Exhibit 4.6


 


WARRANT AGENT AGREEMENT


 


WARRANT AGENT AGREEMENT (this “Warrant
Agreement”) dated as of _________, 2016 (the “Issuance Date”) between Aytu Bioscience, Inc., a company
incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC (the “Warrant
Agent”).


 


WHEREAS, pursuant to the terms of that
certain Underwriting Agreement (“Underwriting Agreement”), dated _________, 2016, by and among the Company and
Joseph Gunnar & Co., LLC, as representative of the underwriters set forth therein, the Company is engaged in a public offering
(the “Offering”) of up to _________ shares (the “Shares”) of common stock, par value $0.0001
per share (the “Common Stock”) of the Company and up to _________ Warrants (the “Warrants”)
to purchase shares of Common Stock (the “Warrant Shares”), including Shares and Warrants issuable pursuant to
the underwriters over-allotment option;


  


WHEREAS, the Company has filed with the
Securities and Exchange Commission (the “Commission”) a Registration Statement, No. 333-213738, on Form S-1
(as the same may be amended from time to time, the “Registration Statement”), for the registration under the
Securities Act of 1933, as amended (the “Securities Act”), of the Shares, Warrants and Warrant Shares, and such
Registration Statement was declared effective on _______, 2016;


 


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


 


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


 


WHEREAS, all acts and things have been
done and performed which are necessary to make the Warrants the valid, binding and legal obligations of the Company, and to authorize
the execution and delivery of this Warrant Agreement.


 


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


 


1. Appointment of Warrant Agent.
The Company hereby appoints the Warrant Agent to act as agent for the Company with respect to the Warrants, and the Warrant Agent
hereby accepts such appointment and agrees to perform the same in accordance with the express terms and conditions set forth in
this Warrant Agreement (and no implied terms or conditions).


 


2. Warrants.


 


2.1 Form of Warrants. The Warrants
shall be registered securities and shall be evidenced by a global certificate (“Global Certificate”) in the
form of Annex A to this Warrant Agreement, which shall be deposited on behalf of the Company with a custodian
for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., a nominee of DTC. If
DTC subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant
Agent regarding making 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 Company may instruct the Warrant Agent to provide
written instructions to DTC to deliver to the Warrant Agent for cancellation the Global Certificate, and the Company shall instruct
the Warrant Agent to deliver to DTC separate certificates evidencing Warrants (“Definitive Certificates” and,
together with the Global Certificate, “Warrant Certificates”) registered as requested through the DTC system.


 




     


     


    

 


2.2. Issuance and Registration
of Warrants.


 


2.2.1. Warrant Register. The
Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance and the registration
of transfer of the Warrants.


 


2.2.2. Issuance of Warrants.
Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificate and deliver the Warrants in the
DTC book-entry settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership
of security entitlements in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records
maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”).


 


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


 


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


 


2.2.5. Registration of Transfer.
At any time at or prior to the Expiration Date (as defined below), a transfer of any Warrants may be registered and any Warrant
Certificate or Warrant Certificates may be split up, combined or exchanged for another Warrant Certificate or Warrant Certificates
evidencing the same number of Warrants as the Warrant Certificate or Warrant Certificates surrendered. Any Holder desiring to register
the transfer of Warrants or to split up, combine or exchange any Warrant Certificate shall make such request in writing delivered
to the Warrant Agent, and shall surrender to the Warrant Agent the Warrant Certificate or Warrant Certificates evidencing the Warrants
the transfer of which is to be registered or that is or are to be split up, combined or exchanged and, in the case of registration
of transfer, shall provide a signature guarantee. Thereupon, the Warrant Agent shall countersign and deliver to the person entitled
thereto a Warrant Certificate or Warrant Certificates, as the case may be, as so requested. The Company and the Warrant Agent may
require payment, by the Holder requesting a registration of transfer of Warrants or a split-up, combination or exchange of a Warrant
Certificate (but, for purposes of clarity, not upon the exercise of the Warrants and issuance of Warrant Shares to the Holder),
of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with such registration of transfer,
split-up, combination or exchange, together with reimbursement to the Company and the Warrant Agent of all reasonable expenses
incidental thereto.


 




     


     


    

 


2.2.6. Loss, Theft and Mutilation
of Warrant Certificates. Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory to them of the
loss, theft, destruction or mutilation of a Warrant Certificate, and, in case of loss, theft or destruction, of indemnity or security
in customary form and amount, 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 Warrant Agent shall, on behalf
of the Company, countersign and deliver a new Warrant Certificate of like tenor to the Holder in lieu of the Warrant Certificate
so lost, stolen, destroyed or mutilated. The Warrant Agent may charge the Holder an administrative fee for processing the replacement
of lost Warrant Certificates, which shall be charged only once in instances where a single surety bond obtained covers multiple
certificates. The Warrant Agent may receive compensation from the surety companies or surety agents for administrative services
provided to them.


  


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


 


3. Terms and Exercise of Warrants.


 


3.1. Exercise Price. Each Warrant
shall entitle the Holder, subject to the provisions of the applicable Warrant Certificate and of this Warrant Agreement, to purchase
from the Company the number of shares of Common Stock stated therein, at the price of $____ per whole share, subject to the subsequent
adjustments provided in Section 4 hereof. The term “Exercise Price” as used in this Warrant Agreement refers
to the price per share at which shares of Common Stock may be purchased at the time a Warrant is exercised.


 


3.2. Duration of Warrants.
Warrants may be exercised only during the period (“Exercise Period”) commencing on the Issuance Date and terminating
at 5:00 P.M., New York City time (the “close of business”) on ______, 2021 (“Expiration
Date”). Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and
all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date.


