Exhibit 4.2


 


WARRANT AGENT AGREEMENT


 


This Warrant Agent Agreement
(“Warrant Agreement”) is made as of [●], 2022, by and between Intensity Therapeutics, Inc., a Delaware corporation,
with offices at 61 Wilton Road, 3rd Floor, Westport, CT 06880 (the “Company”), and Continental Stock Transfer
& Trust Company, a New York limited purpose trust company (collectively, the “Warrant
Agent”).


 


WHEREAS, the Company
is engaged in its initial public offering (the “Public Offering”) of [●] units, each consisting of one share
of common stock, par value $0.0001 per share (the “Common Stock”) and one warrant (the “Warrants”)
entitling its holder to purchase one share of Common Stock for each whole warrant (the “Warrant Shares”) (including
the additional shares of Common Stock and/or Warrants issuable to the underwriter if the underwriter’s over-allotment option is
exercised);


 


WHEREAS, the Company
has filed, with the Securities and Exchange Commission (the “SEC”), a registration statement on Form S-1 (Registration
No. 333-260565) (as amended, the “Registration Statement”), for the registration, under the Securities Act of 1933,
as amended (the “Act”), of Common Stock, the Warrants and the Warrant Shares; and


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS, the Company
desires to provide for the form and 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, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent, as provided herein, the legally valid and binding 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 for 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.



 


		2.	Warrants.



 


		2.1	Form of Warrant. Each Warrant shall be: (a) issued in registered form only, (b) in substantially
in the form of Exhibit A attached hereto (a “Warrant Certificate”), (c) signed by, or bear the facsimile or
..pdf signature of, the Executive Chairman of the Board of Directors of the Company, the Chief Executive Officer, the President, the Chief
Financial Officer, the Treasurer or Secretary of the Company, and (d) signed manually or by facsimile signature by the Warrant Agent.
In the event the person whose facsimile or .pdf signature has been placed upon any Warrant shall have ceased to serve in the capacity
in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased
to be such at the date of issuance.



 


		2.2	Effect of Countersignature. Unless and until countersigned by the manual or facsimile signature
of the Warrant Agent pursuant to this Warrant Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder
thereof.



 






     


     


    

 


		2.3	Registration.



 


		2.3.1	Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”),
for the registration of the original issuance and transfers of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent
shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company. Except as provided in this Section 2.3.1, upon the initial issuance
of the Warrants, to the extent the Warrants are DTC eligible as of such date, all of the Warrants shall initially be represented by one
or more Warrant Certificates reflecting book-entry of ownership (each a “Book-Entry Warrant Certificate”), deposited
with the Depository Trust Company (the “Depository”) and registered in the name of Cede & Co., a nominee of the
Depository. Ownership of beneficial interests in the Book-Entry Warrant Certificates shall be shown on, and the transfer of such ownership
shall be effected through, records maintained (i) by the Depository or its nominee for each Book-Entry Warrant Certificate; (ii) by institutions
that have accounts with the Depository (such institution, with respect to a Warrant in its account, a “Participant”);
or (iii) directly on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that request such
direct registration. If the Warrants are not DTC-eligible at the issuance date or the Depository 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 within ten (10) Business Days (as defined below) after the Depository ceases to make its book-entry settlement available. In
the event that the Company does not make alternative arrangements for book-entry settlement within ten (10) Business Days, or the Warrants
are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide
written instructions, upon receipt of instructions from the Company, to the Depository to deliver to the Warrant Agent for cancellation
each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Holder definitive Warrant Certificates
in physical form evidencing such Warrants.



 


		2.3.2	Registered Holder; Beneficial Owners. Prior to due presentment for registration of transfer of
any Warrant, the Company and the Warrant Agent may deem and treat the Person (as defined in the Warrant Certificate) in whose name such
Warrant shall be registered upon the Warrant Register (“Registered Holder”) as the absolute owner of such Warrant and
of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificate made by anyone
other than the Company or the Warrant Agent), for the purpose 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. The term “beneficial owner” shall mean any Person in
whose name ownership of a beneficial interest in the Warrants evidenced by a Book-Entry Warrant Certificate is recorded in the records
maintained by the Depository or its nominee or a Participant.



 


		2.4	Separate Issuance of Warrants. The Common Stock and the Warrants shall be issued separately and
shall be transferable separately immediately upon issuance. The Common Stock and the Warrants will begin to trade separately on or promptly
after the date that is the effective date of the Registration Statement.



 


		2.5	Uncertificated Warrants. Notwithstanding the foregoing and anything else herein to the contrary,
the Warrants may be issued in uncertificated form if so specified by the Company.



 






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		2.6	Opinion of Counsel. The Company shall provide an opinion of counsel to the Warrant Agent prior
to the issuance of the Warrants to set up a reserve of Warrants and related Warrant Shares. The opinion shall state that:



 


(a) all
Warrants or Warrant Shares are registered under the Securities Act of 1933, as amended, or are exempt from such registration, and all
appropriate state securities law filings have been made with respect to the warrants or shares; and


 


(b) the
Warrant Shares have been duly authorized by the Company, and assuming that the full consideration for each Warrant Share issuable upon
exercise of the Warrants, as applicable, is received by the Company, and the Warrants, as applicable, (i) are exercised, in accordance
with their terms, and (ii) are executed, issued and delivered by the Company in accordance with the Underwriting Agreement (as defined
in the Warrant Certificate), the Warrant Shares will be validly issued, fully paid and nonassessable.


 


In giving such opinion such counsel may
state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers
of the Company and its subsidiaries and certificates of public officials.


 


		3.	Terms and Exercise of Warrants.



 


		3.1	Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered
Holder thereof, subject to the provisions of such Warrant 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 of Common Stock, subject to the adjustments provided in Section
4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Warrant Agreement
refers to the price per whole share at which Common Stock may be purchased at the time such Warrant is exercised. The Company, in its
sole discretion, may lower the Warrant Price at any time prior to the Expiration Date (as defined below); provided, that any such reduction
remains in effect for no less than ten (10) Business Days and shall be identical in percentage terms among all of the then outstanding
Warrants. The Company shall promptly notify the Warrant Agent of any Warrant Price reduction.



 


		3.2	Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”)
commencing on [●] (as defined in the Warrant Certificate) and terminating at 5:00 p.m., New York City time, on [●], 2026 (“Expiration
Date”). Each Warrant not exercised on or before the Expiration Date shall become null and 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. The Company may
extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide notice of not less
than twenty (20) days to the Warrant Agent and Registered Holders of such extension and that such extension shall be identical in duration
among all of the then outstanding Warrants.



