Exhibit 4.2


 


WARRANT AGENT AGREEMENT – OFFERING WARRANTS


 


This WARRANT AGENT AGREEMENT (this “Warrant
Agreement”) dated as of [●], 2022 (the “Issuance Date”) is between Felicitex Therapeutics Inc., a Delaware
corporation (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).


 


WHEREAS, pursuant to the terms of that certain
Underwriting Agreement (“Underwriting Agreement”), dated [●], 2022, by and among the Company and Aegis Capital
Corp., as the underwriter set forth therein (the “Underwriter”), the Company is engaged in a public offering of (i)
up to [●] units (the “Closing Units”), with each Closing Unit consisting of one (1) share of common stock, $0.0001
par value per share (the “Common Stock”) of the Company, and two (2) warrants (the “Warrants”) of
the Company, each to purchase one (1) share of common stock at an exercise price of $[●] (representing 100% of the Closing Unit
offering price).


 


WHEREAS, the Company has filed with the Securities
and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-[●]) (as the same
may be amended from time to time, the “Registration Statement”), for the registration under the Securities Act of 1933,
as amended (the “Securities Act”), of the Closing Units, the Common Stock, and Warrants, and such Registration Statement
was declared effective on [●], 2022; and


 


WHEREAS, the Company desires the Warrant Agent
to act on behalf of the Company, and the Warrant Agent is willing to so act, in accordance with the terms set forth in this Warrant Agreement
in connection with the issuance, registration, transfer, exchange and exercise of the Warrants;


 


WHEREAS, the Company desires to provide for the
provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights,
and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things have been done and
performed which are necessary to make the Warrants the valid, binding and legal obligations of the Company, and to authorize the execution
and delivery of this Warrant Agreement.


 


NOW, THEREFORE, in consideration of the mutual
agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of Warrant Agent. The Company hereby appoints
the Warrant Agent to act as agent for the Company with respect to the Warrants, and the Warrant Agent hereby accepts such appointment
and agrees to perform the same in accordance with the express terms and conditions set forth in this Warrant Agreement (and no implied
terms or conditions).


 


2. Warrants.


 


2.1. Form of Warrants. The Warrants shall
be registered securities and shall be evidenced by a global warrant (“Global Warrant”) in the form of Exhibit A
to this Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for The Depository Trust Company (“DTC”)
and registered in the name of Cede & Co., a nominee of DTC. The terms of the Global Warrant are incorporated herein by reference.
If DTC subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent
regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer
necessary to have the Warrants available in, book-entry form, the Company may instruct the Warrant Agent to provide written instructions
to DTC to deliver to the Warrant Agent for cancellation of the Global Warrant, and the Company shall instruct the Warrant Agent to deliver
to DTC separate certificates evidencing Warrants (“Definitive Certificates” and, together with the Global Warrant,
“Warrant Certificates”) registered as requested through the DTC system.


 






     


     


    

 


2.2. Issuance and Registration of Warrants.


 


2.2.1. Warrant Register. The Warrant Agent
shall maintain books (“Warrant Register”) for the registration of original issuance and the registration of transfer
of the Warrants.


 


2.2.2. Issuance of Warrants. Upon the initial
issuance of the Warrants, the Warrant Agent shall issue the Global Warrant and deliver the Warrants in the DTC book-entry settlement system
in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of security entitlements in the Warrants
shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii) by institutions
that have accounts with DTC (each, a “Participant”).


 


2.2.3. Beneficial Owner; Holder. Prior to
due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose
name that Warrant shall be registered on the Warrant Register (the “Holder”) as the absolute owner of such Warrant
for purposes of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of the
Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by DTC governing
the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a Warrant evidenced
by the Global Warrant shall be exercised by the Holder or a Participant through the DTC system, except to the extent set forth herein
or in the Global Warrant.


