EXHIBIT 4.2


 


THIS WARRANT AND THE UNDERLYING
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE
SECURITIES LAWS. EXCEPT AS SET FORTH IN SECTION 6.3 BELOW, THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED, TRANSFERRED,
OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES
LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT
OR APPLICABLE SECURITIES LAWS.


 


IBIO, INC.


 


WARRANT TO PURCHASE STOCK


 


This WARRANT TO PURCHASE
STOCK (as amended and in effect from time to time, this “Warrant”) is issued as of the issue date set forth on Schedule
I hereto (the “Issue Date”) by iBio, Inc., a Delaware corporation (the “Company”) to Bryan Capital
Investors LLC, a Texas limited liability company, (together with any successor or permitted assignee or transferee of this Warrant or
of any shares issued upon exercise hereof, “Holder”). The parties agree as follows:


 


SCHEDULE I. WARRANT PROVISIONS.


 


	Warrant Section	Warrant Provision
	Recitals – “Issue Date”	November 1, 2021.
	1.1 – “Class”	Common  Stock
	1.1 – “Exercise Price”	One Dollar and Thirty-Three Cents ($1.33)    
	1.2– “Shares”	One Million, Two Hundred Eighty-Nine Thousand, Five Hundred and Eighty-One (1,289,581)
	6.1(a) – “Expiration Date”	October 10, 2026



 


SECTION 1.            
RIGHT TO PURCHASE SHARES.


 


1.1.          Grant of Right. For good and valuable consideration, the Company hereby grants to the Holder the right to purchase from
the Company up to the number of fully paid and non-assessable shares (as determined
pursuant to Section 1.2 below) of the class set forth on Schedule I hereto (the “Class”), at a purchase price per
Share set forth on Schedule I hereto (the “Exercise Price”), subject to the provisions and upon the terms and conditions
set forth in this Warrant.


 


1.2.          Number of Shares. This Warrant shall be exercisable for the number of shares of the Class as set forth on Schedule I hereto
(the “Shares”).


 






    1 


     


    

 


SECTION 2.            
EXERCISE.


 


2.1.          Method
of Exercise. Holder may exercise this Warrant in whole or in part at any time and from time to time prior to the expiration or earlier
termination of this Warrant, by delivering to the Company the original of this Warrant together with a duly executed Notice of Exercise,
in substantially the form attached hereto as Appendix 1 and, unless Holder is exercising this Warrant pursuant to a cashless exercise
set forth in Section 2.2 below, a check, wire transfer of same-day funds (to an account designated by the Company), or other form of
payment acceptable to the Company for the aggregate Exercise Price for the Shares being purchased. Notwithstanding any contrary provision
herein, to the extent that the original of this Warrant is an electronic original, in no event shall an original ink-signed paper copy
of this Warrant be required for any exercise of a Holder’s rights hereunder, nor shall this Warrant or any physical copy hereof
be required to be physically surrendered at the time of any exercise hereof.


 


2.2.          Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Exercise Price in the manner
specified in Section 2.1 above, Holder may elect to surrender to the Company Shares having an aggregate value equal to the aggregate
Exercise Price. If Holder makes such election, the Company shall issue to Holder such number of fully paid and non-assessable Shares
determined by the following formula:


 


X = Y(A-B)/A


 


where:


 


		X =	the number of Shares to be issued to Holder;



 


		Y =	the number of Shares with respect to which this Warrant is being
exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Exercise Price);



 


		A =	the fair market value (as determined pursuant to Section 2.3
below) of one Share; and



 


		B =	the Exercise Price.



