Exhibit 4.3


 


COMMON STOCK PURCHASE WARRANT


Felicitex
therapeutics inc.


 


	Warrant Shares: ______________	Issue Date: _____________, 2022
	 	 
	 	Initial Exercise Date: _____________, 2022


 


CUSIP: [_____________]


 


THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”)
certifies that, for value received, [●] or its registered assigns (the “Holder”) is entitled, upon the terms
and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial
Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____________, 2027 (the “Termination Date”)
but not thereafter, to subscribe for and purchase from Felicitex Therapeutics Inc., Delaware corporation (the “Company”),
up to _________________ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase
price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall
initially be issued and maintained in the form of a security held in book-entry form and The Depository Trust Company or its nominee (“DTC”)
shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated
form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.


 


Section 1. Definitions. In addition
to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:


 


“Affiliate” means
any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with
a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Bid Price” means,
for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted
on a Trading Market, the bid price of a share of Common Stock for the time in question (or the nearest preceding date) on the Trading
Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York
City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average per share price
of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then
listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock is then reported on the Pink Open Market (or a similar
organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of Common Stock so reported,
or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good
faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and
expenses of which shall be paid by the Company.


  


“Board of Directors”
means the board of directors of the Company.


 


“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; 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.


 


“Commission” means
the United States Securities and Exchange Commission.


 


“Common Stock” means
common stock, $0.0001 par value, of the Company, and any other class of securities into which such securities may hereafter be reclassified
or changed.


 






     


     


    

 


“Common Stock Equivalents”
means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including,
without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


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


 


“Equity Conditions”
means, with respect to any given date of determination: (i) on such applicable date of determination one or more registration statements
(each, the “Redemption Registration Statement”) shall be effective and the prospectus contained therein shall be available
on such applicable date of determination (with, for the avoidance of doubt, any share of Common Stock previously issued pursuant to such
prospectus deemed unavailable) for the issuance of all the shares of Common Stock issuable upon exercise of this Warrant and other warrants
issued pursuant to the Underwriting Agreement in connection with the event requiring determination (such applicable aggregate number of
shares of Common Stock, each, a “Required Minimum Securities Amount”); (ii) on each day during the period beginning
thirty (30) calendar days prior to the applicable date of determination and ending on and including the applicable date of determination
(the “Equity Conditions Measuring Period”), the shares of Common Stock (including the Common Stock to be issued in
the event requiring this determination) is listed or designated for quotation (as applicable) on a Trading Market and shall not have been
suspended from trading on a Trading Market (other than suspensions of not more than two (2) days and occurring prior to the applicable
date of determination due to business announcements by the Company) nor shall delisting or suspension by a Trading Market have been threatened
(with a reasonable prospect of delisting occurring after giving effect to all applicable notice, appeal, compliance and hearing periods)
or reasonably likely to occur or pending as evidenced by (A) a writing by such Trading Market or (B) the Company falling below the minimum
listing maintenance requirements of the Trading Market on which the Common Stock is then listed or designated for quotation (as applicable);
(iii) during the Equity Conditions Measuring Period, the Company shall have delivered all Warrant Shares issuable upon exercise of this
Warrant on a timely basis as set forth in Section 2 hereof and all other share capital required to be delivered by the Company on a timely
basis as set forth in the Underwriting Agreement; (iv) the Required Minimum Securities Amount of Common Stock Shares to be issued in connection
with the event requiring determination may be issued in full without violating the rules or regulations of the Trading Market on which
the Common Stock is then listed or designated for quotation (as applicable); (v) on each day during the Equity Conditions Measuring Period,
no public announcement of a pending, proposed or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated
or consummated; (vi) the Company shall have no knowledge of any fact that would reasonably be expected to cause the applicable Redemption
Registration Statement to not be effective or the prospectus contained therein to not be available for the issuance of the Required Minimum
Securities Amount of Common Stock in connection with the event requiring such determination; (vii) the Holder shall not be in possession
of any material, non-public information provided to any of them by the Company, any of its subsidiaries or any of their respective affiliates,
employees, officers, representatives, agents or the like; (viii) on each day during the Equity Conditions Measuring Period, the Company
otherwise shall have been in compliance with each, and shall not have breached any representation or warranty in any material respect
(other than representations or warranties subject to material adverse effect or materiality, which may not be breached in any respect)
or any covenant or other term or condition of this Warrant or the Underwriting Agreement, including, without limitation, the Company shall
not have failed to timely make any payment pursuant to this Warrant or the Underwriting Agreement; (ix) on the applicable date of determination
(A) a sufficient number of shares shall be authorized and reserved in accordance with Section 7(d) and (B) all Warrant Shares to be issued
in connection with the event requiring this determination may be issued in full without resulting in a violation of Section 7(d); (x)
the issuance of Required Minimum Securities Amount of Common Stock to be issued in connection with the event requiring determination will
not result in an violation of Section 7(d); (xi) any Common Stock to be issued in connection with the event requiring determination may
be issued in full without violating Section 2(e) hereof (or the equivalent provisions of any other applicable Underwriting Agreement Warrants),
(xii) no bona fide dispute shall exist, by and between any of holder of the Underwriting Agreement Warrants, the Company, the principal
Trading Market and/or FINRA with respect to any term or provision of this Warrant or the Underwriting Agreement and (xiii) no Redemption
hereunder shall have occurred during the seven (7) Trading Day period immediately prior to such date of determination, and (xiv) the Common
Stock issuable upon exercise of the Underwriting Agreement Warrants are duly authorized and listed and eligible for trading without restriction
on an Trading Market.