 


		3.3	Exercise of Warrants.



 


		3.3.1	Payment. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned
by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering at the office of the Warrant Agent at [●],
or at the office of its successor as Warrant Agent, (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case
of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) shall be exercised as
described herein and in the Warrant, (ii) the subscription form, as set forth in the Warrant Certificate (the “Exercise Notice”),
in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depository’s procedures,
and (iii), unless the cashless exercise procedure specified in Section 1(d) of the Warrant is specified in the applicable Notice of Exercise
(a “Registration Failure Cashless Exercise”), payment in full, in lawful money of the United States, in cash, by wire
of same day funds or by certified or bank cashier’s check payable to the warrant agent, the Warrant Price for such number of Warrant
Shares totaling whole shares of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with
the exercise of the Warrant, the exchange of the Warrant for the Warrant Shares, and the issuance of the Warrant Shares.. Notwithstanding
any other provision in this Warrant Agreement, a holder whose interest in a Book-Entry Warrant is a beneficial interest in a Book-Entry
Warrant held through the Depositary (or another established clearing corporation performing similar functions), shall effect exercises
by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying
with the procedures to effect exercise that are required by Depositary (or such other clearing corporation, as applicable). Upon receipt
of an Exercise Notice for a Registration Failure Cashless Exercise, the Company will promptly calculate and transmit to the Warrant Agent
the number of Warrant Shares issuable in connection with such Registration Failure Cashless Exercise. The Warrant Agent shall have no
duty or obligation to investigate or confirm whether the Company’s determination of the number of Warrant Shares to be issued on
such exercise is accurate or correct.



 






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		3.3.2	Fractional Shares. Notwithstanding any provision to the contrary contained in this Warrant Agreement,
the Company shall not be required to issue any fractional shares of Common Stock in connection with the exercise of Warrants for Warrant
Shares, and in any case where the Registered Holder would be entitled under the terms of the Warrants to receive a fractional share of
Common Stock as a Warrant Share upon the exercise of such Registered Holder’s Warrants, issue or cause to be issued only the largest
whole number of aggregate Warrant Shares issuable on such exercise (and such remaining fractional shares will be disregarded); provided,
that if more than one Warrant Certificate is presented for exercise at the same time by the same Registered Holder, the number of Warrant
Shares which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Warrant Shares issuable
on exercise of all such Warrants. The Company shall provide an initial funding of one thousand dollars ($1,000) for the purpose of issuing
cash in lieu of fractional shares. From time to time thereafter, the Warrant Agent may request additional funding to cover payments for
fractional Warrant Shares. The Warrant Agent shall have no obligation to make such payments for fractional Warrant Shares unless the Company
shall have provided the necessary funds to pay in full all amounts due and payable with respect thereto.



 


		3.3.3	Issuance of Shares of Common Stock. As soon as practicable after the exercise of any Warrant and
the clearance of the funds in payment of the Warrant Price, the Warrant Agent shall advise the Company and its transfer agent regarding
(i) the number of Warrant Shares issuable upon such exercise in accordance with the terms and conditions of this Warrant Agreement, (ii)
the instructions of each Holder or Participant, as they case may be, with respect to delivery of the Warrant Shares issuable upon such
exercise, (iii) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository,
its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants
remaining after such exercise and (iv) such other information as the Company or such transfer agent and registrar shall reasonably require.
Promptly thereafter and within the time period set forth in the Warrants, the Company shall instruct its transfer agent to issue to the
Registered Holder of such Warrant a certificate or certificates representing the number of full shares of Common Stock to which he, she
or it is entitled, registered in such name or names as may be directed by him, her or it, provided, in lieu of delivering physical certificates
representing the Warrant Shares issuable upon exercise, and provided the Company’s transfer agent is participating in the Depository’s
Fast Automated Securities Transfer program, the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically
transmit the Warrant Shares issuable upon exercise to the Registered Holder by crediting the account of the Participant of record with
the Depository or through its Deposit Withdrawal Agent Commission system. If such Warrant shall not have been exercised or surrendered
in full, in case of a Book-Entry Warrant Certificate, a notation shall be made to the records maintained by the Depository or nominee
for each Book-Entry Warrant Certificate, evidencing the balance, if any, of the Warrants remaining after such exercise. Notwithstanding
the foregoing, the Company shall not be obligated to deliver any securities pursuant to the exercise of a Warrant unless (a) a registration
statement under the Act with respect to the Common Stock issuable upon exercise of such Warrants is effective and a current prospectus
relating to the shares of Common Stock issuable upon exercise of the Warrants is available for delivery to the Registered Holder of the
Warrant or (b) in the absence of a registration statement under the Act with respect to the Common Stock and a current prospectus relating
to the shares of Common Stock, in the opinion of counsel to the Company, the exercise of the Warrants is exempt from the registration
requirements of the Act and such securities are qualified for sale or exempt from qualification under applicable securities laws of the
states or other jurisdictions in which the Registered Holder resides; provided that in the case of a cashless exercise, no registration
statement under the Act with respect to the Common Stock and no current prospectus relating to the shares of Common Stock, and no opinion
of counsel shall be required. Until otherwise advised in writing by the Company, the Warrant Agent shall always be entitled to assume
that either clause (a) or clause (b) is in effect and shall incur no liability in making such assumption. Warrants may not be exercised
by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be unlawful. In the event a such
exercise would be unlawful with respect to a Registered Holder in any state, the Registered Holder shall not be entitled to exercise such
Warrants and such Warrants may have no value and expire worthless. In no event will the Company be obligated to pay such Registered Holder
any cash consideration upon exercise or otherwise “net cash settle” the Warrant.



 






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		3.3.4	Valid Issuance. The validity of any exercise of Warrants will be determined by the Company in its
reasonable discretion. The Warrant Agent shall notify a holder of any purported invalidity of any exercise of Warrants. All shares of
Common Stock issued upon the proper exercise or surrender of a Warrant in conformity with this Warrant Agreement shall be validly issued,
fully paid and nonassessable.



 


		3.3.5	Date of Issuance. Each Person in whose name any shares of Common Stock is issued shall, for all
purposes, be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of
the Warrant Price was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment
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 close of business on the next succeeding date on which the stock transfer books are open (the “Exercise Date”).
If any of (i) the Warrant Certificate or the Book-Entry Warrants, (ii) the Exercise Notice, or (iii) the Warrant Price therefor, is received
by the Warrant Agent after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised
on the Business Day next succeeding the Exercise Date, subject to clearance of the funds. If the date specified as the Exercise Date is
not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day that is a Business Day, subject
to clearance of the funds. 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 Warrant Agent will be returned to the Registered Holder as soon as practicable.



 


		3.3.6	Cost Basis Information.



 


(a) In
the event of a cash exercise, the Company hereby instructs the Warrant Agent to record cost basis for newly issued shares in a manner
to be subsequently communicated by the Company in writing to the Warrant Agent.


 


(b) In
the event of a Registration Failure Cashless Exercise, the Company shall provide cost basis for shares issued pursuant to a cashless exercise
at the time the Company confirms the number of Warrant Shares issuable in connection with the cashless exercise to the Warrant Agent pursuant
to Section 3.3.1 hereof.


 


		4.	Adjustments; Rights. The Warrant Shares and Warrant Price shall be subject to adjustment as provided
for in the Warrant Certificate, and the rights of Warrant holders as provided for in the Warrant Certificate are incorporated herein by
reference and shall be adhered to by the Company and the Warrant Agent. The Company hereby agrees that it will provide the Warrant Agent
with reasonable notice of any adjustment events. The Company further agrees that it will provide to the Warrant Agent with any new or
amended exercise terms. Whenever the Warrant Shares or Warrant Price or the number of shares of Common Stock issuable upon the exercise
of each Warrant is adjusted, the Company shall (a) promptly prepare a certificate setting forth the Warrant Price of each Warrant as so
adjusted, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Warrant Agent and with each transfer
agent for the Common Stock a copy of such certificate and (c) instruct the Warrant Agent to send a brief summary thereof to each Holder
of a Warrant Certificate. The Warrant Agent shall be fully protected in relying on any such certificate and on any adjustment or statement
therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of any such adjustment
or any such event unless and until it shall have received such certificate.