 


3.3. Exercise of Warrants.


 


3.3.1. Exercise and Payment.


 


(a) Subject to the
provisions of this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may
exercise Warrants by delivering to the Warrant Agent, not later than 5:00 P.M., New York City time, on any business day during
the Exercise Period an election to purchase the Warrant Shares underlying the Warrants to be exercised (A) in the form included
in Annex B to this Warrant Agreement or (B) via an electronic warrant exercise through the DTC system (each, an “Election
to Purchase”). No later than one (1) Trading Day following delivery of an Election to Purchase, the Holder (or a Participant
acting on behalf of a Holder in accordance with DTC procedures) shall (i) (A) surrender of the Warrant Certificate evidencing the
Warrants to the Warrant Agent at its office designated for such purpose or (B) delivery of the Warrants to an account of the Warrant
Agent at DTC designated for such purpose in writing by the Warrant Agent to DTC from time to time, and (ii) deliver to the Company
the Exercise Price for each Warrant to be exercised, in lawful money of the United States of America by certified or official bank
check payable to the Company or bank wire transfer in immediately available funds to:


 


___________________


___________________


___________________


___________________


 




     


     


    

 


Any person so designated
by the Holder (or a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to
have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to
Purchase has been delivered to the Warrant Agent, provided that the Holder (or Participant on behalf of the Holder) makes delivery
of the deliverables referenced in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery
of the Election to Purchase. If the Holder (or Participant on behalf of the Holder) fails to make delivery of such deliverables
on or prior to the Trading Day following delivery of the Election to Purchase, such Election to Purchase shall be void ab initio. 


 


(b) If any of (i) the
Warrants, (ii) the Election to Purchase, or (iii) the Exercise Price therefor, is received by the Warrant Agent on any date after
5:00 P.M., New York City time, or on a date that is not a Trading Day, the Warrants with respect thereto will be deemed to have
been received and exercised on the Trading Day next succeeding such date. “Business day” means a day other than
a Saturday or Sunday on which commercial Banks in New York City are open for the general conduct of banking business. The “Exercise
Date” will be the date on which the materials in the foregoing sentence are received by the Warrant Agent (if by 5:00
P.M., New York City time), or the following Trading Day (if after 5:00 P.M., New York City time), regardless of any earlier date
written on the materials. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof
will be null and void and any funds delivered to the Company will be returned to the Holder or Participant, as the case may be,
as soon as practicable. In no event will interest accrue on any funds deposited with the Company in respect of an exercise or attempted
exercise of Warrants.


 


(c) [Reserved.]


 


(d) If less than all
the Warrants evidenced by a surrendered Warrant Certificate are exercised, the Warrant Agent shall split up the surrendered Warrant
Certificate and return to the Holder a Warrant Certificate evidencing the Warrants that were not exercised.


 


3.3.2. Issuance of Warrant Shares.
(a) The Warrant Agent shall, by 11:00 a.m., New York City time, on the Trading Day following the Exercise Date of any Warrant,
advise the Company, the transfer agent and registrar for the Company’s Common Stock, in respect of (i) the number of Warrant
Shares indicated on the Election to Purchase as issuable upon such exercise with respect to such exercised Warrants, (ii) the instructions
of the Holder or Participant, as the case may be, provided to the Warrant Agent with respect to the delivery of the Warrant Shares
and the number of Warrants that remain outstanding after such exercise and (iii) such other information as the Company or such
transfer agent and registrar shall reasonably request.


 


(b) The Company shall, by no later than
5:00 P.M., New York City time, on the third Trading Day following the Exercise Date of any Warrant and the clearance of the funds
in payment of the Exercise Price (such date and time, the “Delivery Time”), cause its registrar to electronically
transmit the Warrant Shares issuable upon that exercise to DTC by crediting the account of DTC or of the Participant, as the
case may be, through its Deposit Withdrawal Agent Commission system.


 


3.3.3. Valid Issuance. All
Warrant Shares issued by the Company upon the proper exercise of a Warrant in conformity with this Warrant Agreement shall be validly
issued, fully paid and non-assessable.


 


3.3.4. No Fractional Exercise.
No fractional Warrant Shares will be issued upon the exercise of the Warrant. If, by reason of any adjustment made pursuant to
Section 4, a Holder would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company
shall, upon such exercise, round up or down, as applicable, to the nearest whole number the number of Warrant Shares to be issued
to such Holder.


 


3.3.5 No Transfer Taxes. The
Company shall not be required to pay any stamp or other tax or governmental charge required to be paid in connection with any transfer
involved in the issue of the Warrant Shares upon the exercise of Warrants; and in the event that any such transfer is involved,
the Company shall not be required to issue or deliver any Warrant Shares until such tax or other charge shall have been paid or
it has been established to the Company’s satisfaction that no such tax or other charge is due.


 




     


     


    

 


3.3.6 Date of Issuance. The
Company will treat an exercising Holder as a beneficial owner of the Warrant Shares as of the Exercise Date, except that, if the
Exercise Date is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the
holder of such shares at the open of business on the next succeeding date on which the stock transfer books are open.


 


3.3.7 Restrictive Legend Events;
Cashless Exercise Under Certain Circumstances.


 


(i) The Company shall use it reasonable
best efforts to maintain the effectiveness of the Registration Statement and the current status of the prospectus included therein
or to file and maintain the effectiveness of another registration statement and another current prospectus covering the Warrants
and the Warrant Shares at any time that the Warrants are exercisable. The Company shall provide to the Warrant Agent and each Holder
prompt written notice of any time that the Company is unable to deliver the Warrant Shares via DTC transfer or otherwise without
restrictive legend because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission
otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (C) the
Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, (D) the
prospectus contained in the Registration Statement is not available for the issuance of the Warrant Shares to the Holder or (E)
otherwise (each a “Restrictive Legend Event”). To the extent that the Warrants cannot be exercised as a result
of a Restrictive Legend Event or a Restrictive Legend Event occurs after a Holder has exercised Warrants in accordance with the
terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder, which
shall be given within five (5) days of receipt of such notice of the Restrictive Legend Event, either (A) rescind the previously
submitted Election to Purchase and the Company shall return all consideration paid by registered holder for such shares upon such
rescission or (B) treat the attempted exercise as a cashless exercise as described in paragraph (ii) below and refund the cash
portion of the exercise price to the Holder.


