Exhibit 4.2 


 


FORM OF CLASS A WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT
(this “Agreement”), dated as of _________ ___, 2016, is by and between SEANERGY MARITIME HOLDINGS
CORP., a Marshall Islands corporation (the “Company”), and [●], a [●] corporation, as
the Warrant Agent (the “Warrant Agent”).


 


WHEREAS, the
Company is engaged in a public offering (the “Offering”) of common shares, par value $0.0001 per share,
of the Company (the “Common Shares”) and Class A warrants to purchase Common Shares and, in connection
therewith, has determined to issue and deliver up to [●] Class A Warrants (including up to [●] Class A Warrants subject
to an over-allotment option granted to the underwriters by the Company) to public investors in the Offering, each such Class A
Warrant evidencing the right of the holder thereof to purchase [●] Common Share for $[●] per share, subject to adjustment
as described herein (the “Warrants”);


 


WHEREAS, the
Company has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement
on Form F-1 (File No. 333-214322) (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 Common
Shares and the Warrants to be sold to investors in the Offering and the Common Shares underlying the Warrants;


 


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


 


WHEREAS, the
Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants,
or if the Warrants are held in “street name”, a Participant (as defined below) or a designee appointed by such Participant
(each, a “Holder” or “Registered Holder”); and


 


WHEREAS, all
acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company,
and to authorize the execution and delivery of this Agreement.


 


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


 


1.    Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and
the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and conditions
set forth in this Agreement (and no duties or obligations shall be inferred or implied). The Warrant Agent shall not assume any
obligations or relationship of agency or trust with any of the Holders.


 


2.    Warrants.


 


2.1    Form
of Warrant. Each Warrant shall be issued in registered form only and shall be in substantially the form of Exhibit
A hereto, the provisions of which are incorporated herein. Each Warrant shall be signed by, or bear the facsimile signature
of, the President, Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of the Company. In the
event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which
such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased
to be such at the date of issuance. All of the Warrants shall initially be represented by one or more book-entry certificates (each,
a “Book-Entry Warrant Certificate”).


 



    	 



    	 



    







 





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


 


2.3    Registration.


 


2.3.1    Warrant
Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration
of the original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant
Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise
in accordance with instructions delivered to the Warrant Agent by the Company. To the extent the Warrants are eligible for the
book entry and depository services of The Depository Trust Company (“DTC Eligible”) as of the date of
issuance (the “Issuance Date”), all of the Warrants shall be represented by one or more Book-Entry Warrant
Certificates deposited with The Depository Trust Company (the “Depository”) and registered in the name
of Cede & Co., a nominee of the Depository. Ownership of beneficial interests in the Book-Entry Warrant Certificates shall
be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by the Depository or its nominee
for each Book-Entry Warrant Certificate; (ii) by institutions that have accounts with the Depository (such institution, with respect
to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant
Agent with respect only to owners of beneficial interests represented by such direct registration. If the Warrants are not DTC
Eligible as of the Issuance Date or the Depository subsequently ceases to make its book-entry settlement system available for the
Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement within ten (10)
days after the Depository ceases to make its book-entry settlement available. In the event that the Company does not make alternative
arrangements for book-entry settlement within ten (10) days or the Warrants are not eligible for, or it is no longer necessary
to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions, upon receipt of written
instructions from the Company, to the Depository to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate,
and the Company shall instruct the Warrant Agent to deliver to the Depository definitive certificates (“Warrant Certificates”)
in physical form evidencing such Warrants. Such Warrant Certificates shall be in substantially the form annexed hereto as Exhibit
A.


 


2.3.2    Beneficial
Owner; Registered Holder. The term “beneficial owner” shall mean any person in whose name ownership of a beneficial
interest in the Warrants evidenced by a Book-Entry Warrant Certificate is recorded in the records maintained by the Depository
or its nominee. Prior to due presentment to the Warrant Agent for registration of transfer of any Warrant, the Company and the
Warrant Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register as the absolute owner
of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant
Certificate (as defined below) made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.4    Uncertificated
Warrants. Notwithstanding the foregoing and anything else herein to the contrary, the Warrants may be issued in uncertificated
form.





 



    	2



    	 



    







3.    Terms
and Exercise of Warrants.


 


3.1    Exercise
Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to
the provisions of such Warrant and of this Agreement, to purchase from the Company the number of Common Shares stated therein,
at the price of $[●] per share, subject to the adjustments provided herein. The term “Exercise Price”
as used in this Agreement shall mean the price per share at which Common Shares may be purchased at the time a Warrant is exercised.


 


3.2    Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing
on the Date of Issuance and ending on [●], 202[●] (the “Expiration Date”); provided,
however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in Section
3.3.2 or with respect to an effective registration statement. Each Warrant not exercised on or before the Expiration Date
shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New
York City time on the Expiration Date.


