Exhibit 10.5


 


 


 


 


 


 


 


THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER
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 SECTIONS 5.3 AND 5.4 BELOW, 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 COMPANY,
SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.


 


WARRANT TO PURCHASE STOCK


 


	Company:
    	NAVIDEA
    BIOPHARMACEUTICALS, INC., a Delaware corporation
	Number of Shares:
    	[____] 
	Type/Series of
    Stock:	Common Stock
	Warrant Price:
    	$1.918 per share
	Issue Date: 	March 4, 2014
	Expiration Date:
    	March 4, 2021
    See also Section 5.1(b).
	Credit Facility:	This Warrant to Purchase Stock (“Warrant”)
        is issued in connection with that certain Loan and Security Agreement of even date herewith among Oxford Finance LLC,
        as Lender and Collateral Agent, the Lenders from time to time party thereto, and the Company (as modified, amended and/or
        restated from time to time, the “Loan Agreement”).

         



 


THIS WARRANT CERTIFIES
THAT, for good and valuable consideration, OXFORD FINANCE LLC (“Oxford” and, together with any successor or
permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is
entitled to purchase the number of fully paid and non-assessable shares (the “Shares”) of the above-stated
Type/Series of Stock (the “Class”) of the above-named company (the “Company”) at the above-stated
Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon
the terms and conditions set forth in this Warrant.


 


SECTION
1. EXERCISE.


 


1.1 Method of Exercise.
Holder may at any time and from time to time exercise this Warrant, in whole or in part, 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 1.2, 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 Warrant
Price for the Shares being purchased.


 


1.2  Cashless Exercise. On
any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above,
but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this
Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such
number of fully paid and non-assessable Shares as are computed using the following formula:


 





 





	X =	Y(A-B)/A
	 	 



 


where:


	 	 
	X =	the number of Shares to be issued to the 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 Warrant Price);
	 	 
	A =	the Fair Market Value (as determined pursuant to Section 1.3 below)
of one Share; and
	 	 
	B =	the Warrant Price.







 


 


 




	1




	 


 


 


1.3  Fair Market
Value. The fair market value of a Share shall be the closing price or last sale price of a share of 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 the Company’s common stock is not 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.


 


1.4  Delivery of
Certificate and New Warrant. Within a reasonable time after Holder exercises this Warrant in the manner set forth in Section
1.1 or 1.2 above, the Company shall deliver to Holder a certificate representing the Shares issued to Holder upon such exercise
and, if this Warrant has not been fully exercised and has not expired, a new warrant of like tenor representing the Shares not
so acquired.


 


1.5  Replacement
of Warrant. 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.


 


1.6 Treatment of
Warrant Upon Acquisition of Company.


 


(a)  Acquisition.
For the purpose of this Warrant, “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, if such Company stockholders beneficially own a majority of the outstanding voting power of the surviving or successor entity
as of immediately after such merger, consolidation or reorganization, such surviving or successor entity is not the Company);
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.


 


(b)  Treatment of
Warrant at Acquisition. In the event of an Acquisition in which the consideration to be received by the Company’s stockholders
consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public
Acquisition”), either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will
be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not
to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition.


 


(c) The Company shall
provide Holder with written notice of the Cash/Public Acquisition (together with such reasonable information as Holder may reasonably
require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such
notice), which is to be delivered to Holder not less than seven (7) Business Days prior to the closing of the proposed Cash/Public
Acquisition. In the event the Company does not provide such notice, then if, immediately prior to the Cash/Public Acquisition,
the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section
1.3 above would be greater than the Warrant 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 1.2 above as to all Shares (or such other securities) for which it shall not
previously have been exercised, and the Company shall promptly notify the Holder of the number of Shares (or such other securities)
issued upon such exercise to the Holder and Holder shall be deemed to have restated each of the representations and warranties
in Section 4 of the Warrant as the date thereof.


 


 


 




	2




	 


 


 


(d) Upon the closing
of any Acquisition other than a Cash/Public Acquisition defined above, the acquiring, surviving or successor entity shall assume
the obligations of this Warrant, 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, subject to further adjustment from time to time in accordance with the
provisions of this Warrant.


 


(e) As used in this
Warrant, “Marketable Securities” means securities meeting all of the following requirements: (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 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
or convert 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.


 


SECTION
2. ADJUSTMENTS TO THE SHARES AND WARRANT PRICE.


 


2.1 Stock Dividends,
Splits, Etc. If the Company declares or pays a dividend or distribution on the outstanding shares of the Class payable in
common stock 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 and the Warrant 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 Warrant Price
shall be proportionately increased and the number of Shares shall be proportionately decreased.