 






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“Equity Conditions Failure”
means that on each day during the period commencing ten (10) Trading Days prior to the applicable Redemption Exercise Notice Date through
and including the applicable Redemption Exercise Date, the Equity Conditions have not been satisfied (or waived in writing by the Holder).


 


 “Person” means
an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Underwriting Agreement Warrants”
means this Warrant and any other warrants issued pursuant to the Underwriting Agreement.


 


“Registration Statement”
means the Company’s registration statement on Form S-1 (File No. 333-[●]), as amended.


 


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


 


“Subsidiary” means
any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired
after the date hereof.


 


“Trading Day” means
a day on which the Common Stock is traded on a Trading Market.


 


“Trading Market” means
any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE
American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, OTCQB or
OTCQX (or any successors to any of the foregoing).


 


“Transfer Agent” means
VStock Transfer LLC, and any successor transfer agent of the Company.


 


“Underwriting Agreement”
means the underwriting agreement, dated as of ___________, 2022, among the Company and Aegis Capital Corp. as representative of the underwriters
named therein, as amended, modified or supplemented from time to time in accordance with its terms.


 


“VWAP” means, for
any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on
a Trading Market, the daily volume weighted average price per share of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average
price per share of Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock
is not then listed or quoted for trading on OTCQB or OTCQX and if prices for Common Stock is then reported on the OTC Pink Open Market
(or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of Common Stock
so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected
in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the
fees and expenses of which shall be paid by the Company.


  


“Warrant Agent Agreement”
means that certain warrant agent agreement, dated on or about the Initial Exercise Date, between the Company and the Warrant Agent.


 






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“Warrant Agent” means
the Transfer Agent and any successor warrant agent of the Company.


 


“Warrants” means this
Warrant and other Common Stock purchase warrants issued to investors by the Company pursuant to the Registration Statement.


 


Section 2. Exercise.


 


a) Exercise of Warrant. Subject
to the provisions of Section 2(e) herein, exercise of the purchase rights represented by this Warrant may be made, in whole or in part,
at any time or times on or after the Initial Exercise Date and on or before the Termination Date, by delivery to the Company or the Warrant
Agent of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Annex
A (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising
the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver
the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer of immediately available
funds or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is
specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee
(or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the
Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares
available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company
for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial
exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the
effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant
Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such
purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. Notwithstanding
the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 4:00 p.m. (New York City time) on the Trading Day prior
to the Initial Exercise Date, which may be delivered at any time after the time of execution of the Underwriting Agreement, the Company
agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the
Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise
Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date. The Holder and any assignee,
by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a
portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than
the amount stated on the face hereof.


  


Notwithstanding the foregoing in this
Section 2(a), a Holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry
form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this
Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying
with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s
right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence
shall not apply.


 


b) Exercise Price. The exercise
price per share of Common Stock under this Warrant shall be $_________ (the “Initial Exercise Price”), subject to adjustment
hereunder (as in effect from time to time, the “Exercise Price”).


  






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c) Cashless Exercise. The
Company shall use its best efforts to cause the Registration Statement to remain effective with a current prospectus and to maintain the
registration of the Common Stock and of the Warrants under the Exchange Act. If at any time after the Initial Exercise Date, there is
no effective registration statement registering, or no current prospectus available for the issuance of the Warrant Shares to the Holder,
then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the
Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


	 	(A) =	as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(77) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;
	 	 	 
	 	(B) =	the Exercise Price of this Warrant, as adjusted hereunder; and
	 	 	 
	 	(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 cashless exercise.


 


If Warrant Shares are issued in such
a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares
shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position contrary to
this Section 2(c).