 


3.3    Exercise
of Warrants.


 


3.3.1    Payment. Subject
to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the
Registered Holder thereof by submitting a duly executed Election to Purchase attached to the applicable Warrant, at the office
of the Warrant Agent, or at the office of its successor as Warrant Agent, which may be done by fax or email delivery, and by paying,
within one Trading Day of the date of exercise, in full the Exercise Price for each full Common Share as to which the Warrant is
exercised (the “Aggregate Exercise Price”), in lawful money of the United States, by wire transfer or
in good certified check or good bank draft payable to the order of the Company or by Cashless Exercise, if permitted under, and
in accordance with, Section 3.3.2. Except as otherwise set forth in this Agreement, no ink-original Election to Purchase
shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Election to Purchase form
be required; provided, however, that if the Company’s transfer agent is not participating in the Depository’s
Fast Automated Securities Transfer Program and the Registered Holder requests that the Common Shares be issued or registered to
a holder other than the Registered Holder, then an ink-original Election to Purchase and a medallion guarantee shall be required.
If a Warrant Certificate is held by a Depository, then no physical delivery of a Warrant Certificate in order to effect an exercise
hereunder shall be required and, if a Warrant Certificate is held by any person other than the Depository, the Registered Holder
shall be required to physically deliver a Warrant Certificate in order to effect an exercise hereunder. The term “Trading
Day” means a day on which the principal securities exchange or trading market on which the Common Shares are listed
or quoted for trading is open for trading.





 


3.3.2    Cashless
Exercise. Notwithstanding anything contained herein to the contrary, if and only if an effective registration statement
covering the issuance of the Common Shares that are subject to the Election to Purchase is not available for the issuance of such
Common Shares, the Registered Holder may exercise a Warrant in whole or in part and, in lieu of making the cash payment otherwise
contemplated to be made to the Company upon such exercise in payment of the aggregate Exercise Price, elect instead to receive
upon such exercise the “Net Number” of Common Shares determined according to the following formula (a
“Cashless Exercise”):


 



    	3



    	 



    







	Net Number =	(A x B) - (A x C)
	B


 


For purposes of the foregoing formula:


 


	A =	the total number of shares with respect to which a Warrant is then being exercised.	 
	 	 	 
	B =	the last VWAP immediately preceding the time of delivery of the Election to Purchase giving rise to the applicable “cashless exercise”, which shall be set forth in the applicable Election to Purchase (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event that the Warrant is exercised at a time that the principal securities exchange or trading market on which the Common Shares are listed or quoted for trading is open for trading, the prior Trading Day’s VWAP shall be used in this calculation).
	 	 
	C =	the Exercise Price then in effect for the applicable Common Shares at the time of such exercise.


 


In connection with
any Cashless Exercise pursuant to this Section 3.3.2, the Warrant Agent will promptly deliver a copy of the Election
to Purchase to the Company to confirm the Net Number of Common Shares issuable in connection with the Cashless Exercise. The Company
shall calculate and transmit such calculations to the Warrant Agent, and the Warrant Agent shall have no obligation under this Section
3.3.2 to calculate, verify or confirm the Net Number of Common Shares to be issued with respect to such Cashless Exercise.


 


For purposes of Rule
144(d) promulgated under the Securities Act, as in effect on the date hereof, assuming the Registered Holder is not an affiliate
of the Company, the Common Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Registered Holder,
and the holding period for the Common Shares shall be deemed to have commenced, on the date the Warrant was originally issued.
Also, the Common Shares issued in a Cashless Exercise shall take on the registered characteristics of the Warrant being exercised.





 


3.3.3    Issuance
of Common Shares on Exercise. Subject to funds for exercise being received by the Company on or before the first Trading
Day following the date of receipt by the Company of an Election to Purchase, then on or before the Share Delivery Deadline, the
Company shall cause its transfer agent to (i) provided that the transfer agent is participating in the Depository’s
Fast Automated Securities Transfer Program, credit such aggregate number of Common Shares to which the Holder is entitled pursuant
to such exercise to the Holder’s or its designee’s balance account with the Depository through its Deposit/Withdrawal
at Custodian System, or (ii) if the transfer agent is not participating in the Depository’s Fast Automated Securities Transfer
Program, issue and deliver to the Holder, or at the Holder’s instruction pursuant to the delivered Election to Purchase,
the Holder’s agent or designee, in each case pursuant to this clause (ii), sent by reputable overnight courier to the address
specified in the applicable Election to Purchase, a certificate, registered in the Company’s share register in the name of
the Holder or its designee (as indicated in the applicable Election to Purchase), for the number of Common Shares to which the
Holder is entitled pursuant to such exercise. While any Warrants remain outstanding, the Company shall maintain a transfer agent
that participates in the Depository’s Fast Automated Securities Transfer Program. Notwithstanding anything to the contrary
contained herein, neither the Company nor the Warrant Agent shall be required to deliver any Common Shares upon a cash exercise
of a Warrant unless or until the Aggregate Exercise Price with respect to such exercise has been delivered to the Company in accordance
with Section 3.3.1 above.


 



    	4



    	 



    







3.3.4    Valid
Issuance. All Common Shares issued or issuable upon the proper exercise of a Warrant in conformity with this Agreement
shall be validly issued, fully paid and nonassessable.