 


2.2.4. Delivery of Warrant Certificate. A
Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant Certificate
Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for the exchange of some or all of such Holder’s
Global Warrants for a Warrant Certificate evidencing the same number of Warrants, which request shall be in the form attached hereto as
Exhibit B (a “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request
Notice by the Holder, the “Warrant Certificate Request Notice Date” and the deemed surrender upon delivery by the Holder
of a number of Global Warrants for the same number of Warrants evidenced by a Warrant Certificate, a “Warrant Exchange”),
the Warrant Agent shall promptly effect the Warrant Exchange and shall promptly issue and deliver to the Holder a Warrant Certificate
for such number of Warrants in the name set forth in the Warrant Certificate Request Notice. Such Warrant Certificate shall be dated the
date of issuance of the Warrant Certificate, shall include the initial exercise date of the Warrants, shall be executed by an authorized
signatory of the Company and shall be reasonably acceptable in all respects to such Holder. In connection with a Warrant Exchange, the
Company agrees to deliver, or to direct the Warrant Agent to deliver, the Warrant Certificate to the Holder within three (3) Business
Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant
Certificate Delivery Date”). If the Company fails for any reason to deliver to the Holder the Warrant Certificate subject to
the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated
damages and not as a penalty, for each $1,000 of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”)
evidenced by such Warrant Certificate (based on the VWAP (as defined in the Warrants) of the Common Stock on the Warrant Certificate Request
Notice Date), $10 per Business Day for each Business Day after such Warrant Certificate Delivery Date until such Warrant Certificate is
delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. The Company covenants and agrees
that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Warrant
Certificate and, notwithstanding anything to the contrary set forth herein, the Warrant Certificate shall be deemed for all purposes to
contain all of the terms and conditions of the Warrants evidenced by such Warrant Certificate and the terms of this Agreement.


 


2.2.5. Execution. The Warrant Certificates
shall be executed on behalf of the Company by any authorized officer of the Company (an “Authorized Officer”), which
need not be the same authorized signatory for all of the Warrant Certificates, either manually or by facsimile signature. The Warrant
Certificates shall be countersigned by an authorized signatory of the Warrant Agent, which need not be the same signatory for all of the
Warrant Certificates, and no Warrant Certificate shall be valid for any purpose unless so countersigned. In case any Authorized Officer
of the Company that signed any of the Warrant Certificates ceases to be an Authorized Officer of the Company before countersignature by
the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant
Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificates had not ceased to
be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date
of the execution of such Warrant Certificate, shall be an Authorized Officer of the Company authorized to sign such Warrant Certificate,
although at the date of the execution of this Warrant Agreement any such person was not such an Authorized Officer.


 






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2.2.6. Registration of Transfer. At any time
at or prior to the expiration date, a transfer of any Warrants may be registered and any Warrant Certificate or Warrant Certificates may
be split up, combined or exchanged for another Warrant Certificate or Warrant Certificates evidencing the same number of Warrants as the
Warrant Certificate or Warrant Certificates surrendered. Any Holder desiring to register the transfer of Warrants or to split up, combine
or exchange any Warrant Certificate shall make such request in writing delivered to the Warrant Agent, and shall surrender to the Warrant
Agent the Warrant Certificate or Warrant Certificates evidencing the Warrants the transfer of which is to be registered or that is or
are to be split up, combined or exchanged and, in the case of registration of transfer, shall provide a signature guarantee. Thereupon,
the Warrant Agent shall countersign and deliver to the person entitled thereto a Warrant Certificate or Warrant Certificates, as the case
may be, as so requested. The Company and the Warrant Agent may require payment, by the Holder requesting a registration of transfer of
Warrants or a split-up, combination or exchange of a Warrant Certificate (but, for purposes of clarity, not upon the exercise of the Warrants
and issuance of Warrant Shares to the Holder), of a sum sufficient to cover any tax or governmental charge that may be imposed in connection
with such registration of transfer, split-up, combination or exchange, together with reimbursement to the Company and the Warrant Agent
of all reasonable expenses incidental thereto.