 






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		5.	Transfer and Exchange of Warrants.



 


		5.1	Transfer of Warrants. The Warrants may be transferred or exchanged separately from shares of Common
Stock.



 


		5.2	Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of
any outstanding Warrant into the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly
guaranteed and accompanied by appropriate instructions for transfer, or properly noticed by the Depositary as contemplated by Section
5.3. Upon any such transfer, a new Warrant, representing an equal aggregate number of Warrants shall be issued and the old Warrant
shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to
time upon the Company’s request. A party requesting transfer of Warrants must provide any evidence of authority that may be required
by the Warrant Agent, including but not limited to, a signature guarantee from an eligible guarantor institution participating in a signature
guarantee program approved by the Securities Transfer Association.



 


		5.3	Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together
with a written request for exchange or transfer reasonably acceptable to Warrant Agent, duly executed by the registered holder thereof,
or by a duly authorized attorney, and, thereupon, the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested
by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that,
except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only
in whole and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a successor depository;
provided further, that in the event a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel
such Warrant and shall issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company
stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Notwithstanding anything
else in this Section 5.3, in case of a Book-Entry Warrant, the holder or Participant shall notify the Depositary in accordance with the
Depository’s procedures of a requested transfer and the Depositary shall provide notice to an account of the Warrant Agent at the
Depository designated for such purpose in writing by the Warrant Agent to the Depository from time to time, of a transfer to be recorded
in the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing
the balance, if any, of the Warrants remaining after such transfer and the new name in which the transferred Book Entry Warrants are to
be held.



 


		5.4	Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer
or exchange which will result in the issuance of a Warrant Certificate or a Book-Entry Warrant Certificate for a fraction of a Warrant.



 


		5.5	Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and
to deliver, in accordance with the terms of this Warrant Agreement, the Warrants required to be issued pursuant to the provisions of this
Section 5, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on
behalf of the Company for such purpose.



 


		6.	Other Provisions Relating to Rights of Registered Holders of Warrants.



 


		6.1	No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the
rights of a stockholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise
any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election
of directors of the Company or any other matter.



 


		6.2	Lost, Stolen Mutilated or Destroyed Warrants. If any Warrant is lost, stolen, mutilated or destroyed,
the Company and the Warrant Agent may, absent notice to Warrant Agent that such certificates have been acquired by a bona fide purchaser,
on such terms as to indemnity or otherwise as they may in their discretion impose (which terms shall in all cases include posting of a
lost security bond by or on behalf of the Registered Holder, and in the case of a mutilated Warrant, include the surrender thereof), issue
a new Warrant of like denomination, tenor and date as the Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall
constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant
shall be at any time enforceable by anyone.



 






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		6.3	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.



 


		6.4	Registration of Common Stock. The Company agrees to use its commercially reasonable efforts to
maintain the effectiveness of the Registration Statement until the expiration of the Warrants in accordance with the provisions of this
Warrant Agreement; provided, however, that the Company shall not have penalties for failure to deliver Common Stock if a registration
statement is not effective or a current prospectus is not on file with the SEC at the time of exercise by the Registered Holder. In addition,
to the extent not completed at the time of the initial issuance of the Warrants, the Company agrees to use its reasonable efforts to register
such securities under the blue sky laws of the states of residence of the exercising Registered Holders to the extent an exemption under
the Act is not available for the exercise of the Warrants. In no event will the Registered Holder of a Warrant be entitled to receive
a net-cash settlement or shares of Common Stock or other consideration as of result of the Company’s non-compliance with this Section
6.4.



 


		7.	Concerning the Warrant Agent and Other Matters.



 


		7.1	7.1.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 shares of Common Stock upon the exercise
of Warrants, but neither the Company nor the Warrant Agent shall be obligated to pay any transfer taxes in respect of the Warrants or
such shares. The Warrant Agent shall not register any transfer or issue or deliver any Warrant Certificate(s) or 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, if any, or shall have established to the reasonable satisfaction of the Company and the Warrant Agent that such tax, if any,
has been paid.



 


		7.2	Resignation, Consolidation, or Merger of Warrant Agent.



 


		7.2.1	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. If the office of the Warrant Agent becomes vacant by resignation 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 thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by
the Registered Holder of the Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then
the Registered Holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment
of a successor Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be an entity authorized
under applicable laws to exercise the powers of a transfer agent and subject to supervision or examination by federal or state authorities.
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;
but, if for any reason it becomes necessary or appropriate, 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.



 


		7.2.2	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 thirty (30)
days before the effective date of any such appointment.



 


		7.2.3	Merger or Consolidation of Warrant Agent. Any Person into which the Warrant Agent may be merged
or with which it may be consolidated or any Person resulting from any merger or consolidation to which the Warrant Agent shall be a party
shall be the successor Warrant Agent under this Warrant Agreement without any further act on the part of the Company or the Warrant Agent.



 


		7.2.4	Confidentiality. The Warrant Agent and the Company agree that all books, records, information and
data pertaining to the business of the other party, including inter alia, personal, non-public Holder information, which are exchanged
or received pursuant to the negotiation or the carrying out of this Warrant Agreement shall remain confidential, and shall not be voluntarily
disclosed to any other Person, except as may be required by law, including, without limitation, pursuant to subpoenas from state or federal
government authorities.



 






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		7.3	Fees and Expenses of Warrant Agent.



 


		7.3.1	Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services
as Warrant Agent hereunder as set forth on Exhibit B hereto and will reimburse the Warrant Agent upon demand for all expenditures
that the Warrant Agent may reasonably incur in the execution of its duties hereunder.



 


		7.3.2	Further Assurances. The Company agrees to perform, execute, acknowledge and deliver, or cause to
be performed, executed, acknowledged and delivered, all such further and other acts, instruments and assurances as may reasonably be required
by the Warrant Agent for the carrying out or performing of the provisions of this Warrant Agreement.



 


		7.4	Liability of Warrant Agent.



 


		7.4.1	Reliance on Company Statement. Whenever, in the performance of its duties under this Warrant Agreement,
the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking
or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may
be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer or Chairman
of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon, and be held harmless for such reliance,
such statement for any action taken or suffered or omitted to be taken by it in the absence of bad faith pursuant to the provisions of
this Warrant Agreement, and shall not be held liable in connection with any delay in receiving such statement.



 


		7.4.2	Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful
misconduct or bad faith. The Company covenants and agrees to indemnify the Warrant Agent and hold it harmless against any and all liabilities,
including judgments, losses, damages, costs, expenses, and reasonable counsel fees, which may be paid, incurred or suffered by or to which
it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Warrant Agent
pursuant hereto; provided, that such covenant and agreement does not extend to, and the Warrant Agent shall not be indemnified with respect
to, such costs, expenses, losses and damages incurred or suffered by the Warrant Agent as a result of, or arising out of, its gross negligence,
willful misconduct or bad faith.