 


(ii) If a Restrictive Legend Event has
occurred, the Warrant shall only be exercisable on a cashless basis. Notwithstanding anything herein to the contrary, the Company
shall not be required to make any cash payments or net cash settlement to the Holder in lieu of delivery of the Warrant Shares.
Upon a “cashless exercise”, the Holder shall be entitled to receive the number of Warrant Shares equal to the quotient
obtained by dividing (A-B) (X) by (A), where:


 


		(A)	=
the VWAP on the Trading Day immediately preceding the Exercise Date;


 


	 	(B)	= the Exercise Price of the Warrant, as adjusted as set forth herein; and


 


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


 


If the Warrant Shares are issued in such
a cashless exercise, the Company acknowledges and agrees 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 and the Company agrees not to take any position
contrary thereto. Upon receipt of an Election to Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy
of the Election to Purchase to the Company to confirm the number of Warrant Shares issuable in connection with the cashless exercise.
The Company shall calculate and transmit to the Warrant Agent in a written notice, and the Warrant Agent shall have no duty, responsibility
or obligation under this section to calculate, the number of Warrant Shares issuable in connection with any cashless exercise.
The Warrant Agent shall be entitled to rely conclusively on any such written notice provided by the Company, and the Warrant Agent
shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with such written instructions or
pursuant to this Warrant Agreement.


  




     


     


    

 


3.3.8 Disputes. In the case
of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares issuable
in connection with any exercise, the Company shall promptly deliver to the Holder the number of Warrant Shares that are not disputed.


 


3.3.9 [Reserved.]


 


3.3.10 Beneficial Ownership Limitation.
A Holder shall not have the right to exercise any Warrants to the extent that after giving effect to the issuance of Warrant Shares
after exercise as set forth on the applicable Election to Purchase, such Holder or a person holding through such Holder (together
with such Holder’s or person’s Affiliates (as defined in Rule 405 under the Securities Act), and any other persons
acting as a group together with that Holder or person or any of that Holder’s or person’s Affiliates), would beneficially
own in excess of 4.99% (“Beneficial Ownership Limitation”) of the Company’s Common Stock. For purposes
of the foregoing sentence, the number of shares of Common Stock beneficially owned by a person shall include the number of Warrant
Shares that would be owned by that person issuable upon exercise of the Warrants with respect to which such determination is being
made, but shall exclude the number of shares of Common Stock (i) which would be issuable upon exercise of the remaining, non-exercised
Warrants beneficially owned by that person or any of its Affiliates and (ii) underlying any other securities of the Company held
by such Holder or its Affiliates that are exercisable or convertible into Common Stock and subject to a limitation on conversion
or exercise that is analogous to the limitation contained in this Section 3.3.10. Except as set forth in the preceding sentence,
for purposes of this Section 3.3.10, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder,
it being acknowledged by the Holder that neither the Warrant Agent nor the Company is representing to the Holder that such calculation
is in compliance with Section 13(d) of the Exchange Act and the Holder or beneficial owner is solely responsible for any schedules
required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3.3.10 applies, the determination
of whether a Warrant is exercisable and of the number of Warrants that are exercisable shall be in the sole discretion of the Holder,
and the submission of an Election to Purchase shall be deemed to be the Holder’s determination of whether such Warrant is
exercisable and of the number of Warrants that are exercisable, and neither the Warrant Agent nor the Company shall have any obligation
to verify or confirm the accuracy of such determination and neither of them shall have any liability for any error made by the
Holder or any other person. 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 3.3.10,
in determining the number of outstanding shares of Common Stock, a Holder or other person 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 Securities
and Exchange 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 Company’s transfer agent setting forth the number of shares of Common Stock outstanding. For
any reason at any time, upon the written or oral request of a person that represents that it is or is acting on behalf of a Holder,
the Company shall, within two (2) Trading Days, confirm orally or in writing or by e-mail to that person the number of shares of
Common Stock then outstanding. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease
the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice, provided that any
increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice
is delivered to the Company and any such increase or decrease will apply only to the Holder and its Affiliates and not to any other
holder of Warrants. The provisions of this Section 3.3.10 shall be construed and implemented in a manner otherwise than in strict
conformity with the terms of this Section 3.3.10 to correct this subsection (or any portion hereof) which may be defective or inconsistent
with the intended beneficial ownership limitation herein contained.


 




     


     


    

 


4. Adjustments.


 


4.1 Adjustment upon Subdivisions
or Combinations. If the Company at any time after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization,
reorganization, scheme, arrangement or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Exercise
Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be
proportionately increased. If the Company at any time after the Issuance Date combines (by any stock split, stock dividend, recapitalization,
reorganization, scheme, arrangement or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the Exercise
Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be
proportionately decreased. Any adjustment under this Section 4.1 shall become effective at the close of business on the date the
subdivision or combination becomes effective. The Company shall promptly notify Warrant Agent of any such adjustment and give specific
instructions to Warrant Agent with respect to any adjustments to the warrant register.


 


4.2 Adjustment for Other Distributions. In
the event the Company shall fix a record date for the making of a dividend or distribution to all holders of Common Stock of any
evidences of indebtedness or assets or subscription rights, options or warrants (excluding those referred to in Section 4.1 or
other dividends paid out of retained earnings), then in each such case the Holder will, upon the exercise of Warrants, be entitled
to receive, in addition to the number of Warrant Shares issuable thereupon, and without payment of any additional consideration
therefor, the amount of such dividend or distribution, as applicable, which such Holder would have held on the date of such exercise
had such Holder been the holder of record of such Warrant Shares as of the date on which holders of Common Stock became entitled
to receive such dividend or distribution. Such adjustment shall be made whenever any such distribution is made and shall become
effective immediately after the record date mentioned above.