 


2.2.7. Loss, Theft and Mutilation of Warrant Certificates.
Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation
of a Warrant Certificate, and, in case of loss, theft or destruction, of indemnity or security in customary form and amount, and reimbursement
to the Company and the Warrant Agent of all reasonable expenses incidental thereto, and upon surrender to the Warrant Agent and cancellation
of the Warrant Certificate if mutilated, the Warrant Agent shall, on behalf of the Company, countersign and deliver a new Warrant Certificate
of like tenor to the Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated. The Warrant Agent may charge the
Holder an administrative fee for processing the replacement of lost Warrant Certificates. The Warrant Agent may receive compensation from
the surety companies or surety agents for administrative services provided to them.


 


2.2.8. Proxies. The Holder of a Warrant may
grant proxies or otherwise authorize any person, including the Participants and beneficial holders that may own interests through the
Participants, to take any action that a Holder is entitled to take under this Agreement or the Warrants; provided, however,
that at all times that Warrants are evidenced by a Global Warrant, exercise of those Warrants shall be effected on their behalf by Participants
through DTC in accordance with the procedures administered by DTC.


 


3. Terms and Exercise of Warrants.


 


3.1. Exercise Price. Each Warrant shall
entitle the Holder, subject to the provisions of the applicable Warrant Certificate and of this Warrant Agreement, to purchase from the
Company the number of shares of Common Stock stated therein, at the price of $[●] per whole share, subject to the subsequent adjustments
provided in the Global Warrant. The term “Exercise Price” as used in this Warrant Agreement refers to the price per
share at which the Common Stock may be purchased at the time a Warrant is exercised.


 


3.2. Duration of Warrants. A Warrant may
be exercised only during the period (“Exercise Period”) commencing on the date of issuance and ending on the Termination
Date. For purposes of this Warrant Agreement, the “Termination Date” shall have the meaning set forth in the
Global Warrant. Each Warrant not exercised on or before the Termination Date shall become void, and all rights thereunder and all rights
in respect thereof under this Agreement shall cease at the close of business on the Termination Date.


 






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3.3. Exercise of Warrants.


 


3.3.1. Exercise. Subject to the provisions
of the Global Warrant, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise Warrants by
delivering to the Company or Warrant Agent, not later than 5:00 p.m., Eastern Standard Time, on any Business Day during the Exercise Period
a notice of exercise of the Warrants to be exercised (A) in the form attached to the Global Warrant or (B) via an electronic warrant exercise
through the DTC system (each, an “Election to Purchase”) and (ii) within one (1) Trading Day of the Date of
Exercise, Warrants to be exercised by (A) surrender of the Warrant Certificate evidencing the Warrants to the Warrant Agent at its office
designated for such purpose or (B) delivery of the Warrants to an account of the Warrant Agent at DTC designated for such purpose in writing
by the Warrant Agent to DTC from time to time. Partial exercises of a Warrant resulting in purchases of a portion of the total number
of Warrant Shares available thereunder 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. Notwithstanding anything herein to the contrary, the Holder shall
not be required to physically surrender a Warrant Certificate until the Holder has purchased all of the Warrant Shares available thereunder
and the Warrant has been exercised in full, in which case, the Holder shall surrender such Warrant to the Company for cancellation within
three (3) Trading Days of the date the final notice of exercise is delivered to the Company. All other requirements for the exercise of
a Warrant shall be as set forth in the Warrant.


 


3.3.2. The Warrant Agent shall, by 5:00 p.m., New
York City time, on the Trading Day following the exercise date of any Warrant, advise the Company, the transfer agent and registrar for
the Company’s Common Stock, in respect of (i) the number of Warrant Shares indicated on the notice of exercise as issuable upon
such exercise with respect to such exercised Warrants, (ii) the instructions of the Holder or Participant, as the case may be, provided
to the Warrant Agent with respect to the delivery of the Warrant Shares and the number of Warrants that remain outstanding after such
exercise and (iii) such other information as the Company or such transfer agent and registrar shall reasonably request. The Company shall
issue the Warrant Shares in compliance with the terms of the Warrant.


 


3.3.3. Valid Issuance. All Warrant Shares
issued by the Company upon the proper exercise of a Warrant in conformity with this Warrant Agreement shall be validly issued, fully paid
and non-assessable.