 


2.3.          Fair
Market Value. If shares of the Company’s common stock are then traded or quoted on a nationally recognized securities exchange,
inter-dealer quotation system or over-the-counter market (a “Trading Market”) and the Class is common stock, the fair
market value of a Share shall, provided the exercise of the Warrant is delivered during an active trading session, be the closing price
or last sale price of a share of the Company’s common stock reported for the Business Day immediately before the date on which
Holder delivers this Warrant together with its Notice of Exercise to the Company. If notice is delivered after the trading session has
closed, the fair market value of the Share shall be the closing price or last sale price of a share of the Company’s common stock
reported for the Business Day on which Holder delivers this Warrant together with its Notice of Exercise to the Company. If shares of
the Company’s common stock are not then traded in a Trading Market, the Board of Directors of the Company shall determine the fair
market value of a Share in its reasonable good faith judgment.


 


2.4.          Delivery
of Certificate and New Warrant. Within a reasonable time after Holder exercises this Warrant in the manner set forth in Sections
2.1 or 2.2 above, the Company shall deliver to Holder a certificate (or, in the case of uncertificated securities, provide notice of
book entry) representing the Shares issued to Holder upon such exercise and, if this Warrant has not been exercised with respect to each
covered Share and has not expired, a new warrant of like tenor representing the Shares not so acquired (or surrendered in payment of
the aggregate Exercise Price).


 


2.5.          Replacement of Warrant.


 


(a)           Paper Original Warrant. To the extent that the original of this Warrant is a paper original, on receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction,
on delivery of an indemnity agreement reasonably satisfactory in form, substance and amount to the Company or, in the case of mutilation,
on surrender of this Warrant to the Company for cancellation, the Company shall, within a reasonable time, execute and deliver to Holder,
in lieu of this Warrant, a new warrant of like tenor and amount.


 






    2 


     


    

 


(b)           Electronic Original Warrant. To the extent that the original of this Warrant is an electronic original, if at any time
this Warrant is rejected by any person (including, but not limited to, paying or escrow agents) or any such person fails to comply with
the terms of this Warrant based on this Warrant being presented to such person as an electronic record or a printout hereof, or any signature
hereto being in electronic form, the Company shall, promptly upon Holder’s request and without indemnity, execute and deliver to
Holder, in lieu of electronic original versions of this Warrant, a new warrant of like tenor and amount in paper form with original ink
signatures.


 


2.6.          Treatment of Warrant Upon Acquisition of Company.


 


(a)           Acquisition.
 “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license,
or other disposition of all or substantially all of the assets of the Company; (ii) any merger or consolidation of the Company into or
with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or
any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger,
consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding
voting power immediately after such merger, consolidation or reorganization; or (iii) any sale or other transfer by the stockholders
of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power. For the
avoidance of doubt, “Acquisition” shall not include any sale and issuance by the Company of shares of its capital stock or
of securities or instruments exercisable for or convertible into, or otherwise representing the right to acquire, shares of its capital
stock to one or more investors for cash in a transaction or series of related transactions the primary purpose of which is a bona fide
equity financing of the Company.


 


(b)           Treatment of Warrant in Cash/Public Acquisition. In the event of an Acquisition in which the consideration to be received
by the holders of the outstanding shares of the Class (in their capacity as such) consists solely of cash, solely of Marketable Securities
(as hereinafter defined) or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”) , and the
fair market value of one Share as determined in accordance with Section 2.3 above would be greater than the Exercise Price in effect
as of immediately prior to the closing of such transaction, and Holder has not previously exercised this Warrant in full, then, in lieu
of Holder’s exercise of the unexercised portion of this Warrant, this Warrant shall, as of immediately prior to such closing (but
subject to the occurrence thereof) automatically cease to represent the right to purchase Shares and shall, from and after such closing,
represent solely the right to receive the aggregate consideration in the form to be paid for other shares of the Class, that would have
been payable in such transaction on and in respect of all Shares for which this Warrant was exercisable as of immediately prior to the
closing thereof, net of the aggregate Exercise Price therefor, as if such Shares had been issued and outstanding to Holder as of immediately
prior to such closing, as and when such consideration is paid to the holders of the outstanding shares of the Class. In the event of
a Cash/Public Acquisition in which the fair market value of one Share as determined in accordance with Section 2.3 above would be
equal to or less than the Exercise Price in effect as of immediately prior to the closing of such Cash/Public Acquisition, then this
Warrant, including all rights relating to any unvested Shares, will automatically and without further action of any party terminate as
of immediately prior to such closing.