 


3.3.5    Date
of Issuance. Each person in whose name any certificate for the Common Shares are issued, or is required to be issued hereunder,
or to whom Common Shares are credited (or are required to be credited) to such person’s account at the Depository shall be
deemed to have exercised the Warrants for purposes of Regulation SHO as of the time that a duly executed Election to Purchase is
delivered in accordance with Section 3.3.1. Each person in whose name any certificate for the Common Shares are issued,
or is required to be issued hereunder, or to whom Common Shares are credited (or are required to be credited) to such person’s
account at the Depository shall for all purposes be deemed to have become the holder of record of such Common Shares as of the
time that a duly executed Election to Purchase is delivered in accordance with Section 3.3.1, except that, in the case
of a cash exercise in accordance with Section 3.3.1, such person shall for all purposes be deemed to have become the
holder of record of such Common Shares on the first Trading Day after the date on which the Aggregate Exercise Price has been received
by the Company, irrespective of the date of delivery of such certificate or the date the Common Shares are credited to such person’s
account at the Depository, except that, if the date of such delivery and/or payment is a date when the stock transfer books of
the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next
succeeding date on which the stock transfer books are open.





 


3.3.6    Share
Delivery Failure. Subject to funds for exercise being received by the Company on or before the first Trading Day following
the date of receipt by the Company of an Election to Purchase, then if the Company shall fail, for any reason or for no reason,
to issue to the Holder within the earlier of (x) three (3) Trading Days and (y) the number of Trading Days comprising the Standard
Settlement Period (as defined below), after receipt of the applicable Election to Purchase (the “Share Delivery Deadline”),
a certificate for the number of Common Shares to which the Holder is entitled upon the Holder’s exercise of a Warrant or
credit the Holder’s balance account with the Depository for such number of Common Shares to which the Holder is entitled
upon the Holder’s exercise of this Warrant (as the case may be, but in each case without a restrictive legend) (a “Delivery
Failure”), and if on or after such Share Delivery Deadline the Holder purchases (in an open market transaction or
otherwise) Common Shares to deliver in satisfaction of a sale by the Holder of all or any portion of the number of Common Shares
issuable upon such exercise that the Holder so anticipated receiving from the Company, then, in addition to all other remedies
available to it, the Company shall, within three (3) Business Days (as defined below) after the Holder’s request and in the
Holder’s discretion, either (i) pay cash to the Holder in an amount equal to 100% of the Holder’s total purchase price
(including brokerage commissions and other out-of-pocket expenses, if any) for the Common Shares so purchased (including, without
limitation, by any other person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which
point the Company’s obligation to so issue and deliver such certificate or credit the Holder’s balance account with
the Depository for the number of Common Shares to which the Holder is entitled upon the Holder’s exercise hereunder (as the
case may be) (and to issue such Common Shares) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to
the Holder a certificate or certificates representing such Common Shares or credit the Holder’s balance account with the
Depository for the number of Common Shares to which the Holder is entitled upon the Holder’s exercise hereunder (as the case
may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number
of Common Shares multiplied by (B) the lowest VWAP of the Common Shares on any Trading Day during the period commencing on the
date of the applicable Election to Purchase and ending on the date immediately preceding the date of such issuance and payment
under this clause (ii). The term “Business Day” as used in this Agreement shall mean any day except a
Saturday, a Sunday or any other day on which commercial banks are required or authorized to close in the City of New York, State
of New York or the City of Athens in the Country of Greece. If the Company fails for any reason to deliver to the Holder the Common
Shares subject to an Election to Purchase by the Share Delivery Deadline, the Company shall pay to the Holder, in cash, as liquidated
damages and not as a penalty, for each $1,000 of Common Shares subject to such exercise (based on the VWAP of the Common Shares
on the date of the applicable Election to Purchase), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading
Day after such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Deadline until such Common Shares
are delivered or Holder rescinds such exercise. For the purposes of this provision “VWAP” means, for
any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares are then listed or
quoted on the NASDAQ Stock Market, The New York Stock Exchange or The NYSE MKT, the daily volume weighted average price of the
Common Shares for such date (or the nearest preceding date) on such exchange on which the Common Shares are then listed or quoted
as reported by Bloomberg, L.P. (“Bloomberg”) (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 the Common Shares are listed or quoted on the OTCQB or OTCQX (each as operated by OTC
Markets Group, Inc., or any successor market), the volume weighted average price of the Common Shares for such date (or the nearest
preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Shares are not then listed or quoted for trading on OTCQB or
OTCQX and if prices for the Common Shares are then reported in the OTC Pink published by OTC Markets Group, Inc. (or a similar
organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Shares
so reported, or (d) in all other cases, the fair market value of a Common Share 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. As used herein, “Standard Settlement Period” means
the standard settlement period, expressed in a number of Trading Days, on the Company’s principal securities exchange or
trading market with respect to the Common Shares as in effect on the date of delivery of the Election to Purchase. 





