Exhibit 10.37


 


THIS WARRANT AND ANY SECURITIES ACQUIRED
UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT
TO THE SECURITIES EVIDENCED BY THIS CERTIFICATE, FILED AND MADE EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND SUCH
APPLICABLE STATE SECURITIES LAWS, OR UNLESS SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS PROVIDED THAT THE
COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH ACT AND SUCH APPLICABLE
STATE SECURITIES LAWS IS NOT REQUIRED.


 


	Warrant Certificate No. A-2014- ___________	Dated: July 31, 2014


 


WARRANT


 


Enumeral Biomedical
Holdings, Inc.


 


Expiring: ___________


 


THIS IS TO CERTIFY THAT, for value received,
__________________(the “Holder”), is entitled, subject to certain conditions set forth in Sections 1.01 and 1.02 hereof,
to purchase from Enumeral Biomedical Holdings, Inc., a Delaware corporation (the “Company”), at the Company’s
principal executive office, at a price per share of $______ (the “Exercise Price”), up to ________ shares (the “Warrant
Shares”) of the Company’s Common Stock, $0.001 par value per share (“Common Stock”), all subject to adjustment
and upon the terms and conditions as hereinafter provided, and is entitled also to exercise the other appurtenant rights, powers
and privileges hereinafter described.


 


Certain terms used in this Warrant are defined
in Article IV hereof.


 


Article
I.


 


METHOD
OF EXERCISE


 


Section 1.01      Time of Exercise. Subject
to the provisions of Sections 1.02 and 1.03 hereof, this Warrant may be exercised in whole or in part at any time and from time
to time prior to the Expiration Time.


 






    	 



    	 



    

 


Section 1.02      Method of Exercise.


 


		(a)	To exercise this Warrant in whole or in part, the Holder shall deliver to the Company, at the Company’s principal executive
office (i) this Warrant, (ii) a written notice of such Holder’s election to exercise
this Warrant in the form attached hereto as Exhibit A and (iii) payment of an amount equal to the Exercise Price multiplied
by the total number of Warrant Shares for which this Warrant is then being exercised. Such payment may be made, at the option of
the Holder, in cash, by certified or bank cashier’s check, money order or wire transfer, or any combination thereof, or in
any other manner consented to in writing by the Company.






 


		(b)	In lieu of cash exercising this Warrant in accordance with (a) above, at any time from and after the date hereof, the Holder
may elect to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant
to the Company together with notice of such election, in which event the Company shall issue to the Holder hereof a number of Shares
computed using the following formula:



 


	 	Y (A-B)	 
	X= 	A	 


 


Where:


 


X equals the number of Warrant Shares
to be issued to the Holder;


 


Y equals the number of Warrant Shares
purchasable under the Warrant, or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised
at the date of such calculation;


 


A equals the Fair Market Value of one
Warrant Share (at the date of such calculation); and


 


B equals the Exercise Price (as adjusted
to the date of such calculations).


 


		(c)	The Company shall, as promptly as practicable after receipt of the items required by this Section 1.02, execute and deliver
or cause to be executed and delivered, in accordance with such notice, a certificate or certificates representing the Warrant Shares
specified in such notice. The share certificate or certificates so delivered shall be in such denominations as shall be specified
in such notice and shall be issued in the name of the Holder or, provided, in an opinion of counsel reasonably acceptable to the
Company, the following is permitted under the Act and applicable state securities law, such other name as shall be designated in
such notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or Holders or any other person
so designated to be named therein shall be deemed for all purposes to have become a Holder of record of such shares as of the date
the aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall,
at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the right to purchase
the remaining Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical to this Warrant,
or, at the request of the Holder, appropriate notations may be made on this Warrant which shall then be returned to the Holder.
The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery of
share certificates and new Warrants, except that, if share certificates
or new Warrants shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer
taxes, if any, payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice
of exercise or promptly upon receipt of a written request of the Company for payment.



 




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Section 1.03          Shares to be Fully Paid and
Nonassessable.     All shares of Common Stock issued upon exercise of the Warrant shall be validly issued, fully paid and nonassessable.


 


Section 1.04          No Fractional Shares to be
Issued. The Company shall not be required to issue fractions of Warrant Shares upon exercise of this Warrant. If any fractions
of a share would, but for this Section, be issuable upon any exercise of this Warrant, in lieu of such fractional share the Company
shall pay to the Holder, in cash, an amount equal to the same fraction of the fair market value of one share of Common Stock.