 


4.3. Reclassification, Consolidation,
Purchase, Combination, Sale or Conveyance. If, at any time while the Warrants are 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 (not including any Common Stock held by the other person or other persons making
or party to, or associated or affiliated with the other persons making, such purchase offer, tender offer or exchange offer), (iv)
the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization
of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged
for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates
a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another person whereby such other person acquires more than 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 a Warrant, each 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 (without regard to any limitation in Section 3.3.10 on the exercise of the Warrants), the same
amount and kind of securities, cash or property, if any, 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 each Warrant is exercisable
immediately prior to such Fundamental Transaction (without regard to any limitation in Section 3.3.10 on the exercise of the Warrants).
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 that such Holder receives upon any exercise of each 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”) and for which stockholders received any equity securities of the Successor Entity and for which stockholders
received any equity securities of the Successor Entity, to assume in writing all of the obligations of the Company under this Warrant
Agreement in accordance with the provisions of this Section 4.3 pursuant to written agreements and shall, upon the written request
of such Holder, deliver to such Holder in exchange for the applicable Warrants created by this Warrant Agreement a security of
the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Warrants which are exercisable
for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity), if any, plus any Alternate
Consideration, receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which
the Warrants are exercisable immediately prior to such Fundamental Transaction, and with an exercise price which applies the Exercise
Price hereunder to such shares of capital stock, if any, plus any Alternate Consideration (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 plus
Alternative consideration after that Fundamental Transaction for the purpose of protecting the economic value of such Warrant immediately
prior to the consummation of such Fundamental Transaction). 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 Agreement and the Warrants 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
Agreement and the Warrants with the same effect as if such Successor Entity had been named as the Company herein and therein.


 




     


     


    

 


The Company shall instruct the Warrant
Agent in writing to mail by first class mail, postage prepaid, to each Holder, written notice of the execution of any such amendment,
supplement or agreement with the Successor Entity. Any supplemented or amended agreement entered into by the successor corporation
or transferee shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Section 4.3. The Warrant Agent shall have no duty, responsibility or obligation to determine the correctness of any
provisions contained in such agreement or such notice, including but not limited to any provisions relating either to the kind
or amount of securities or other property receivable upon exercise of warrants or with respect to the method employed and provided
therein for any adjustments, and shall be entitled to rely conclusively for all purposes upon the provisions contained in any such
agreement. The provisions of this Section 4.3 shall similarly apply to successive reclassifications, changes, consolidations, mergers,
sales and conveyances of the kind described above.


 


4.4. [RESERVED].


 


4.5 Other Events. If any event
occurs of the type contemplated by the provisions of Section 4.1 or 4.2 but not expressly provided for by such provisions (including,
without limitation, the granting of stock appreciation rights, Adjustment Rights, phantom stock rights or other rights with equity
features to all holders of Common Stock for no consideration), then the Company's Board of Directors will, at its discretion and
in good faith, make an adjustment in the Exercise Price and the number of Warrant Shares or designate such additional consideration
to be deemed issuable upon exercise of a Warrant, so as to protect the rights of the registered Holder. No adjustment to the Exercise
Price will be made pursuant to more than one sub-section of this Section 4 in connection with a single issuance.


 




     


     


    

 


4.6. Notices of Changes in Warrant.
Upon every adjustment of the Exercise Price or the number of Warrant Shares issuable upon exercise of a Warrant, the Company shall
give written notice thereof to the Warrant Agent, which notice shall state the Exercise Price resulting from such adjustment and
the increase or decrease, if any, in the number of Warrant Shares purchasable at such price upon the exercise of a Warrant, setting
forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of
any event specified in Sections 4.1 or 4.2, then, in any such event, the Company shall give written notice to each Holder, at the
last address set forth for such holder in the Warrant Register, as of the record date or the effective date of the event. Failure
to give such notice, or any defect therein, shall not affect the legality or validity of such event. The Warrant Agent shall be
entitled to rely conclusively on, and shall be fully protected in relying on, any certificate, notice or instructions provided
by the Company with respect to any adjustment of the Exercise Price or the number of shares issuable upon exercise of a Warrant,
or any related matter, and the Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken by it in
accordance with any such certificate, notice or instructions or pursuant to this Warrant Agreement. The Warrant Agent shall not
be deemed to have knowledge of any such adjustment unless and until it shall have received written notice thereof from the Company.


 


5. Restrictive Legends; Fractional
Warrants.


 


In the event that a Warrant Certificate
surrendered for transfer bears a restrictive legend, the Warrant Agent shall not register that transfer until the Warrant Agent
has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the Warrants must
also bear a restrictive legend upon that transfer. The Warrant Agent shall not be required to effect any registration of transfer
or exchange which will result in the transfer of or delivery of a Warrant Certificate for a fraction of a Warrant.


 


 6. [RESERVED].


 


7. Other Provisions Relating to
Rights of Holders of Warrants.


 


7.1. No Rights as Stockholder.
Except as otherwise specifically provided herein, a Holder, solely in its capacity as a holder of Warrants, shall not be entitled
to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained
in this Warrant Agreement be construed to confer upon a Holder, solely in its capacity as the registered holder of Warrants, any
of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of share capital, consolidation, merger, conveyance or otherwise), receive notice
of meetings, receive dividends or subscription rights or rights to participate in new issues of shares, or otherwise, prior to
the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of Warrants.


 


7.2. Reservation of Common Stock.
The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that will
be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant Agreement.


