EX-4.1



 Exhibit 4.1 

EXECUTION VERSION 

WARRANT AGREEMENT 
 AMONG 

AVEO PHARMACEUTICALS, INC. 
 AND

 COMPUTERSHARE INC. 
 AND 

COMPUTERSHARE TRUST COMPANY, N.A., 

AS WARRANT AGENT 
 July 16,
2018 







 TABLE OF CONTENTS 

 

					
	 	  	PAGE	 
		
	 SECTION 1. Appointment of Warrant Agent
	  	 	1	 
	 SECTION 2. Issuances
	  	 	1	 
	 SECTION 3. Form of Warrants
	  	 	2	 
	 SECTION 4. Execution of Global Warrant Certificates
	  	 	2	 
	 SECTION 5. Registration and Countersignature
	  	 	3	 
	 SECTION 6. Registration of Transfers and Exchanges
	  	 	3	 
	 SECTION 7. Duration and Exercise of Warrants
	  	 	7	 
	 SECTION 8. Cancellation of Warrants
	  	 	10	 
	 SECTION 9. Mutilated or Missing Global Warrant Certificates
	  	 	10	 
	 SECTION 10. Reservation of Shares
	  	 	11	 
	 SECTION 11. Exchange Act Registration
	  	 	11	 
	 SECTION 12. Adjustment of Exercise Price and Number of Shares Purchasable
	  	 	11	 
	 SECTION 13. Fractional Shares
	  	 	13	 
	 SECTION 14. Redemption
	  	 	14	 
	 SECTION 15. Notices to Warrant Holders
	  	 	14	 
	 SECTION 16. Merger, Consolidation or Change of Name of Warrant Agent
	  	 	14	 
	 SECTION 17. Warrant Agent
	  	 	15	 
	 SECTION 18. Change of Warrant Agent
	  	 	19	 
	 SECTION 19. Holder Not Deemed a Stockholder
	  	 	20	 
	 SECTION 20. Notices to Company and Warrant Agent
	  	 	21	 
	 SECTION 21. Payment of Taxes and Charges
	  	 	21	 
	 SECTION 22. Supplements and Amendments
	  	 	21	 
	 SECTION 23. Successors
	  	 	22	 
	 SECTION 24. Termination
	  	 	22	 
	 SECTION 25. Governing Law Venue and Jurisdiction
	  	 	22	 
	 SECTION 26. Consequential Damages
	  	 	22	 
	 SECTION 27. Counterparts
	  	 	23	 
	 SECTION 28. Headings
	  	 	23	 
	 SECTION 29. Meaning of Terms Used in Agreement
	  	 	23	 
	 SECTION 30. Confidentiality
	  	 	24	 
	 SECTION 31. Severability
	  	 	24	 









							
	 SCHEDULE I
	  	Warrant Recipients	  	 	1	 
	 EXHIBIT A-1
	  	Form of Warrant Statement	  	 	A-1 - 1	 
	 EXHIBIT A-2
	  	Form of Face of Global Warrant Certificate	  	 	A-2 - 1	 
	 EXHIBIT B-1
	  	Form of Election to Exercise Warrant for Warrant Holders Holding Book-Entry Warrants	  	 	B-1 - 1	 
	 EXHIBIT B-2
	  	Form of Election to Exercise Warrant for Warrant Holders Holding Warrants Through the Depository Trust Company	  	 	B-2 - 1	 
	 EXHIBIT C
	  	Form of Assignment	  	 	C - 1	 








 WARRANT AGREEMENT 

This WARRANT AGREEMENT (this “Agreement”), dated as of July 16, 2018 among AVEO Pharmaceuticals, Inc., a Delaware
corporation (the “Company”) and Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (acting together, the “Warrant
Agent” or individually, “Computershare” and the “Trust Company,” respectively). 
 PRELIMINARY
STATEMENTS 
 WHEREAS, on January 29, 2018, the Company and certain of its former officers and directors entered into a stipulation of
settlement of the federal consolidated class action captioned In re AVEO Pharmaceuticals, Inc. Securities Litigation, et al., No.
1:13-cv-11157-DJC (the “Settlement”) with the plaintiffs in such litigation; 

WHEREAS, under the terms of the Settlement, the plaintiffs agreed to settle and release claims against the Company in return for various
consideration to be received from the Company and its insurance carriers; 
 WHEREAS, in connection with the Settlement and as partial
consideration to be paid thereunder, the Company will issue warrants (the “Warrants”) entitling the holders to purchase initially an aggregate of up to 2,000,000 shares (as adjusted from time to time pursuant to this Agreement, the
“Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company on the terms and subject to the conditions set forth in this Agreement; and 

WHEREAS, the Warrant Agent, at the request of the Company, has agreed to act as the agent of the Company in connection with the issuance,
registration, transfer, exchange and exercise of the Warrants. 
 NOW, THEREFORE, in consideration of the premises and mutual agreements
herein set forth, the parties hereto agree as follows: 
 SECTION 1. Appointment of Warrant Agent. The Company hereby appoints the
Warrant Agent to act as agent for the Company for the Warrants in accordance with the express terms and subject to the conditions hereinafter set forth in this Agreement (and no implied terms or conditions); and the Warrant Agent hereby accepts such
appointment, upon the terms and conditions hereinafter set forth. 
 SECTION 2. Issuances. On the terms and subject to the conditions
of this Agreement, on the date hereof or a date that is as soon as reasonably practicable after the date hereof, the Warrants to purchase the Shares will be issued by the Company in the amounts and to the recipients as specified on Schedule I
attached hereto. On such date, the Company will deliver, or cause to be delivered to the Depositary (as defined below), one or more Global Warrant Certificates (as defined below) evidencing all or a portion of the Warrants. The remainder of the
Warrants shall be issued by book-entry registration on the books of the Warrant Agent (the “Book-Entry Warrants”) and shall be evidenced by statements issued by the Warrant Agent from time to time to the registered holders of
Book-Entry Warrants reflecting such book-entry positions (each, a “Warrant Statement”). The maximum number of Shares issuable upon conversion of the Warrants shall be 2,000,000 shares, as such amount is adjusted from time to time
pursuant to this Agreement. 







 SECTION 3. Form of Warrants. Subject to Section 6 of this Agreement, the Warrants
shall be issued (i) via book-entry registration on the books and records of the Warrant Agent and evidenced by the Warrant Statements, in substantially the form set forth in Exhibit A-1 attached
hereto, and/or (ii) in the form of one or more global certificates (the “Global Warrant Certificates”), the forms of election to exercise and of assignment to be printed on the reverse thereof, in substantially the form set
forth in Exhibit A-2 attached hereto. The Warrant Statements and Global Warrant Certificates may bear such appropriate insertions, omissions, substitutions and other variations as are required or
permitted by this Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with any rules of
any securities exchange or as may, consistently herewith, be determined by (i) in the case of Global Warrant Certificates, the Appropriate Officers (as hereinafter defined) executing such Global Warrant Certificates, as evidenced by their
execution of the Global Warrant Certificates, or (ii) in the case of a Warrant Statement, any Appropriate Officer, and all of which shall be acceptable to the Warrant Agent. 

The Global Warrant Certificates shall be deposited on or after the date hereof or a date that is as soon as reasonably practicable after the
date hereof with, or with Trust Company as custodian for, The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., as the Depositary’s nominee. Each Global Warrant Certificate shall
represent such number of the outstanding Warrants as specified therein, and each shall provide that it shall represent the aggregate amount of outstanding Warrants from time to time endorsed thereon and that the aggregate amount of outstanding
Warrants represented thereby may from time to time be reduced or increased, as appropriate, in accordance with the terms of this Agreement. 

SECTION 4. Execution of Global Warrant Certificates. Global Warrant Certificates shall be signed on behalf of the Company by its Chief
Executive Officer, its Chief Financial Officer, its Secretary or its Treasurer (each, an “Appropriate Officer”). Each such signature upon the Global Warrant Certificates may be in the form of a facsimile signature of any such
Appropriate Officer and may be imprinted or otherwise reproduced on the Global Warrant Certificates and for that purpose the Company may adopt and use the facsimile signature of any Appropriate Officer. 

If any Appropriate Officer who shall have signed any of the Global Warrant Certificates shall cease to be such Appropriate Officer before the
Global Warrant Certificates so signed shall have been countersigned by the Warrant Agent or disposed of by the Company, such Global Warrant Certificates nevertheless may be countersigned and delivered or disposed of as though such Appropriate
Officer had not ceased to be such Appropriate Officer; and any Global Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Global Warrant Certificate, shall be a proper Appropriate
Officer to sign such Global Warrant Certificate, although at the date of the execution of this Agreement any such person was not such Appropriate Officer. 

  
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 SECTION 5. Registration and Countersignature. Upon written order of the Company, the
Warrant Agent shall (i) register in the Warrant Register (as defined below) the Book-Entry Warrants and (ii) upon receipt of the Global Warrant Certificates duly executed on behalf of the Company, countersign one or more Global Warrant
Certificates evidencing Warrants and shall deliver such Global Warrant Certificates to or upon the written order of the Company. Such written order of the Company shall specifically state the number of Warrants that are to be issued as Book-Entry
Warrants and the number of Warrants that are to be issued as a Global Warrant Certificate. A Global Warrant Certificate shall be, and shall remain, subject to the provisions of this Agreement until such time as all of the Warrants evidenced thereby
shall have been duly exercised or shall have expired or been canceled in accordance with the terms hereof. 
 No Global Warrant Certificate
shall be valid for any purpose, and no Warrant evidenced thereby shall be exercisable, until such Global Warrant Certificate has been countersigned by the manual or facsimile signature of the Warrant Agent. Such signature by the Warrant Agent upon
any Global Warrant Certificate executed by the Company shall be conclusive evidence that such Global Warrant Certificate so countersigned has been duly issued hereunder. 

The Warrant Agent shall keep, at an office designated for such purpose, books (the “Warrant Register”) in which, subject to
such reasonable regulations as it may prescribe, it shall register the Book-Entry Warrants as well as any Global Warrant Certificates and exchanges and transfers of outstanding Warrants in accordance with the procedures set forth in Section 6
of this Agreement, all in form satisfactory to the Company and the Warrant Agent. The Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the Holder (as defined below)
in connection with any such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an exchange or register a transfer unless and until any payments required by the immediately preceding sentence have been made.

