Exhibit 4.1


 


WARRANT AGENCY
AGREEMENT


 


WARRANT AGENCY AGREEMENT,
dated as of                           
, 2017 (“Agreement”), between Moleculin Biotech, Inc., a Delaware corporation (the “Company”)
and VStock Transfer, LLC (the “Warrant Agent”).


 


WITNESSETH


 


WHEREAS, pursuant
to a registered offering by the Company of shares of common stock, par value $0.001 per share (the “Common Stock”)
and warrants to purchase shares of Common Stock (the “Warrants”), pursuant to an effective registration statement
on Form S-1 (File No. 333-214898) (the “Registration Statement”), the Company wishes to issue Warrants in book
entry form entitling the respective holders of the Warrants (the “Holders”, which term shall include a Holder’s
transferees, successors and assigns and “Holder” shall include, if the Warrants are held in “street name”,
a Participant (as defined below) or a designee appointed by such Participant) to purchase an aggregate of up to                           
shares of Common Stock upon the terms and subject to the conditions hereinafter set forth (the “Offering”);


 


WHEREAS, the shares
of Common Stock and Warrants to be issued in connection with the Offering shall be immediately separable and will be issued separately,
but will be purchased together in the Offering; and


 


WHEREAS, the Company
wishes the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance,
registration, transfer, exchange, exercise and replacement of the Warrants and, in the Warrant Agent’s capacity as the Company’s
transfer agent, the delivery of the Warrant Shares.


 


NOW, THEREFORE, in
consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:


 


Section 1. Certain
Definitions. For purposes of this Agreement, the following terms have the meanings indicated:


 


(a) “Affiliate”
has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


 


(b) “Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which the Nasdaq Stock Market is authorized or required by law or other governmental action to close.


 


(c) “Close
of Business” on any given date means 5:00 p.m., New York City time, on such date; provided, however, that
if such date is not a Business Day it means 5:00 p.m., New York City time, on the next succeeding Business Day.


 


(e) “Person”
means an individual, corporation, association, partnership, limited liability company, joint venture, trust, unincorporated organization,
government or political subdivision thereof or governmental agency or other entity.


 


(j) “Warrant
Certificate” means a certificate in substantially the form attached as Exhibit 1 hereto, representing such number
of Warrant Shares as is indicated therein, provided that any reference to the delivery of a Warrant Certificate in this Agreement
shall include delivery of notice from the Depositary or a Participant (each as defined below) of the transfer or exercise of Warrant
in the form of a Global Warrant (as defined below).


 


(k) “Warrant
Shares” means the shares of Common Stock underlying the Warrants and issuable upon exercise of the Warrants.


 


All other capitalized
terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Warrant Certificate.


 


Section 2. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the terms
and conditions hereof, and the Warrant Agent hereby accepts such appointment. The Company may from time to time appoint a Co-Warrant
Agent with the prior consent of the Warrant Agent, such consent to not be unreasonably withheld, delayed or conditioned. The Warrant
Agent shall have no duty to supervise, and will in no event be liable for the acts or omissions of, any co-Warrant Agent.


 




     


     


    

  


Section 3. Global
Warrants.


 


(a) The Warrants shall
be issuable in book entry form (the “Global Warrants”). All of the Warrants shall initially be represented
by one or more Global Warrants deposited with the Warrant Agent and registered in the name of Cede & Co., a nominee of The
Depository Trust Company (the “Depositary”), or as otherwise directed by the Depositary. Ownership of beneficial
interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained
by (i) the Depositary or its nominee for each Global Warrant or (ii) institutions that have accounts with the Depositary (such
institution, with respect to a Warrant in its account, a “Participant”).


 


(b) If the Depositary
subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant
Agent regarding other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no
longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the
Depositary to deliver to the Warrant Agent for cancellation each Global Warrant, and the Company shall instruct the Warrant Agent
to deliver to each Holder a Warrant Certificate.


 


(c) A Holder has the
right to elect at any time or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant Certificate Request
Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for the exchange of some or all of such Holder’s
Global Warrants for a Warrant Certificate evidencing the same number of Warrants, which request shall be in the form attached
hereto as Annex A (a “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate
Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the deemed surrender upon delivery
by the Holder of a number of Global Warrants for the same number of Warrants evidenced by a Warrant Certificate, a “Warrant
Exchange”), the Warrant Agent shall promptly effect the Warrant Exchange and shall promptly issue and deliver to the
Holder a Warrant Certificate for such number of Warrants in the name set forth in the Warrant Certificate Request Notice. Such
Warrant Certificate shall be dated the original issue date of the Warrants, shall be manually executed by an authorized signatory
of the Company, shall be in the form attached hereto as Exhibit 1, and shall be reasonably acceptable in all respects to
such Holder. In connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent to deliver,
the Warrant Certificate to the Holder within three (3) Business Days of the Warrant Certificate Request Notice pursuant to the
delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the
Company fails for any reason to deliver to the Holder the Warrant Certificate subject to the Warrant Certificate Request Notice
by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty,
for each $1,000 of Warrant Shares evidenced by such Warrant Certificate (based on the VWAP (as defined in the Warrants) of the
Common Stock on the Warrant Certificate Request Notice Date), $10 per Business Day for each Business Day after such Warrant Certificate
Delivery Date until such Warrant Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds
such Warrant Exchange. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice,
the Holder shall be deemed to be the holder of the Warrant Certificate and, notwithstanding anything to the contrary set forth
herein, the Warrant Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced
by such Warrant Certificate and the terms of this Agreement, other than Sections 3(c) and 9 herein, shall not apply to the Warrants
evidenced by the Warrant Certificate. For purposes of this Section 3(c) only, the term “Holder” shall be deemed to
be the owner of record of the Warrant.