 


(c)           Treatment
of Warrant in non-Cash/Public Acquisition. Upon the closing of any Acquisition other than a Cash/Public Acquisition, the acquiring,
surviving or successor entity shall assume this Warrant and the Company’s obligations hereunder, and this Warrant shall thereafter
be exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised
portion of this Warrant as if such Shares were outstanding on and as of the closing of such Acquisition, at an aggregate Exercise Price
equal to the aggregate Exercise Price in effect as of immediately prior to such closing, all subject to further adjustment from time
to time thereafter in accordance with the provisions of this Warrant.


 


(d)           Marketable
Securities. “Marketable Securities” means securities meeting all of the following requirements (determined
as of immediately prior to the closing of the Acquisition): (i) the issuer thereof is then subject to the reporting requirements of Section
13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is then current in
its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other
security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or
prior to the closing thereof is then traded in a Trading Market, and (iii) following the closing of such Acquisition, Holder would not
be restricted from publicly re-selling all of the issuer’s shares and/or other securities that would be received by Holder in such
Acquisition were Holder to exercise this Warrant in full on or prior to the closing of such Acquisition, except to the extent that any
such restriction (x) arises solely under federal or state securities laws, rules or regulations, and (y) does not extend beyond six (6)
months from the closing of such Acquisition. Notwithstanding the foregoing provisions of this Section 2.6(d), securities held in escrow
or subject to holdback to cover indemnification-related claims shall be deemed to be Marketable Securities if they would otherwise be
Marketable Securities but for the fact that they are held in escrow or subject to holdback to cover indemnification-related claims.


 






    3 


     


    

 


SECTION 3.            
CERTAIN ADJUSTMENTS TO THE SHARES, CLASS AND EXERCISE PRICE.


 


3.1.          Stock Dividends, Splits, Etc. If the Company declares or pays a dividend or distribution on the outstanding shares of the
Class payable in additional shares of the Class (including fractional shares) or other securities or property (other than cash), then
upon exercise of this Warrant, for each Share acquired, Holder shall receive, without additional cost to Holder, the total number and
kind of securities and property which Holder would have received had Holder owned the Shares of record as of the date the dividend or
distribution occurred. If the Company subdivides the outstanding shares of the Class by reclassification or otherwise into a greater
number of shares, the number of Shares purchasable hereunder shall be proportionately increased, even if such number would include fractional
shares, and the Exercise Price shall be proportionately decreased. If the outstanding shares of the Class are combined or consolidated,
by reclassification or otherwise, into a lesser number of shares, the Exercise Price shall be proportionately increased and the number
of Shares shall be proportionately decreased, even if such number would include fractional shares.


 


3.2.          Reclassification, Exchange, Combination or Substitution. Upon any event whereby all of the outstanding shares of the Class
are reclassified, exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different class and/or
series, then from and after the consummation of such event, “Class” shall mean such securities and this Warrant will be exercisable
for the number of such securities that Holder would have received had the Shares been outstanding on and as of the consummation of such
event, at an aggregate Exercise Price equal to the aggregate Exercise Price in effect as of immediately prior to such event, all subject
to further adjustment thereafter from time to time in accordance with the provisions of this Warrant. The provisions of this Section
3.2 shall similarly apply to successive reclassifications, exchanges, combinations, substitutions, replacements or other similar events.


 


3.3.          Adjustment to Exercise Price on Cash Dividend. In the event that the Company at any time or from time to time prior
to the exercise in full of this Warrant pays any cash dividend on the outstanding shares of the Class or makes any cash distribution
on or in respect of all outstanding shares of the Class (other than a distribution of cash proceeds received by the Company in connection
with an Acquisition described in Section 2.6(a)(i) above), then on and as of the date of each such dividend payment and/or distribution,
the Exercise Price shall be reduced by an amount equal to the amount paid or distributed upon or in respect of each outstanding share
of the Class; provided that in no event shall the Exercise Price be reduced below the then-par value, if any, of a share of the Class.