 Prior to due presentment for registration of transfer or exchange of any Warrant in accordance with the procedures set forth in this
Agreement, the Warrant Agent and the Company may deem and treat the Person (as defined in Section 29) in whose name any Warrant is registered (the “Holder” of such Warrant) as the absolute owner of such Warrant (notwithstanding
any notation of ownership or other writing made in a Global Warrant Certificate by anyone), for the purpose of any exercise thereof, any distribution to the Holder thereof and for all other purposes, and neither the Warrant Agent nor the Company
shall be affected by notice to the contrary. 
 SECTION 6. Registration of Transfers and Exchanges. 

(a) Transfer and Exchange of Global Warrant Certificates or Beneficial Interests Therein. The transfer and exchange of Global Warrant
Certificates or beneficial interests therein shall be effected through the Depositary, in accordance with this Agreement and the procedures of the Depositary therefor. 

  
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 (b) Exchange of a Beneficial Interest in a Global Warrant Certificate for a
Book-Entry Warrant. 
 (i) Book-Entry Warrants shall not be issued in exchange for beneficial interests in a Global
Warrant Certificate unless the Company, in its sole discretion, notifies the Warrant Agent in writing that it elects to permit the issuance of such Book-Entry Warrants under this Agreement. If the Company so elects and informs the Warrant Agent in
writing, any Holder of a beneficial interest in a Global Warrant Certificate may, upon request, exchange such beneficial interest for a Book-Entry Warrant. Subject to the foregoing, upon receipt by the Warrant Agent from the Depositary or its
nominee of written instructions or such other form of instructions as is customary for the Depositary on behalf of any Person having a beneficial interest in a Global Warrant Certificate, the Warrant Agent shall cause, in accordance with the
standing instructions and procedures existing between the Depositary and Warrant Agent, the number of Warrants represented by the Global Warrant Certificate to be reduced by the number of Warrants to be represented by the Book-Entry Warrants to be
issued in exchange for the beneficial interest of such Person in the Global Warrant Certificate and, following such reduction, the Warrant Agent shall register in the name of the Holder a Book-Entry Warrant and deliver to said Warrant Holder a
Warrant Statement. 
 (ii) Book-Entry Warrants issued in exchange for a beneficial interest in a Global Warrant Certificate
pursuant to this Section 6(b) shall be registered in such names as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Warrant Agent. The Warrant Agent shall deliver such Warrant
Statements to the Persons in whose names such Warrants are so registered. 
 (c) Transfer and Exchange of Book-Entry Warrants. When
Book-Entry Warrants are presented to the Warrant Agent with a written request: 
 (i) to register the transfer of the
Book-Entry Warrants; or 
 (ii) to exchange such Book-Entry Warrants for an equal number of Book-Entry Warrants of other
authorized denominations, 
 the Warrant Agent shall register the transfer or make the exchange as requested if its requirements for such transactions are
met; provided, however, that the Warrant Agent has received a written instruction of transfer in form satisfactory to the Warrant Agent, duly executed by the Holder thereof or by his attorney, duly authorized in writing. A party requesting such
transfer or exchange must provide any evidence of authority that may be reasonably required by the Warrant Agent, including but not limited to, a signature guarantee from an eligible guarantor institution participating in a signature guarantee
program approved by the Securities Transfer Association as indicated in Section 6(i)(v) below. 
 (d) Restrictions on Exchange or
Transfer of a Book-Entry Warrant for a Beneficial Interest in a Global Warrant Certificate. A Book-Entry Warrant may not be exchanged for a beneficial interest in a Global Warrant Certificate except upon satisfaction of the requirements set
forth below. Upon receipt by the Warrant Agent of appropriate instruments of 

  
 - 4 - 








 
transfer with respect to a Book-Entry Warrant, in form satisfactory to the Warrant Agent, together with written instructions directing the Warrant Agent to make, or to direct the Depositary to
make, an endorsement on the Global Warrant Certificate to reflect an increase in the number of Warrants represented by the Global Warrant Certificate equal to the number of Warrants represented by such Book-Entry Warrant, then the Warrant Agent
shall cancel such Book-Entry Warrant on the Warrant Register and cause, or direct the Depositary to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Warrant Agent, the number of Warrants
represented by the Global Warrant Certificate to be increased accordingly. If no Global Warrant Certificates are then outstanding, the Company shall issue and the Warrant Agent shall countersign a new Global Warrant Certificate representing the
appropriate number of Warrants. 
 (e) Restrictions on Transfer and Exchange of Global Warrant Certificates. Notwithstanding any
other provisions of this Agreement (other than the provisions set forth in Section 6(f)), unless and until it is exchanged in whole for a Book-Entry Warrant, a Global Warrant Certificate may not be transferred as a whole except by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. 

(f) Book-Entry Warrants. If at any time: 

(i) the Depositary for the Global Warrant Certificates notifies the Company that the Depositary is unwilling or unable to
continue as Depositary for the Global Warrant Certificates and a successor Depositary for the Global Warrant Certificates is not appointed by the Company within 90 days after delivery of such notice; or 

(ii) the Company, in its sole discretion, notifies the Warrant Agent in writing that it elects to exclusively cause the
issuance of Book-Entry Warrants under this Agreement, 
 then the Warrant Agent, upon written instructions signed by an Appropriate Officer,
shall register Book-Entry Warrants, in an aggregate number equal to the number of Warrants represented by the Global Warrant Certificates, in exchange for such Global Warrant Certificates. 

(g) Compliance with Securities Laws. No Warrants, or Shares issuable upon exercise of the Warrants, shall be sold, exchanged or
otherwise transferred in violation of the Securities Act of 1933, as amended (the “Securities Act”), or state securities laws. 

(h) Cancellation of Global Warrant Certificate. At such time as all beneficial interests in Global Warrant Certificates have either
been exchanged for Book-Entry Warrants, redeemed, repurchased or cancelled, all Global Warrant Certificates shall be returned to, or retained and cancelled by, the Warrant Agent, upon written instructions from the Company satisfactory to the Warrant
Agent. 
 (i) Obligations with Respect to Transfers and Exchanges of Warrants. 

  
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 (i) To permit registrations of transfers and exchanges, the Company shall execute
Global Warrant Certificates, if applicable, and the Warrant Agent is hereby authorized, in accordance with the provisions of Section 5 and this Section 6, to countersign such Global Warrant Certificates, if applicable, or register
Book-Entry Warrants, if applicable, as required pursuant to the provisions of this Section 6 and for the purpose of any distribution of new Global Warrant Certificates contemplated by Section 9 or additional Global Warrant Certificates
contemplated by Section 12. 
 (ii) All Book-Entry Warrants and Global Warrant Certificates issued upon any registration
of transfer or exchange of Book-Entry Warrants or Global Warrant Certificates shall be the valid obligations of the Company, entitled to the same benefits under this Agreement as the Book-Entry Warrants or Global Warrant Certificates surrendered
upon such registration of transfer or exchange. 
 (iii) No service charge shall be made to a Holder for any registration,
transfer or exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed on the Holder in connection with any such exchange or registration of transfer. The Warrant
Agent shall not be responsible for calculating any such amount and may rely on the Company’s determination thereof. 

(iv) So long as the Depositary, or its nominee, is the registered owner of a Global Warrant Certificate, the Depositary or such
nominee, as the case may be, will be considered the sole owner or holder of the Warrants represented by such Global Warrant Certificate for all purposes under this Agreement. Except as provided in Sections 6(b) and (f) upon the exchange of a
beneficial interest in a Global Warrant Certificate for Book-Entry Warrants, owners of beneficial interests in a Global Warrant Certificate will not be entitled to have any Warrants registered in their names, and will under no circumstances be
entitled to receive physical delivery of any such Warrants and will not be considered the owners or holders thereof under the Warrants or this Agreement. Neither the Company nor the Warrant Agent, in its capacity as registrar for such Warrants, will
have any responsibility or liability for any aspect of the records relating to beneficial interests in a Global Warrant Certificate or for maintaining, supervising or reviewing any records relating to such beneficial interests. 

(v) Subject to Sections 6(b), (c) and (d), and this Section 6(i), the Warrant Agent shall, upon receipt of all information
required to be delivered hereunder, from time to time register the transfer of any outstanding Warrants in the Warrant Register, upon surrender of Global Warrant Certificates, if applicable, representing such Warrants at the Warrant Agent Office (as
defined below), duly endorsed, and accompanied by a completed form of assignment substantially in the form of Exhibit C hereto (or with respect to a Book-Entry Warrant, only such completed form of assignment substantially in the form of
Exhibit C hereto), duly signed by the Holder thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a participant in the Securities Transfer Agent Medallion Program,
the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. Upon any such registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may be, shall be issued to the
transferee. 

  
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 SECTION 7. Duration and Exercise of Warrants. 

(a) Subject to the terms and conditions set forth herein, each Warrant shall be exercisable, in whole or in part, on any Business Day (as
defined in Section 29) and from time to time beginning after the related Distribution Date (as defined in Section 29) and ending at 5:00 p.m., New York City time, on the calendar day prior to the
one-year anniversary of the Distribution Date or, if not a Business Day, the next subsequent Business Day (such date, the “Expiration Date”); provided, however, that Holders of Warrants will
be able to exercise their Warrants only if (i) a shelf registration statement covering the issuance of the Shares to the Holders upon exercise of the Warrants (the “Common Shelf Registration Statement”) is effective under the
Securities Act and (ii) the Shares are qualified for sale or exempt from qualification under the applicable securities laws of the states or other jurisdictions in which such Holders reside. The Company shall use its reasonable best efforts to
cause the Common Shelf Registration Statement to remain effective until the earlier of (i) such time as all Warrants have been exercised or (ii) the Expiration Date. The Company shall promptly provide the Warrant Agent with written notice
of the Distribution Date and any change in the status of the effectiveness or availability of the Common Shelf Registration Statement. After 5:00 p.m. New York City time on the Expiration Date, the Warrants will become void and of no value. 