 


Notwithstanding anything herein to the
contrary, in the event that, on the Termination Date, there is no effective registration statement registering, or no current prospectus
available for the issuance of, the Warrant Shares to the Holder, this Warrant shall be automatically exercised via cashless exercise pursuant
to this Section 2(c) on such Termination Date.


   


d) Mechanics of Exercise.


 


i. Delivery of Warrant Shares
Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder
by crediting the account of the Holder’s or its designee’s balance account with DTC through its Deposit or Withdrawal at Custodian
system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration
statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised
via cashless exercise, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name
of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address
specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the
Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the
number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date,
the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, 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 of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless
exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement
Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject
to a Notice of Exercise by the Warrant Share Delivery Date, 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 VWAP 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 third Trading Day after the Warrant Share Delivery
Date) for each Trading Day after such Warrant Share Delivery Date 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. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a
number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery
of the Notice of Exercise.


  






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ii. Delivery of New Warrants
Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender
of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights
of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be
identical with this Warrant.


 


iii. Rescission Rights. If
the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant
Share Delivery Date, then the Holder will have the right to rescind such exercise; provided, however, that the Holder shall be required
to return any Warrant Shares subject to any such rescinded exercise notice concurrently with the return to Holder of the aggregate Exercise
Price paid to the Company for such Warrant Shares and the restoration of Holder’s right to acquire such Warrant Shares pursuant
to this Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).


 


iv. Compensation for Buy-In on
Failure to Timely Deliver Warrant Shares Upon Exercise. 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 2(d)(i) above pursuant
to an exercise on or before the Warrant Share Delivery 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, 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 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 shares of Common Stock having a total purchase price
of $11,000 to cover a Buy-In with respect to an attempted exercise 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.


 


v. No Fractional Shares or Scrip.
No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of
a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a
cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to
the next whole share.


 


vi. Charges, Taxes and Expenses.
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 that 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 the Assignment Form attached hereto as Annex B 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 Notice of Exercise and all fees to DTC (or another established clearing
corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.


 






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vii. Closing of Books. The
Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to
the terms hereof.


 


e) Holder’s Exercise Limitations.
The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant,
pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable
Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the
Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess
of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock
beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable
upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common
Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially owned by the Holder
or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-converted portion of any other
securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or
exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.
Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance
with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that
the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder
is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this
Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together
with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the
Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable
(in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this
Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify
or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined
in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section
2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common
Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B)
a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth
the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day
confirm orally and in writing 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 or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common
Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the
issuance of any Warrants, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of
Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership
Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number
of shares of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrant held
by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will
not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall
be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph
(or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to
make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph
shall apply to a successor holder of this Warrant.


 


Section 3. Certain Adjustments.


 


a) Stock Dividends and Splits.
If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions
on its Common Stock or any other equity or equity equivalent securities payable in Common Stock (which, for avoidance of doubt, shall
not include any Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock
into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding Common Stock into a smaller number
of shares, or (iv) issues by reclassification of Common Stock any shares of capital stock of the Company, then in each case the Exercise
Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares,
if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding
immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that
the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective
immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 






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b) Reserved.


 


c) Subsequent Rights Offerings.
In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents
or rights to purchase stock, warrants, securities or other property pro rata to all (or substantially all) of 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 on exercise hereof, including without
limitation, the Beneficial Ownership Limitation) 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 Common Stock are to be determined
for the grant, issue 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 exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled
to participate in such Purchase Right to such extent (or beneficial ownership of such Common Stock as a result of such Purchase Right
to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right
thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


d) Pro Rata Distributions.
During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets
(or rights to acquire its assets) to all (or substantially all) of holders of Common Stock, by way of return of capital or otherwise (including,
without limitation, any distribution of cash, stock or other securities, property or options 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 on exercise hereof, including without limitation, the Beneficial Ownership Limitation)
immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the
record holders 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 exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership
of any Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for
the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership
Limitation).


 


e) Fundamental Transaction.
If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects
any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary, directly or indirectly, effects
any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a
series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (approved or recommended
by the Board of Directors or a committee thereof) is completed pursuant to which holders of shares of Common Stock are permitted to sell,
tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding
shares of Common Stock or 50% or more of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly,
in one or more related transactions effects any reclassification, reorganization or recapitalization of Common Stock or any compulsory
share exchange pursuant to which the shares of Common Stock are effectively converted into or exchanged for other securities, cash or
property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement
or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement)
with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common
Stock or 50% or more of the total voting power of the Common Stock (each a “Fundamental Transaction”), then, upon any
subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable
upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to
any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation
or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant).
For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction,
and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value
of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash
or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental Transaction.