 


3.4.          No Fractional Share.
No fractional Share shall be issued upon exercise of this Warrant, and the number of Shares to be issued shall be rounded down to the
nearest whole Share. If a fractional Share interest arises upon any exercise of this Warrant, the Company shall eliminate such fractional
Share interest by paying Holder in cash an amount equal to (a) such fractional interest, multiplied by (b)(i) the fair market value (as
determined in accordance with Section 2.3 above) of a full Share, less (ii) the then-effective Exercise Price (the “Fractional
Share Value”), unless Holder otherwise elects, in its sole discretion, to waive such payment. Notwithstanding any contrary
provision herein, if this Warrant becomes exercisable for a fractional Share interest at any time or from time to time prior to the exercise
in full of this Warrant, and the Company eliminates such fractional Share interest prior to any exercise of this Warrant, then the then-effective
Exercise Price shall be reduced by an amount equal to the Fractional Share Value, unless Holder otherwise elects, in its sole discretion,
to waive such reduction.


 


3.5.          Certificate as to Adjustments. Within a reasonable time following each adjustment of the Exercise Price, Class and/or number
of Shares pursuant to the terms of this Warrant, the Company, at its expense and upon written request by Holder, shall deliver a certificate
of its Chief Financial Officer or other authorized officer to Holder setting forth the adjustments to the Exercise Price, Class and/or
number of Shares and the facts upon which such adjustments are based. The Company shall, at any time and from time to time within a reasonable
time following Holder’s written request and at the Company’s expense, furnish Holder with a certificate of its Chief Financial
Officer or other authorized officer setting forth the then-current Exercise Price, Class and number of Shares and the computations or
other determinations thereof.


 






    4 


     


    

 


SECTION 4.            
REPRESENTATIONS AND COVENANTS OF THE COMPANY.


 


4.1.          Representations and Warranties. The Company represents and warrants to, and agrees with, Holder as follows:


 


All Shares which may be issued
upon the exercise of this Warrant, shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, and free
of any liens and encumbrances except for (i) restrictions on transfer provided for herein or under the Company’s Certificate of
Incorporation and Bylaws, each as amended and in effect from time to time (the “Charter Documents”) and (ii) each
other agreement entered into among the Company and holders of the outstanding shares of the Class, each as may be amended and in effect
from time to time or applicable federal and state securities laws. The Company covenants that it shall at all times cause to be reserved
and kept available out of its authorized and unissued capital stock such number of shares of the Class and other securities as will be
sufficient to permit the exercise in full of this Warrant.


 


4.2.          Notice of Certain Events. If the Company proposes at any time to:


 


(a)           declare any dividend or distribution upon the outstanding shares of the Class, whether in cash, stock or other securities or property
and whether or not a regular cash dividend;


 


(b)           offer for subscription or sale pro rata to all holders of the outstanding shares of the Class any additional securities of the
Company (other than pursuant to contractual pre-emptive or first refusal rights);


 


(c)           effect any redemption, reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding
shares of the Class; or


 


(d)           effect an Acquisition, or to liquidate, dissolve or wind up the Company;


 


then, in connection with each such event, the
Company shall give Holder (pursuant to Section 6.4 below):


 


		(1)	in the case of the matters referred to in
                                            (a) and (b) above, at least seven (7) Business Days prior written notice of the earlier to
                                            occur of the effective date thereof or the date on which a record will be taken for such
                                            dividend, distribution, or subscription rights (and specifying the date on which the holders
                                            of outstanding shares of the Class will be entitled thereto) or for determining rights to
                                            vote, if any; and



 


		(2)	in the case of the matters referred to in
                                            (c) and (d) above, at least seven (7) Business Days prior written notice of the date when
                                            the same will take place (and specifying the date on which the holders of outstanding shares
                                            of the Class will be entitled to exchange their shares for the securities or other property
                                            deliverable upon the occurrence of such event and such reasonable information as Holder may
                                            reasonably require regarding the treatment of this Warrant in connection with such event
                                            giving rise to the notice).