(b) Subject to the provisions of this Agreement, each Warrant shall entitle the holder thereof to purchase from the Company (and the Company
shall issue and sell to such holder) one fully paid and nonassessable Share at a price equal to $3.00 per share (as the same may be hereafter adjusted pursuant to Section 12(a), the “Exercise Price”); and 

(c) The aggregate Exercise Price, or the Exercise Price multiplied by the number of Shares in respect of which any Warrants are being
exercised and rounded up to the nearest whole U.S. cent (the “Exercise Amount”), shall be payable in lawful money of the United States of America either by certified or official bank or bank cashiers check payable to the order of
the Company, or by wire transfer in immediately available funds of the Exercise Amount to the account of the Warrant Agent to be specified in writing by the Warrant Agent for such purpose from time to time. The Company acknowledges that all funds
(the “Funds”) received by Computershare under this Agreement that are to be distributed or applied by Computershare in the performance of services provided under this Agreement shall be held by Computershare as agent for the Company
and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to the terms of this Agreement, Computershare 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.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by Computershare in accordance with this paragraph, including any losses resulting
from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare shall not be obligated to pay such interest,
dividends or earnings to the Company, any Holder or any other party. The Warrant Agent shall forward funds received for Warrant exercises in a given month by the 5th Business Day of the following month by wire transfer to an account designated by
the Company. 

  
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 (d) From and after the related Distribution Date and until 5:00 p.m., New York City time, on the
Expiration Date with respect to such Warrant, the Holder of a Warrant may exercise such Holder’s right to purchase Shares by: 

(i) providing written notice of such election (the “Warrant Exercise Notice”) to exercise the Warrant to the
Warrant Agent with a copy to the Company at the addresses set forth in Section 20 hereof, “Re: Warrant Exercise”, by hand, by overnight courier or by facsimile, received by the Warrant Agent no later than 5:00 p.m., New York City
time, on the Expiration Date, which Warrant Exercise Notice shall be in the form of an election to purchase Shares substantially in the form set forth either (x) in Exhibit B-1 hereto, properly
completed and executed by the Holder; provided that such written notice may only be submitted by Persons who hold Book-Entry Warrants, or (y) in Exhibit B-2 hereto, properly completed and executed
by the Holder; provided that such written notice may only be submitted with respect to Warrants held through the book-entry facilities of the Depositary, by or through Persons that are direct participants in the Depositary; 

(ii) delivering, no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date (as
defined below) such Warrants to the Warrant Agent by book-entry transfer through the facilities of the Depositary, if such Warrants are represented by a Global Warrant Certificate; and 

(iii) paying the Exercise Amount, no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the
Settlement Date (as defined below) together with any applicable taxes and governmental charges. 
 The date two Business Days after a Warrant
Exercise Notice is delivered is referred to for all purposes under this Agreement as the “Settlement Date.” 
 (e) Any
exercise of a Warrant pursuant to the terms of this Agreement shall be irrevocable and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with its terms. A Warrant shall be deemed to have been
exercised immediately prior to the close of business on the date of the surrender to the Warrant Agent for exercise, as provided above, and, for all purposes under this Agreement, the Person entitled to receive the related Shares upon such exercise
shall, as between such Person and the Company, be deemed to be the Holder of such Shares of record as of the close of business on such date; provided, however, that if, on such date, the transfer books of the Company are closed and the Company has
provided notice of such closure to the Holder at least five calendar days prior to the first date of such closure, the Shares issuable upon the exercise of such Warrant being exercised shall be issuable as of the first date on which the transfer
books of the Company shall next be open and, until such date, the Company shall have no obligation to deliver such Shares; provided further that, unless otherwise required by law, the Company such not close its transfer books at any one time for a
period longer than five calendar days. Subject to Section 7(a) hereof, any Warrant delivered to the Warrant Agent subsequent to 5:00 p.m., New York City time, shall be deemed as exercised on the following day. 

  
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 (f) The Warrant Agent shall: 

(i) examine all Warrant Exercise Notices and all other documents delivered to it by or on behalf of holders as contemplated
hereunder to ascertain whether or not, on their face, such Warrant Exercise Notices and any such other documents have been executed and completed in accordance with their terms and the terms hereof; 

(ii) where a Warrant Exercise Notice or other document appears on its face to have been improperly completed or executed or
some other irregularity in connection with the exercise of the Warrants exists, the Warrant Agent shall attempt in good faith to inform the appropriate parties (including the Person submitting such instrument) of the need for fulfillment of all
requirements, specifying those requirements which appear to be unfulfilled; 
 (iii) inform the Company of and cooperate with
and assist the Company in resolving any reconciliation problems between Warrant Exercise Notices received and delivery of Warrants to the Warrant Agent’s account; 

(iv) as soon as practicable after receipt of a Warrant Exercise Notice, advise the Company of (i) the receipt of such
Warrant Exercise Notice and the number of Warrants exercised in accordance with the terms and conditions of this Agreement, (ii) the instructions with respect to delivery of the Shares deliverable upon such exercise, subject to timely receipt
from the Depositary of the necessary information, and (iii) such other information as the Company shall reasonably require; and 

(v) subject to Common Stock being made available to the Warrant Agent by or on behalf of the Company for delivery to the
Depositary, liaise with the Depositary and endeavor to effect such delivery to the relevant accounts at the Depositary in accordance with its requirements. 

(g) All questions as to the validity, form and sufficiency (including time of receipt) of a Warrant Exercise Notice will be determined by the
Company in its sole discretion, which determination shall be final and binding. The Warrant Agent shall incur no liability for or in respect of such determination by the Company. The Company reserves the right to reject any and all Warrant Exercise
Notices not in proper form or for which any corresponding agreement by the Company to exchange would, in the opinion of the Company, be unlawful. Such determination by the Company shall be final and binding on the Holders, absent manifest error.
Moreover, the Company reserves the absolute right to waive any of the conditions to the exercise of Warrants or defects in Warrant Exercise Notices with regard to any particular exercise of Warrants. Neither the Company nor the Warrant Agent shall
be under any duty to give notice to the Holders of the Warrants of any irregularities in any exercise of Warrants, nor shall it incur any liability for the failure to give such notice. 

  
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 (h) As soon as practicable after the exercise of any Warrant as set forth in Section 7(d),
the Company shall issue, or otherwise deliver, or cause to be issued or delivered, in authorized denominations to or upon the order of the Holder of the Warrants, either: 

(i) if such Holder holds the Warrants being exercised through the Depositary’s book-entry transfer facilities, by same-day or next-day credit to the Depositary for the account of such Holder or for the account of a participant in the Depositary the number of Shares to which such Holder is
entitled, in each case registered in such name and delivered to such account as directed in the Warrant Exercise Notice by such Holder or by the direct participant in the Depositary through which such Holder is acting, or 

(ii) if such Holder holds the Warrants being exercised in the form of Book-Entry Warrants, a book-entry interest in the Shares
registered on the books of the Company’s transfer agent or, at the Company’s option, by delivery to the address designated by such Holder in its Warrant Exercise Notice of a physical certificate representing the number of Shares to which
such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such Holder. If less than all of the Warrants evidenced by a Global Warrant Certificate surrendered upon the exercise of Warrants are exercised
at any time prior to the date of expiration for the Warrants, a new Global Warrant Certificate or Certificates shall be issued for the remaining number of Warrants evidenced by the Global Warrant Certificate so surrendered, and the Warrant Agent is
hereby authorized to countersign the required new Global Warrant Certificate or Certificates pursuant to the provisions of Section 6 and this Section 7. 

(i) Upon the exercise of any Warrant, the Company shall instruct the Warrant Agent to record cost basis for newly issued Shares as reasonably
determined by the Company prior to processing. In the absence of basis information provided by the Company, securities will be recorded by the Warrant Agent as noncovered. 

SECTION 8. Cancellation of Warrants. If the Company shall purchase or otherwise acquire Warrants, the Global Warrant Certificates and
the Book-Entry Warrants representing such Warrants shall thereupon be delivered to the Warrant Agent, if applicable, and be cancelled by it and retired. The Warrant Agent shall cancel all Global Warrant Certificates surrendered for exchange,
substitution, transfer or exercise in whole or in part. Such cancelled Global Warrant Certificates shall thereafter be disposed of in a manner satisfactory to the Company provided in writing to the Warrant Agent. 

SECTION 9. Mutilated or Missing Global Warrant Certificates. If any of the Global Warrant Certificates shall be mutilated, lost, stolen
or destroyed, the Company shall issue, and the Warrant Agent shall countersign and deliver, in exchange and substitution for and upon cancellation of the mutilated Global Warrant Certificate, or in lieu of and substitution for the Global Warrant
Certificate lost, stolen or destroyed, a new Global Warrant Certificate of like tenor and representing an equivalent number of Warrants, but only absent notice to the Warrant Agent that such Global Warrant Certificate has been acquired by a bona
fide purchaser and upon receipt of (i) evidence reasonably satisfactory to the Company and the Warrant Agent of the loss, 

  
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theft or destruction of such Global Warrant Certificate and (ii) an affidavit and/or the receipt of an open penalty surety bond, if requested by either the Company or the Warrant Agent,
satisfactory to them and holding each of them harmless. Applicants for such substitute Global Warrant Certificates shall also comply with such other reasonable regulations and pay such other reasonable charges as the Company or the Warrant Agent may
prescribe and as required by Section 8-405 of the Uniform Commercial Code as in effect in the Commonwealth of Massachusetts. 

SECTION 10. Reservation of Shares. For the purpose of enabling it to satisfy any obligation to issue Shares upon exercise of Warrants,
the Company will at all times through the Expiration Date, reserve and keep available, free from preemptive rights and out of its aggregate authorized but unissued or treasury shares of Common Stock, the number of Shares deliverable upon the
exercise of all outstanding Warrants, and the transfer agent for the Company’s Common Stock (such agent, in such capacity, as may from time to time be appointed by the Company, the “Transfer Agent”) is hereby irrevocably
authorized and directed at all times to reserve such number of authorized and unissued or treasury shares of Common Stock as shall be required for such purpose. The Company will keep a copy of this Agreement on file with such Transfer Agent and with
every transfer agent for any Shares issuable upon the exercise of Warrants pursuant to Section 7. The Warrant Agent is hereby irrevocably authorized to requisition from time to time from such Transfer Agent stock certificates issuable upon
exercise of outstanding Warrants, and the Company will supply such Transfer Agent with duly executed stock certificates for such purpose. 

The Company covenants that all Shares issued upon exercise of the Warrants will, upon issuance in accordance with the terms of this Agreement,
be fully paid and nonassessable and free from all taxes, liens, charges and security interests created by or imposed upon the Company with respect to the issuance and holding thereof. 