 


2.2 Reclassification,
Exchange, Combinations 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, this Warrant will be exercisable for the number, class and series of Company securities
that Holder would have received had the Shares been outstanding on and as of the consummation of such event, and subject to further
adjustment thereafter from time to time in accordance with the provisions of this Warrant. The provisions of this Section 2.2
shall similarly apply to successive reclassifications, exchanges, combinations substitutions, replacements or other similar events.


 


2.3 Intentionally
Omitted.


 


2.4 Intentionally
Omitted.


 


2.5  No Fractional
Share. No fractional Share shall be issuable 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 the Warrant, the Company shall
eliminate such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional interest by
(i) the fair market value (as determined in accordance with Section 1.3 above) of a full Share, less (ii) the then-effective Warrant
Price.


 


2.6  Notice/Certificate
as to Adjustments. Upon each adjustment of the Warrant Price, Class and/or number of Shares, the Company, at the Company’s
expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, Class and/or
number of Shares and facts upon which such adjustment is based. The Company shall, upon written request from Holder, furnish Holder
with a certificate of its Chief Financial Officer, including computations of such adjustment and the Warrant Price, Class and
number of Shares in effect upon the date of such adjustment.


 


 


 


 




	3




	 


 


SECTION
3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.


 


3.1 Representations
and Warranties. The Company represents and warrants to, and agrees with, the 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 restrictions on transfer provided for herein or under 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, common stock and other securities as will be sufficient to permit
the exercise in full of this Warrant.


 


3.2 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 or common stock, whether in cash, property, stock, or other securities
and whether or not a regular cash dividend;


 


(b) offer for subscription
or sale pro rata to the holders of the outstanding shares of the Class any additional shares of any class or series of the Company’s
stock (other than pursuant to contractual pre-emptive rights);


 


(c) effect any 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;


 


then, in connection with each such event,
the Company shall give Holder:


 


(1) at least seven
(7) Business Days prior written notice of 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, in respect of the matters referred to in (a) and (b) above; 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).


 


Reference is made to Section 1.6(c) whereby
this Warrant will be deemed to be exercised pursuant to Section 1.2 hereof if the Company does not give written notice to Holder
of a Cash/Public Acquisition as required by the terms hereof.


 


SECTION
4. REPRESENTATIONS, WARRANTIES OF THE HOLDER.


 


The Holder represents
and warrants to the Company as follows:


 


4.1 Purchase for
Own Account. This Warrant and the securities to be acquired upon exercise of this Warrant by Holder 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.


 


4.2 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 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.


 


 




	4




	 


 


 


4.3 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 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.


 


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


 


4.5 The Act.
Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under the Act in reliance
upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s
investment intent as expressed herein. Holder understands that this Warrant and the Shares issued upon any exercise hereof must
be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless
exemption from such registration and qualification are otherwise available. Holder is aware of the provisions of Rule 144 promulgated
under the Act.


 


4.6 No Voting Rights.
Holder, as a Holder of this Warrant, will not have any voting rights until the exercise of this Warrant.


 


SECTION
5. MISCELLANEOUS.


 


5.1 Term; Automatic
Cashless Exercise Upon Expiration.


 


(a) Term. Subject
to the provisions of Section 1.6 above, this Warrant is exercisable in whole or in part at any time and from time to time on or
before 6:00 PM, Eastern time, on the Expiration Date and shall be void thereafter.


 


(b) Automatic Cashless
Exercise upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Share (or other security
issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant 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 1.2 above
as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall, within
a reasonable time, deliver a certificate representing the Shares (or such other securities) issued upon such exercise to Holder.


 


5.2 Legends.
Each certificate evidencing Shares shall be imprinted with a legend in substantially the following form:


 


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 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.


 


 




	5




	 


 


 


5.3 Compliance with
Securities Laws on Transfer. This Warrant and the Shares issued upon exercise of this Warrant 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). The Company shall not require Holder to provide an opinion of counsel if
the transfer is to an affiliate of Holder, provided that any such transferee is an “accredited investor” as defined
in Regulation D promulgated under the Act and Holder provides the Company with written a representation that Holder will receive
no consideration for the transfer.


 


5.4 Transfer Procedure.
After receipt by Oxford of the executed Warrant, Oxford may transfer all or part of this Warrant to one or more of Oxford’s
affiliates (each, an “Oxford Affiliate”), by execution of an Assignment substantially in the form of Appendix
2. Subject to the provisions of Article 5.3 and upon providing the Company with written notice, Oxford, any such Oxford Affiliate
and any subsequent Holder, may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant to any
other transferee, provided, however, in connection with any such transfer, the Oxford Affiliate(s) or any subsequent Holder will
give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number
of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable).
Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior
written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, to any person or
entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.