 


8. Concerning the Warrant Agent
and Other Matters.


 


8.1. Any instructions given to the Warrant
Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed in writing by the Company as soon as
practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized and protected for acting, or failing
to act, in accordance with any oral instructions which do not conform with the written confirmation received in accordance with
this Section 8.1.


 


8.2. (a) Whether or not any Warrants are
exercised, for the Warrant Agent’s services as agent for the Company hereunder, the Company shall pay to the Warrant Agent
such fees as may be separately agreed between the Company and Warrant Agent and the Warrant Agent’s out of pocket expenses
in connection with this Warrant Agreement, including, without limitation, the fees and expenses of the Warrant Agent’s counsel.
While the Warrant Agent endeavors to maintain out-of-pocket charges (both internal and external) at competitive rates, these charges
may not reflect actual out-of-pocket costs, and may include handling charges to cover internal processing and use of the Warrant
Agent’s billing systems.


 




     


     


    

 


(b) All amounts owed
by the Company to the Warrant Agent under this Warrant Agreement are due within 30 days of the invoice date. Delinquent payments
are subject to a late payment charge of one and one-half percent (1.5%) per month commencing 45 days from the invoice date. The
Company agrees to reimburse the Warrant Agent for any attorney’s fees and any other costs associated with collecting delinquent
payments.


 


(c) No provision of
this Warrant Agreement shall require Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties under this Warrant Agreement or in the exercise of its rights.


 


8.3 As agent for the Company hereunder
the Warrant Agent:


 


(a) shall have no duties
or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing by the Warrant Agent
and the Company;


 


(b) shall be regarded
as making no representations and having no responsibilities as to the validity, sufficiency, value, or genuineness of the Warrants
or any Warrant Shares;


 


(c) shall not be obligated
to take any legal action hereunder; if, however, the Warrant Agent determines to take any legal action hereunder, and where the
taking of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required to act
unless it has been furnished with an indemnity reasonably satisfactory to it;


  


(d) may rely on and
shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter,
telegram, telex, facsimile transmission or other document or security delivered to the Warrant Agent and believed by it to be genuine
and to have been signed by the proper party or parties;


  


(e) shall not be liable
or responsible for any recital or statement contained in the Registration Statement or any other documents relating thereto;


 


(f) shall not be liable
or responsible for any failure on the part of the Company to comply with any of its covenants and obligations relating to the Warrants,
including without limitation obligations under applicable securities laws;


 


(g) may rely on and
shall be fully authorized and protected in acting or failing to act upon the written, telephonic or oral instructions with respect
to any matter relating to its duties as Warrant Agent covered by this Warrant Agreement (or supplementing or qualifying any such
actions) of officers of the Company, and is hereby authorized and directed to accept instructions with respect to the performance
of its duties hereunder from the Company or counsel to the Company, and may apply to the Company, for advice or instructions in
connection with the Warrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any delay in acting while
waiting for those instructions; any applications by the Warrant Agent for written instructions from the Company may, at the option
of the Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this Warrant Agreement
and the date on or after which such action shall be taken or such omission shall be effective; the Warrant Agent shall not be liable
for any action taken by, or omission of, the Warrant Agent in accordance with a proposal included in such application on or after
the date specified in such application (which date shall not be less than five business days after the date such application is
sent to the Company, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action,
the Warrant Agent shall have received written instructions in response to such application specifying the action to be taken or
omitted;


 




     


     


    

 


 


(h) may consult with
counsel satisfactory to the Warrant Agent, including its in-house counsel, and the 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;


 


(i) may perform any
of its duties hereunder either directly or by or through nominees, correspondents, designees, or subagents, and it shall not be
liable or responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed
with reasonable care by it in connection with this Warrant Agreement;


 


(j) is not authorized,
and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person and


 


(k) shall not be required
hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision
thereof.


 


8.4. (a) In the absence of gross negligence
or willful or illegal misconduct on its part, the Warrant Agent shall not be liable for any action taken, suffered, or omitted
by it or for any error of judgment made by it in the performance of its duties under this Warrant Agreement. Anything in this Warrant
Agreement to the contrary notwithstanding, in no event shall Warrant Agent be liable for special, indirect, incidental, consequential
or punitive losses or damages of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has
been advised of the possibility of such losses or damages and regardless of the form of action. Any liability of the Warrant Agent
will be limited in the aggregate to the amount of fees paid by the Company hereunder. The Warrant Agent shall not be liable for
any failures, delays or losses, arising directly or indirectly out of conditions beyond its reasonable control including, but not
limited to, acts of government, exchange or market ruling, suspension of trading, work stoppages or labor disputes, fires, civil
disobedience, riots, rebellions, storms, electrical or mechanical failure, computer hardware or software failure, communications
facilities failures including telephone failure, war, terrorism, insurrection, earthquakes, floods, acts of God or similar occurrences.


 


(b) In the event any
question or dispute arises with respect to the proper interpretation of the Warrants or the Warrant Agent’s duties under
this Warrant Agreement or the rights of the Company or of any Holder, the Warrant Agent shall not be required to act and shall
not be held liable or responsible for its refusal to act until the question or dispute has been judicially settled (and, if appropriate,
it may file a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent
jurisdiction, binding on all persons interested in the matter which is no longer subject to review or appeal, or settled by a written
document in form and substance satisfactory to Warrant Agent and executed by the Company and each such Holder. In addition, the
Warrant Agent may require for such purpose, but shall not be obligated to require, the execution of such written settlement by
all the Holders and all other persons that may have an interest in the settlement.


  


8.5. The Company covenants to indemnify
the Warrant Agent and hold it harmless from and against any loss, liability, claim or expense (“Loss”) arising
out of or in connection with the Warrant Agent’s duties under this Warrant Agreement, including the costs and expenses of
defending itself against any Loss, unless such Loss shall have been determined by a court of competent jurisdiction to be a result
of the Warrant Agent’s gross negligence or willful misconduct.