SECTION 11. Exchange Act Registration. So long as any Warrants remain outstanding, the Company will use reasonable best efforts to
establish and maintain the registration of the Common Stock under the Securities Exchange Act of 1934, as amended. 
 SECTION 12.
Adjustment of Exercise Price and Number of Shares Purchasable. The Exercise Price and the number of Shares purchasable upon the exercise of each Warrant are subject to adjustment from time to time upon the occurrence of the events enumerated
in this Section 12. 
 (a) Adjustments for stock dividends, distributions, etc. If the Company at any time or from time to time
after the date hereof shall (i) pay a dividend payable in shares of Common Stock or make a distribution on Common Stock consisting of shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of
shares of Common Stock or (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, the number of Shares purchasable upon exercise of each Warrant immediately prior thereto shall be adjusted
(calculated to the nearest hundredth of a share) so that the Holder of each Warrant shall be entitled upon exercise to receive the number of Shares or other securities of the Company that such Holder would have owned or have been entitled to receive
after the happening of any of the events described above, had such Warrant been 

  
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exercised immediately prior to the happening of such event or any record date with respect thereto. An adjustment made pursuant to this Section 12(a) shall become effective immediately after
the effective date of such event retroactive to the record date, if any, for such event. 
 Whenever the number of Shares purchasable upon
the exercise of each Warrant is adjusted, as provided in this Section 12(a), the Exercise Price per Share payable upon exercise of such Warrant shall be adjusted (and rounded up to the nearest whole U.S. cent) so that it shall, subject to such
rounding, equal the price determined by multiplying such Exercise Price immediately prior to such adjustment by a fraction the numerator of which shall be the number of Shares purchasable upon the exercise of each Warrant immediately prior to such
adjustment and the denominator of which shall be the number of Shares so purchasable immediately thereafter. For the avoidance of doubt, the adjustments provided for in this Section 12(a) shall not apply to any event with respect to which any
adjustment is made under Sections 12(b) or 12(c). 
 (b) Adjustments for Other Distributions. If the Company at any time or from time
to time after the date hereof shall distribute to all (and not less than all) holders of Common Stock any assets (other than in connection with transactions of the types specified in Section 12(c) or dividends paid in cash or paid in Common
Stock as provided in Section 12(a)) or rights to acquire assets, then, in each case, prior to the consummation of such distribution, the Company shall make appropriate provision to ensure that each of the registered Holders of Warrants shall
thereafter be entitled to receive upon exercise of such Holder’s Warrant, in addition to the shares of Common Stock acquirable and receivable upon the exercise of such Holder’s Warrant, such assets as would have been issued or payable in
such distribution with respect to the number of shares of Common Stock acquirable and receivable upon exercise of such Holder’s Warrant as of the time of such distribution. For the avoidance of doubt, the adjustments provided for in this
Section 12(b) shall not apply to any event with respect to which any adjustment is made under Sections 12(a) or 12(c). 
 (c)
Adjustments for Fundamental Changes. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company’s assets or other similar transaction, in each case which is effected at
any time after the date hereof and prior to the Expiration Date in such a way that the holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for
Common Stock is referred to herein as a “Fundamental Change.” Prior to the consummation of any Fundamental Change, the Company shall make appropriate provision to ensure that each of the registered Holders of Warrants shall
thereafter have the right to acquire and receive upon exercise of such Holder’s Warrant, in lieu of or addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of such
Holder’s Warrant, such shares of stock, securities or assets as may be issued or payable in the Fundamental Change with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon
exercise of such Holder’s Warrant had such Fundamental Change not taken place. The Company shall not effect any such Fundamental Change, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from
such consolidation or merger or the entity purchasing such assets assumes by written instrument the obligation to deliver to each such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may
be entitled to acquire. 

  
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 In any case, the Company shall make appropriate provision with respect to such Holders’
rights and interests to ensure that the provisions of this Section 12(c) shall thereafter be applicable to the Warrants. For the avoidance of doubt, the adjustments provided for in this Section 12(c) shall not apply to any event with
respect to which any adjustment is made under Sections 12(a) or 12(b). 
 (d) Form of Certificates. Irrespective of any adjustments
in any Exercise Price or the number of Shares purchasable upon the exercise of the Warrants pursuant to this Section 12, Warrants theretofore or thereafter issued may continue to express the same price and number of Shares as are stated in the
Warrants initially issuable pursuant to this Agreement. The Company, however, may at any time in its sole discretion make any change in the form of Global Warrant Certificate that it may deem appropriate to give effect to such adjustments and that
does not affect the substance of the Global Warrant Certificate (including the rights, duties or obligations of the Warrant Agent), and any Global Warrant Certificate thereafter issued, whether in exchange or substitution for an outstanding Global
Warrant Certificate or otherwise, may be in the form as so changed. 
 (e) Corporate Action. Before taking any action that would
cause an adjustment pursuant to Section 12(a) reducing any Exercise Price below the then par value (if any) of the Shares issuable upon exercise of the Warrants, the Company will take any corporate action that may, in the opinion or based on
the advice of its counsel (which may be counsel employed by the Company), be necessary in order that the Company may validly and legally issue fully paid and nonassessable Shares at such Exercise Price as so adjusted. 

(f) Notice of Adjustment. The Company shall promptly provide the Warrant Agent with written notice of any adjustment pursuant to this
Section 12 in reasonable detail. The Warrant Agent shall be fully protected in relying on such written notice and on any adjustment or statement therein contained and shall have no duty or liability with respect to, and shall not be deemed to
have knowledge of, any adjustment unless and until it shall have received such written notice. For the avoidance of doubt, absent such notice of adjustment, the Warrant Agent shall have no obligation under any section of this Agreement to determine
whether an event giving rise to an adjustment in accordance with this Agreement has occurred. 
 (g) Adjustment Calculations. Any
calculations under this Section 12 shall be made and rounded up to the nearest whole U.S. cent. For purposes of this Section 12, the number of shares of Common Stock deemed to be outstanding as of a given date shall be the sum of the
number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding. For the avoidance of doubt, the Warrant Agent shall have no obligation under any section of this Agreement to calculate any of the adjustments in accordance
with this Agreement. 
 SECTION 13. Fractional Shares. Notwithstanding any adjustment pursuant to Section 12 in the number of
Shares purchasable upon the exercise of a Warrant, the Company shall not be required to issue Warrants to purchase fractions of Shares, or to issue fractions of Shares upon exercise of the Warrants, or to distribute certificates which evidence
fractional 

  
 - 13 - 








 
Shares. If more than one Warrant shall be presented for exercise in full at the same time by the same Holder, the number of full Shares which shall be issuable upon the exercise thereof shall be
computed on the basis of the aggregate number of Shares purchasable on exercise of the Warrants so presented. If any fraction of a Share would, except for the provisions of this Section 13, be issuable on the exercise of any Warrants (or
specified portion thereof), the Company shall pay an amount in cash equal to the Market Price (as defined in Section 29) per share of Common Stock, as determined on the day immediately preceding the date on which the Holder delivered the
related Warrant Exercise Notice, multiplied by such fraction, computed to the nearest whole U.S. cent. Whenever a payment for fractional Shares is to be made by the Warrant Agent, the Company shall (i) promptly prepare and deliver to the
Warrant Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to Computershare in the form of fully
collected funds to make such payments. The Warrant Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of, any payment for Shares under any Section of
this Agreement relating to the payment of fractional Shares unless and until the Warrant Agent shall have received such a certificate and sufficient monies. 

SECTION 14. Redemption. The Warrants shall not be redeemable by the Company or any other Person. 

SECTION 15. Notices to Warrant Holders. Upon any adjustment of (i) the number of Shares or other assets purchasable upon exercise
of each Warrant or (ii) any Exercise Price, the Company shall prior to or concurrently with the effectiveness thereof (x) cause to be filed with the Warrant Agent a certificate signed by an Appropriate Officer setting forth the event
giving rise to such adjustment, such Exercise Price and the number of Shares or other assets purchasable upon exercise of each Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and
the facts upon which such adjustment was made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (y) cause the Warrant Agent to give written notice to each of the registered holders of the
Warrants at such holder’s address appearing on the Warrant Register, at the expense of the Company. The Warrant Agent shall be fully protected in relying on any such certificate and in making any adjustment described therein and shall have no
duty with respect to, and shall not be deemed to have knowledge of, any adjustment unless and until it shall have received such a certificate, in each case, absent gross negligence, bad faith or willful misconduct (each as determined by a final non-appealable order, judgment, ruling or decree of a court of competent jurisdiction). 
 SECTION 16.
Merger, Consolidation or Change of Name of Warrant Agent. Any Person into which either Computershare or the Trust Company may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or
consolidation to which Computershare or the Trust Company is a party, or any Person succeeding to the shareholder services business of the Trust Company or to the business of Computershare or any successor to either Computershare or the Trust
Company, shall be the successor to such entity hereunder without the execution or filing of any document or any further act on the part of any of the parties hereto, if such Person would be eligible for appointment as a successor Warrant Agent under
the provisions of Section 18. If any of the Global Warrant 

  
 - 14 - 








 
Certificates have been countersigned but not delivered at the time such successor to either the Trust Company or Computershare succeeds under this Agreement, any such successor may adopt the
countersignature of the original Warrant Agent (including both Trust Company and Computershare); and if at that time any of the Global Warrant Certificates shall not have been countersigned, any successor to either the Trust Company or Computershare
may countersign such Global Warrant Certificates either in the name of the predecessor Warrant Agent (including both Trust Company and Computershare) or in the name of the successor Warrant Agent; and in all such cases such Global Warrant
Certificates shall have the full force provided in the Global Warrant Certificates and in this Agreement. 
 If at any time the name of the
Warrant Agent (whether the Trust Company or Computershare or both) is changed and at such time any of the Global Warrant Certificates have been countersigned but not delivered, the Warrant Agent whose name has changed may adopt the countersignature
under its prior name; and if at that time any of the Global Warrant Certificates have not been countersigned, the Warrant Agent may countersign such Global Warrant Certificates either in its prior name or in its changed name; and in all such cases
such Global Warrant Certificates shall have the full force provided in the Global Warrant Certificates and in this Agreement. 
 SECTION 17.
Warrant Agent. The Warrant Agent undertakes only the duties and obligations expressly imposed by this Agreement and the Global Warrant Certificates, in each case upon the following terms and conditions, by all of which the Company and the
holders of Warrants, by their acceptance thereof, shall be bound: 
 (a) The statements contained herein and in the Global Warrant
Certificates shall be taken as statements of the Company, and the Warrant Agent assumes no responsibility for the accuracy of any of the same except such as describe the Warrant Agent or action taken or to be taken by it. Except as expressly
provided herein, the Warrant Agent assumes no responsibility with respect to the execution, delivery or distribution of the Global Warrant Certificates. 