 






    8


     


    

 


Notwithstanding anything to the contrary,
in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option,
exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the
date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder
an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date
of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company’s
control, including not approved by the Company’s Board of Directors, Holder shall only be entitled to receive from the Company or
any Successor Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised
portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental
Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock
are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided,
further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such
holders will be deemed to have received shares of Common Stock of the Successor Entity (which Entity may be the Company following such
Fundamental Transaction) in such Fundamental Transaction.


 


“Black Scholes Value”
means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on
Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a
risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement
of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100
day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day
immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such
calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration,
if any, being offered in such Fundamental Transaction and (ii) the highest VWAP during the period beginning on the Trading Day immediately
preceding the announcement of the applicable Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if
earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3(e) and (D) a remaining option time equal
to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date and (E) a zero
cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration)
within the later of (i) five (5) Business Days of the Holder’s election and (ii) the date of consummation of the Fundamental Transaction.


 


The Company shall cause any successor
entity in a Fundamental Transaction in which the Company is not the survivor (each, a “Successor Entity” and collectively,
the “Successor Entities”) to assume in writing all of the obligations of the Company under this Warrant in accordance
with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and
approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, 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 which is exercisable for a corresponding number of shares of capital stock of such Successor Entity
(or its parent entity) equivalent to the 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 Common Stock pursuant to such Fundamental Transaction
and the value of such shares of capital stock, such 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 which is reasonably
satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall
be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation of such Fundamental
Transaction, each and every provision of this Warrant and the other transaction documents referring to the “Company” shall
refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity
or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the
Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and the other
transaction documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had
been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section
3(e) regardless of (i) whether the Company has sufficient authorized Common Stock for the issuance of Warrant Shares and/or (ii) whether
a Fundamental Transaction occurs prior to the Initial Exercise Date.


  






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f) Adjustment Upon Issuance of
Common Stock. From the date hereof until two (2) years after the Issuance Date (the “Adjustment Period”) the Company
issues, sells, enters into an agreement to sell, or grants any option to purchase, or sells, enters into an agreement to sell, or grants
any right to reprice, or otherwise disposes of or issues (or announces any offer, sale, or grant of any option to purchase or other disposition),
or, in accordance with this Section 3(f), is deemed to have issued or sold, any Common Stock or Common Stock Equivalents (excluding any
Excluded Securities (as defined below) issued or sold or deemed to have been issued or sold) for a consideration per share (the “New
Issuance Price”) less than a price equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance
or sale (such Exercise Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive
Issuance”), then simultaneously with the consummation (or, if earlier, the announcement) such Dilutive Issuance, the Exercise
Price then in effect shall be reduced to an amount equal to the New Issuance Price. “Excluded Securities” means any
issuance of Common Stock, restricted share units, options and/or convertible securities (i) under the Company’s current or
future equity incentive plans or issued to employees, directors, consultants or officers as compensation or consideration in the ordinary
course of business, including any issuance of options (and the underlying shares of Common Stock) in exchange for options issued under
the Company’s equity incentive plans, subject to a limitation of 15% of Common Stock outstanding as of the Issuance Date, (ii) issued
pursuant to agreements, options, restricted share units, convertible securities or Adjustment Rights (as defined below) existing as of
the date hereof, provided that such agreements, options, convertible securities or Adjustment Rights have not been amended since the initial
issuance date of this Warrant to increase the number of such securities or decrease the exercise price, exchange price or conversion price
of such securities, (iii) issued pursuant to acquisitions (whether by merger, consolidation, purchase of equity, purchase of assets,
reorganization or otherwise), mergers, consolidations, reorganizations or strategic transactions approved by a majority of the disinterested
directors of the Company, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself
or through its subsidiaries, an operating company or an owner of an asset in a business complementary with the business of the Company
and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which
the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in
securities, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration
rights that require or permit the filing of any registration statement in connection therewith (iv) issued in connection with a transaction
with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution
arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition, (v) issued
to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to an equipment leasing or real property
leasing transaction approved by a majority of the disinterested directors of the Company, (vi) issued in connection with the provision
of goods or services pursuant to transactions approved by a majority of the disinterested directors of the Company, (vii) issued in connection
with sponsored research, collaboration, technology license, development, marketing, investor relations or other similar agreements or
strategic partnerships approved a majority of the disinterested directors of the Company, or (viii) to which the Holder consents
in writing. “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect
to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(f)) of Common Stock (other than rights of
the type described in Sections 3(a) through (d)) that could result in a decrease in the net consideration received by the Company in connection
with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar
rights). For all purposes of the foregoing, the following shall be applicable:


 


i. Issuance of Options. If,
during the Adjustment Period, the Company in any manner grants or sells any options (other than Excluded Securities) and the lowest price
per share for which one share of Common Stock is issuable upon the exercise of any such option or upon conversion, exercise or exchange
of any convertible securities issuable upon exercise of any such option (such Common Stock issuable upon such exercise of any option or
upon conversion, exercise or exchange of any convertible securities, the “Convertible Securities Shares”) is less than
the Applicable Price, then such Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the
time of the granting or sale of such option for such price per share. For purposes of this Section 3(f)(i), the “lowest price
per share for which one share of Common Stock is issuable upon the exercise of any such option or upon conversion, exercise or exchange
of any convertible securities issuable upon exercise of any such option” shall be equal to (A) the sum of (1) the lowest
amount of consideration (if any) received or receivable by the Company with respect to any one Convertible Securities Share upon the granting
or sale of such option, upon exercise of such option and upon conversion, exercise or exchange of any convertible security issuable upon
exercise of such option and (2) the lowest exercise price set forth in such option for which one Convertible Securities Share is
issuable upon the exercise of any such option or upon conversion, exercise or exchange of any convertible securities issuable upon exercise
of any such option, minus (B) the sum of all amounts paid or payable to the holder of such option (or any other Person), with respect
to any one Convertible Securities Share, upon the granting or sale of such option, upon exercise of such option and upon conversion, exercise
or exchange of any convertible security issuable upon exercise of such option plus the value of any other consideration received or receivable
by, or benefit conferred on, the holder of such option (or any other Person), with respect to any one Convertible Securities Share. Except
as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such Convertible Securities
Share or of such convertible securities upon the exercise of such options or upon the actual issuance of such Convertible Securities Share
upon conversion, exercise or exchange of such convertible securities.


 






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ii. Issuance of Convertible Securities.
If, during the Adjustment Period, the Company in any manner issues or sells any convertible securities (other than Excluded Securities)
and the lowest price per share for which one Convertible Securities Share is issuable upon the conversion, exercise or exchange thereof
is less than the Applicable Price, then such Convertible Securities Share shall be deemed to be outstanding and to have been issued and
sold by the Company at the time of the issuance or sale of such convertible securities for such price per share. For the purposes of this
Section 3(f)(ii), the “lowest price per share for which one Convertible Securities Share is issuable upon the conversion, exercise
or exchange thereof” shall be equal to (A) the sum of (1) the lowest amount of consideration (if any) received or receivable
by the Company with respect to one Convertible Securities Share upon the issuance or sale of the convertible security and upon conversion,
exercise or exchange of such convertible security and (2) the lowest conversion price set forth in such convertible security for
which one Convertible Securities Share is issuable upon conversion, exercise or exchange thereof, minus (B) the sum of all amounts
paid or payable to the holder of such convertible security (or any other Person), with respect to any one Convertible Securities Share,
upon the issuance or sale of such convertible security plus the value of any other consideration received or receivable by, or benefit
conferred on, the holder of such convertible security (or any other Person), with respect to any one Convertible Securities Share. Except
as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such Convertible Securities
Share upon conversion, exercise or exchange of such convertible securities, and if any such issue or sale of such convertible securities
is made upon exercise of any options for which adjustment of the Exercise Price has been or is to be made pursuant to other provisions
of this Section 3(f), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issue
or sale.


 


iii. Change in Option Price or
Rate of Conversion. If, during the Adjustment Period, the purchase or exercise price provided for in any options, the additional consideration,
if any, payable upon the issue, conversion, exercise or exchange of any convertible securities, or the rate at which any convertible securities
are convertible into or exercisable or exchangeable for Common Stock increases or decreases at any time (other than proportional changes
in conversion or exercise prices, as applicable, in connection with an event referred to in Section 3(a)), the Exercise Price in effect
at the time of such increase or decrease shall be adjusted to the Exercise Price which would have been in effect at such time had such
options or convertible securities provided for such increased or decreased purchase price, additional consideration or increased or decreased
conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 3(f)(iii), if the
terms of any option or convertible security that was outstanding as of the date of issuance of this Warrant are increased or decreased
in the manner described in the immediately preceding sentence, then such option or convertible security and the Convertible Securities
Shares deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase
or decrease. No adjustment pursuant to this Section 3(f) shall be made if such adjustment would result in an increase of the Exercise
Price then in effect.