 


Section 1.05          Share Legend. Each certificate
for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such shares are registered under the Act,
shall bear a legend substantially as follows or similar legend as determined in good faith by the Company’s Board of Directors:


 


THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY
NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES
EVIDENCED BY THIS CERTIFICATE, FILED AND MADE EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND SUCH APPLICABLE STATE
SECURITIES LAWS, OR UNLESS SOLD PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS PROVIDED THAT THE COMPANY RECEIVES
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH ACT AND SUCH APPLICABLE STATE SECURITIES
LAWS IS NOT REQUIRED.


 


Any certificate issued at any time in exchange
or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a public distribution
pursuant to a registration statement under the Act) shall also bear such legend unless, in the opinion of counsel reasonably acceptable
to the Company, the securities represented thereby no longer need to be subject to restrictions on resale under the Act.


 


Section 1.06          Reservation
of Stock. The Company agrees during the term the rights under this Warrant are exercisable to reserve and keep available from
its authorized and unissued shares of Common Stock for the purpose of effecting the exercise of this Warrant such number of shares
of Common Stock (and shares of the Company’s Common Stock for issuance upon conversion of such Warrant Shares) as shall
from time to time be sufficient to effect the exercise of the rights under this Warrant.


 






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Section 1.07      Transfers. Neither this
Warrant nor any rights hereunder may be assigned, conveyed or transferred, in whole or in part, without the Company’s prior
written consent, which the Company may withhold in its sole discretion; provided, however, that this Warrant : (a)
may be pledged without the prior written consent of the Company to any lender to the Holder as part of a bona fide secured loan
or credit facility (and, following a default thereunder, this Warrant may be transferred to such lender without the Company’s
consent), and (b) may be assigned, conveyed or transferred without the prior written consent of the Company to any Affiliate of
the Holder; provided, further, that Holder surrenders this Warrant properly endorsed or accompanied by written instructions
of transfer in the form attached hereto as Exhibit B, and any such permitted transferee executes an acknowledgement that
such transferee is subject to all the terms and conditions of this Warrant and satisfies the Company as to compliance with state
and federal securities law.


 


Article
II.


 


WARRANT
ADJUSTMENTS


 


Section 2.01      Merger. If at any time
there shall be a merger, acquisition or consolidation of the Company with or into another corporation, where the Company is not
the surviving corporation, or a sale of all or substantially all of the Company’s assets, then, as a part of such merger
or consolidation, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this
Warrant, during the period specified herein and upon payment of the aggregate Exercise Price then in effect, the number of shares
of stock or other securities, cash or other property of the successor corporation resulting from such merger or consolidation,
to which a holder of the stock deliverable upon exercise of this Warrant would have been entitled in such merger or consolidation
if this Warrant had been exercised immediately before such merger or consolidation. In any such case, appropriate adjustment shall
be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the merger
or consolidation.


 


Section 2.02      Reclassification, etc.
If the securities issuable upon exercise of this Warrant are changed into the same or a different number of securities of any other
class or classes by reclassification, capital reorganization, conversion of all outstanding shares of the relevant class or series
or otherwise (other than as otherwise provided for herein) (a “Reclassification”), then, in any such event, in lieu
of the number of Warrant Shares which the Holder would otherwise have been entitled to receive, the Holder shall have the right
thereafter to exercise this Warrant for a number of shares of such other class or classes of stock that a holder of the number
of securities deliverable upon exercise of this Warrant immediately before that change would have been entitled to receive in such
Reclassification, all subject to further adjustment as provided herein with respect to such other shares.


 






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Section
2.03          Split, Subdivision or Combination of Shares. If the Company at any time while
this Warrant remains outstanding and unexpired shall split, subdivide or combine its Common Stock, the Exercise Price shall
be proportionately decreased and the number of Warrant Shares purchasable hereunder shall be proportionately increased in the
case of a split, payment of a stock dividend (of shares of Common Stock) or subdivision, or the Exercise Price shall be
proportionately increased and the number of shares of Warrant Shares purchasable hereunder shall be proportionately decreased
in the case of a combination.


 


Section 2.04          Notice of Adjustments; Notices.
Whenever the Exercise Price or number of Warrant Shares issuable upon exercise hereof shall be adjusted pursuant to Article II
hereof, the Company shall issue a written notice setting forth, in reasonable detail, the event requiring the adjustment, the amount
of the adjustment, the method by which such adjustment was calculated and the Exercise Price and number of Warrant Shares purchasable
hereunder after giving effect to such adjustment, and shall cause a copy of such notice to be given in accordance with Article
VI hereof.


 


Article
III.