 


3.3.4. No Fractional Exercise. Notwithstanding
any provision contained in this Warrant Agreement to the contrary, no fractional shares or scrip representing fractional shares shall
be issued upon the exercise of the 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.


 


3.3.5. No Transfer Taxes. The Company shall
not be required to pay any stamp or other tax or governmental charge required to be paid in connection with any transfer involved in the
issue of the Warrant Shares upon the exercise of Warrants; and in the event that any such transfer is involved, the Company shall not
be required to issue or deliver any Warrant Shares until such tax or other charge shall have been paid or it has been established to the
Company’s satisfaction that no such tax or other charge is due.


 


3.3.6. Date of Issuance. The Company will
treat an exercising Holder as a beneficial owner of the Warrant Shares as of the exercise date, and for purposes of Regulation SHO, a
holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through
DTC shall be deemed to have exercised its interest in this Warrant upon instructing its broker that is a DTC participant to exercise its
interest in this Warrant, except that, if the exercise date is a date when the share transfer books of the Company are closed, such person
shall be deemed to have become the holder of such shares at the open of business on the next succeeding date on which the share transfer
books are open.


 






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4. Adjustments. Upon every adjustment of the Exercise Price
or the number of Warrant Shares issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent,
which notice shall state the Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of Warrant
Shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based. Upon the occurrence of any event specified in Section 3 of the Warrant, then, in any such
event, the Company shall give written notice to the Warrant Agent. Failure to give such notice, or any defect therein, shall not affect
the legality or validity of such event. The Warrant Agent shall be entitled to rely conclusively on, and shall be fully protected in relying
on, any certificate, notice or instructions provided by the Company with respect to any adjustment of the Exercise Price or the number
of shares issuable upon exercise of a Warrant, or any related matter, and the Warrant Agent shall not be liable for any action taken,
suffered or omitted to be taken by it in accordance with any such certificate, notice or instructions or pursuant to this Warrant Agreement.
The Warrant Agent shall not be deemed to have knowledge of any such adjustment unless and until it shall have received written notice
thereof from the Company.


 


5. Restrictive Legends; Fractional Warrants. In the event that
a Warrant Certificate surrendered for transfer bears a restrictive legend, the Warrant Agent shall not register that transfer until the
Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the Warrants
must also bear a restrictive legend upon that transfer. The Warrant Agent shall not be required to effect any registration of transfer
or exchange which will result in the transfer of or delivery of a Warrant Certificate for a fraction of a Warrant.


 


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


 


6.1. No Rights as Shareholder. Except as
otherwise specifically provided herein, a Holder, solely in its capacity as a holder of Warrants, shall not be entitled to vote or receive
dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant Agreement
be construed to confer upon a Holder, solely in its capacity as the registered holder of Warrants, any of the rights of a shareholder
of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of shares of
the Company, reclassification of share capital, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends
or subscription rights or rights to participate in new issues of shares, or otherwise, prior to the issuance to the Holder of the Warrant
Shares which it is then entitled to receive upon the due exercise of Warrants.


 


6.2. Reservation of Shares of Common Stock.
The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that will be
sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant Agreement.


 


7. Concerning the Warrant Agent and Other Matters.


 


7.1. Any instructions given to the Warrant Agent
orally, as permitted by any provision of this Warrant Agreement, shall be confirmed in writing by the Company as soon as practicable.
The Warrant Agent shall not be liable or responsible and shall be fully authorized and protected for acting, or failing to act, in accordance
with any oral instructions which do not conform with the written confirmation received in accordance with this Section 7.1.