 


iv. Calculation of Consideration
Received. If any option or convertible security is issued in connection with the issuance or sale or deemed issuance or sale of any
other securities of the Company (the “Primary Security”, and such option or convertible security, the “Secondary
Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction,
the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the
purchase price of such Unit, (y) if such Primary Security is an option and/or convertible security, the lowest price per share for
which one share of Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 3(f)(i)
or 3(f)(ii) above and (z) the lowest VWAP of the Common Stock on any Trading Day during the five Trading Day period immediately following
the public announcement of such Dilutive Issuance (for the avoidance of doubt, if such public announcement is released prior to the opening
of the Principal Market on a Trading Day, such Trading Day shall be the first Trading Day in such five (5) Trading Day period); provided
that if any shares of Common Stock, options or convertible securities are issued or sold or deemed to have been issued or sold for cash,
the consideration received therefor will be deemed to be the net amount of cash received by the Company therefor. If any shares of Common
Stock, options or convertible securities are issued or sold for a consideration other than cash, the amount of such consideration received
by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in
which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such
security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, options
or convertible securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company
is the surviving entity, the amount of consideration therefor will be deemed to be the fair market value of such portion of the net assets
and business of the non-surviving entity as is attributable to such Common Stock, options or convertible securities (as the
case may be). The fair market value of any consideration other than cash or publicly traded securities will be determined jointly by the
Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring
valuation (the “Valuation Event”), the fair market value of such consideration will be determined within five (5) Trading
Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company
and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and
expenses of such appraiser shall be borne by the Company.


 






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v. Record Date. If, during
the Adjustment Period, the Company takes a record of the holders of the Common Stock for the purpose of entitling them (A) to receive
a dividend or other distribution payable in Common Stock, options or in convertible securities or (B) to subscribe for or purchase
Common Stock, options or convertible securities, then such record date will be deemed to be the date of the issue or sale of Common Stock
deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting
of such right of subscription or purchase (as the case may be).


 


vi. Reserved.


 


vii. Exercise Floor Price.  No
adjustment to the Exercise Price pursuant to Section 3(f) of this Warrant shall cause the Exercise Price to be less than 50% of the Initial
Exercise Price of warrants issued in the Company’s initial public offering (as adjusted pursuant to Section 3(a) hereof for share
splits, share dividends, recapitalizations and similar events, the “Exercise Floor Price”).  For the avoidance
of doubt, if a Dilutive Issuance would cause the Exercise Price to be lower than the Exercise Floor Price but for the immediately preceding
sentence, then the Exercise Price shall be equal to the Exercise Floor Price.


 


g) Calculations. All calculations
under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section
3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares
of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


h) Notice to Holder.


 


i. Adjustment to Exercise Price. Whenever
the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile
or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares
and setting forth a brief statement of the facts requiring such adjustment (or by filing with the Commission a filing containing such
notice, in which case notice by facsimile or email shall not be required).


  


ii. Notice to Allow Exercise
by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company
shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting
to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any
rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock,
any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially
all of its assets, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or
(E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then,
in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address
as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date
hereinafter specified, a notice (unless such information is filed with the Commission, in which case a notice shall not be required) stating
(x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a
record is not to be taken, the date as of which the holders of record of the Common Stock to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer
or share exchange is expected to become effective or close, and the date as of which it is expected that holders of record of the Common
Stock shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in
the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that
any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain
entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering
such notice except as may otherwise be expressly set forth herein.


 






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i) Reset of Exercise Price. If,
on the date that is ninety (90) calendar days immediately following the initial issuance date of this Warrant (the “Issuance
Date”), the Reset Price, as defined below, is less than the Exercise Price at such time, the Exercise Price shall be decreased
to the Reset Price. “Reset Price” shall mean the greater of (i) 50% of the Initial Exercise Price (as adjusted for
share splits, share dividends, recapitalizations and similar events pursuant to Section 3(a) hereof) and (ii) 100% of the lowest VWAP
occurring on any day between the Initial Exercise Date and ninety (90) calendar days following the Issuance Date.


 


j) Voluntary Adjustment by Company.
Subject to the rules and regulations of the Trading Market, the Company may at any time during the term of this Warrant, subject to the
prior written consent of the Holder, 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.


 


k) Reserved.


 


Section 4. Transfer of Warrant.


 


a) Transferability. This
Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon
surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant
substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer
taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver
a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified
in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned,
and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically
surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this
Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning
this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant
Shares without having a new Warrant issued.


  


b) New Warrants. If this
Warrant is not held in global form through DTC (or any successor depositary), this Warrant may be divided or combined with other Warrants
upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations
in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to
any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in
exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges
shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares
issuable pursuant thereto.


 


c) Warrant Register. The
Warrant Agent shall register this Warrant, upon records to be maintained by the Warrant Agent for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company and the Warrant Agent may deem and treat
the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.


 






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Section 5. Reserved.


 


Section 6. Redemption.