 


4.3.          Certain Company Information. The Company will provide such information requested by Holder from time to time, within a
reasonable time following each such request, that is reasonably necessary to
enable Holder to comply with Holder’s accounting or reporting requirements.


 






    5 


     


    

 


SECTION 5.            
REPRESENTATIONS AND COVENANTS OF HOLDER.


 


Holder represents and warrants to, and agrees with, the
Company as follows:


 


5.1.          Investment Representations.


 


(a)           Purchase for Own Account. This Warrant and the Shares to be acquired upon exercise hereof are being acquired for investment
for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of
the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares.


 


(b)           Disclosure of Information. Holder is aware of the Company’s business
affairs and financial condition and has received or has had full access to all the information it considers necessary or appropriate
to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. Holder further
has had an opportunity to ask questions of and receive answers from the Company regarding the terms and conditions of the offering of
this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information
or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which Holder
has access.


 


(c)           Investment Experience. Holder understands that the purchase of this Warrant and its underlying securities involves substantial
risk. Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear
the economic risk of such Holder’s investment in this Warrant and its underlying securities for an indefinite period of time, and
has such knowledge and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment
in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain
of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business
acumen and financial circumstances of such persons.


 


(d)           Accredited Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated
under the Act.


 


(e)           The Act. Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under
the Act or registered or qualified under the securities laws of any state, and are issued in reliance upon specific exemptions therefrom,
which exemptions depend upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. Holder
understands that the Company is under no obligation to so register or qualify this Warrant, the Shares, or such other securities. Holder
understands that this Warrant and the Shares issued upon any exercise hereof are “restricted securities” under applicable
federal and state securities laws and must be held indefinitely unless subsequently registered under the Act and registered or qualified
under applicable state securities laws, or unless exemptions from such registration and qualification are otherwise available. Holder
is aware of the provisions of Rule 144 promulgated under the Act.


 


5.2.          No Stockholder Rights. Without limiting any provision of this Warrant, Holder agrees that as a Holder of this Warrant it
will not have any rights (including, but not limited to, voting rights) as a stockholder of the Company with respect to the Shares issuable
hereunder unless and until the exercise of this Warrant and then only with respect to the Shares issued on such exercise.


 


SECTION 6.            
MISCELLANEOUS.


 


6.1.          Term; Automatic Cashless Exercise Upon Expiration.


 


(a)           Term.
Subject to the provisions of Section 2.6 above, this Warrant is exercisable in whole or in part at any time and from time to time on
or before 6:00 PM, Pacific time, on the expiration date set forth on Schedule I hereto (the “Expiration Date”) and
shall be void thereafter; provided that if the Company does not deliver to Holder written confirmation of the fair market value of a
Share pursuant to Section 6.1(b) below, then the Expiration Date shall automatically be extended until the earlier to occur of (i) such
date as the Company delivers such written confirmation and (ii) six (6) months after the Expiration Date.


 






    6 


     


    

 


(b)           Automatic Cashless Exercise upon Expiration. In the event that, upon the Expiration Date, the fair market value of one
Share as determined in accordance with Section 2.3 above is greater than the Exercise Price in effect on such date, then this Warrant
shall automatically be deemed on and as of such date to be exercised pursuant to Section 2.2 above as to all Shares for which it shall
not previously have been exercised, and the Company shall, within a reasonable time following Holder’s written request, deliver
a certificate (or, in the case of uncertificated securities, provide notice of book entry) representing the Shares issued to Holder upon
such exercise.


 


6.2.          Legends. Each certificate or notice of book entry evidencing Shares shall be imprinted with a legend in substantially
the following form and consistent with the legends imprinted on certificates or book entries relating to other shares of the Class (together
with such additional legends as may be required by the Charter Documents or under any Stockholders’ Agreement):


 


THE SHARES EVIDENCED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE
AND, EXCEPT AS SET FORTH IN THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO BRYAN CAPITAL INVESTORS LLC DATED NOVEMBER
1, 2021, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION
OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.


 


And, if then applicable, a legend in
substantially the following form:


 


THE SECURITIES EVIDENCED BY THIS
CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF
THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AS SET FORTH IN THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER
TO BRYAN CAPITAL INVESTORS LLC DATED NOVEMBER 1, 2021, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE.
SUCH RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SECURITIES.


 


6.3.          Compliance
with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise hereof may not be transferred or assigned in whole
or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without
limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably
requested by the Company).


 


6.4.          Notices. All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed
delivered and effective (i) when given personally, (ii) on the third (3rd) Business Day after being mailed by first-class registered
or certified mail, postage prepaid, (iii) upon actual receipt if given by electronic mail and such receipt is confirmed in writing by
the recipient, or (iv) on the first Business Day following delivery to a reliable overnight courier service, courier fee prepaid, in
any case at such address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company or such Holder
from time to time in accordance with the provisions of this Section 6.4. All notices to Holder shall be addressed as follows until the
Company receives notice of a change of address in connection with a transfer or otherwise:


 


All notices to the Holder
shall be addressed as follows until the Company receives notice of a change in address:


 






    7 


     


    

 


Timothy Sullivan,


c/o Bryan Capital LLC,


3811 Turtle Creek Blvd., Suite 975,


Dallas, TX, 75219.


Email: tsullivan@dartinterests.com


 


with a copy to: Vinson & Elkins L.L.P.


2001 Ross Avenue, Suite 3900


Dallas, Texas 75201


Attention: Prentiss Cutshaw


Email address: pcutshaw@velaw.com


Reference: KBD550/16000


 


All notices to the Company
shall be addressed as follows until Holder receives notice of a change in address:


 


	iBio, Inc.

    8800 HSC Parkway

    Bryan, Texas 77807

    Attention: Robert Lutz

    Email address: rob.lutz@ibioinc.com

     

	with a copy to: Venable
    LLP

    750 East Pratt Street, Suite 900

    Baltimore, Maryland 21201

    Attention: Charles Morton

    Email address: CJMorton@Venable.com



 


6.5.          Amendment and Waiver. This Warrant may be amended and any provision hereof waived (either generally or in a particular
instance and either retroactively or prospectively) only by an instrument in writing signed by Holder and any party against which enforcement
of such amendment or waiver is sought.


 


6.6.          Counterparts; Electronic Signatures; Status as Certificated Security.
This Warrant may be executed by one or more of the parties hereto in any number of separate counterparts, all of which together shall
constitute one and the same instrument. The Company, Holder and any other party hereto may execute this Warrant by electronic means and
each party hereto recognizes and accepts the use of electronic signatures and the keeping of records in electronic form by any other
party hereto in connection with the execution and storage hereof. To the extent that this Warrant or any agreement subject to the terms
hereof or any amendment hereto is executed, recorded or delivered electronically, it shall be binding to the same extent as though it
had been executed on paper with an original ink signature, as provided under applicable law, including, without limitation, any state
law based on the Uniform Electronic Transactions Act. The fact that this Warrant is executed, signed, stored or delivered electronically
shall not prevent the transfer by any Holder of this Warrant pursuant to Section 6.3 or the enforcement of the terms hereof. To the extent
that the original of this Warrant is an electronic original, this Warrant, and any copies hereof, shall NOT be deemed to be a “certificated
security” within the meaning of Section 8102(a)(4) of the California Commercial Code. Physical possession of the original of this
Warrant or any paper copy thereof shall confer no special status to the bearer thereof.