 


7.2. (a) Whether or not any Warrants are exercised,
for the Warrant Agent’s services as agent for the Company hereunder, the Company shall pay to the Warrant Agent such fees as may
be separately agreed between the Company and Warrant Agent and the Warrant Agent’s out of pocket expenses in connection with this
Warrant Agreement, including, without limitation, the fees and expenses of the Warrant Agent’s counsel. While the Warrant Agent
endeavors to maintain out-of-pocket charges (both internal and external) at competitive rates, these charges may not reflect actual out-of-pocket
costs, and may include handling charges to cover internal processing and use of the Warrant Agent’s billing systems. (b) All amounts
owed by the Company to the Warrant Agent under this Warrant Agreement are due within 30 days of the invoice date. Delinquent payments
are subject to a late payment charge of one and one-half percent (1.5%) per month commencing 45 days from the invoice date. The Company
agrees to reimburse the Warrant Agent for any attorney’s fees and any other costs associated with collecting delinquent payments.
(c) No provision of this Warrant Agreement shall require Warrant Agent to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties under this Warrant Agreement or in the exercise of its rights.


 






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7.3. As agent for the Company hereunder the Warrant
Agent: (a) shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing
by the Warrant Agent and the Company; (b) shall be regarded as making no representations and having no responsibilities as to the validity,
sufficiency, value, or genuineness of the Warrants or any Warrant Shares; (c) shall not be obligated to take any legal action hereunder;
if, however, the Warrant Agent determines to take any legal action hereunder, and where the taking of such action might, in its judgment,
subject or expose it to any expense or liability it shall not be required to act unless it has been furnished with an indemnity reasonably
satisfactory to it; (d) may rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument,
opinion, notice, letter, telegram, telex, facsimile transmission or other document or security delivered to the Warrant Agent and believed
by it to be genuine and to have been signed by the proper party or parties; (e) shall not be liable or responsible for any recital or
statement contained in the Registration Statement or any other documents relating thereto; (f) shall not be liable or responsible for
any failure on the part of the Company to comply with any of its covenants and obligations relating to the Warrants, including without
limitation obligations under applicable securities laws; (g) may rely on and shall be fully authorized and protected in acting or failing
to act upon the written, telephonic or oral instructions with respect to any matter relating to its duties as Warrant Agent covered by
this Warrant Agreement (or supplementing or qualifying any such actions) of officers of the Company, and is hereby authorized and directed
to accept instructions with respect to the performance of its duties hereunder from the Company or counsel to the Company, and may apply
to the Company, for advice or instructions in connection with the Warrant Agent’s duties hereunder, and the Warrant Agent shall
not be liable for any delay in acting while waiting for those instructions; any applications by the Warrant Agent for written instructions
from the Company may, at the option of the Warrant Agent, set forth in writing any action proposed to be taken or omitted by the Warrant
Agent under this Warrant Agreement and the date on or after which such action shall be taken or such omission shall be effective; the
Warrant Agent shall not be liable for any action taken by, or omission of, the Warrant Agent in accordance with a proposal included in
such application on or after the date specified in such application (which date shall not be less than five Business Days after the date
such application is sent to the Company, unless the Company shall have consented in writing to any earlier date) unless prior to taking
any such action, the Warrant Agent shall have received written instructions in response to such application specifying the action to be
taken or omitted; (h) may consult with counsel satisfactory to the Warrant Agent, including its in-house counsel, and the advice of such
counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by it hereunder in
good faith and in accordance with the advice of such counsel; (i) may perform any of its duties hereunder either directly or by or through
nominees, correspondents, designees, or subagents, and it shall not be liable or responsible for any misconduct or negligence on the part
of any nominee, correspondent, designee, or subagent appointed with reasonable care by it in connection with this Warrant Agreement; (j)
is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person; and (k) shall not be required
hereunder to comply with the laws or regulations of any country other than the United States of America or any political subdivision thereof.