 


a) Redemption. Subject to Section
2(e), at any time after the six-month anniversary of the Issue Date and prior to the expiration of the Warrants, upon notice to the Holders,
the Company may redeem, at the price of $0.01 per Warrant (the “Redemption Price”), up to such aggregate number of
fully paid, validly issued and non-assessable Warrant Shares equal to the lesser of, (i) the aggregate number of all remaining Warrant
Shares available for purchase hereunder, and (ii) the aggregate number of Warrant Shares then permitted to be issued to the Holder in
compliance with Section 2(e) above, (such lesser number of Warrant Shares, the “Maximum Redemption Share Amount”) as
designated in the applicable Redemption Notice (as defined below) to be issued and delivered in accordance with Section 6(b) hereof (each,
a “Redemption”). Redemption shall be permitted under this Section 6 provided that (i) no Equity Conditions Failure
exists (unless waived, in whole or in part, in writing by the Holder (and, if in part, only to the extent of the Warrant Shares applicable
to such partial waiver)); (ii) the VWAP of the shares of Common Stock listed on the principal Trading Market has been at least $[●]
per share (as adjusted for share splits, share dividends, recapitalizations and similar events) (the “Redemption Trigger Price”),
on each of twenty (20) consecutive Trading Days prior to the Redemption Notice Date; (iii) either (x) there is an effective registration
statement covering the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available
throughout the Redemption Period (defined below) or (y) the Company has elected to require the exercise of the Warrants via cashless exercise;
and (iv) if and when the Warrants become redeemable by the Company, the Company may not exercise such redemption right if the issuance
of shares of Common Stock upon exercise of the Warrants is not exempt from registration or qualification under applicable state blue sky
laws or the Company is unable to effect such registration or qualification (the “Redemption Conditions”).


 


b) Mechanics. The Company may
exercise its right to Redemption under this Section 6 on the Trading Day immediately following any Equity Conditions Measuring Period
by delivering a written notice thereof, by electronic mail to all, but not less than all, of the holders of the Warrants (each, a “Redemption
Notice”, and the date thereof, each a “Redemption Notice Date”). For purposes of Section 2(a) hereof, “Redemption
Notice” shall be deemed to replace “Notice of Exercise” for all purposes thereunder as if the Holder delivered a Notice
of Exercise to the Company on the Redemption Notice Date, mutatis mutandis. Each Redemption Notice shall be irrevocable. The Company may
only deliver one Redemption Notice in any given twenty (20) Trading Day period. Each Redemption Notice shall (x) state that the Company
is electing to effect a Redemption on the thirtieth (30th) day (the “Redemption Date”) following the applicable Redemption
Notice Date (such 30-day period, the “Redemption Period”), (y) state the aggregate number of Warrant Shares to be exercised
by the Holder (not in excess of the Maximum Redemption Share Amount) and all of the holders of the Warrants on the Redemption Date (subject
to any adjustments thereto pursuant to Section 3 that may occur prior to the Redemption Date), and (z) contain a certification from an
officer or director of the Company that the Redemption Conditions shall have been satisfied as of the Redemption Notice Date.


 


c) Pro Rata Exercise Requirement.
If the Company elects to cause a Redemption of this Warrant pursuant to this Section 6, then it must simultaneously take the same action
in the same proportion with respect to all of the Warrants.


 


d) Exercise After Notice of Redemption.
The Warrants may be exercised, for cash (or via cashless exercise) at any time during the Redemption Period. The Redemption Notice shall
contain the information necessary to calculate the number of shares of Common Stock to be received via cashless exercise of the Warrants,
including the VWAP on the Trading Day immediately preceding the Redemption Notice Date. After 5:00 p.m. (New York City time) on the Redemption
Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption
Price.


 






    14


     


    

 


Section 7. Miscellaneous.


 


a) No Rights as Stockholder until
Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder
of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting
any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments
pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, including if the Company is for any reason unable to issue and deliver Warrant
Shares upon exercise of this Warrant as required pursuant to the terms hereof, in no event shall the Company be required to net cash settle
an exercise of this Warrant or cash settle in any other form.


 


b) Loss, Theft, Destruction or
Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation of such Warrant or stock certificate,
if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in
lieu of such Warrant or stock certificate. The Warrant Agent may charge the Holder an administrative fee for processing the replacement
of lost materials and the Warrant Agent may receive compensation from the surety companies or surety agents for administrative services
provided to them.


  


c) Saturdays, Sundays, Holidays,
etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not
be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.


 


d) Authorized Shares.


 


The Company covenants that, during the
period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide
for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that
its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant
Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary
to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements
of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon
the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant
and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free
from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer
occurring contemporaneously with such issue).


  


Except and to the extent as waived or consented
to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through
any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in
the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder
as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the
par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value,
(ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions
or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations
under this Warrant.


 






    15


     


    

 


Before taking any action which would result
in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain
all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having
jurisdiction thereof.