 



    	5



    	 



    







3.4    Beneficial
Ownership Limitation on Exercises. The Company shall not effect the exercise of any portion of a Warrant, and the Registered
Holder of such Warrant shall not have the right to exercise any portion of such Warrant, to the extent that after giving effect
to such exercise, the Registered Holder (together with the Registered Holder’s affiliates, and any persons acting as a group
together with the Registered Holder or any Registered Holder’s affiliates) would beneficially own in excess of 4.99% (the
“Maximum Percentage”) of the Common Shares outstanding immediately after giving effect to such exercise, provided,
however, that the foregoing limitation on exercise shall not apply to any Registered Holder who, together with such Registered
Holder’s affiliates, and any persons acting as a group together with such Registered Holder and such Registered Holder’s
affiliates, owns in excess of the Maximum Percentage immediately prior to the closing of the Offering. For purposes of the foregoing
sentence, the aggregate number of Common Shares beneficially owned by such Registered Holder and its affiliates, and any persons
acting as a group together with such Registered Holder and such Registered Holder’s affiliates, shall include the number
of Common Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made,
but shall exclude Common Shares which would be issuable upon (i) exercise of the remaining, unexercised portion of the Warrant
beneficially owned by the Registered Holder and its affiliates, and any persons acting as a group together with such Registered
Holder and such Registered Holder’s affiliates, and (ii) exercise or conversion of the unexercised or unconverted portion
of any other securities of the Company beneficially owned by the Registered Holder and its affiliates, and any persons acting as
a group together with such Registered Holder and such Registered Holder’s affiliates (including, without limitation, any
convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the
limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). The Warrant Agent shall not be responsible for calculating beneficial ownership in accordance with the provisions
of this Section 3.4, nor shall it have any duty to monitor or ensure compliance with this Section or take any action
with respect thereto (unless specifically instructed in writing by the Company). To the extent that the limitation contained in
this Section 3.4 applies, the Registered Holder’s submission of an Election to Purchase shall be deemed
to be the Registered Holder’s determination of whether a Warrant is exercisable (in relation to any other securities owned
by the Registered Holder together with any affiliates, and any persons acting as a group together with such Registered Holder and
such Registered Holder’s affiliates) and of which portion of a Warrant is exercisable, in each case subject to the Maximum
Percentage, 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 the Warrants, in determining the number of outstanding Common
Shares, the Registered Holder may rely on the number of outstanding Common Shares as reflected in the most recent of (1) the Company’s
most recent Form 20-F, Form 6-K or other public filing with the Commission, as the case may be, (2) a more recent written public
announcement by the Company, or (3) any other notice by the Company or its transfer agent setting forth the number of Common Shares
outstanding. For any reason at any time, upon the written or oral request of the Registered Holder, the Company shall within three
(3) Trading Days confirm to the Registered Holder the number of Common Shares then outstanding. In any case, the number of outstanding
Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including any
Warrant, by the Registered Holder and its affiliates, and any persons acting as a group together with such Registered Holder and
such Registered Holder’s affiliates, since the date as of which such number of outstanding Common Shares was reported. By
written notice to the Company, a Registered Holder may from time to time increase or decrease the Maximum Percentage to 9.99% of
the number of shares of the Common Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise
of a Warrant and the provisions of this Section 3.4 shall continue to apply; provided that (y)
any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company,
and (z) any such increase or decrease will apply only to that Registered Holder. For purposes of clarity, the Common Shares underlying
any Warrant in excess of the Maximum Percentage for a Registered Holder shall not be deemed to be beneficially owned by that Registered
Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. The provisions
set forth herein shall be construed and implemented in a manner otherwise than in strict conformity with the other terms of this Section
3.4 to the extent necessary to correct any such provision 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.





 



    	6



    	 



    







3.5    Cost
Basis Information.     


 


3.5.1    In
the event of a cash exercise, the Company shall instruct the Warrant Agent to record cost basis for newly issued shares in a manner
reasonably determined by the Company to be subsequently communicated by the Company to the Warrant Agent. In the absence of basis
information provided by the Company, securities will be recorded by the Warrant Agent as noncovered.


 


3.5.2    In
the event of a Cashless Exercise, the Company shall provide cost basis for shares issued pursuant to a Cashless Exercise at the
time the Company confirms the Net Number to the Warrant Agent pursuant to Section 3.3.2 hereof.


 


4.    Adjustments.


 


4.1    Stock
Dividends.


 


4.1.1    Split-Ups. If
after the date hereof, the number of outstanding Common Shares are increased by a stock dividend payable in Common Shares, or by
a split-up of Common Shares or other similar event, then, on the effective date of such stock dividend, split-up or similar event,
the number of Common Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding
Common Shares and the Exercise Price shall be proportionally decreased such that the aggregate Exercise Price, after such adjustments,
remains the same for each Warrant.