 


7.4. (a) In the absence of gross negligence or
willful or illegal misconduct on its part, the Warrant Agent shall not be liable for any action taken, suffered, or omitted by it or for
any error of judgment made by it in the performance of its duties under this Warrant Agreement. Anything in this Warrant Agreement to
the contrary notwithstanding, in no event shall Warrant Agent be liable for special, indirect, incidental, consequential or punitive losses
or damages of any kind whatsoever (including but not limited to lost profits, liquidated damages or buy-in claims), even if the Warrant
Agent has been advised of the possibility of such losses or damages and regardless of the form of action. Any liability of the Warrant
Agent will be limited in the aggregate to the amount of fees paid by the Company hereunder. The Warrant Agent shall not be liable for
any failures, delays or losses, arising directly or indirectly out of conditions beyond its reasonable control including, but not limited
to, acts of government, exchange or market ruling, suspension of trading, work stoppages or labor disputes, fires, civil disobedience,
riots, rebellions, storms, electrical or mechanical failure, computer hardware or software failure, communications facilities failures
including telephone failure, war, terrorism, insurrection, earthquakes, floods, acts of God or similar occurrences. (b) In the event any
question or dispute arises with respect to the proper interpretation of the Warrants or the Warrant Agent’s duties under this Warrant
Agreement or the rights of the Company or of any Holder, the Warrant Agent shall not be required to act and shall not be held liable or
responsible for its refusal to act until the question or dispute has been judicially settled (and, if appropriate, it may file a suit
in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction, binding
on all persons interested in the matter which is no longer subject to review or appeal, or settled by a written document in form and substance
satisfactory to Warrant Agent and executed by the Company and each such Holder. In addition, the Warrant Agent may require for such purpose,
but shall not be obligated to require, the execution of such written settlement by all the Holders and all other persons that may have
an interest in the settlement.


 


7.5. The Company covenants to indemnify the Warrant
Agent and hold it harmless from and against any loss, liability, claim or expense (“Loss”) arising out of or in connection
with the Warrant Agent’s duties under this Warrant Agreement, including the costs and expenses of defending itself against any Loss,
unless such Loss shall have been determined by a court of competent jurisdiction to be a result of the Warrant Agent’s gross negligence
or willful misconduct.


 






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7.6. Unless terminated earlier by the parties hereto,
this Agreement shall terminate 90 days after the earlier of the Expiration Date and the date on which no Warrants remain outstanding (the
“Termination Date”). On the Business Day following the Termination Date, the Warrant Agent shall deliver to the Company
any entitlements, if any, held by the Warrant Agent under this Warrant Agreement. The Warrant Agent’s right to be reimbursed for
fees, charges and out-of-pocket expenses as provided in this Section 7 shall survive the termination of this Warrant Agreement.


 


7.7. If any provision of this Warrant Agreement
shall be held illegal, invalid, or unenforceable by any court, this Warrant Agreement shall be construed and enforced as if such provision
had not been contained herein and shall be deemed an Agreement among the parties to it to the full extent permitted by applicable law.


 


7.8. The Company represents and warrants that:
(a) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation; (b) the offer and sale of the Warrants
and the execution, delivery and performance of all transactions contemplated thereby (including this Warrant Agreement) have been duly
authorized by all necessary corporate action and will not result in a breach of or constitute a default under the certificate of incorporation,
bylaws or any similar document of the Company or any indenture, agreement or instrument to which it is a party or is bound; (c) this Warrant
Agreement has been duly executed and delivered by the Company and constitutes the legal, valid, binding and enforceable obligation of
the Company; (d) the Warrants will comply in all material respects with all applicable requirements of law; and (e) to the best of its
knowledge, there is no litigation pending or threatened as of the date hereof in connection with the offering of the Warrants.


 


7.9. In the event of inconsistency between this
Warrant Agreement and the descriptions in the Warrant, as it may from time to time be amended, the terms of this Warrant shall control.


 


7.10. Set forth in Exhibit C hereto is a
list of the names and specimen signatures of the persons authorized to act for the Company under this Warrant Agreement (the “Authorized
Representatives”). The Company shall, from time to time, certify to you the names and signatures of any other persons authorized
to act for the Company under this Warrant Agreement.


 


7.11. Except as expressly set forth elsewhere in
this Warrant Agreement, all notices, instructions and communications under this Agreement shall be in writing, shall be effective upon
receipt and shall be addressed, if to the Company, to its address set forth beneath its signature to this Agreement, or, if to the Warrant
Agent, to [●], or to such other address of which a party hereto has notified the other party.