 


REPLACEMENTS
OF WARRANT CERTIFICATES


 


Section 3.01          Loss, Theft or Destruction
of Warrant Certificates. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation
of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security from the Holder satisfactory
to the Company, or, in the case of any such mutilation, upon surrender and cancellation of the Warrant, the Company will make and
deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to
purchase the same aggregate number of Warrant Shares.


 


Section 3.02          Change of Principal Executive
Office. In the event the Company shall change the address of its principal executive office, the Company shall give the Holder
notice of any such change within a reasonable time. Any correspondence from the Company to the Holder with an address printed on
Company’s letterhead shall fulfill this requirement.


 


Article
IV.


 


DEFINITIONS


 


The following terms, as used in this Warrant,
have the following respective meanings:


 


“Act” means the Securities Act of
1933, as amended, and any similar or successor federal statute, and the rules and regulations of the Securities and Exchange Commission
(or its successor) thereunder, all as the same shall be in effect at the time.


 


“Affiliate” means, with respect to
the Holder, any other person who, directly or indirectly, controls, is controlled by, or is under common control with such Holder,
including, without limitation, any general partner, managing member, officer or director of such Holder or any venture capital
fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management
company with, such Holder.


 




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“Common Stock” means the Company’s
common stock, $0.001 per share.


 


“Company” shall have the meaning set
forth in the first paragraph of this Warrant.


 


“Company Certificate” means the Amended
and Restated Certificate of Incorporation of the Company, as amended from time to time.


 


“Eastern Time” means Eastern Daylight
Time or Eastern Standard Time, whichever is in effect on the relevant date.


 


“Expiration Time” means 5:00 p.m.
Eastern Time on __________.


 


“Fair Market Value” of one Warrant
Share shall mean solely for the purposes of Section 1.02(b), the average Closing Price (as defined below) per share of Common Stock
for the twenty (20) Trading Days immediately preceding the date on which the Notice of Exercise is deemed to have been sent to
the Company. “Closing Price” means, for any date, the price determined by the first of the following clauses that applies:
(a) if the Common Stock is then listed on a national securities exchange, the closing price per share of the Common Stock for such
date (or the nearest preceding date) on the primary exchange on which the Common Stock is then listed; (b) if prices for the Common
Stock are then quoted on the OTC Bulletin Board or any tier of the OTC Markets, the closing bid price per share of the Common Stock
for such date (or the nearest preceding date) so quoted; or (c) if prices for the Common Stock are then reported in the “Pink
Sheets” published by the National Quotation Bureau Incorporated (or a similar organization or agency succeeding to its
functions of reporting prices), the most recent closing bid price per share of the Common Stock so reported. If the Common Stock
is not publicly traded as set forth above, the “fair market value” of one Warrant Share shall be reasonably and in
good faith determined by the Board of Directors of the Company as of the date which the Notice of Exercise is deemed to have been
sent to the Company.


 


“Holder” shall have the meaning set
forth in the first paragraph of this Warrant and “Holders” shall include any and all successors and assigns of the
initial Holder with respect to this Warrant.


 


“Trading Day” means any day on which
the primary national or regional stock exchange on which the Common Stock is listed, or if not so listed, the OTC Bulletin Board
or the OTC Markets, if quoted thereon, is open for the transaction of business;


 


“Warrant” and “Warrants”
shall mean this warrant and any warrants issued upon the partial exercise of this warrant.


 


Article
V.


 


REDEMPTION
AND CANCELLATION OF WARRANTS


 


Section 5.01          Redemption of Warrants.
The Warrants are not redeemable by the Company and the Company has no right to purchase or otherwise acquire the Warrants.


 




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Section 5.02      Cancellation of Warrants.
The Company shall cancel any Warrant surrendered for transfer, exchange or exercise.


 


Article
VI.


 


MISCELLANEOUS


 


Section 6.01      Notices. Except with respect
to notice of a change in the Company’s principal executive office in accordance with Section 3.02 hereof, all notices, requests
and other communications provided for herein shall be in writing, and shall be deemed duly given if delivered personally or mailed
by registered or certified mail (return receipt requested) or via overnight courier to the parties at the following addresses (or
at such other address for such party as shall be specified by written notice):


 


	(a)	If to the Company:	Enumeral Biomedical Holdings, Inc.
	 	 	One Kendall Square
	 	 	Building 400, 4th Floor
	 	 	Cambridge, Massachusetts 02139
	 	 	Attn: Chief Executive Officer
	 	 	 
	 	with a copy to:	Duane Morris LLP
	 	 	100 High Street, 24th Floor
	 	 	Boston, MA 02110
	 	 	Attention:	Jonathan Lourie, Esq.
	 	 	Telephone:	857-488-4260
	 	 	Facsimile:	857-401-3089
	 	 	 
	(b) 	If to the Holder:	To the address previously furnished by the Holder to the Company
	 	 	





Section 6.02      Waivers; Amendments. No
failure or delay of the Holder in exercising any right, power or privilege, hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise thereof, or any abandonment or discontinuance of steps to enforce such a right, power or privilege,
preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies
of the Holder are cumulative and not exclusive of any rights or remedies which it would otherwise have. The provisions of this
Warrant may be amended, modified or waived if, but only if, such amendment, modification or waiver is in writing and is signed
by the Holder.