 


5.5 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 facsimile or 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 5.5. 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:


 


Oxford Finance LLC


133 N. Fairfax Street


Alexandria, VA 22314


Attn: Legal Department


Telephone: (703) 519-4900


Facsimile: (703) 519-5225

Email: LegalDepartment@oxfordfinance.com


 


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


 


NAVIDEA BIOPHARMACEUTICALS, INC.


5600 Blazer Parkway


Dublin, OH 43017


Attn: Chief Financial Officer


Telephone: (614) 822-2330


Facsimile: (614) 793-7522


Email: blarson@navidea.com


 


 


 




	6




	 


 


 


With a copy (which
shall not constitute notice) to:


 


DLA Piper LLP (US)


4365 Executive Drive, Suite 1100


San Diego, CA 92121


Attn: Troy Zander


Telephone: (650) 833-2486


Facsimile: (858) 638-5086 


Email: troy.zander@dlapiper.com


 


5.6 Waiver. This
Warrant and any term hereof may be changed, waived, discharged or terminated (either generally or in a particular instance and
either retroactively or prospectively) only by an instrument in writing signed by the party against which enforcement of such
change, waiver, discharge or termination is sought.


 


5.7 Attorneys’
Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing
in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’
fees.


 


5.8 Counterparts;
Facsimile/Electronic Signatures. This Warrant may be executed in counterparts, all of which together shall constitute one
and the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same extent as an
original signature page with regards to any agreement subject to the terms hereof or any amendment thereto.


 


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


 


5.10 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.


 


5.11 Business Days.
“Business Day” is any day that is not a Saturday, Sunday or a day on which U.S. Bank is closed.


 


 


 


[Remainder of page left blank intentionally]


 


[Signature page follows]


 


 



    	7



    	 



    

 





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”	 	 
	 	 	 
	NAVIDEA BIOPHARMACEUTICALS, INC.	 	 
	 	 	 
	 	 	 
	By:
                                                          	 	 
	 	 	 
	Name:
                                                     	 	 
	(Print)	 	 
	Title:
                                                      	 	 
	 	 	 
	 	 	 
	“HOLDER”	 	 
	 	 	 
	OXFORD FINANCE LLC	 	 
	 	 	 
	 	 	 
	By:
                                                    	 	 
	 	 	 
	Name:
                                             	 	 
	(Print)	 	 
	Title:
                                               	 	 


 


 




	 




	 


 


 


APPENDIX 1


 


NOTICE OF EXERCISE


 


1. The undersigned
Holder hereby exercises its right purchase ___________ shares of the Common Stock of NAVIDEA BIOPHARMACEUTICALS, INC. (the “Company”)
in accordance with the attached Warrant To Purchase Stock, and tenders payment of the aggregate Warrant 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 1.2 of the Warrant


 


[ ] Other [Describe]
__________________________________________


 


2. Please issue a
certificate or certificates 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 restates each of the representations and warranties in Section 4 of the
Warrant to Purchase Stock as of the date hereof.


 


 


	 	 	HOLDER:
	 	 	 
	 	 	_____________________________
	 	 	 
	 	 	By:  _________________________
	 	 	 
	 	 	Name:   _________________________
	 	 	 
	 	 	Title:   _________________________
	 	 	 
	 	 	Date:   _________________________


 


 


 


 


 


Appendix 1


 





    	 



    	 



     


APPENDIX 2


 


ASSIGNMENT


 


For value received,
Oxford Finance LLC hereby sells, assigns and transfers unto


 


	 	Name:	[OXFORD TRANSFEREE]
	 	 	 
	 	Address:	__________________________________________
	 	 	 
	 	Tax ID:	__________________________________________


 


 


that certain Warrant to Purchase
Stock issued by NAVIDEA BIOPHARMACEUTICALS, INC. (the “Company”), on March 4, 2014 (the “Warrant”)
together with all rights, title and interest therein.


 


 


	 	 	OXFORD FINANCE LLC
	 	 	 
	 	 	 
	 	 	By:  _________________________
	 	 	 
	 	 	Name: _________________________
	 	 	 
	 	 	Title: _________________________
	 	 	 
	Date: ______________	 	 


 


By its execution below, and for the benefit
of the Company, [OXFORD TRANSFEREE] makes each of the representations and warranties set forth in Article 4 of the Warrant and
agrees to all other provisions of the Warrant as of the date hereof.


 


	 	 	[OXFORD TRANSFEREE]
	 	 	 
	 	 	By: _________________________
    
	 	 	 
	 	 	Name:  _________________________
	 	 	 
	 	 	Title:_________________________


 


 


 


 


 


Appendix 2