 


8.6. Unless terminated earlier by the parties
hereto, this Agreement shall terminate 90 days after the earlier of the Expiration Date and the date on which no Warrants remain
outstanding (the “Termination Date”). On the business day following the Termination Date, the Agent shall deliver
to the Company any entitlements, if any, held by the Warrant Agent under this Warrant Agreement. The Agent’s right to be
reimbursed for fees, charges and out-of-pocket expenses as provided in this Section 8 shall survive the termination of this Warrant
Agreement.


 




    	 	 	 



     


    

 


8.7. If any provision of this Warrant Agreement
shall be held illegal, invalid, or unenforceable by any court, this Warrant Agreement shall be construed and enforced as if such
provision had not been contained herein and shall be deemed an Agreement among the parties to it to the full extent permitted by
applicable law.


 


8.8. The Company represents and warrants
that (a) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation, (b) the offer and sale
of the Warrants and the execution, delivery and performance of all transactions contemplated thereby (including this Warrant Agreement)
have been duly authorized by all necessary corporate action and will not result in a breach of or constitute a default under the
articles of association, bylaws or any similar document of the Company or any indenture, agreement or instrument to which it is
a party or is bound, (c) this Warrant Agreement has been duly executed and delivered by the Company and constitutes the legal,
valid, binding and enforceable obligation of the Company, (d) the Warrants will comply in all material respects with all applicable
requirements of law and (e) to the best of its knowledge, there is no litigation pending or threatened as of the date hereof in
connection with the offering of the Warrants.


 


8.9. In the event of inconsistency between
this Warrant Agreement and the descriptions in the Registration Statement, as they may from time to time be amended, the terms
of this Warrant Agreement shall control.


 


8.10. Set forth in Annex C hereto
is a list of the names and specimen signatures of the persons authorized to act for the Company under this Warrant Agreement (the
“Authorized Representatives”). The Company shall, from time to time, certify to you the names and signatures
of any other persons authorized to act for the Company under this Warrant Agreement.


 


8.11. Except as expressly set forth elsewhere
in this Warrant Agreement, all notices, instructions and communications under this Agreement shall be in writing, shall be effective
upon receipt and shall be addressed, if to the Company, to its address set forth beneath its signature to this Agreement, or, if
to the Warrant Agent, to VStock Transfer, LLC 18 Lafayette Place, Woodmere, New York 11598, or to such other address of which
a party hereto has notified the other party.


 


8.12. (a) This Warrant Agreement shall
be governed by and construed in accordance with the laws of the State of New York. All actions and proceedings relating to or arising
from, directly or indirectly, this Warrant Agreement may be litigated in courts located within the Borough of Manhattan in the
City and State of New York. The Company hereby submits to the personal jurisdiction of such courts and consents that any service
of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified
for notices hereunder. Each of the parties hereto hereby waives the right to a trial by jury in any action or proceeding arising
out of or relating to this Warrant Agreement.


 


(b) This Warrant Agreement
shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. This Warrant Agreement may
not be assigned, or otherwise transferred, in whole or in part, by either party without the prior written consent of the other
party, which the other party will not unreasonably withhold, condition or delay; except that (i) consent is not required for an
assignment or delegation of duties by Warrant Agent to any affiliate of Warrant Agent and (ii) any reorganization, merger, consolidation,
sale of assets or other form of business combination by Warrant Agent or the Company shall not be deemed to constitute an assignment
of this Warrant Agreement.


 


(c) No provision of
this Warrant Agreement may be amended, modified or waived, except in a written document signed by both parties. The Company and
the Warrant Agent may amend or supplement this Warrant Agreement without the consent of any Holder for the purpose of curing any
ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions
with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
determine, in good faith, shall not adversely affect the interest of the Holders.  All other amendments and supplements
shall require the vote or written consent of Holders of at least 50.1% of the then outstanding Warrants, provided that adjustments
may be made to the Warrant terms and rights in accordance with Section 4 without the consent of the Holders.


 




    	 	 	 



     


    

 


8.13 Payment of Taxes. The
Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in
respect of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company may require the Holders to
pay any transfer taxes in respect of the Warrants or such shares. The Warrant Agent may refrain from registering any transfer of
Warrants or any delivery of any Warrant Shares unless or until the persons requesting the registration or issuance shall have paid
to the Warrant Agent for the account of the Company the amount of such tax or charge, if any, or shall have established to the
reasonable satisfaction of the Company and the Warrant Agent that such tax or charge, if any, has been paid. 


  


8.14 Resignation of Warrant Agent.


 


8.14.1. Appointment of Successor
Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from
all further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to the Company, or such shorter
period of time agreed to by the Company. The Company may terminate the services of the Warrant Agent, or any successor Warrant
Agent, after giving thirty (30) days’ notice in writing to the Warrant Agent or successor Warrant Agent, or such shorter
period of time as agreed. If the office of the Warrant Agent becomes vacant by resignation, termination or incapacity to act or
otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail
to make such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity by
the Warrant Agent, then the Warrant Agent or any Holder may apply to any court of competent jurisdiction for the appointment of
a successor Warrant Agent at the Company’s cost. Pending appointment of a successor to such Warrant Agent, either by the
Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent (but
not including the initial Warrant Agent), whether appointed by the Company or by such court, shall be a person organized and existing
under the laws of any state of the United States of America, in good standing, and authorized under such laws to exercise corporate
trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant
Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent
with like effect as if originally named as Warrant Agent hereunder, without any further act or deed, and except for executing and
delivering documents as provided in the sentence that follows, the predecessor Warrant Agent shall have no further duties, obligations,
responsibilities or liabilities hereunder, but shall be entitled to all rights that survive the termination of this Warrant Agreement
and the resignation or removal of the Warrant Agent, including but not limited to its right to indemnity hereunder. If for any
reason it becomes necessary or appropriate or at the request of the Company, the predecessor Warrant Agent shall execute and deliver,
at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights
of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge,
and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant
Agent all such authority, powers, rights, immunities, duties, and obligations.