(b) The Warrant Agent shall not be responsible for any failure of the Company to comply with any of the covenants contained in this Agreement
or in the Global Warrant Certificates to be complied with by the Company, nor shall it at any time be under any duty or responsibility to make or cause to be made any calculation or adjustment in any Exercise Price or in the number of Shares
issuable upon exercise of any Warrant, or to determine whether any facts exist that may require any such calculations or adjustments (including whether any calculation or adjustment required under the provisions of Section 12 hereof should be
made), or have any responsibility or liability for the manner, method or amount of any such calculation or adjustment. 
 (c) The Warrant
Agent shall incur no liability or responsibility to the Company or to any holder of any Warrants for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it to
be genuine and to have been signed, sent or presented by the proper party or parties. 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 Warrant Agent 

  
 - 15 - 








 
may apply to any Appropriate Officer of the Company for instruction and may consult with legal counsel for the Warrant Agent (who may be an employee of 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 the Company for any action
taken or omitted by the Warrant Agent in reliance upon any Company instructions or upon the advice or opinion of such counsel; provided, that each of the Warrant Agent and its agents and subcontractors shall not be released from liability or
indemnified with respect to costs, expenses, losses and damages incurred or suffered as a result of, or arising out of, their gross negligence, bad faith or willful misconduct (each as determined by a final,
non-appealable judgment of a court of competent jurisdiction). 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. 
 (d) The Company agrees to pay to the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent under
this Agreement in accordance with the associated fee schedule delivered by the Warrant Agent to the Company on or around the date hereof, or such other fee schedule agreed upon between the Company and the Warrant Agent, and to reimburse the Warrant
Agent upon demand for all reasonable and documented out-of-pocket expenses, including counsel fees and other disbursements, incurred by the Warrant Agent in the
preparation, administration, delivery, execution and amendment of this Agreement and the performance of its duties under this Agreement. The Company covenants and agrees to indemnify the Warrant Agent and to hold it harmless against any costs,
expenses (including reasonable fees and expenses 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, non-appealable judgment of a court of competent jurisdiction). The
costs and expenses incurred by the Warrant Agent in enforcing the right to indemnification shall be paid by the Company except to the extent that it is determined by a final, non-appealable judgment of a court
of competent jurisdiction that the Warrant Agent is not entitled to indemnification due to its gross negligence, bad faith or willful misconduct. Notwithstanding the foregoing, the Company shall not be responsible for any settlement made without its
written consent. 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 Warrant Agent as fees and charges, but not including
reimbursable expenses, during the 12 months immediately preceding the event for which recovery from Warrant Agent is being sought. 
 (e)
The Company shall provide an initial funding of $1,000 for the purpose of issuing cash in lieu of fractional Shares pursuant to Section 13 hereof. From time to time thereafter, Computershare may request additional funding to cover payments in
connection with fractional Shares. Computershare shall have no obligation to make payments in connection with fractional Shares unless the Company shall have provided the necessary funds to pay in full all


  
 - 16 - 








 
amounts due and payable with respect thereto. Upon request of the Company, Computershare shall provide to the Company on a timely basis information as the Company may reasonably request in
connection with the cash paid in lieu of fractional Shares pursuant to this Agreement including, but not limited to, the remaining cash balance for future payments. 

(f) The Company shall provide opinions of counsel (i) on or prior to the date hereof, to set up a reserve in connection with the issuance
of the Warrants, stating that the Warrants, when issued in accordance with the terms and conditions of this Agreement, will be exempt from registration under the Securities Act, and all appropriate state securities law filings will have been made
with respect to the Warrants and (ii) on or prior to the first date that the Warrants shall be exercisable in accordance with Section 7 hereof, to set up a reserve in connection with the issuance of the Shares, stating that as of the date
thereof (x) the Common Shelf Registration Statement remains effective, (y) no stop order suspending effectiveness of the Common Shelf Registration Statement has been issued by the U.S. Securities and Exchange Commission, and (z) that
the Shares, when issued and sold in accordance with the terms and conditions of this Agreement, will be validly issued, fully paid and non-assessable. 

(g) The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to
involve expense or liability unless the Company or one or more registered holders of Warrants furnishes the Warrant Agent with security and indemnity satisfactory to the Warrant Agent for any costs or expenses that may be incurred. All rights of
action under this Agreement or under any of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrants or the production thereof at any trial or other proceeding relative thereto, and any such action, suit or
proceeding instituted by the Warrant Agent shall be brought in its name as Warrant Agent, and any recovery or judgment shall be for the ratable benefit of the registered holders of the Warrants, as their respective rights or interests may appear.

 (h) To the extent legally permissible, the Warrant Agent, and any member, stockholder, affiliate, director, officer or employee thereof,
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 is interested, or contract with or lend money to the Company or otherwise act as fully and
freely as though it was not the Warrant Agent under this Agreement, or a member, stockholder director, officer or employee of the Warrant Agent, as the case may be. Nothing herein shall preclude the Warrant Agent from acting in any other capacity
for the Company or for any other legal entity. 
 (i) The Warrant Agent shall act hereunder solely as agent for the Company, and its duties
shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable for anything that it may do or refrain from doing in connection with this Agreement except in connection with its own gross negligence, bad faith or willful
misconduct (each as determined by a final, non-appealable judgment of a court of competent jurisdiction). 

(j) The Company shall perform, acknowledge and deliver or cause to be performed, acknowledged and delivered all such further and other acts,
documents, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing by the Warrant Agent of the provisions of this Agreement. 

  
 - 17 - 








 (k) The Warrant Agent shall not be under any responsibility in respect of the validity of this
Agreement or the execution and delivery hereof (except the due and validly authorized execution hereof by the Warrant Agent) or in respect of the validity or execution of any Global Warrant Certificate (except its due and validly authorized
countersignature thereof), nor shall the Warrant Agent by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of the Shares to be issued pursuant to this Agreement or any Warrant or as to whether
the Shares will when issued be validly issued, fully paid and nonassessable or as to the Exercise Price or the number of Shares issuable upon exercise of any warrant. 

(l) Whenever in the performance of its duties under this Agreement the Warrant Agent deems it necessary or desirable that any fact or matter
be proved or established by the Company prior to taking or suffering any action hereunder, the Warrant Agent is hereby authorized and directed that it may accept instructions with respect to the performance of its duties hereunder from an
Appropriate Officer and to apply to such Appropriate Officer for advice or instructions in connection with its duties, and such instructions shall be full authorization and protection to the Warrant Agent and, absent gross negligence, bad faith or
willful misconduct (each as determined by a final, non-appealable judgment of a court of competent jurisdiction), the Warrant Agent shall not be liable for any action taken, suffered to be taken, or omitted to
be taken by it in accordance with instructions of any such Appropriate Officer or in reliance upon any statement signed by any one of such Appropriate Officers of the Company with respect to any fact or matter (unless other evidence in respect
thereof is herein specifically prescribed) which may be deemed to be conclusively proved and established by such signed statement. 
 (m) No
provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if it believes that repayment
of such funds or adequate indemnification against such risk or liability is not reasonably assured to it. 
 (n) If the Warrant Agent shall
receive any notice or demand (other than notice of or demand for exercise of Warrants) addressed to the Company by any Holder pursuant to the provisions of the Warrants, the Warrant Agent shall promptly forward such notice or demand to the Company.

 (o) 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 attorneys, accountants, agents or other experts, and the Warrant Agent will not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company or
the Holders resulting from any such act, default, neglect or misconduct, absent gross negligence, bad faith or willful misconduct (each as determined by a final non-appealable judgment of a court of competent
jurisdiction) in the selection and continued employment thereof. 
 (p) The Warrant Agent will not be under any duty or responsibility to
ensure compliance with any applicable federal or state securities laws in connection with the issuance, transfer or exchange of the Warrants. 

  
 - 18 - 








 (q) The Warrant Agent shall have no duties, responsibilities or obligations as the Warrant Agent
except those which are expressly set forth herein, and in any modification or amendment hereof to which the Warrant Agent has consented in writing, and no duties, responsibilities or obligations shall be implied or inferred. Without limiting the
foregoing, unless otherwise expressly provided in this Agreement, the Warrant Agent shall not be subject to, nor be required to comply with, or determine if any Person has complied with, the Warrants or any other agreement between or among the
parties hereto, even though reference thereto may be made in this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Agreement. The Warrant
Agent shall have no obligation to read or be familiar with the terms of the Settlement or be bound thereby. Any conflict between the terms of the Settlement and the terms hereof as they relate to the Warrant Agent shall be governed by the terms
hereof. 
 (r) 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. 
 (s) In
the event the Warrant Agent 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, or is for any reason unsure as to
what action to take hereunder, the Warrant Agent shall notify the Company in writing as soon as practicable, and upon delivery of such notice may, in its sole discretion, refrain from taking any action, and shall be fully protected and shall not be
liable in any way to the Company or any Holder or other Person for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of
Warrant Agent. 
 (t) The provisions of this Section 17 shall survive the termination of this Agreement, the exercise or expiration of
the Warrants and the resignation or removal of the Warrant Agent. 
 (u) No provision of this Agreement shall be construed to relieve the
Warrant Agent from liability for its own gross negligence, bad faith or its willful misconduct (each as determined by a final non-appealable order, judgment, ruling or decree of a court of competent
jurisdiction). 
 SECTION 18. Change of Warrant Agent. If the Warrant Agent resigns (such resignation to become effective not earlier
than 60 calendar days after the giving of written notice thereof to the Company and the Holders) or shall be adjudged a bankrupt or an insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors
or consent to the appointment of a receiver of all or any substantial part of its property or affairs or shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay or meet its debts generally as they
become due, or if an order of any court shall be entered approving any petition filed by or against the Warrant Agent under the 