 


7.12. (a) This Warrant Agreement shall be governed
by and construed in accordance with the laws of the State of New York. All actions and proceedings relating to or arising from, directly
or indirectly, this Warrant Agreement may be litigated in courts located within the Borough of Manhattan in the City and State of New
York. The Company hereby submits to the personal jurisdiction of such courts and consents that any service of process may be made by certified
or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder. Each of the
parties hereto hereby waives the right to a trial by jury in any action or proceeding arising out of or relating to this Warrant Agreement.
(b) This Warrant Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. This Warrant
Agreement may not be assigned, or otherwise transferred, in whole or in part, by either party without the prior written consent of the
other party, which the other party will not unreasonably withhold, condition or delay; except that (i) consent is not required for an
assignment or delegation of duties by Warrant Agent to any affiliate of Warrant Agent and (ii) any reorganization, merger, consolidation,
sale of assets or other form of business combination by Warrant Agent or the Company shall not be deemed to constitute an assignment of
this Warrant Agreement. (c) No provision of this Warrant Agreement may be amended, modified or waived, except in a written document signed
by both parties. The Company and the Warrant Agent may amend or supplement this Warrant Agreement without the consent of any Holder for
the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing
any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable
and that the parties determine, in good faith, shall not adversely affect the interest of the Holders. All other amendments and supplements
shall require the vote or written consent of Holders of at least 50.1% of the then outstanding Warrants, provided that adjustments may
be made to the Warrant terms and rights in accordance with Section 4 without the consent of the Holders. Nothing in this Section 7.12
shall limit or restrict the federal district court in which a party may bring a claim under the U.S. federal securities laws.


 






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7.13. Payment of Taxes. The Company will
from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance
or delivery of Warrant Shares upon the exercise of Warrants, but the Company may require the Holders to pay any transfer taxes in respect
of the Warrants or such shares. The Warrant Agent may refrain from registering any transfer of Warrants or any delivery of any Warrant
Shares unless or until the persons requesting the registration or issuance shall have paid to the Warrant Agent for the account of the
Company the amount of such tax or charge, if any, or shall have established to the reasonable satisfaction of the Company and the Warrant
Agent that such tax or charge, if any, has been paid.


 


7.14. Resignation of Warrant Agent.


 


7.14.1. Appointment of Successor Warrant Agent.
The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities
hereunder after giving thirty (30) days’ notice in writing to the Company, or such shorter period of time agreed to by the Company.
The Company may terminate the services of the Warrant Agent, or any successor Warrant Agent, after giving thirty (30) days’ notice
in writing to the Warrant Agent or successor Warrant Agent, or such shorter period of time as agreed. If the office of the Warrant Agent
becomes vacant by resignation, termination or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant
Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified
in writing of such resignation or incapacity by the Warrant Agent, then the Warrant Agent or any Holder may apply to any court of competent
jurisdiction for the appointment of a successor Warrant Agent at the Company’s cost. Pending appointment of a successor to such
Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor
Warrant Agent (but not including the initial Warrant Agent), whether appointed by the Company or by such court, shall be a person organized
and existing under the laws of any state of the United States of America, in good standing, and authorized under such laws to exercise
corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant
Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with
like effect as if originally named as Warrant Agent hereunder, without any further act or deed, and except for executing and delivering
documents as provided in the sentence that follows, the predecessor Warrant Agent shall have no further duties, obligations, responsibilities
or liabilities hereunder, but shall be entitled to all rights that survive the termination of this Warrant Agreement and the resignation
or removal of the Warrant Agent, including but not limited to its right to indemnity hereunder. If for any reason it becomes necessary
or appropriate or at the request of the Company, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company,
an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder;
and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing
for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 


7.14.2. Notice of Successor Warrant Agent.
In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and
the transfer agent for the Shares not later than the effective date of any such appointment.