 


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


 


8.14.3. Merger or Consolidation
of Warrant Agent. Any person into which the Warrant Agent may be merged or converted or with which it may be consolidated or
any person resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party or any person succeeding
to the shareowner services business of the Warrant Agent or any successor Warrant Agent shall be the successor Warrant Agent under
this Warrant Agreement, without any further act or deed. For purposes of this Warrant Agreement, “person” shall mean
any individual, firm, corporation, partnership, limited liability company, joint venture, association, trust or other entity, and
shall include any successor (by merger or otherwise) thereof or thereto.


 




    	 	 	 



     


    

 


9. Miscellaneous Provisions.


 


9.1. Persons Having Rights under
this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto
and the Holders any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation,
promise, or agreement hereof.


 


9.2. Examination of the Warrant
Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the office of the Warrant Agent designated
for such purpose for inspection by any Holder. Prior to such inspection, the Warrant Agent may require any such holder to provide
reasonable evidence of its interest in the Warrants.


 


9.3. Counterparts. This Warrant
Agreement may be executed in any number of original, facsimile or electronic 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.


 


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


 


10. Certain Definitions.


 


As used herein, the following terms shall
have the following meanings:


 


(i) “Adjustment Right”
means any right granted with respect to any securities issued in connection with, or with respect to, any issuance, sale or delivery
(or deemed issuance, sale or delivery in accordance with Section 4) of Common Stock (other than rights of the type described in
Section 4.2 and 4.3 hereof) that could result in a decrease in the net consideration received by the Company in connection with,
or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar
rights) but excluding anti-dilution and other similar rights (including pursuant to Section 4.4 of this Agreement).


 


(ii) “Approved Stock Plan”
means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the
date hereof pursuant to which Common Stock and options to purchase Common Stock may be issued to any employee, consultant, officer
or director or other service provider for services provided to the Company in their capacity as such.


 


(iii) “Convertible Securities”
means any notes, rights, warrants or other securities (other than Options) that are at any time and under any circumstances, directly
or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, shares
of Common Stock.


 




    	 	 	 



     


    

 


(iv). “Excluded Securities”
means (1) Common Stock or options or other rights to purchase Common Stock or other awards issued to directors, officers, employees,
consultants or other service providers of the Company in their capacity as such pursuant to an Approved Stock Plan, provided that
(A) all such issuances (taking into account the Common Stock issuable upon exercise of such options) after the date hereof pursuant
to this clause (i) do not, in the aggregate, exceed more than 30% of the Common Stock issued and outstanding immediately prior
to the date hereof; provided however, that such issuances to consultants or other service providers do not, in each instance in
the aggregate, exceed more than 5% of the Common Stock issued and outstanding immediately prior to the date hereof, and (B) the
exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder
in each case other than pursuant to the terms hereof (including any anti-dilution provisions contained therein) and none of the
terms or conditions of any such options are otherwise materially changed in any manner that adversely affects any of the holders
of Warrants; (2) Common Stock issued upon the conversion or exercise of Convertible Securities (other than options or other rights
to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the date
hereof, provided that the conversion price of any such Convertible Securities (other than options or other rights to purchase Common
Stock issued pursuant to an Approved Stock Plan that are covered by clause (1) above) is not lowered through the amendment or waiver
of such Convertible Security, none of such Convertible Securities (other than options or other rights to purchase Common Stock
issued pursuant to an Approved Stock Plan that are covered by clause (1) above) are amended to increase the number of shares issuable
thereunder and none of the terms or conditions of any such Convertible Securities (other than options or other rights to purchase
Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (1) above) are otherwise materially changed in
any manner that adversely affects any of the holders of Warrants; (3) Common Stock issuable upon exercise of the Warrants; and
(4) securities issuable in connection with strategic license agreements, other partnering arrangements or acquisitions or mergers
where the purchaser or acquirer of the securities in such issuance solely consists of (A) either (x) the actual participants in
such strategic license, strategic alliance, strategic partnership or other partnering arrangements, (y) the actual owners of such
assets or securities acquired in such acquisition or merger or (z) the stockholders, partners or members of the foregoing persons
or entities and (B) number or amount of securities issued to such person or entity by the Company shall not be disproportionate
(as determined in good faith by the Board of Directors of the Company) to either (x) the fair market value of such person’s
or entity’s actual contribution to such strategic alliance or strategic partnership or (y) the proportional ownership of
such assets or securities to be acquired by the Company, as applicable; provided, that, notwithstanding the foregoing, such purchaser
or acquirer of the securities in such issuance shall not include any person regularly engaged in the business of buying or selling
securities.


 


(v) [RESERVED].


 


(vi) “New Issuance Price”
means a price (calculated to the nearest cent) determined in accordance with the following formula:


 


EP2 = EP1* (A
+ B) ÷ (A + C).


 


For purposes of the foregoing formula,
the following definitions shall apply:


 


	 	(a)	“EP2” shall mean the adjusted Exercise Price;


 


	 	(b)	“EP1” shall mean the Exercise Price in effect immediately prior to such issuance of Common Stock;


 


	 	(c)	“A” shall mean the number of shares of Common Stock outstanding immediately prior to such issue of additional Common Stock including the issuance, sale or delivery of Common Stock owned or held by or for the account of the Company, (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of Options outstanding immediately prior to such issue or upon conversion or exchange of Convertible Securities outstanding (assuming exercise of any outstanding Options therefor) immediately prior to such issue);  


 


	 	(d)	“B” shall mean the number of shares of Common Stock that would have been issued if such additional shares of Common Stock had been issued at an Exercise Price equal to EP1 (determined by dividing the aggregate consideration received by the Company in respect of such issue by EP1); and


 


	 	(e)	“C” shall mean the number of such additional shares of Common Stock issued in such transaction.