  
 - 19 - 








 
provisions of bankruptcy laws or any similar legislation, or if a receiver, trustee or other similar official of it or of all or any substantial part of its property shall be appointed, or if any
public officer shall take charge or control of it or of its property or affairs, for the purpose of rehabilitation, conservation, protection, relief, winding up or liquidation, or becomes incapable of acting as Warrant Agent or if the Company, in
its sole discretion, removes the Warrant Agent (such removal to become effective not earlier than 30 calendar days after providing written notice to the Warrant Agent and the registered holders of Warrants at the addresses appearing on the Warrant
Register), the Company shall appoint a successor to the Warrant Agent. Any action by, on behalf of, or with regard to either Computershare or the Trust Company under the preceding sentence shall cause the Company to appoint a successor Warrant Agent
hereunder. If the Company fails to make such appointment within a period of 60 calendar days after such removal or after it has been so notified in writing of such resignation or incapacity by the Warrant Agent (including either Computershare or the
Trust Company) or by the registered holder of a Warrant (in the case of incapacity), then the registered holder of any Warrant may apply to any court of the Commonwealth of Massachusetts or any federal court of the District of Massachusetts for the
appointment of a successor to the Warrant Agent. Pending appointment of a successor to the 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,
whether appointed by the Company or by such a court, shall be an entity, in good standing, incorporated under the laws of any state or of the United States of America. As soon as practicable after appointment of the successor Warrant Agent, the
Company shall cause written notice of the change in the Warrant Agent to be given to each of the Holders at such Holder’s address appearing on the Warrant Register. After appointment, the successor Warrant Agent shall be vested with the same
powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed. Any replacement Warrant Agent shall succeed and replace both Computershare and Trust Company as Warrant Agent hereunder. The
former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder and execute and deliver, at the expense of the Company, any further assurance, conveyance, act or deed necessary for such
purpose. Failure to give any notice provided for in this Section 18 or any defect therein, shall not affect the legality or validity of the removal of the Warrant Agent or the appointment of a successor Warrant Agent, as the case may be. 

SECTION 19. Holder Not Deemed a Stockholder. Nothing contained in this Agreement or in any of the Warrants shall be construed as
conferring upon the holders thereof the right to vote or to receive dividends or to participate in any transaction that would give rise to an adjustment under Section 12 or to consent or to receive notice as stockholders in respect of the
meetings of stockholders or for the election of directors of the Company or any other matter, or any rights whatsoever as stockholders of the Company. 

  
 - 20 - 








 SECTION 20. Notices to Company and Warrant Agent. Any notice or demand authorized by this
Agreement to be given or made by the Warrant Agent or by any Holder to or on the Company shall be sufficiently given or made as of the date sent if sent by nationally recognized overnight courier, by first class mail, addressed (until another
address is filed in writing by the Company with the Warrant Agent), or by facsimile transmission with receipt confirmed, as follows: 
 AVEO
Pharmaceuticals, Inc. 
 One Broadway, 14th Floor 

Cambridge, MA 02142 
 Fax: (617) 649-2394 
 Attention: Chief Financial Officer 

If the Company fails to maintain such office or agency or fails to give such notice of any change in the location thereof, presentation may be
made and notices and demands may be served at the principal office of the Warrant Agent. 
 Any notice pursuant to this Agreement to be
given by the Company or by any Holder to the Warrant Agent shall be sufficiently given as of the date sent if sent by nationally recognized overnight courier or by certified mail, return receipt requested, addressed (until another address is filed
in writing by the Warrant Agent with the Company), or by facsimile transmission with receipt confirmed, as follows: 
 Computershare Trust
Company, N.A. 
 250 Royall Street 

Canton, Massachusetts 02021 

Attn: Client Administration 

Facsimile: (781) 575-2916 

Any notice pursuant to this Agreement to be given by the Company or by the Warrant Agent to any Holder shall be sufficiently given as of the
date sent if sent by nationally recognized overnight courier or by first class mail, addressed (until another address is filed in writing with the Warrant Agent) to such Holder’s address appearing on the Warrant Register. 

SECTION 21. Payment of Taxes and Charges. The Company will from time to time promptly pay to the Warrant Agent, or make provisions
satisfactory to the Warrant Agent for the payment of, all taxes and charges that may be imposed by the United States or any state upon the Company or the Warrant Agent in connection with the issuance or delivery of Shares upon the exercise of any
Warrants, but any taxes or charges in connection with the issuance of Warrants or certificates for Shares in any name other than that of the registered holder of the Warrants surrendered shall be paid by such registered holder; and, in such case,
the Company shall not be required to issue or deliver any Warrants or certificate for Shares until such taxes or charges shall have been paid or it has been established to the Company’s satisfaction that no tax or charge is due. The Warrant
Agent shall have no duty or obligation under this Section 21 unless and until it is satisfied that all such taxes and charges have been paid. 

SECTION 22. Supplements and Amendments. This Agreement constitutes the entire agreement and supersedes all other prior agreements and
understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof and may not be amended, except in a writing signed by both of them. The Company and the Warrant Agent may from time to time
supplement or amend this Agreement or the Warrants (i) without the approval of any Holders in order (x) to cure any ambiguity, manifest error or other mistake in this Agreement or the Warrants, (y) to correct or supplement any
provision contained herein or in the Warrants that may be defective or inconsistent with any other provision herein or in the 

  
 - 21 - 








 
Warrants, or (z) to make any other provisions in regard to matters or questions arising hereunder that the Company and the Warrant Agent may deem necessary or desirable and that shall not
materially adversely affect, alter or change the interests of the Holders or (ii) with the prior written consent of holders of the Warrants exercisable for a majority of the Shares then issuable upon exercise of the Warrants then outstanding;
provided, however that the Warrant Agent may, but shall not be obligated to, execute any amendment or supplement which affects the rights or increases the duties or obligations or liabilities of the Warrant Agent. As a condition precedent to the
Warrant Agent’s execution of any amendment or supplement, the Company shall deliver to the Warrant Agent a certificate from an Appropriate Officer that states that the proposed amendment or supplement is in compliance with the terms of this
Section 22. Notwithstanding anything to the contrary herein, upon the delivery of such certificate from an Appropriate Officer and provided such supplement or amendment does not change the Warrant Agent’s rights, duties, liabilities or
obligations hereunder, the Warrant Agent shall execute such supplement or amendment. Any amendment, modification or waiver effected pursuant to and in accordance with the provisions of this Section 22 will be binding upon all Holders and upon
each future Holder, the Company and the Warrant Agent. In the event of any amendment, modification or waiver, the Company will give prompt notice thereof to all Holders and, if appropriate, notation thereof will be made on all Global Warrant
Certificates thereafter surrendered for registration of transfer or exchange. 
 SECTION 23. 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 hereunder. 

SECTION 24. Termination. This Agreement shall terminate on the Expiration Date. Notwithstanding the foregoing, this Agreement will
terminate on any earlier date when all Warrants have been exercised. The provisions of Section 17, this Section 24 and Section 25 shall survive such termination and the resignation or removal of the Warrant Agent. 

SECTION 25. Governing Law Venue and Jurisdiction. This Agreement and each Warrant issued hereunder shall be deemed to be a contract
made under the laws of the Commonwealth of Massachusetts and for all purposes shall be governed by and construed in accordance with the laws thereof. Each party hereto consents and submits to the jurisdiction of the courts of the Commonwealth of
Massachusetts and of the federal courts of the District of Massachusetts in connection with any action or proceeding brought against it that arises out of or in connection with, that is based upon, or that relates to this Agreement or the
transactions contemplated hereby. In connection with any such action or proceeding in any such court, each party hereto hereby waives personal service of any summons, complaint or other process and hereby agrees that service thereof may be made in
accordance with the procedures for giving notice set forth in Section 20 hereof. Each party hereto hereby waives any objection to jurisdiction or venue in any such court in any such action or proceeding and agrees not to assert any defense
based on lack of jurisdiction or venue in any such court in any such action or proceeding. 
 SECTION 26. Consequential Damages.
Neither party to this Agreement shall be liable to the other party for any consequential, indirect, special 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 of such damages. 

  
 - 22 - 








 SECTION 27. Counterparts. This Agreement may be executed in any number of counterparts and
each such counterpart 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 or by facsimile shall have the
same authority, effect, and enforceability as an original signature. 
 SECTION 28. Headings. The headings of sections of this
Agreement have been inserted for convenience of reference only, are not to be considered a part hereof and in no way modify or restrict any of the terms or provisions hereof. 

SECTION 29. Meaning of Terms Used in Agreement. 

(a) The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule
of strict construction shall be applied against any party. Any references to any federal, state, local or foreign statute or law shall also refer to all rules and regulations promulgated thereunder, unless the context otherwise requires. Unless the
context otherwise requires: (i) a term has the meaning assigned to it by this Agreement; (ii) forms of the word “include” mean that the inclusion is not limited to the items listed; (iii) “or” is disjunctive but not
exclusive; (iv) words in the singular include the plural, and in the plural include the singular; and (v) provisions apply to successive events and transactions; (vi) “hereof”, “hereunder”, “herein” and
“hereto” refer to the entire Agreement and not any section or subsection. 
 (b) The following terms used in this Agreement shall
have the meanings set forth below: 
 “Business Day” shall mean any day, except for Saturday and Sunday, or a day on which
the New York Stock Exchange is required or authorized by law or executive order to close. 
 “Distribution Date” shall mean
the date or dates on which the Company issues or transfers the Warrants to the plaintiffs’ counsels, settlement administrator, escrow agent (in each case, such party as contemplated in the Settlement) or any of such parties’ designees
which party shall then be responsible for distribution of certain Warrants to the authorized claimants pursuant to the Settlement. 

“Market Price” shall mean (x) as to the relevant securities, the average closing price of a share of such securities as
reported on the principal national securities exchange on which the shares of such securities are listed or admitted for trading, (y) if not listed or admitted for trading on any national securities exchange, the average of the closing bid and
asked prices of a share of such securities in the over-the-counter market as reported by a reputable quotation service selected by the Board of Directors or (z) in
all other cases, as determined in good faith by the Board of Directors of the Company, following the receipt of a valuation by an independent investment bank of national standing selected by the Board of Directors. In each such case, the average
closing price shall be averaged over a 

  
 - 23 - 








 
period of 21 consecutive trading days consisting of the day immediately preceding the day for which the “Market Price” is being determined (for example, if a Warrant Exercise Notice is
delivered on a Friday, September 3, the 21-day period would end and include Thursday, September 2 assuming such date is a trading day) and the 20 consecutive trading days prior to such day. 