 


		7.4.3	Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this
Warrant Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof); nor shall it be responsible
for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant; nor shall it be responsible
to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method or amount of any
such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it, by any act hereunder,
be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant
to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock will when issued be valid and fully paid and nonassessable.



 


		7.4.4	Instructions. From time to time, the Company may provide the Warrant Agent with instructions concerning
the services performed by the Warrant Agent hereunder. In addition, at any time the Warrant Agent may apply to any officer of Company
for instruction, and may consult with legal counsel for the Warrant Agent or the Company with respect to any matter arising in connection
with the services to be performed by the Warrant Agent under this Warrant Agreement. Warrant Agent and its agents and subcontractors shall
not be liable and shall be indemnified by Company for any action taken, suffered or omitted to be taken by Warrant Agent in reliance upon
any Company instructions or upon the advice or opinion of such counsel. Warrant Agent shall not be held to have notice of any change of
authority of any Person, until receipt of written notice thereof from Company.



 






    8


     


    

 


		7.4.5	Rights and Duties of Warrant Agent.



 


(a) The
Warrant Agent may consult with legal counsel (who may be legal counsel for the Company), and the advice or opinion of such counsel shall
be full and complete authorization and protection to the Warrant Agent as to any action taken, suffered or omitted by it in accordance
with such advice or opinion.


 


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


 


(c) The
Warrant Agent shall not be required to take notice or be deemed to have notice of any event or condition hereunder, including any event
or condition that may require action by the Warrant Agent, unless the Warrant Agent shall be specifically notified in writing of such
event or condition by the Company, and all notices or other instruments required by this Warrant Agreement to be delivered to the Warrant
Agent must, in order to be effective, be received by the Warrant Agent as specified in Section 8.2 hereof, and in the absence of such
notice so delivered, the Warrant Agent may conclusively assume no such event or condition exists.


 


(d) The
Warrant Agent and any stockholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or
other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract
with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this Warrant Agreement.
Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.


 


(e) The
Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or
by or through its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct
of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, absent gross
negligence, bad faith or willful misconduct in the selection and continued employment thereof.


 


(f) The
Warrant Agent may rely on and shall be held harmless and protected and shall incur no liability for or in respect of any action taken,
suffered or omitted to be taken by it in reliance upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission
or other document, or any security delivered to it, and believed by it to be genuine and to have been made or signed by the proper party
or parties, or upon any written or oral instructions or statements from the Company with respect to any matter relating to its acting
as Warrant Agent hereunder


 


(g) The
Warrant Agent shall not be obligated to expend or risk its own funds or to take any action that it believes would expose or subject it
to expense or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment or indemnity
satisfactory to it.


 


(h) The
Warrant Agent shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to any
registration statement filed with the SEC or this Warrant Agreement, including without limitation obligations under applicable regulation
or law.


 


(i) The
Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any Warrants authenticated by
the Warrant Agent and delivered by it to the Company pursuant to this Warrant Agreement or for the application by the Company of the proceeds
of the issue and sale, or exercise, of the Warrants.


 






    9


     


    

 


(j) The
Warrant Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the express provisions
hereof (and no duties or obligations shall be inferred or implied). The Warrant Agent shall not assume any obligations or relationship
of agency or trust with any of the owners or holders of the Warrants.


 


(k) The
Warrant Agent may rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature by an “eligible
guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature
guarantee program” or insurance program in addition to, or in substitution for, the foregoing; or (b) any law, act, regulation or
any interpretation of the same even though such law, act, or regulation may thereafter have been altered, changed, amended or repealed.


 


(l) In
the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or
other communication, paper or document received by the Warrant Agent hereunder, the Warrant Agent, may, in its sole discretion, refrain
from taking any action, and shall be fully protected and shall not be liable in any way to Company, the holder of any Warrant Certificate
or Book-Entry Warrant Certificate or any other Person for refraining from taking such action, unless the Warrant Agent receives written
instructions signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of Warrant Agent.


 


(m) Notwithstanding
anything contained herein to the contrary, the Warrant Agent’s aggregate liability during any term of this Warrant Agreement with
respect to, arising from, or arising in connection with this Warrant Agreement, or from all services provided or omitted to be provided
under this Warrant Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder
by the Company to the Warrant Agent as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately
preceding the event for which recovery from the Warrant Agent is being sought. Neither party to this Warrant Agreement shall be liable
to the other party for any consequential, indirect, special, punitive or incidental damages under any provisions of this Warrant Agreement
or for any consequential, indirect, punitive, special or incidental damages arising out of any act or failure to act hereunder even if
that party has been advised of or has foreseen the possibility or likelihood of such damages.


 


		7.5	Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Warrant Agreement
and agrees to perform the same upon the express terms and conditions herein set forth and, among other things, shall account promptly
to the Company with respect to Warrants exercised and concurrently account for, and forward to the Company all moneys received for warrant
exercises in a given month by the 5th business day of the following month by wire transfer to an account designated by the Company.



 


		7.6	Survival. The Warrant Agent’s indemnities, immunities and protections provided by this Section
7 shall survive the resignation or discharge of the Warrant Agent or the termination of this Warrant Agreement.



  


		8.	Miscellaneous Provisions.



 


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



 






    10


     


    

 


		8.2	Notices. Any notice, statement or demand authorized by this Warrant Agreement to be given or made
by the Warrant Agent or by the Registered Holder of any Warrant to or on the Company shall be delivered by hand or sent by registered
or certified mail or overnight courier service, addressed (until another address is filed in writing by the Company with the Warrant Agent)
as follows:



 


Intensity Therapeutics, Inc.


120 Presidential Way, Suite 330


Woburn Massachusetts 01801


Attention: Chief Executive Officer


 


Any notice, statement or demand authorized
by this Warrant Agreement to be given or made by the Registered Holder of any Warrant or by the Company to or on the Warrant Agent shall
be delivered by hand or sent by registered or certified mail or overnight courier service, addressed (until another address is filed in
writing by the Warrant Agent with the Company), as follows:


 


Continental
Stock Transfer & Trust Company


1 State Street


New York, NY 10004


Attention: Compliance
Department


 


Any notice, sent by the Warrant Agent
pursuant to this Warrant Agreement shall be effective when sent. Any other notice, sent pursuant to this Warrant Agreement shall be effective,
if delivered by hand, upon receipt thereof by the party to whom it is addressed, if sent by overnight courier, on the next Business Day
of the delivery to the courier, and if sent by registered or certified mail on the third day after registration or certification thereof.


 


		8.3	Applicable Law. The validity, interpretation, and performance of this Warrant Agreement and of
the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of laws. The Company
and the Warrant Agent hereby agree that any action, proceeding or claim against either of them arising out of or relating in any way to
this Warrant Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the
Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company and the
Warrant Agent hereby waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such
process or summons to be served upon the Company or the Warrant Agent may be served by transmitting a copy thereof by registered or certified
mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8.2 hereof. Such mailing shall be
deemed personal service and shall be legal and binding upon the Company and the Warrant Agent in any action, proceeding or claim.