 


(vii) “Options” means
any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities.


 




    	 	 	 



     


    

 


(viii) Reserved.


 


(ix) “Trading Day” means
any day on which the Common Stock is traded on the Trading Market, or, if the Trading Market is not the principal trading market
for the Common Stock, then on the principal securities exchange or securities market in the United States on which the the Common
Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is are scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the
final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time
of trading on such exchange or market, then during the hour ending at 4:00 P.M., New York City time).


 


(x) “Trading Market”
means NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange.


 


(xi) “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) the volume weighted average price of the Common Stock
for such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if the Common Stock are not then listed or quoted
for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the OTCQB maintained 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 Common Stock so reported, or (d) in all other cases, the fair market value of the Common Stock as determined by an independent
appraiser selected in good faith by the Company, the fees and expenses of which shall be paid by the Company.


  


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


 


	 	AYTU BIOSCIENCE INC.
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	Address for notices:
	 	Aytu Bioscience, Inc.
	 	373 Inverness Parkway, Suite 206
	 	Englewood, CA 80112
	 	Attention:
	 	Telephone:
	 	Facsimile:
	 	E-mail:
	 	 	 
	 	VStock Transfer, LLC
	 	As Warrant Agent
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 


Annex A Form of Warrant Certificates


Annex B Election to Purchase


Annex C Authorized Representatives


 




     


     


    

  


ANNEX A


 


[TO
BE INCLUDED IN THE GLOBAL CERTIFICATE]


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]


 


AYTU BIOSCIENCE INC.

WARRANT CERTIFICATE

NOT EXERCISABLE AFTER ______, 20__


 


This certifies that
the person whose name and address appears below, or registered assigns, is the registered owner of the number of Warrants set forth
below. Each Warrant entitles its registered holder to purchase from Aytu Bioscience Inc., a company incorporated under the laws
of the State of Delaware (the “Company”), at any time prior to 5:00 P.M. (New York City time) on ________, 20__,
one share of common stock, par value $0.0001 per share, of the Company (each, a “Warrant Share” and collectively,
the “Warrant Shares”), at an exercise price of $___ per share, subject to possible adjustments as provided in
the Warrant Agreement (as defined below).


 


This Warrant Certificate,
with or without other Warrant Certificates, upon surrender at the designated office of the Warrant Agent, may be exchanged for
another Warrant Certificate or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant
Certificates surrendered. A transfer of the Warrants evidenced hereby may be registered upon surrender of this Warrant Certificate
at the designated office of the Warrant Agent by the registered holder in person or by a duly authorized attorney, properly endorsed
or accompanied by proper instruments of transfer, a signature guarantee, and such other and further documentation as the Warrant
Agent may reasonably request and duly stamped as may be required by the laws of the State of New York and of the United States
of America.


 


The terms and conditions
of the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth in the Warrant Agent Agreement
dated as of _______, 2016 (the “Warrant Agreement”) between the Company and VStock Transfer, LLC (the “Warrant
Agent”). A copy of the Warrant Agreement is available for inspection during business hours at the office of the Warrant
Agent.


 


This Warrant Certificate
shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Warrant
Agent.


 


WITNESS the facsimile signature of a proper
officer of the Company.


 


	 	AYTU BIOSCIENCE INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     


     


    

 


	Dated: ______, 2016
	Countersigned:
	 
	VStock Transfer, LLC,
	as Warrant Agent


 


	By:	 	 
	Name:	 
	Title:	 


 


PLEASE DETACH HERE





——————————————————————————————————————


 


Certificate No.:_________ Number of Warrants:__________


 


WARRANT CUSIP NO.: ___________


  


	 	AYTU BIOSCIENCE INC.
	 	 
	[Name & Address of Holder]	_______________, Warrant

Agent
	 	 
	 	By mail:
	 	 
	 	_____________
	 	 
	 	By hand or overnight courier:
	 	 
	 	_____________


  




     


     


    

 


ANNEX B


 


[Form of Election to Purchase]


 


(To Be Executed Upon Exercise Of Warrants
not evidenced by a Global Certificate)


 


The undersigned hereby irrevocably elects
to exercise the right, represented by Warrants evidenced by this Warrant Certificate, to receive                 
Warrant Shares and herewith tenders payment for such Warrant Shares to the order of ___________, in the amount of $             
in accordance with the terms hereof.


 


OR


 


[In cases where cashless exercise is permitted
under the Warrant Agreement] — The undersigned hereby irrevocably elects to exercise the right, represented by Warrants evidenced
by this Warrant Certificate, to receive                Warrant
Shares (before giving effect to the cashless exercise provisions) and herewith agrees to make payment therefor pursuant to the
cashless exercise provisions of the Warrant Agreement, all on the terms and the conditions specified in the Warrant Agent Agreement.


 


The undersigned requests that a certificate
for such Warrant Shares be registered in the name of                     ,
whose address is                     
and that such certificate be delivered to                     ,
whose address is                                         .
If the number of Warrants being exercised hereby is less than all the Warrants evidenced by this Warrant Certificate, the undersigned
requests that a new Warrant Certificate representing the remaining unexercised Warrants be registered in the name of                                         ,
whose address is                                         ,
and that such Warrant Certificate be delivered to                whose
address is                                         .


 


	 	 	Signature
	 	 	 
	Date:	 	 
	 	 	 
	 	 	Signature Guaranteed


 


Signatures must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Warrant Agent, which requirements include membership or participation in the
Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may
be determined by the Warrant Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.


 




     


     


    

  


ANNEX C


 


AUTHORIZED REPRESENTATIVES


 


	Name	 	Title	 	Signature
	Zvi Ben David	 	Chief Financial Officer	 	 
	Ronen Raviv	 	Controller