“Person” shall mean an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an
unincorporated organization and a government or any department or agency thereof or any other legal entity. 
 SECTION 30.
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
Warrant Holder information, which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement including the fees for services hereunder 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). 

SECTION 31. Severability. If any part of this Agreement shall be held to be invalid or unenforceable by any court, or regulatory agency
or body, such invalidity or unenforceability shall attach only to such part and shall not affect the validity or enforceability of the rest of this Agreement. Furthermore, in lieu of any such invalid or unenforceable provision or condition, the
parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms and commercial effect to such invalid or unenforceable provision as may be possible and be valid and enforceable. 

[The next page is the signature page] 

  
 - 24 - 








 IN WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement to be executed and
delivered as of the day and year first above written. 
  

			
	
	AVEO PHARMACEUTICALS, INC.
		
	By:	 	/s/ Matthew Dallas
		 	Name: Matthew Dallas
		 	Title: Chief Financial Officer
	
	 COMPUTERSHARE INC.,
 as Warrant
Agent

		
	By:	 	/s/ Collin Ekeogu
		 	Name: Collin Ekeogu
		 	Title: Manager, Corporation Actions
	
	 COMPUTERSHARE TRUST COMPANY, N.A.,

as Warrant Agent

		
	By:	 	/s/ Collin Ekeogu
		 	Name: Collin Ekeogu
		 	Title: Manager, Corporation Actions









 SCHEDULE I 

WARRANT RECIPIENTS 
  

					
	 Name
	  	Number of shares
of common stock
underlying warrant	 
	 Carey & Co., FBO Huntington National Bank Escrow Agent for

AVEO Securities Litigation QSF escrow account 1087236752

EIN 316023323

c/o Huntington National Bank

7 Easton Oval

Columbus, OH 43219
	  	 	2,000,000	 
		  	  
	  
	 
	 Total
	  	 	2,000,000	 
		  	  
	  
	 








 EXHIBIT A-1 

FORM OF WARRANT STATEMENT 
  

			
	 AVEO PHARMACEUTICALS, INC.
	  	 DRS Warrant Advice

		
		  	
	 Holder’s Name
	  	 Computershare Inc.

Computershare Trust Company, N.A.

250 Royall Street

Canton, MA 02021

Attn: Client Administration

www.computershare.com

	 Holder’s Address
	  	

 Book-Entry Warrant Certificate Balance in AVEO Pharmaceuticals, Inc. Warrants: 

CUSIP Number: [•] 
 Account Number/Investor ID:

 Class Description: Warrants 

PLEASE RETAIN THIS STATEMENT FOR YOUR RECORDS 

These Warrants are maintained for you under the Direct Registration System, which means they are held for you in an electronic, book-entry account maintained
by Computershare Inc. and Computershare Trust Company, N.A. (see enclosed brochure, “What Individual Investors Should Know About Holding Securities”). Please retain this statement for your permanent record. 

NO ACTION IS REQUIRED if you choose to keep Warrants in book-entry form. 

AVEO PHARMACEUTICALS, INC. 
 This statement is your record
that the AVEO Pharmaceuticals, Inc. Warrants have been credited to your account on the books of AVEO Pharmaceuticals, Inc. maintained by Computershare Inc. and Computershare Trust Company, N.A., under the Direct Registration System. Please verify
all information on the reverse side of this statement. This statement is neither a negotiable instrument nor a security, and delivery of this statement does not itself confer any rights on the recipient. Nevertheless, it should be kept with your
important documents as a record of your ownership of these securities. 

  
 A-1 - 1 








 EXERCISE FORM 

(To be executed by the Registered Holder to exercise Warrants) 

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant statement, to purchase _______newly issued shares
of Common Stock of AVEO Pharmaceuticals, Inc. (the “Company”) at the Exercise Price of $_________per share. 
 The undersigned
represents, warrants and promises that it has the full power and authority to exercise and deliver the Warrants exercised hereby. The undersigned represents, warrants and promises that it has delivered or will deliver in payment for such Shares
$_______ (the “Exercise Amount”) by certified or official bank or bank cashiers check payable to the order of “AVEO Pharmaceuticals, Inc.”, or by wire transfer in immediately available funds of the Exercise Amount to an account
of the Warrant Agent specified in writing by the Warrant Agent for such purpose), no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date. 

The undersigned requests that a statement representing the Shares be delivered as follows: 

 

					
		 		 	 Name

 

		 		 	 Address

 

		 		 	 Delivery Address (if different)

 


 If such number of Shares is less than the aggregate number of Shares purchasable hereunder, the undersigned
requests that a new Book-Entry Warrant representing the balance of such Warrants shall be registered, with the appropriate Warrant statement delivered as follows: 
  

					
		 		 	 Name

 

		 		 	 Address

 

		 		 	 Delivery Address (if different)

 

	 Social Security or Other Taxpayer

Identification Number of Holder
	 		 	 Signature



  
 A-1 - 2 








 Note: The above signature must correspond with the name as written upon the Warrant statement in
every particular, without alteration or enlargement or any change whatsoever. If the statement representing the Shares or any Warrant statement representing Warrants not exercised is to be registered in a name other than that in which this Warrant
statement is registered, the signature of the holder hereof must be guaranteed. 
 Signatures must be guaranteed by a participant in the
Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. 

SIGNATURE GUARANTEED BY: 

  
 A-1 - 3 








 EXHIBIT A-2 

FORM OF FACE OF GLOBAL WARRANT CERTIFICATE 

VOID AFTER JULY 15, 2019 

This Global Warrant Certificate is held by The Depositary Trust Company (the “Depositary”) or its nominee in custody for the benefit
of the beneficial owners hereof, and is not transferable to any Person under any circumstances except that (i) this Global Warrant Certificate may be exchanged in whole but not in part pursuant to Section 6(a) of the Warrant Agreement,
(ii) this Global Warrant Certificate may be delivered to the Warrant Agent for cancellation pursuant to Section 6(h) of the Warrant Agreement and (iii) this Global Warrant Certificate may not be transferred to a successor Depositary
except pursuant to Section 6(e) of the Warrant Agreement. 
 Unless this Global Warrant Certificate is presented by an authorized
representative of the Depositary to the Company or the Warrant Agent for registration of transfer, exchange or payment and any certificate issued is registered in the name of Cede & Co. or such other entity as is requested by an authorized
representative of the Depositary (and any payment hereon is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depositary), any transfer, pledge or other use hereof for value or otherwise by or
to any Person is wrongful because the registered owner hereof, Cede & Co., has an interest herein. 
 Transfers of this Global
Warrant Certificate shall be limited to transfers in whole, but not in part, to nominees of the Depositary or to a successor thereof or such successor’s nominee, and transfers of portions of this Global Warrant Certificate shall be limited to
transfers made in accordance with the restrictions set forth in Section 6 of the Warrant Agreement. 
 No registration or transfer of
the securities issuable pursuant to the Warrant will be recorded on the books of the Company until such provisions have been complied with. 

  
 A-2 - 1 








 CUSIP No. [•] 

No.
                                        

 WARRANT TO PURCHASE 
 SHARES
OF COMMON STOCK 
 AVEO PHARMACEUTICALS, INC. 

GLOBAL WARRANT TO PURCHASE COMMON STOCK 

FORM OF FACE OF WARRANT CERTIFICATE 

VOID AFTER JULY 15, 2019 

This Warrant Certificate (“Warrant Certificate”) certifies that or its registered assigns is the registered holder of a Warrant (the
“Warrant”) of AVEO Pharmaceuticals, Inc. a Delaware corporation (the “Company”), to purchase the number of shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”) of the Company
set forth above. This warrant expires on July 15, 2019 (such date, the “Expiration Date”), and entitles the holder to purchase from the Company the number of fully paid and non-assessable Shares
set forth above at the exercise price (the “Exercise Price”) multiplied by the number of Shares set forth above (the “Exercise Amount”), payable to the Company either by certified or official bank or bank cashiers check payable
to the order of the Company, or by wire transfer in immediately available funds of the Exercise Amount to an account of the Warrant Agent specified in writing by the Warrant Agent for such purpose, no later than 5:00 p.m. New York City time, on the
Business Day immediately prior to the settlement date, which settlement date is two Business Days after a Warrant Exercise Notice is delivered (the “Settlement Date”). The initial Exercise Price shall be $3.00. 

The Exercise Price and the number of Shares purchasable upon exercise of this Warrant are subject to adjustment upon the occurrence of certain
events as set forth in the Warrant Agreement. 
 No Warrant may be exercised prior to the Distribution Date or after the Expiration Date;
provided, however, that Warrants are only exercisable if (i) a shelf registration statement covering the issuance of the Shares to the holders upon exercise of the Warrants is effective under the Securities Act and (ii) the Shares are
qualified for sale or exempt from qualification under the applicable securities laws of the states or other jurisdictions in which such holders reside. After the Expiration Date, the Warrants will become wholly void and of no value. 

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS WARRANT CERTIFICATE SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. 

  
 A-2 - 2 








 This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. 

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be executed by its duly authorized officer. 

Dated: 
  

			
	AVEO PHARMACEUTICALS, INC.
		