 


4.1.2    Extraordinary
Dividends and Other Distributions. If the Company shall declare or make any dividend or other distribution of its assets
(or rights to acquire its assets) to holders of Common Shares, 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), except to the extent an adjustment was already made pursuant to Section
4.1.1 or Section 4.2, and other than regular quarterly or other periodic dividends that may be initiated in
the future (a “Distribution”), at any time after the issuance of a Warrant, then, in each such case,
then the Exercise Price shall be decreased, effective immediately after the effective date of such Distribution, by the amount
of cash and/or the fair market value (as determined by the Company's Board of Directors, in good faith) of any securities or other
assets paid on each Common Share in respect of such Distribution in order that subsequent thereto upon exercise of the Warrants
the Holder may obtain the equivalent benefit of such Distribution.


 


4.2    Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 4.6, the number of outstanding
Common Shares are decreased by a consolidation, combination, reverse stock split or reclassification of Common Shares or other
similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar
event, the number of Common Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding
Common Shares and the Exercise Price shall be proportionally increased such that the aggregate Exercise Price, after such adjustments,
remains the same for each Warrant.





 



    	7



    	 



    







4.3    Subsequent
Rights Offerings. In addition to any adjustments stated herein, if at any time the Company grants, issues or sells any
security of the Company or any other entity that is convertible into, or exercisable or exchangeable for Common Shares or any warrant
or other right to purchase Common Shares or any other security of the Company or any other entity that is convertible into, or
exercisable or exchangeable for Common Shares or other property pro rata to all the record holders of any class of Common Shares
(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 Common
Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without
limitation on the Maximum Percentage immediately before the date on which a record is taken for the grant, issuance or sale of
such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Shares are to be determined
for the grant, issue or sale of such Purchase Rights; provided, however, to the extent that the Holder’s right
to participate in any such Purchase Right would result in the Holder exceeding the Maximum Percentage, then the Holder shall not
be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Common Shares 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 Maximum Percentage, at which time or times the
Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent
Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation.


 


4.4    [Intentionally
omitted.] 


 


4.5    Fundamental
Transactions. 


 


4.5.1    If,
at any time while the Warrants are 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, 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 (whether by the Company
or another person) is completed pursuant to which holders of Common Shares 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 Common Shares, (iv)
the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization
of the Common Shares or any compulsory share exchange pursuant to which the Common Shares are effectively converted into or exchanged
for other securities, cash or property, (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 or scheme of arrangement) with another person or group of persons (other than Claudia Restis or Jelco Delta Holding Corp.
or associated or affiliated persons in connection with the conversion of either of the convertible promissory notes issued to Jelco
Delta Holding Corp. by the Company prior to the date hereof, as such notes may be amended from time to time, or any other convertible
promissory notes that may be issued to Claudia Restis or Jelco Delta Holding Corp. or associated or affiliated persons by the Company
after the date herof ), whereby such other person or group acquires more than 50% of the outstanding Common Shares (not including
any Common Shares held by the other person or other persons making or party to, or associated or affiliated with the other persons
making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”),
then, upon any subsequent exercise of a Warrant, the Registered Holder of each Warrant shall have the right to receive, for each
Common Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction,
at the option of the Registered Holder (without regard to any limitation in Section 3.4 on the exercise of the
Warrants), the number of Common Shares 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 Common Shares for which a Warrant is exercisable immediately prior to such Fundamental
Transaction (without regard to any limitation in Section 3.4 on the exercise of the Warrants), without duplication
of the Successor Entity securities deliverable under Section 4.5.2 below. 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 Common Share 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 Shares are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction, then each Registered Holder shall be given the same choice as to the Alternate Consideration such
Registered Holder receives upon any exercise of a Warrant following such Fundamental Transaction. 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, purchase
this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised
portion of this Warrant outstanding as of the date of the exercise of the Holder’s option. “Black Scholes Value”
means the value of this Warrant based on the Black and 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 Expiration Date, (B) an expected volatility equal to the greater
of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately following the
public announcement of the applicable Fundamental Transaction, or, if the Fundamental Transaction is not publicly announced, the
date the Fundamental Transaction is consummated, (C) the underlying price per share used in such calculation shall be 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, (D) (iv) a zero cost of borrow and (v) a 360 day annualization factor. The payment of the Black Scholes
Value will be made by wire transfer of immediately available funds within five Business Days of the Holder’s election (or,
if later, on the effective date of the Fundamental Transaction).


 



    	8



    	 



    







4.5.2    The
Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) and for which stockholders of the Company received any equity securities of the Successor Entity to assume
in writing all obligations of the Company under each Warrant in accordance with the provisions of this Section 4.5 pursuant
to agreements in form and substance reasonably satisfactory to the Registered Holders and approved by the Registered Holders holding
Warrants to purchase at least a majority of the shares of Common Shares underlying the then outstanding Warrants (without unreasonable
delay) prior to such Fundamental Transaction and shall, at the option of each Registered Holder, deliver to such Registered Holder
in exchange for such Registered Holder’s Warrant a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to such Registered Holder’s 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 Shares acquirable and receivable upon
exercise of such Warrant (without regard to the limitations on exercise set forth in Section 3.4) 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 Shares 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
such Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental
Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental
Transaction, the provisions of this Agreement and each Warrant referring to the “Company” shall refer
instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations
of the Company under this Agreement and each Warrant with the same effect as if such Successor Entity had been named as the Company
herein.