 


e) Governing Law. All questions
concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced
in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party
agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant
(whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees
or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party 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 improper or is an inconvenient venue for such proceeding. Each party 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
via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices
to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party
shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding
shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding. Notwithstanding the foregoing, nothing in this paragraph shall limit or restrict
the federal district court in which a Holder may bring a claim under the U.S. federal securities laws.


 


f) Restrictions. The Holder
acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless
exercise, will have restrictions upon resale imposed by state and federal securities laws.


 


g) Non-waiver and Expenses.
No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right
or otherwise prejudice the Holder’s rights, powers or remedies. No provision of this Warrant shall be construed as a waiver by the
Holder of any rights which the Holder may have under the U.S. federal securities laws and the rules and regulations of the Commission
thereunder. Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision
of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient
to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings,
incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.


 


h) Notices. Any and all notices
or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Exercise, shall
be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service, addressed to the Company,
at 27 Strathmore Road, Natick, MA 01760, Attention: Chief Executive Officer, email address: mvilenchik@felicitex.com, or such other email
address or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or other communications
or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by e-mail, or sent by a nationally
recognized overnight courier service addressed to each Holder at the e-mail address or address of such Holder appearing on the books of
the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the
time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section prior to
5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication
is delivered via e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New
York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extent that the
Company determines in its sole discretion that any notice provided hereunder constitutes, or contains, material, non-public information
regarding the Company or any Subsidiaries, or if the Company elects to do so even without such determination, the Company shall or may,
respectively, file such notice with the Commission pursuant to a Current Report on Form 8-K, in which case personal delivery of such notice
to the Holder shall not be required.


 






    16


     


    

 


i) Limitation of Liability.
No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no
enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of
any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.


 


j) Remedies. The Holder,
in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance
of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for
specific performance that a remedy at law would be adequate.


 


k) Successors and Assigns.
Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and
be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions
of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder
or holder of Warrant Shares.


  


l) Amendment. This Warrant
may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder, on
the other hand.


 


m) Severability. Wherever
possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if
any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.


 


n) Headings. The headings
used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.


 


o) Warrant Agent Agreement.
If this Warrant is held in global form through DTC (or any successor depositary), this Warrant is issued subject to the Warrant Agent
Agreement. To the extent any provision of this Warrant conflicts with the express provisions of the Warrant Agent Agreement, the provisions
of this Warrant shall govern and be controlling.


 


********************


 


(Signature Page Follows)


 












    17


     


    

 


IN WITNESS WHEREOF, the Company has caused this Warrant
to be executed by its officer thereunto duly authorized as of the date first above indicated.


 


	 	FELICITEX THERAPEUTICS INC.
	 	 	 
	 	By:	 
	 	 	Maria Vilenchik
	 	 	Chief Executive Officer 


 









    18


     


    

 


ANNEX A


 


NOTICE OF EXERCISE


 


TO: FELICITEX THERAPEUTICS INC.



 


(1) The undersigned hereby elects to purchase ________
Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment
of the exercise price in full, together with all applicable transfer taxes, if any.


 


(2) Payment shall take the form of (check applicable
box):


 


	 	☐	in lawful money of the United States; or


 


	 	☐	if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).


 


(3) Please issue said Warrant Shares in the name
of the undersigned or in such other name as is specified below:


_______________________________


 


The Warrant Shares shall be delivered to the following
DWAC Account Number:


_______________________________


_______________________________


_______________________________


 


[SIGNATURE
OF HOLDER]


 


Name of Investing Entity: _______________________________________________________________________


 


Signature of Authorized Signatory of Investing
Entity: _________________________________________________


 


Name of Authorized Signatory: ___________________________________________________________________


 


Title of Authorized Signatory: ____________________________________________________________________


 


Date: _______________________________________________________________________________________


 






     


     


    

 


ANNEX B


 


ASSIGNMENT FORM


 


(To assign the foregoing Warrant, execute this
form and supply required information. Do not use this form to purchase shares.)


 


FOR VALUE RECEIVED, the foregoing Warrant and
all rights evidenced thereby are hereby assigned to:


 


	Name:	 
	 	(Please Print)
	 	 
	Address:	 
	 	(Please Print)
	 	 
	Phone Number:	 
	 	 
	Email Address:	 
	 	 
	Dated: _______________ __, ______	 


 


	Holder’s Signature:	 	 
	 	 	 
	Holder’s
    Address:	 	 


 


	(Signature Guaranteed):	Date:	___________________, _____


 


Signature to be guaranteed by an authorized officer of a chartered
bank, trust company or medallion guaranteed by an investment dealer who is a member of a recognized stock exchange.