 


		8.4	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 other than the parties hereto and the Registered Holders of the Warrants and, for the purposes of Sections 6.4, 8.2 and
8.8 hereof, the Underwriter, any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition,
stipulation, promise, or agreement hereof. The Underwriter shall be deemed to be a third-party beneficiary of this Warrant Agreement with
respect to Sections 6.4, 8.2 and 8.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained
in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto (and the Underwriter with respect to the Sections
6.4, 8.2 and 8.8 hereof) and its successors and assigns and of the Registered Holders of the Warrants.



 


		8.5	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 for inspection by the Registered Holder of any Warrant. The Warrant Agent may require
any such Registered Holder to submit his, her or its Warrant for inspection.



 


		8.6	Counterparts; Facsimile Signatures. This Warrant Agreement may be executed in any number of counterparts,
and each of such counterparts shall, for all purposes, be deemed to be an original, and all such counterparts shall together constitute
one and the same instrument. Facsimile or electronic signatures shall constitute original signatures for all purposes of this Warrant
Agreement and shall have the same authority, effect and enforceability as an original signature.



 


		8.7	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



 






    11


     


    

 


		8.8	Amendments. This Warrant Agreement and any Warrant certificate may be amended by the parties hereto
by executing a supplemental warrant agreement (a “Supplemental Agreement”), without the consent of any of the Warrant
Holders, for the purpose of (i) curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein,
or making any other provisions with respect to matters or questions arising under this Warrant Agreement that is not inconsistent with
the provisions of this Warrant Agreement or the Warrant certificates, (ii) evidencing the succession of another entity to the Company
and the assumption by any such successor of the covenants of the Company contained in this Warrant Agreement and the Warrants, (iii) evidencing
and providing for the acceptance of appointment by a successor Warrant Agent with respect to the Warrants, (iv) adding to the covenants
of the Company for the benefit of the Registered Holders or surrendering any right or power conferred upon the Company under this Warrant
Agreement, or (viii) amending this Warrant Agreement and the Warrants in any manner that the Company may deem to be necessary or desirable
and that will not adversely affect the interests of the Registered Holders in any material respect. All other modifications or amendments,
including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent of the Registered
Holders representing at least of 50.1% of the Warrant Shares issuable under the Warrants then outstanding. Notwithstanding the foregoing,
the Company may lower the Warrant Price or extend the duration of the Exercise Period in accordance with Sections 3.1 and
3.2, respectively, without such consent. As a condition precedent to the Warrant Agent’s execution of any amendment, the
Company shall deliver to the Warrant Agent a certificate from a duly authorized officer of the Company that states that the proposed amendment
is in compliance with the terms of this Section 8.8.



 


		8.9	Severability. This Warrant Agreement shall be deemed severable, and the invalidity or unenforceability
of any term or provision hereof shall not affect the validity or enforceability of this Warrant Agreement or of any other term or provision
hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added
as a part of this Warrant Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and
be valid and enforceable.



 


		8.10	Business Day. For purposes of this Warrant Agreement, a “Business Day” is any
day other than a Saturday, Sunday or a day on which commercial banks in The City of New York are authorized or required by law to remain
closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed
due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or
restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic
funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers
on such day.



 


		8.11	Bank Accounts. All funds received by the Warrant Agent
under this Warrant Agreement that are to be distributed or applied by the Warrant Agent in
the performance of its services hereunder (the “Funds”) shall be held by the Warrant
Agent as agent for the Company and deposited in one or more bank accounts to be maintained by the Warrant
Agent in its name as agent for the Company. Until paid pursuant to the terms of this Warrant Agreement, the Warrant
Agent will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion
or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch
Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). The Warrant
Agent shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by the Warrant
Agent in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other
third party. The Warrant Agent may from time to time receive interest, dividends or other
earnings in connection with such deposits. The Warrant Agent shall not be obligated to pay
such interest, dividends or earnings to the Company, any holder of Warrants or any other party.



 


		8.12	Force Majeure. Notwithstanding anything to the contrary contained herein, the Warrant Agent will
not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation,
acts of God, pandemics, epidemics, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer
facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties,
war, or civil unrest.



 


[SIGNATURE PAGE FOLLOWS]


 




    12


     


    

 


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


 


	 	INTENSITY THERAPEUTICS, INC.


 


	 	By:	 
	 	Name: 	 
	 	Title:	 


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


	 	By:	 
	 	Name: 	 
	 	Title:	 


 


[Signature Page to Warrant
Agent Agreement]


 




     


     


    

 


Form of Warrant


 


The number of shares of Common Stock issuable
upon exercise of this Warrant may be less than the amounts set forth on the face hereof pursuant to Section 1(a) of this Warrant.


 


[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.]


 


Intensity Therapeutics, Inc.


Warrant to Purchase Common Stock


 


	Warrant No.:  [____]	Warrant CUSIP:  [___]
	Number of Warrants:  [___]	 


 


Date of Issuance: [ ], 2022 (“Issuance Date”)


NOT EXERCISABLE AFTER [ ]


 


INTENSITY THERAPEUTICS, INC.,
a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, [______________], the registered holder hereof
or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company,
at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants
to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on
or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [__] (subject to
adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”).
Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16. This Warrant
is a global certificate evidencing Warrants to Purchase Common Stock (the “Registered Warrants”) issued pursuant to
that certain Underwriting Agreement, dated as of [__], 2022 (the “Applicable Date”), by and among the Company and the
underwriter(s) referred to therein, as amended from time to time (the “Underwriting Agreement”) and (ii) the Company’s
Registration Statement on Form S-1 (File No. 333-260565) (the “Registration Statement”).


 






    A-1


     


    

 


1. EXERCISE
OF WARRANT.


 


(a) (a)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in
Section 1(f)), this Warrant may be exercised by the Holder on any day on or after [_________] (an “Exercise Date”),
in whole or in part, by delivery (whether via facsimile, electronic mail or otherwise) of a written notice, (i) in the form attached hereto
as Exhibit A or (ii) via an electronic warrant exercise through the DTC system (the “Exercise Notice”), of the
Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant as aforesaid, the Holder
shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the
number of Warrant Shares as to which this Warrant was so exercised (the “Aggregate Exercise Price”) in cash or via
wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made
pursuant to a Registration Failure Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original
of this Warrant in order to effect an exercise hereunder, nor shall any ink-original signature or medallion guarantee (or other type of
guarantee or notarization) with respect to any Exercise Notice be required. Execution and delivery of an Exercise Notice with respect
to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant and issuance of a new
Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all
of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant after delivery of the
Warrant Shares in accordance with the terms hereof. On or before the first (1st) Trading Day following the date on which the
Holder has delivered an Exercise Notice, the Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation
of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent
(the “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process such Exercise
Notice in accordance with the terms herein. No later than 5:00 P.M., Eastern Time, on the second (2nd) Trading Day following the date
on which the Exercise Notice has been delivered to the Company (or such earlier date as required pursuant to the 1934 Act or other applicable
law, rule or regulation for the settlement of a trade of such Warrant Shares initiated on the applicable Exercise Date), the Company shall
(i) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities
Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled
pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian
system, or (ii) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, upon the request of
the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Exercise Notice, a certificate, registered
in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled pursuant to
such exercise. Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of
record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited
to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If
this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented
by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise and upon surrender
of this Warrant to the Company by the Holder, then, at the request of the Holder, the Company shall as soon as practicable and in no event
later than two (2) Business Days after any exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant
(in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior
to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional
shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued
shall be rounded up to the nearest whole number. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or
transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid
by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder;
provided, however, that in the event Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered
for exercise shall be accompanied by an assignment form duly executed by the Holder and the Company may require, as a condition thereto,
the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees
required for same-day processing of any Election to Purchase and all fees to the Depository Trust Company (or another established clearing
corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares. Notwithstanding the foregoing,
the Company shall deliver Warrant Shares to the Holder on or prior to the earlier of (A) two (2) Trading Days after receipt of the applicable
Exercise Notice (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement
of a trade of such Warrant Shares initiated on the applicable Exercise Date) and (B) one (1) Trading Day after the Company’s receipt
of the Aggregate Exercise Price (or valid notice of a Registration Failure Cashless Exercise) (such later date, the “Share Delivery
Date”). From the Issuance Date through and including the Expiration Date, the Company shall maintain a transfer agent that participates
in the DTC’s Fast Automated Securities Transfer Program.