 


4.6    Calculations. All
calculations under this Section 4 shall be made by the Company and shall be made to the nearest cent or the nearest
whole share, as the case may be. For purposes of this Section 4, any calculation of the number of Common Shares deemed
to be issued and outstanding as of a given date shall not include treasury shares, if any. Notwithstanding anything to the contrary
in this Section 4, no adjustment in the Exercise Price shall be required unless such adjustment would require an increase
or decrease of at least 1% in such price; provided, however, that any adjustments which by reason of the immediately
preceding sentence are not required to be made shall be carried forward and taken into account in any subsequent adjustment.


 


4.7    Notices
of Changes in Warrant. Upon every adjustment of the Exercise Price or the number of 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 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 Sections 4.1, 4.2 or 4.3  (each,
an “Adjustment Event”), the Company shall give written notice of the occurrence of such event to each
Warrant holder, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date
of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event. The
Company hereby agrees that it will provide the Warrant Agent with reasonable notice of Adjustment Events or any event under Section
4.5. The Company further agrees that it will provide to the Warrant Agent with any new or amended exercise terms. The Warrant
Agent shall have no obligation under any Section of this Agreement to determine whether an Adjustment Event or an event under Section
4.5 has occurred or are scheduled or contemplated to occur or to calculate, verify or confirm any of the adjustments set
forth in this Agreement. 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 report on Form 6-K.


 



    	9



    	 



    







4.8    No
Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue
fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder
of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall,
upon such exercise, round down to the nearest whole number the number of Common Shares to be issued to such Holder. If fewer than
all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained
by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance
of the Warrants remaining after such exercise.


 


4.9    Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4,
and Warrants issued after such adjustment may state the same Exercise Price and the same number of shares as is stated in the Warrants
initially issued pursuant to this Agreement.


 


5.    Transfer
and Exchange of Warrants.


 


5.1    Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed by an eligible guarantor
institution participating in a signature guarantee program approved by the Securities Transfer Association and accompanied by appropriate
instructions for transfer, as well as any other evidence of authority that may be reasonably required by the Warrant Agent. Upon
any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be
cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time
upon request.


 


5.2    Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange
or transfer reasonably acceptable to the Warrant Agent, duly executed by the Registered Holder thereof, or by a duly authorized
attorney, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that
except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred
only in whole and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a
successor depository.


 


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


 


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


 



    	10



    	 



    







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


 


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


 


6.2    Lost,
Stolen, Mutilated, or Destroyed Warrants. If any Warrant Certificate is lost, stolen, mutilated, or destroyed, absent
notice to the Company or the Warrant Agent that such Warrant Certificate has been acquired by a “protected” purchaser,
the Company may, upon receipt by the Warrant Agent of an open penalty surety bond satisfactory to it and holding it and Company
harmless, or any other condition as the Company and the Warrant Agent may in their discretion impose (which shall, in the case
of a mutilated Warrant, include the surrender thereof), issue a new Warrant Certificate of like denomination, tenor, and date as
the Warrant Certificate so lost, stolen, mutilated, or destroyed, and countersigned by the Warrant Agent. Any such new Warrant
Certificate shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated,
or destroyed Warrant Certificate shall be at any time enforceable by anyone. The Warrant Agent may, at its option, issue replacement
Warrant Certificates for mutilated certificates upon presentation thereof without such indemnity.


 


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


 


7.    Concerning
the Warrant Agent and Other Matters.


 


7.1    Payment
of Taxes.  The Company shall 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 Common Shares upon the exercise of the Warrants, but neither the
Company nor the Warrant Agent shall be obligated to pay any income taxes of the Holder in respect of the Warrants or such shares.


 


7.2    Resignation,
Consolidation, or Merger of Warrant Agent.


 


7.2.1    Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to the Company. If the
office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of
thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder
of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may
apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent
at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be authorized
under applicable laws to exercise powers of a transfer agent 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 the Warrant Agent hereunder, without any
further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and
deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and
rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute,
acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor
Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 



    	11



    	 



    







7.2.2    Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the transfer agent for the Common Shares not later than thirty (30) days before the effective
date of any such appointment.


 


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


 


7.3    Fees
and Expenses of Warrant Agent.


 


7.3.1    Remuneration. The
Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and any transfer
agent fees which are in addition thereto and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent
upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


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


 


7.4    Liability
of Warrant Agent.


 


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


 


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


 



    	12



    	 



    







7.4.3    Exclusions. The
Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company
of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make
any adjustments required under the provisions of Section 4 or responsible for the manner, method, or amount of
any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act
hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Common Shares to be issued
pursuant to this Agreement or any Warrant or as to whether any Common Shares shall, when issued, be valid and fully paid and nonassessable.