 


6.7.          Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect
the meaning of any provision of this Warrant.


 


6.8.          Business Days. “Business Day” means any day that is
not a Saturday, Sunday, or a day on which banks in Delaware are closed.


 






    8 


     


    

 


SECTION 7.            
GOVERNING LAW, VENUE AND JURY TRIAL WAIVER; JUDICIAL REFERENCE.


 


7.1.          Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware, without
giving effect to its principles regarding conflicts of law.


 


7.2.          Jurisdiction and Venue. The Company and Holder each irrevocably and unconditionally submit to the exclusive jurisdiction
of the Court of Chancery of the State of Delaware; provided, however, that nothing in this Warrant shall be deemed to operate to preclude
Holder from bringing suit or taking other legal action in any other jurisdiction to enforce a judgment or other court order in favor
of Holder. The Company expressly, irrevocably and unconditionally submits and consents in advance to such jurisdiction in any action
or suit commenced in any such court, and the Company hereby irrevocably and unconditionally waives, to the fullest extent permitted by
applicable law, any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and
hereby irrevocably and unconditionally consents to the granting of such legal or equitable relief as is deemed appropriate by such court.
The Company hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that
service of such summons, complaints, and other process may be made by registered or certified mail addressed to the Company in accordance
with Section 6.4 of this Warrant and that service so made shall be deemed completed upon the earlier to occur of the Company’s
actual receipt thereof of three (3) days after deposit in the U.S. mails, proper postage prepaid.


 


7.3.          Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND HOLDER EACH WAIVES ITS RIGHT TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS WARRANT, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL
OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE PARTIES’ AGREEMENT TO THIS WARRANT. EACH PARTY HERETO HAS REVIEWED THIS
WAIVER WITH ITS COUNSEL.


 


7.4.          Survival. This Section 7 shall survive the termination of this Warrant.


 


[Signature page follows]


 






    9 


     


    

 





IN WITNESS WHEREOF,
the parties have caused this Warrant To Purchase Stock to be executed by their duly authorized representatives effective as of the Issue
Date written above.


 


	 	COMPANY:
	 	 
	 	IBIO, INC.
	 	 
	 	 
	 	By:	/s/ Robert Lutz
	 	Name: Robert Lutz
	 	Title: Chief Financial and Business Officer




 


 


SIGNATURE PAGE


TO WARRANT TO PURCHASE STOCK


 






    


     


    

 


	 	HOLDER:
	 	 
	 	BRYAN CAPITAL INVESTORS LLC
	 	 
	 	 
	 	/s/ Tim Sullivan
	 	 
	 	Tim Sullivan, Chief Financial Officer




 


 


SIGNATURE PAGE TO 

WARRANT TO PURCHASE STOCK


 






    


     


    

 





APPENDIX 1


 


Form of Notice of Exercise of Warrant


 


1.             The undersigned Holder hereby exercises its right to purchase ___________ shares of the [______ Common Stock] of IBIO, INC. (the
 “Company”) in accordance with the attached Warrant To Purchase Stock, and tenders payment of the aggregate Exercise
Price for such shares as follows:


 


		 ̈	Check in the amount of $________ payable to order of the Company
enclosed herewith



 


		 ̈	Wire transfer of immediately available funds to the Company’s
account



 


		 ̈	Cashless exercise pursuant to Section 2.2 of the Warrant, resulting
in the issuance of __________________ shares of the [_____] Common Stock of the Company



 


		 ̈	Other [Describe] __________________________________________



 


2.             Please issue a certificate or certificates (or evidence of book entry) representing the Shares in the name specified below:


 


 


___________________________________________


Holder’s Name


 


___________________________________________


 


___________________________________________


(Address)


 


3.             By its execution below and for the benefit of the Company, Holder hereby makes each of the representations and warranties set
forth in Section 5.1 of the Warrant To Purchase Stock as of the date.


 


 


	 	HOLDER:
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	(Date):	 




 


 


Appendix 1