 






    A-2


     


    

 


(b) Exercise
Price. For purposes of this Warrant, “Exercise Price” means $[ ], subject to adjustment as provided herein.


 


(c) Company’s
Failure to Timely Deliver Securities. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to an
Election to Purchase by the Delivery Time, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for
each $1,000 of Warrant Shares subject to such exercise (based on the closing price of the Common Stock on the date of the applicable Notice
of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue)
for each Trading Day after such Delivery Time until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees
to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. In
addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant
Shares in accordance with the provisions of Section 1(a) above pursuant to an exercise on or before the Exercise Date, and if after such
date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm
otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder
anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount,
if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock
so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver
to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation
was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares
for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of
shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder.
For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted
exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of
the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written
notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount
of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity
including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to
timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 


(d) Registration
Failure Cashless Exercise. Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at
the time of exercise hereof the Registration Statement is not effective (or the prospectus contained therein is not available for use)
for the issuance of all of the Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part
and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate
Exercise Price, elect instead to receive upon such exercise the “Net Number” of Warrant Shares determined according to the
following formula (a “Registration Failure Cashless Exercise”):


 


(A – B) (X) divided by (A), where:


 


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


 


B = the Exercise Price then in effect
for the applicable Warrant Shares at the time of such exercise.


 


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


 






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If the Warrant Shares are issued in a Registration
Failure Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the 1933 Act, the Warrant Shares
take on the registered characteristics of the Warrants being exercised. For purposes of Rule 144(d) promulgated under the 1933 Act, as
in effect on the Applicable Date, it is intended that the Warrant Shares issued in a Registration Failure Cashless Exercise shall be deemed
to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this
Warrant was originally issued pursuant to the Underwriting Agreement. The Company agrees to not take any position contrary to this Section
1(d).


 


(e) 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 to
be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed
and resolve such dispute in accordance with Section 13.


 


(f) Limitations
on Exercises. The Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to
exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void
and treated as if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution
Parties collectively would beneficially own in excess of 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%)
(the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise.
For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other
Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number
of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made,
but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of this Warrant
beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or
warrants, including other Registered Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation
on conversion or exercise analogous to the limitation contained in this Section 1(f). For purposes of this Section 1(f),
beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding
shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may
rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form 10-K,
Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the case may be, (y) a more recent public
announcement by the Company or (z) any other written notice by the Company or the Transfer Agent, if any, setting forth the number of
shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice
from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number,
the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such
Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f), to
exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be acquired pursuant to such
Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as
reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any
reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in
writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this
Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported.
In the event that the issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other
Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding
shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s
and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”)
shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess
Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return
to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder
may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of such notice)
or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i)
any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered
to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other
holder of Registered Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable
pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for
any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant
to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination
of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this Section 1(f) to the extent necessary to correct this paragraph or any portion of this paragraph which may
be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 1(f) or to make changes
or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be
waived and shall apply to a successor holder of this Warrant.


 






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2. ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and number of Warrant Shares issuable upon exercise of this
Warrant are subject to adjustment from time to time as set forth in this Section 2.


 


(a) Stock
Dividends and Splits. Without limiting any provision of Section 4, if the Company, at any time on or after the Issuance Date,
(i) pays a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise makes a distribution on any
class of capital stock that is payable in shares of Common Stock, (ii) subdivides (by any stock split, stock dividend, recapitalization
or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger number of shares or (iii) combines (by
combination, reverse stock split or otherwise) one or more classes of its then outstanding shares of Common Stock into a smaller number
of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares
of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding
immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after
the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to
clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination.


 


(b) Number
of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to this Section 2, the number of Warrant
Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment
the Aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the Aggregate Exercise Price
in effect immediately prior to such adjustment (without regard to any limitations on exercise contained herein).


 


(c) Other
Events. In the event that the Company (or any Subsidiary (as defined in the Underwriting Agreement)) shall take any action to which
the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect the Holder from dilution or if any
event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for by such provisions (including,
without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Company’s
board of directors shall in good faith determine and implement an appropriate adjustment in the Exercise Price and the number of Warrant
Shares (if applicable) so as to protect the rights of the Holder, provided that no such adjustment pursuant to this Section
2(c) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section
2, provided further that if the Holder does not accept such adjustments as appropriately protecting its interests hereunder against
such dilution, then the Company’s board of directors and the Holder shall agree, in good faith, upon an independent investment bank
of nationally recognized standing to make such appropriate adjustments, whose determination shall be final and binding absent manifest
error and whose fees and expenses shall be borne by the Company.


 


(d) Calculations.
All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100th of a share,
as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the
account of the Company, and the disposition of any such shares shall be considered an issuance or sale of Common Stock.


 


(e) Voluntary
Adjustment By Company. The Company may at any time during the term of this Warrant, subject to any required prior consent of the Principal
Market (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions), with the
prior written consent of the holders of a majority of the Registered Warrants then outstanding, reduce the then current Exercise Price
to any amount and for any period of time deemed appropriate by the board of directors of the Company.


  


3. Rights
upon distribution of assets. In addition to any adjustments pursuant to Section 2 above, if the Company shall declare
or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way
of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property, options,
evidence of indebtedness or any other assets by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement
or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such
case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein
if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations
or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately before the date on which
a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock
are to be determined for the participation in such Distribution (provided,
however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder
and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution
to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result
of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held in
abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the
other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and
any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same
extent as if there had been no such limitation).


 






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4. PURCHASE
RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a) Purchase
Rights. In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues or sells any
Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of
any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable
to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares
of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this
Warrant, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for the grant, issuance
or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are
to be determined for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the
Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding
the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent of the Maximum Percentage
(and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership)
to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until
such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum
Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial
Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had been no such limitation).