 


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


 


7.4.5    Rights
and Duties of the Warrant Agent.


 


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


 


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


 


7.4.5.3    The
Warrant Agent shall not have any duty or responsibility in the case of the receipt of any written demand from any holder of Warrants
with respect to any action or default by the Company, including, without limiting the generality of the foregoing, any duty or
responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company.


 


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


 



    	13



    	 



    







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


 


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


 


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


 


7.4.5.8    The
Warrant Agent shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating
to any registration statement filed with the Commission or this Agreement, or otherwise relating to the Company’s failure
to comply with federal or state securities laws, whether referenced herein or otherwise.


 


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


 


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


 


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


 


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





 



    	14



    	 



    




7.5    Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon
the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Common
Shares through the exercise of the Warrants.


 


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


 


7.7    Survival. The
provisions of this Section 7 shall survive the termination of this Agreement and the resignation, removal or replacement of the
Warrant Agent.


 


8.    Miscellaneous
Provisions.


 


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


 


8.2    Notices. Any
notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant
to or on the Company shall be sufficiently given if in writing (i) when so delivered if by hand or (ii) when sent, if delivered
by internationally recognized overnight delivery service, facsimile (provided that confirmation of transmission is mechanically
or electronically generated and kept on file by the sending party) or by electronic mail (provided that such sent e-mail is kept
on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated
message from the recipient’s e-mail server that such e-mail could not be delivered to such recipient) as follows:


 


Seanergy Maritime Holdings Corp.





[_______]





Attn: [______], Chief Executive Officer





Facsimile: [_______]





Email: [_______]


 


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


 


[_______]





Attn: [______]





Facsimile: [_______]





Email: [_______]


 



    	15



    	 



    







Any notice, statement
or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant
Agent shall be sufficiently given if in writing (i) when so delivered if by hand or (ii) when sent, if delivered by internationally
recognized overnight delivery service, facsimile (provided that confirmation of transmission is mechanically or electronically
generated and kept on file by the sending party) or by electronic mail (provided that such sent e-mail is kept on file (whether
electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from
the recipient’s e-mail server that such e-mail could not be delivered to such recipient)as follows:


 


[__________]





Attention: [_______]





Facsimile: [_______]





Email: [_______]


 


8.3    Applicable
Law; Process Agent. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed
in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in
the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim
against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of
New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum. The Company hereby irrevocably designates and appoints Seward & Kissel LLP (the “Process
Agent”) as its authorized agent upon whom process may be served in any claim or cause of action brought against the Company,
it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately
without any further action on the part of the Company. The Company represents to the Warrant Agent that it has notified the Process
Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company hereby irrevocably
authorizes and directs the Process Agent to accept such service. The Company further agrees that service of process upon the Process
Agent and written notice of said service to the Company, mailed by first-class mail and delivered to the Process Agent, shall be
deemed in every respect effective service of process upon the Company in any such claim or cause of action.


 


8.4    Persons
Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person
or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by
reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations,
promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their
successors and assigns and of the Registered Holders of the Warrants.


 


8.5    Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant
Agent, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such Registered Holder to submit
his Warrant for inspection by it.


 


8.6    Counterparts. This
Agreement may be executed in any number of original or facsimile 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. A signature to
this Agreement transmitted electronically shall have the same authority, effect and enforceability as an original signature.


 



    	16



    	 



    







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


 


8.8    Amendments. This
Agreement may be amended by the Company and the Warrant Agent with the written consent of the Company and the Registered Holders
holding Warrants to purchase at least a majority of the Common Shares underlying the then outstanding Warrants. No consideration
shall be offered by the Company to any Registered Holder in connection with a modification, amendment or waiver of this Agreement
or any Warrant without also offering the same consideration to all Registered Holders.


 


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


 


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


 


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


 


8.12    Confidentiality. The
Warrant Agent and the Company agree that all books, records, information and data pertaining to the business of the other party,
including inter alia, personal, non-public information about the Holders, which are exchanged or received pursuant
to the negotiation or the carrying out of this Agreement including the fees for services shall remain confidential, and shall not
be voluntarily disclosed to any other person, except as may be required by law, including, without limitation, pursuant to subpoenas
from state or federal government authorities (e.g., in divorce and criminal actions).


 


[Signature Page Follows]









    	17



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	SEANERGY MARITIME HOLDINGS CORP.
	 	 	 
	 	By: 	
	 	       	Name:
	 	       	Title:
	 	 	 


	 	[                                      ], as Warrant Agent
	 	 	 
	 	By: 	
	 	       	Name:
	 	       	Title:


	 


[SIGNATURE PAGE TO WARRANT AGREEMENT]









    	18



    	 



    

 


EXHIBIT A


 


FORM OF CLASS A WARRANT CERTIFICATE


 


Number


 


[ ] CLASS A WARRANTS


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


 

SEANERGY MARITIME HOLDINGS CORP.