	By:	 	 
		 	Name:                                     
                               
		 	Title:                                    
                                  


  

			
	Computershare Inc., as Warrant Agent
		
	By:	 	 
		 	Name:                                     
                               
		 	Title:                                    
                                  

  

			
	Computershare Trust Company, N.A., as Warrant Agent
		
	By:	 	 
		 	Name:                                     
                               
		 	Title:                                    
                                  


  
 A-2 - 3 








 FORM OF REVERSE OF GLOBAL WARRANT CERTIFICATE 

AVEO PHARMACEUTICALS, INC. 
 The
Warrant evidenced by this Warrant Certificate is a part of a duly authorized issue of Warrants to purchase a maximum of                     
shares of Common Stock issued pursuant to that certain Warrant Agreement, dated as of July 16, 2018 (the “Warrant Agreement”), duly executed and delivered by the Company and Computershare Inc. and its wholly-owned subsidiary,
Computershare Trust Company, N.A., as Warrant Agent (the “Warrant Agent”). The Warrant Agreement hereby is 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 inspected at the Warrant Agent office and is available upon written request addressed to the Company. All capitalized terms used on the face of this Warrant Certificate herein but not defined that are defined in the
Warrant Agreement shall have the meanings assigned to them therein. 
 Warrants may be exercised to purchase Shares from the Company from
the related Distribution Date through 5:00 p.m. New York City time on the Expiration Date, at the Exercise Price set forth on the face hereof, subject to adjustment as described in the Warrant Agreement; provided, however, that Warrants are only
exercisable if (i) a shelf registration statement covering the issuance of the Shares to the holders upon exercise of the Warrants is effective under the Securities Act and (ii) the Shares are qualified for sale or exempt from
qualification under the applicable securities laws of the states or other jurisdictions in which such holders reside. Subject to the terms and conditions set forth herein and in the Warrant Agreement, the holder of the Warrant evidenced by this
Warrant Certificate may exercise such Warrant by: 
 (i) providing written notice of such election (“Warrant Exercise
Notice”) to exercise the Warrant to the Warrant Agent at the address set forth in the Warrant Agreement, “Re: Warrant Exercise”, by hand, nationally recognized overnight courier or by facsimile, no later than 5:00 p.m., New York City
time, on the Expiration Date, which Warrant Exercise Notice shall substantially be in the form of an election to purchase Shares set forth herein, properly completed and executed by the holder; 

(ii) delivering no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date, the
Warrant Certificates evidencing such Warrants to the Warrant Agent; and 
 (iii) paying the applicable Exercise Amount,
together with any applicable taxes and governmental charges no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date. 

In the event that upon any exercise of the Warrant evidenced hereby the number of Shares actually purchased shall be less than the total
number of Shares purchasable upon exercise of the Warrant evidenced hereby, there shall be issued to the holder hereof, or such 

  
 A-2 - 4 








 
holder’s assignee, a new Warrant Certificate evidencing a Warrant to purchase the Shares not so purchased. No adjustment shall be made for any cash dividends on any Shares issuable upon
exercise of this Warrant. After the Expiration Date, unexercised Warrants shall become wholly void and of no value. 
 The Company shall not
be required to issue fractions of Shares or any certificates that evidence fractional Shares. 
 Warrant Certificates, when surrendered by
book-entry delivery through the facilities of the Depositary 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 a Warrant to purchase in the aggregate a like number of Shares. 
 No Warrants may be sold, exchanged
or otherwise transferred in violation of the Securities Act or state securities laws. 
 The Company and Warrant Agent may deem and treat
the registered holder hereof as the absolute owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone) for the purpose of any exercise hereof and for all other purposes, and neither the
Company nor the Warrant Agent shall be affected by any notice to the contrary. 
 To the extent that any provision hereof conflicts with any
provision of the Warrant Agreement, the provision in the Warrant Agreement shall control. 
 [Balance of page intentionally remains blank]


  
 A-2 - 5 








 EXHIBIT B-1 

FORM OF ELECTION TO EXERCISE WARRANT FOR WARRANT HOLDERS 

HOLDING BOOK-ENTRY WARRANTS 
 (TO
BE EXECUTED UPON EXERCISE OF THE WARRANT) 
 The undersigned hereby irrevocably elects to exercise the right, represented by Book-Entry
Warrants, to purchase                      newly issued shares of Common Stock of AVEO Pharmaceuticals, Inc. (the “Company”) at the
Exercise Price of $             per share. 
 The undersigned represents,
warrants and promises that it has the full power and authority to exercise and deliver the Warrants exercised hereby. The undersigned represents, warrants and promises that it has delivered or will deliver in payment for such Shares
$             (the “Exercise Amount”) by certified or official bank or bank cashiers check payable to the order of the Company, or by wire transfer in immediately available
funds of the Exercise Amount to an account of the Warrant Agent specified in writing by the Warrant Agent for such purpose, no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date. 

The undersigned requests that a statement representing the Shares be delivered as follows: 

 

					
		 		 	 Name

 

		 		 	 Address

 

		 		 	 Delivery Address (if different)

 


 If such number of Shares is less than the aggregate number of Shares purchasable hereunder, the undersigned
requests that a new Book-Entry Warrant representing the balance of such Warrants shall be registered, with the appropriate Warrant Statement delivered as follows: 
  

					
		 		 	 Name

 

		 		 	 Address

 

		 		 	 Delivery Address (if different)

 

	 Social Security or Other Taxpayer

Identification Number of Holder
	 		 	 Signature



  
 B-1 - 1 








 Note: If the statement representing the Shares or any Book-Entry Warrants representing Warrants
not exercised is to be registered in a name other than that in which the Book-Entry Warrants are registered, the signature of the holder hereof must be guaranteed. 
  

					
	SIGNATURE GUARANTEED BY:	 		 	Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion
Signature Program.


  
 B-1 - 2 








 EXHIBIT B-2 

FORM OF ELECTION TO EXERCISE WARRANT FOR 

WARRANT HOLDERS HOLDING WARRANTS THROUGH 

THE DEPOSITORY TRUST COMPANY 
 TO
BE COMPLETED BY DIRECT PARTICIPANT 
 IN THE DEPOSITORY TRUST COMPANY 

AVEO PHARMACEUTICALS, INC. 

Warrants to
Purchase                             Shares of AVEO Pharmaceuticals, Inc. Common Stock 

(TO BE EXECUTED UPON EXERCISE OF THE WARRANT) 

The undersigned hereby irrevocably elects to exercise the right, represented by
                             Warrants held for its benefit through the book-entry facilities of The
Depository Trust Company (the “Depositary”), to purchase                  newly issued shares of Common Stock of (the “Company”) at the
Exercise Price of $                     per share. 

The undersigned represents, warrants and promises that it has the full power and authority to exercise and deliver the Warrants exercised
hereby. The undersigned represents, warrants and promises that it has delivered or will deliver in payment for such Shares $                 (the “Exercise
Amount”) by certified or official bank or bank cashiers check payable to the order of the Company, or by wire transfer in immediately available funds of the Exercise Amount to an account of the Warrant Agent specified in writing by the Warrant
Agent for such purpose, no later than 5:00 p.m., New York City time, on the Business Day immediately prior to the Settlement Date. 
 The
undersigned requests that the principal amount of Warrants exercised hereby be in registered form in the authorized denominations, registered in such names and delivered, all as specified in accordance with the instructions set forth below;
provided, that if the shares of Common Stock are evidenced by global securities, the shares of Common Stock shall be registered in the name of the Depositary or its nominee. 

Dated: 
 NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE
WARRANT AGENT, PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. THE WARRANT AGENT SHALL NOTIFY YOU (THROUGH THE CLEARING SYSTEM) OF (1) THE WARRANT AGENT’S ACCOUNT AT THE DEPOSITARY TO WHICH YOU MUST


  
 B-2 - 1 








 
DELIVER YOUR WARRANTS ON THE EXERCISE DATE AND (2) THE ADDRESS, PHONE NUMBER AND FACSIMILE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE
SUBMITTED. NAME OF DIRECT PARTICIPANT IN THE DEPOSITARY: 
 (PLEASE PRINT) 

ADDRESS: 
 CONTACT
NAME:                                        
                                         
                                        

ADDRESS:
                                         
                                         
                                       

TELEPHONE (INCLUDING INTERNATIONAL CODE):
                                        

 FAX (INCLUDING INTERNATIONAL CODE):
                                         

SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):
                                         

ACCOUNT FROM WHICH WARRANTS ARE BEING DELIVERED:
                             

DEPOSITARY ACCOUNT NO.
                             

WARRANT EXERCISE NOTICES WILL ONLY BE VALID IF DELIVERED IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH IN THIS NOTIFICATION (OR AS OTHERWISE DIRECTED), MARKED
TO THE ATTENTION OF “WARRANT EXERCISE”. WARRANT HOLDER DELIVERING WARRANTS, IF OTHER THAN THE DIRECT DTC PARTICIPANT DELIVERING THIS WARRANT EXERCISE NOTICE 

NAME:                         
                                         
                                         
              
 (PLEASE PRINT) 

CONTACT NAME:
                                        

 TELEPHONE (INCLUDING INTERNATIONAL CODE):
                                         

FAX (INCLUDING INTERNATIONAL CODE):
                                        

 SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):
                                        

 ACCOUNT TO WHICH THE SHARES OF COMMON STOCK ARE TO BE CREDITED: DEPOSITARY ACCOUNT NO. 

FILL IN FOR DELIVERY OF THE COMMON STOCK, IF OTHER THAN TO THE PERSON DELIVERING THIS WARRANT EXERCISE NOTICE: 

  
 B-2 - 2 









NAME:                         
                                         
                                         
              
 (PLEASE PRINT) 

ADDRESS:                        
                                         
                                         
               
 CONTACT NAME:
                                         
                                

TELEPHONE (INCLUDING INTERNATIONAL CODE):
                                        

 FAX (INCLUDING INTERNATIONAL CODE):
                                        

 SOCIAL SECURITY OR OTHER TAXPAYER IDENTIFICATION NUMBER (IF APPLICABLE):
                                        
                             

NUMBER OF WARRANTS BEING EXERCISED:
                                         
            
 (ONLY ONE EXERCISE PER WARRANT EXERCISE NOTICE) 

Signature:                        
                                         
                                         
               

Name:                         
                                         
                                         
              
 Capacity in which
Signing:                                       
                                         
                                         

Signature Guaranteed
by:                                        
                                         
                                        

Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock
Exchange, Inc. Medallion Signature Program. 

  
 B-2 - 3 








 EXHIBIT C 

FORM OF ASSIGNMENT 
 (TO BE
EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO TRANSFER A WARRANT) 
 FOR VALUE RECEIVED, the undersigned registered holder hereby sells,
assigns and transfers unto 
  
  

Name of Assignee 
  

 
 Address of
Assignee 

                          
       Warrants to purchase shares of Common Stock held by the undersigned, together with all right, title and interest therein, and does irrevocably constitute and
appoint                                        
         attorney, to transfer such Warrants on the books of the Warrant Agent, with full power of substitution. 
  

					
	 		 
	                    Dated	 		 	                    Signature

  

	
	 Social Security or Other Taxpayer

Identification Number of Assignee

	
	SIGNATURE GUARANTEED BY:
	
	   

	
	Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program.


  
 C - 1