 


7.14.3. Merger or Consolidation of Warrant Agent.
Any person into which the Warrant Agent may be merged or converted or with which it may be consolidated or any person resulting from any
merger, conversion or consolidation to which the Warrant Agent shall be a party or any person succeeding to the shareowner services business
of the Warrant Agent or any successor Warrant Agent shall be the successor Warrant Agent under this Warrant Agreement, without any further
act or deed. For purposes of this Warrant Agreement, “person” shall mean any individual, firm, corporation, partnership, limited
liability company, joint venture, association, trust or other entity, and shall include any successor (by merger or otherwise) thereof
or thereto.


 






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8. Miscellaneous Provisions.


 


8.1. Persons Having Rights under this Warrant
Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from any of the provisions hereof is intended,
or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy, or claim
under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof.


 


8.2. Examination of the Warrant Agreement.
A copy of this Warrant Agreement shall be available at all reasonable times at the office of the Warrant Agent designated for such purpose
for inspection by any Holder. Prior to such inspection, the Warrant Agent may require any such holder to provide reasonable evidence of
its interest in the Warrants.


 


8.3. Counterparts. This Warrant Agreement
may be executed in any number of original, facsimile or electronic counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


8.4. Effect of Headings. The Section headings
herein are for convenience only and are not part of this Warrant Agreement and shall not affect the interpretation thereof.


 


9. Certain Definitions. As used herein, the following terms
shall have the following meanings:


 


9.1 “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.


 


9.2 “Trading Day” means any
day on which the Common Stock is traded on the Trading Market, or, if the Trading Market is not the principal trading market for the Common
Stock, then on the principal securities exchange or securities market in the United States on which the Common Stock is then traded, provided
that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for
less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market
(or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour
ending at 4:00 p.m., Eastern Standard Time).


 


9.3 “Trading Market” means NYSE
American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange.


 


[Signature Page Follows]


 




    9


     


    

 


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


 


	 	FELICITEX THERAPEUTICS INC.
	 	 	 
	 	By:	                
	 	Name:	 
	 	Title:	 


 


	 	
    VSTOCK TRANSFER, LLC

	 	 	 
	 	By:	          
	 	Name:	 
	 	Title:	 


 




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EXHIBIT A


 


GLOBAL
WARRANT – OFFERING WARRANT


 


 


 




     


     


    

 


EXHIBIT B


 


WARRANT CERTIFICATE REQUEST NOTICE


 


To: ___________ as Warrant Agent for __________ (the “Company”)


 


The undersigned Holder of Common Stock Purchase Warrants (“Warrants”)
in the form of Global Warrants issued by the Company hereby elects to receive a Warrant Certificate evidencing the Warrants held by the
Holder as specified below:


 


	1.	Name of Holder of Warrants in form of Global Warrants: _____________________________
	 	 
	2.	Name of Holder in Warrant Certificate (if different from name of Holder of Warrants in form of Global Warrants): ________________________________
	 	 
	3.	Number of Warrants in name of Holder in form of Global Warrants: ___________________
	 	 
	4.	Number of Warrants for which Warrant Certificate shall be issued: __________________
	 	 
	5.	Number of Warrants in name of Holder in form of Global Warrants after issuance of Warrant Certificate, if any: ___________
	 	 
	6.	Warrant Certificate shall be delivered to the following address:


______________________________


______________________________


______________________________


______________________________


 


The undersigned hereby acknowledges and agrees that, in connection
with this Warrant Exchange and the issuance of the Warrant Certificate, the Holder is deemed to have surrendered the number of Warrants
in form of Global Warrants in the name of the Holder equal to the number of Warrants evidenced by the Warrant Certificate.


 


[SIGNATURE OF HOLDER]


 


Name of Investing Entity: ____________________________________________________


 


Signature of Authorized Signatory of Investing Entity: ______________________________


 


Name of Authorized Signatory: ________________________________________________


 


Title of Authorized Signatory: _________________________________________________


 


Date: _______________________________________________________________


 




     


     


    

 


EXHIBIT C


 


AUTHORIZED REPRESENTATIVES


 


	Name	 	Title	 	Signature
	Maria Vilenchik	 	Chief Executive Officer	 	 
	Arthur Healey	 	Chief Financial Officer