 


(Incorporated Under the Laws of The Republic
of Marshall Islands)


 


CUSIP [_______]


 


Warrant Certificate


 


This Warrant Certificate
certifies that [__________], or its registered assigns, is the registered holder of [     ] Class A warrant(s) (the “Warrants”
and each, a “Warrant”) to purchase Common Shares, par value $0.0001 per share (“Common Shares”),
of Seanergy Maritime Holdings Corp., a Marshall Islands corporation (the “Company”). Each Warrant entitles
the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that
number of fully paid and nonassessable Common Shares as set forth below, at the exercise price (the “Exercise Price”)
as determined pursuant to the Warrant Agreement, payable in lawful money of the United States of America (or through “cashless
exercise” as provided for in the Warrant Agreement), subject to the conditions set forth herein and in the Warrant Agreement.
Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement
(as defined on the reverse hereof).


 


Each Warrant is initially
exercisable for [     ] fully paid and non-assessable Common Share[s]. The number of Common Shares issuable upon exercise of the Warrants
is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.


 


The initial Exercise
Price per Common Share for any Warrant is equal to $[__] per share. The Exercise Price is subject to adjustment upon the occurrence
of certain events set forth in the Warrant Agreement.


 


Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised
by the end of such Exercise Period, such Warrants shall become void.


 


Reference is hereby
made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for
all purposes have the same effect as though fully set forth at this place.


 


This Warrant Certificate
shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 



    	A-1



    	 



    







This Warrant Certificate
shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of
laws principles thereof.


 


IN WITNESS WHEREOF,
the parties hereto have caused this Warrant Certificate to be duly executed as of the date first above written.


 


	 	SEANERGY MARITIME HOLDINGS CORP.
	 	 	 
	 	By: 	
	 	       	Name:
	 	       	Title:
	 	 	 


	 	[                                      ], as Warrant Agent
	 	 	 
	 	By: 	
	 	       	Name:
	 	       	Title:


 


[SIGNATURE PAGE TO WARRANT CERTIFICATE]





 



    	A-2



    	 



    




[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced
by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Common
Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of ________ ____, 2016 (the “Warrant
Agreement”), duly executed and delivered by the Company to [_______], a [______] corporation, as the Warrant Agent
(the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part
of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the
Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof
upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings
given to them in the Warrant Agreement. Warrants may be exercised at any time during the Exercise Period set forth in Section
3.2 of the Warrant Agreement.


 


The Warrant Agreement
provides that upon the occurrence of certain events the number of Common Shares issuable upon exercise of the Warrants set forth
on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be
entitled to receive a fractional interest in a Common Share, the provisions of Section 4.8 of the Warrant Agreement
shall apply.


 


Warrant Certificates,
when surrendered at the office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney
duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but
without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the
aggregate a like number of Warrants.


 


Upon due presentation
for registration of transfer of this Warrant Certificate at the office of the Warrant Agent, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange
for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement (including requiring a signature guarantee
from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association,
or other evidence of authority of the transferor required by the Warrant Agent), without charge except for any tax or other governmental
charge imposed in connection therewith.


 


The Company and the
Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution
to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of
the Company.


 



    	A-3



    	 



    







Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby
irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive Common Shares and herewith tenders
payment for such shares to the order of Seanergy Maritime Holdings Corp. (the “Company”) in the amount
of $_______ in accordance with the terms hereof. The undersigned requests that a [certificate][credit to the undersigned or its
designee’s balance account with the Depository Trust Company through its Deposit/Withdrawal at Custodian System] for such
shares [be registered in the name of ________________, whose address is _________________________, and that such shares be delivered
to ______________, whose address is ______________________] [be made to the following account name and information: __________________________].
If said number of shares is less than all of the Common Shares purchasable hereunder, the undersigned requests that a new Warrant
Certificate representing the remaining balance of such shares be registered in the name of ______________, whose address is __________________________,
and that such Warrant Certificate be delivered to ____________________, whose address is _____________________________________.


 


In the event that the
Warrant is to be exercised on a “cashless” basis pursuant to Section 3.3.2 of the Warrant Agreement,
the number of shares that this Warrant is exercisable for shall be determined in accordance with Section 3.3.2 of
the Warrant Agreement.


 


_____ a “Cash
Exercise” with respect to ________________ Warrant Shares; and/or


 


_____ a “Cashless
Exercise” with respect to     _______________Warrant Shares, resulting in a delivery obligation
by the Company to the Holder of Common Shares representing the applicable Net Number, subject to adjustment.


 


In the event that the
Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares that
this Warrant is exercisable for shall be determined in accordance with the relevant section of the Warrant Agreement which allows
for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to
exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement,
to receive Common Shares. If said number of shares is less than all of the Common Shares purchasable hereunder (after giving effect
to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares
be registered in the name of ________________, whose address is _________________________________, and that such Warrant Certificate
be delivered to ___________________, whose address is _______________________________.


 


	Date: ____________, 20____                            	
	                                                                               	Signature
	 	 
	 	
	                                                                         	 Address
	 	 
	 	
	                                                                               	(Tax Identification Number)


 


 



    	A-4