 


(b) Fundamental
Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity assumes in
writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 4(b) pursuant
to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction,
including agreements to deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument
substantially similar in form and substance to this Warrant, including, without limitation, which is exercisable for a corresponding number
of shares of capital stock equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard
to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the
exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant
to such Fundamental Transaction and the value of such shares of capital stock, such adjustments to the number of shares of capital stock
and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of
such Fundamental Transaction) and (ii) the Successor Entity (including its Parent Entity) is a publicly traded corporation whose common
stock is quoted on or listed for trading on an Eligible Market. Upon the consummation of each Fundamental Transaction, the Successor Entity
shall succeed to, and be substituted for the Company (so that from and after the date of the applicable Fundamental Transaction, the provisions
of this Warrant 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 with the same effect as if such Successor
Entity had been named as the Company herein. Upon consummation of each Fundamental Transaction, the Successor Entity shall deliver to
the Holder confirmation that there shall be issued upon exercise of this Warrant at any time after the consummation of the applicable
Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property (except such items
still issuable under Sections 3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the exercise
of this Warrant prior to the applicable Fundamental Transaction, such shares of publicly traded common stock (or its equivalent) of the
Successor Entity (including its Parent Entity) which the Holder would have been entitled to receive upon the happening of the applicable
Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without regard to
any limitations on the exercise of this Warrant), as adjusted in accordance with the provisions of this Warrant. Notwithstanding the foregoing,
and without limiting Section 1(f) hereof, the Holder may elect, at its sole option, by delivery of written notice to the Company
to waive this Section 4(b) to permit the Fundamental Transaction without the assumption of this Warrant. In addition to and not
in substitution for any other rights hereunder, prior to the consummation of each Fundamental Transaction pursuant to which holders of
shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock (a
“Corporate Event”), the Company shall make appropriate provision to insure that the Holder will thereafter have the
right to receive upon an exercise of this Warrant at any time after the consummation of the applicable Fundamental Transaction but prior
to the Expiration Date, in lieu of the shares of the Common Stock (or other securities, cash, assets or other property (except such items
still issuable under Sections 3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the exercise
of the Warrant prior to such Fundamental Transaction, such shares of stock, securities, cash, assets or any other property whatsoever
(including warrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening
of the applicable Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction
(without regard to any limitations on the exercise of this Warrant). Provision made pursuant to the preceding sentence shall be in a form
and substance reasonably satisfactory to the Holder.


 






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(c) Application.
The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and Corporate Events
and shall be applied as if this Warrant (and any such subsequent warrants) were fully exercisable and without regard to any limitations
on the exercise of this Warrant (provided that the Holder shall continue to be entitled to the benefit of the Maximum Percentage,
applied however with respect to shares of capital stock registered under the 1934 Act and thereafter receivable upon exercise of this
Warrant (or any such other warrant)).


 


5. NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its certificate of incorporation, bylaws or other organizational
documents or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance or sale
of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the
rights of the Holder. Without limiting the generality of the foregoing, the Company (a) shall not increase the par value of any shares
of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, and (b) shall take all such actions
as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common
Stock upon the exercise of this Warrant. Notwithstanding anything herein to the contrary, if after the sixty (60) calendar day anniversary
of the Issuance Date, the Holder is not permitted to exercise this Warrant in full for any reason (other than pursuant to restrictions
set forth in Section 1(f) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without limitation,
obtaining such consents or approvals as necessary to permit such exercise into shares of Common Stock.


 


6. WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a
holder of this Warrant, 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 be construed to confer upon the Holder, solely in its capacity as the Holder
of this Warrant, 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 stock, consolidation, merger, conveyance or otherwise), receive notice
of meetings, receive dividends or subscription rights, 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 this Warrant. In addition, nothing contained in this Warrant shall be construed as
imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of
the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6,
the Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company generally,
contemporaneously with the giving thereof to the stockholders.


 


7. REISSUANCE
OF WARRANTS.


 


(a) Transfer
of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will
forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder
may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total
number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to
the Holder representing the right to purchase the number of Warrant Shares not being transferred.


 


(b) Lost,
Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant (as to which a written certification and the indemnification contemplated below shall suffice as such evidence),
and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable
form (but without the obligation to post a bond) and, in the case of mutilation, upon surrender and cancellation of this Warrant, the
Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase
the Warrant Shares then underlying this Warrant.


 


(c) Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company,
for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number
of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant
Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants for fractional shares
of Common Stock shall be given.


 






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(d) Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i)
shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the
Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or Section
7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other new
Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall
have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same
rights and conditions as this Warrant.


 


8. NOTICES.
(a) General. Whenever notice is required to be given under this Warrant, including, without limitation, an Exercise
Notice, unless otherwise provided herein, such notice shall be given in writing, (i) if delivered (a) from within the domestic
United States, by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid,
electronic mail or by facsimile or (b) from outside the United States, by International Federal Express, electronic mail or
facsimile, and (ii) will be deemed given (A) if delivered by first-class registered or certified mail domestic, three (3) Business
Days after so mailed, (B) if delivered by nationally recognized overnight carrier, one (1) Business Day after so mailed, (C) if
delivered by International Federal Express, two (2) Business Days after so mailed and (D) if delivered by electronic mail, when sent
(provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does
not promptly receive an automatically generated message from the recipient’s email server that such e-mail could not be
delivered to such recipient) and (E) if delivered by facsimile, upon electronic confirmation of receipt of such facsimile, and will
be delivered and addressed as follows:


 


		(i)	if to the Company, to:



Intensity Therapeutics, Inc.


61 Wilton Road, 3rd Floor


Westport, CT 06880


Attention: Lew Bender


 


		(ii)	if to the Holder, at such address or other contact information delivered by the Holder to Company or as
is on the books and records of the Company.



 


(b) Required
Notices. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant (other than
the issuance of shares of Common Stock upon exercise in accordance with the terms hereof), including in reasonable detail a description
of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the
Holder (i) immediately upon each adjustment of the Exercise Price and the number of Warrant Shares, setting forth in reasonable detail,
and certifying, the calculation of such adjustment(s), (ii) at least ten Trading Days prior to the date on which the Company closes its
books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants,
issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders
of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation,
provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being
provided to the Holder, and (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental Transaction. To the extent
that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of its Subsidiaries,
the Company shall simultaneously file such notice with the SEC pursuant to a Current Report on Form 8-K. It is expressly understood and
agreed that the time of execution specified by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged
by the Company.


 


9. AMENDMENT
AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant (other than Section 1(f)) may be amended
and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company
has obtained the written consent of the Holder. No waiver shall be effective unless it is in writing and signed by an authorized representative
of the waiving party.


 


10. SEVERABILITY.
If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction,
the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that
it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining
provisions of this Warrant so long as this Warrant as so modified continues to express, without material change, the original intentions
of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question
does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the
benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,
invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,
invalid or unenforceable provision(s).


 






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11. GOVERNING
LAW. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to the Company
at its principal executive office and agrees that such service shall constitute good and sufficient service of process and notice thereof.
The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York,
Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or
that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing
suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to the Holder,
to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the
Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


12. CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against
any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect
the interpretation of, this Warrant.


 


13. REMEDIES,
CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative
and in addition to all other remedies available under this Warrant, at law or in equity (including a decree of specific performance and/or
other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual and consequential damages for any failure
by the Company to comply with the terms of this Warrant. The Company covenants to the Holder that there shall be no characterization concerning
this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, exercises
and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided
herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of
its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate.
The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled,
in addition to all other available remedies, to specific performance and/or temporary, preliminary and permanent injunctive or other equitable
relief from any court of competent jurisdiction in any such case without the necessity of proving actual damages and without posting a
bond or other security. The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable
the Holder to confirm the Company’s compliance with the terms and conditions of this Warrant (including, without limitation, compliance
with Section 2 hereof). The issuance of shares and certificates for shares as contemplated hereby upon the exercise of this Warrant
shall be made without charge to the Holder or such shares for any issuance tax or other costs in respect thereof, provided that the Company
shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate
in a name other than the Holder or its agent on its behalf.


 


14. PAYMENT
OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Warrant is placed in the hands of an attorney for collection or enforcement
or is collected or enforced through any legal proceeding or the holder otherwise takes action to collect amounts due under this Warrant
or to enforce the provisions of this Warrant or (b) there occurs any bankruptcy, reorganization, receivership of the company or other
proceedings affecting company creditors’ rights and involving a claim under this Warrant, then the Company shall pay the costs incurred
by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other
proceeding, including, without limitation, attorneys’ fees and disbursements.


 






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15. TRANSFER.
This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company.


  


16. CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


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


 


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


 


(c) “Affiliate”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control
with, such Person, it being understood for purposes of this definition that “control” of a Person means the power directly
or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors of such Person or direct
or cause the direction of the management and policies of such Person whether by contract or otherwise.


 


(d) “Attribution
Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder funds
or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by the Holder’s
investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing,
(iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (iv) any other
Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated with the Holder’s and the other
Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of the foregoing is to subject collectively
the Holder and all other Attribution Parties to the Maximum Percentage.


 


(e) “Bloomberg”
means Bloomberg, L.P.


 


(f) “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed.


 


(g) “Common
Stock” means (i) the Company’s shares of common stock, $0.001 par value per share, and (ii) any capital stock into which
such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.


 


(h) “Convertible
Securities” means any stock or other security (other than Options) that is 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, any shares
of Common Stock.


 


(i) “Eligible
Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, the
Nasdaq Capital Market or the Principal Market.


 


(j) “Expiration
Date” means the date that is the fifth anniversary of the Issuance Date or, if such date falls on a day other than a Business
Day or on which trading does not take place on the Principal Market (a “Holiday”), the next date that is not a Holiday.


 






    A-10


     


    

 


(k) “Fundamental
Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise,
in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another
Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of
the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more Subject Entities,
or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its Common Stock be subject
to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least either
(x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of Common Stock calculated as if any shares of Common
Stock held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender
or exchange offer were not outstanding; or (z) such number of shares of Common Stock such that all Subject Entities making or party to,
or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial
owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock
or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off
or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire,
either (x) at least 50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated
as if any shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making or
party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number of shares of Common Stock
such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50%
of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its Common Stock, (B) that the Company shall,
directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, allow any Subject
Entity individually or the Subject Entities in the aggregate to be or become the “beneficial owner” (as defined in Rule 13d-3
under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange,
reduction in outstanding shares of Common Stock, merger, consolidation, business combination, reorganization, recapitalization, spin-off,
scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of either (x) at least
50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock, (y) at least 50% of the aggregate ordinary
voting power represented by issued and outstanding Common Stock not held by all such Subject Entities as of the date of this Warrant calculated
as if any shares of Common Stock held by all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary
voting power represented by issued and outstanding shares of Common Stock or other equity securities of the Company sufficient to allow
such Subject Entities to effect a statutory short form merger or other transaction requiring other shareholders of the Company to surrender
their shares of Common Stock without approval of the shareholders of the Company or (C) directly or indirectly, including through subsidiaries,
Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any other instrument or transaction
structured in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed
and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this
definition or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or
transaction.


 


(l) “Group”
means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.


 


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


 


(n) “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent
equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent
Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.


 






    A-11


     


    

 


(o) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity or a government or any department or agency thereof.


 


(p) “Principal
Market” means the Nasdaq Capital Market.


 


(q) “SEC”
means the United States Securities and Exchange Commission or the successor thereto.


 


(r) “Subject
Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.


 


(s) “Successor
Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any Fundamental
Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been
entered into.


 


(t) “Trading
Day” means, as applicable, (x) with respect to all price or trading volume determinations relating to the Common Stock, any
day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the
Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded, provided that “Trading
Day” shall not include any day on which the Common Stock is 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 4:00:00
p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or (y) with respect to all determinations
other than price determinations relating to the Common Stock, any day on which The New York Stock Exchange (or any successor thereto)
is open for trading of securities.


 


(u) “VWAP”
means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the
Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market
on which such security is then traded) during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York
time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the
dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security
during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if
no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing
bid price and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets”
by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the VWAP cannot be calculated for such security on such date on any of the foregoing
bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If
the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance
with the procedures in Section 13. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock
combination, recapitalization or other similar transaction during such period.


 


[signature page follows]


 




    A-12


     


    

 


IN WITNESS WHEREOF,
the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.


 


	 	INTENSITY THERAPEUTICS, INC.


 


	 	By:	 
	 	Name: 	 
	 	Title:	 


 


[Signature Page to Form of Warrant]


 




     


     


    

 


EXHIBIT A


 


EXERCISE NOTICE


TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE
THIS


WARRANT TO PURCHASE COMMON STOCK


INTENSITY THERAPEUTICS, INC.


 


The undersigned holder hereby
exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of Intensity Therapeutics,
Inc., a Delaware corporation (the “Company”), evidenced by Warrant to Purchase Common Stock No. _______ (the “Warrant”).
Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


1.       Form
of Exercise Price. The Holder intends that payment of the Aggregate Exercise Price shall be made as:


 


____________ a “Cash
Exercise” with respect to _________________ Warrant Shares; and/or


 


____________ a “Registration
Failure Cashless Exercise” with respect to _________________ Warrant Shares by the cancellation of such number of Warrant Shares
as is necessary, in accordance with the formula set forth in Section 1(d), to exercise this Warrant with respect to the above number of
Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in Section 1(d).


 


2.       Payment
of Exercise Price. In the event that the Holder has elected a Cash Exercise with respect to the Warrant Shares to be issued pursuant
hereto, the Holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms
of the Warrant.


 


3.       Delivery
of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ Warrant Shares in
accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows:


 


		☐	Check here if requesting delivery as a certificate to the following name and to the following address:



 


		Issued to:	 
	 	 	 
	 	 	 



 


		☐	Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:



 


DTC Participant: ______________________________________________________________


DTC Number: ________________________________________________________________


Account Number: _____________________________________________________________


Date:                      __________ __,


 


________


Name of Registered Holder


 


	By:	 
	Name:	 
	Title:	 
	 	 
	Tax ID:	 
	Facsimile:	 
	E-mail Address:  	 


 




    A-1


     


    

 


EXHIBIT B


 


ACKNOWLEDGMENT


 


The Company hereby acknowledges
this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with
the Transfer Agent Instructions dated _________, 20__, from the Company and acknowledged and agreed to by _______________.


 


	 	INTENSITY THERAPEUTICS, INC.
	 	 	                        
	 	By:	 
	 	Name: 	 
	 	Title:	 


 


 


B-1