 


Section 6.03      Governing Law. This Warrant
shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the conflict of laws
rules thereof to the extent that the application of the law of another jurisdiction would be required thereby.


 


Section 6.04      Survival
of Agreements; Representations and Warranties, etc. All warranties, representations and covenants made by the Company herein
or in any certificate or other instrument delivered by or on behalf of it in connection herewith shall be considered to have been
relied upon by the Holder and shall survive the issuance and delivery of the Warrants and shall continue in full force and effect
so long as this Warrant is outstanding. All statements in any such certificate or other instrument shall constitute representations
and warranties hereunder.


 






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Section 6.05      Covenants to Bind Successors
and Assigns. All the covenants, stipulations, promises and agreements in this Warrant contained by or on behalf of the Company
shall bind its successors and assigns, whether or not so expressed.


 


Section 6.06      Severability. In case any
one or more of the provisions contained in this Warrant shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired
in such jurisdiction and shall not invalidate or render illegal or unenforceable such provision in any other jurisdiction.


 


Section 6.07      Headings. The headings
used herein are for convenience of reference only and shall not be deemed to be a part of this Warrant.


 


Section 6.08      No Rights as Stockholder.
This Warrant shall not entitle the Holder to any rights as a stockholder of the Company.


 


Section 6.09      No Impairment. The Company
shall not, by amendment of the Company Certificate or through a 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 to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out
of all the provisions of this Warrant and in taking all such action as may be necessary or appropriate to protect the Holder’s
rights under this Warrant against impairment.


 


Section 6.10      Pronouns. The pronouns
“it” and “its” herein shall be deemed to mean “he” and “his” or “she”
and “hers,” as the context requires.


 


[The remainder of this page intentionally left
blank – signature page follows]


  




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IN WITNESS WHEREOF, Enumeral Biomedical Holdings,
Inc. has caused this Warrant to be executed in its corporate name by one of its officers thereunto duly authorized as of the day
and year first above written.


 


	 	ENUMERAL BIOMEDICAL HOLDINGS, INC.
	 	 	 
	 	By:	 
	 	 	Name:	Arthur Tinkelenberg
	 	 	Title:	President and CEO


 




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EXHIBIT A


 


FORM OF NOTICE
OF EXERCISE


 


[To be signed only upon exercise of the Warrant]


 


		TO:	Enumeral Biomedical Holdings, Inc.



 


1.      The undersigned hereby
elects to purchase __________ shares of _____________ pursuant to the terms of the attached Warrant.


 


2.      Method of Exercise
(Please initial the applicable blank):


 


		___	The undersigned elects to exercise the attached Warrant by means of a cash payment, and tenders
herewith payment in full for the purchase price of the shares being purchased, together with all applicable transfer taxes, if
any.



 


		___	The undersigned elects to exercise the attached Warrant by means of the net exercise provisions
of Section 1.02(b) of the Warrant.



 


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


 


	 
	(Name)
	 
	 
	
	 
	 
	(Address)


 


4.      The undersigned hereby
represents and warrants that the aforesaid Shares are being acquired for the account of the undersigned for investment and not
with a view to, or for resale, in connection with the distribution thereof, and that the undersigned has no present intention of
distributing or reselling such shares.


 


	 	 	 
	 	 	(Signature)
	 	 	 
	 	 	 
	 	 	(Name)
	 	 	 
	 	 	 
	(Date)	 	(Title)


 




    	 



    	 



    

  


EXHIBIT B


 


FORM OF TRANSFER


(To be signed only upon transfer of Warrant)


 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers unto _______________________________________________ the right represented by the
attached Warrant to purchase ____________ shares of Common Stock of Enumeral Biomedical Holdings, Inc. to which the attached Warrant
relates, and appoints ______________ Attorney to transfer such right on the books of __________, with full power of substitution
in the premises.


 


Dated: ____________________


 





	 	 	 
	 	(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)
	 	 	 
	 	Address:	 
	 	 	 
	 	 	 
















 





	Signed in the presence of: