Section 3.



 


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



 


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



 


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



 




    	 	10	 



     


    

 


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


 


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


 


		e)	Jurisdiction. This Warrant shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees
that any action, proceeding or claim against it arising out of, or relating in any way to this Warrant shall be brought and enforced
in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York
located in the Borough of Manhattan in the City of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall
be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum.



 


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



 


		g)	Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right
hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers
or remedies. Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with
any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts
as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including
those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing
any of its rights, powers or remedies hereunder.



 


		h)	Notices. Any notice, request or other document required or permitted to be given or delivered
to the Holder by the Company shall be delivered in accordance with the address set forth in the Warrant Register.



 


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



 


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



 


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



 




    	 	11	 



     


    

 


		l)	Amendment. This Warrant may be modified or amended or the provisions hereof waived with
the written consent of the Company and the Holder.



 


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



 


		n)	Headings. The headings used in this Warrant are for the convenience of reference only and
shall not, for any purpose, be deemed a part of this Warrant.



 


		o)	Conflicts. In the event of a conflict between the terms of this Warrant and the Warrant
Agency Agreement, the terms of the Warrant Agency Agreement shall govern.



 


********************


 


(Signature Page Follows)


 




    	 	12	 



     


    

 


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


 


	 	TONIX PHARMACEUTICALS HOLDING CORP.
	 	 	 
	 	By:	 
	 		Name:
	 		Title:


 




    	 	13	 



     


    

 


NOTICE OF EXERCISE


 


To:     TONIX
PHARMACEUTICALS HOLDING CORP.


 


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


 


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


 


[ ] in lawful money
of the United States; or


 


[ ] if permitted
the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c),
to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in subsection 2(c).


 


(3)Please
issue said 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:


 


	 
	 
	 


 


[SIGNATURE
OF HOLDER]


 


Name of Investing Entity:
________________________________________________________________________


Signature of Authorized
Signatory of Investing Entity: _________________________________________________


Name of Authorized Signatory:
___________________________________________________________________


Title of Authorized Signatory:
____________________________________________________________________


Date: ________________________________________________________________________________________


 




     


     


    

 


EXHIBIT B


 


ASSIGNMENT FORM


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


 


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


 




	Name:	 	 
	 	 	(Please Print)
	 	 	 
	Address:	 	 
	 	 	(Please Print)
	 	 	 
	Phone Number:	 	 	 
	 	 	 
	Email Address:	 	 	 
	 	 	 
	Dated: _______________ __, ______	 	 
	 	 	 
	Holder’s Signature:______________________  	 	 
	 	 	 
	Holder’s Address: _______________________ 	 	 




 




    	 	2