 


Section 4. Form
of Warrant Certificates. The Warrant Certificate, together with the form of election to purchase Common Stock (“Exercise
Notice”) and the form of assignment to be printed on the reverse thereof, shall be in the form of Exhibit 1 hereto.


 


Section 5. Countersignature
and Registration.


 


(a) The Warrant Certificates
shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Vice President, either manually
or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent either manually or by facsimile
signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed
any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and
issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued
and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such
officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date
of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although
at the date of the execution of this Warrant Agreement any such person was not such an officer.


 




    	 	2	 



     


    




 


(b) The Warrant Agent
will keep or cause to be kept, at one of its offices, or at the office of one of its agents, books for registration and transfer
of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant
Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant
Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.


 


Section 6. Transfer,
Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates.


 


(a) With respect to
the Global Warrant, subject to the provisions of the Warrant Certificate and the last sentence of this first paragraph of Section
6 and subject to applicable law, rules or regulations, at any time after the closing date of the Offering, and at or prior to
the Close of Business on the Termination Date (as such term is hereinafter defined), any Warrant Certificate or Warrant Certificates
or Global Warrant or Global Warrants may be transferred, split up, combined or exchanged for another Warrant Certificate or Warrant
Certificates or Global Warrant or Global Warrants, entitling the Holder to purchase a like number of shares of Common Stock as
the Warrant Certificate or Warrant Certificates or Global Warrant or Global Warrants surrendered then entitled such Holder to
purchase. Any Holder desiring to transfer, split up, combine or exchange any Warrant Certificate or Global Warrant shall make
such request in writing delivered to the Warrant Agent, and shall surrender the Warrant Certificate or Warrant Certificates to
be transferred, split up, combined or exchanged at the principal office of the Warrant Agent, provided that no such surrender
is applicable to the Holder of a Global Warrant. Any requested transfer of Warrants, whether in book-entry form or certificate
form, shall be accompanied by reasonable evidence of authority of the party making such request that may be required by the Warrant
Agent. Thereupon the Warrant Agent shall, subject to the last sentence of this first paragraph of Section 6, countersign and deliver
to the Person entitled thereto a Warrant Certificate or Warrant Certificates, as the case may be, as so requested. The Company
may require payment from the Holder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection
with any transfer, split up, combination or exchange of Warrant Certificates. The Company shall compensate the Warrant Agent per
the fee schedule mutually agreed upon by the parties hereto and provided separately on the date hereof.


 


(b) Upon receipt by
the Warrant Agent of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of a Warrant Certificate,
which evidence shall include an affidavit of loss, or in the case of mutilated certificates, the certificate or portion thereof
remaining, and, in case of loss, theft or destruction, of indemnity in customary form and amount, provision of a bond and satisfaction
of any other reasonable requirements established by Section 8-405 of the Uniform Commercial Code as in effect in the State of
Delaware, and reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto, and upon surrender
to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Company will make and deliver a new Warrant
Certificate of like tenor to the Warrant Agent for delivery to the Holder in lieu of the Warrant Certificate so lost, stolen,
destroyed or mutilated.


 


Section 7. Exercise
of Warrants; Exercise Price; Termination Date.


 


(a) The Warrants shall
be exercisable commencing on the Initial Exercise Date. The Warrants shall cease to be exercisable and shall terminate and become
void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the Termination
Date. Subject to the foregoing and to Section 7(b) below, the Holder of a Warrant may exercise the Warrant in whole or in part
upon surrender of the Warrant Certificate, if required, with the executed Exercise Notice and payment of the Exercise Price, which
may be made, at the option of the Holder, by wire transfer or by certified or official bank check in United States dollars, to
the Warrant Agent at the principal office of the Warrant Agent or to the office of one of its agents as may be designated by the
Warrant Agent from time to time. In the case of the Holder of a Global Warrant, the Holder shall deliver the executed Exercise
Notice and the payment of the Exercise Price as described herein. Notwithstanding any other provision in this Agreement, a holder
whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary
(or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary
(or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures
to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges
that the bank accounts maintained by the Warrant Agent in connection with the services provided under this Agreement will be in
its name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and
for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest on
any deposits or Exercise Price. Notwithstanding anything herein to the contrary, the Company acknowledges and agrees that upon
delivery of an Exercise Notice or upon a Holder instructing its Participant to exercise, such Holder shall be deemed for all corporate
purposes to have become the holder of record of the Warrant Shares with respect to such exercise, irrespective of the date of
delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price
(other than in the case of a cashless exercise) is received within the earlier of (i) by 12:00 p.m. Eastern Time on the third
Trading Day (as defined in the Warrant Certificate) and (ii) the number of Trading Days comprising the Standard Settlement Period
(as defined in the Warrant Certificate), following delivery of the Exercise Notice. 


 




    	 	3	 



     


    

  


(b) Upon receipt of
an Exercise Notice for a Cashless Exercise, the Company will promptly calculate and transmit to the Warrant Agent the number of
Warrant Shares issuable in connection with such Cashless Exercise and deliver a copy of the Exercise Notice to the Warrant Agent,
which shall issue such number of Warrant Shares in connection with such Cashless Exercise.


 


(c) Upon the Warrant
Agent’s receipt of a Warrant Certificate at or prior to the Close of Business on the Termination Date set forth in such
Warrant Certificate, with the executed Exercise Notice, accompanied by payment of the Exercise Price for the shares to be purchased
(other than in the case of a Cashless Exercise) and an amount equal to any applicable tax, governmental charge or expense reimbursement
referred to in Section 6 in cash, or by certified check or bank draft payable to the order of the Company (or, in the case of
the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price (other than
in the case of a Cashless Exercise) and any other applicable amounts as set forth herein), the Warrant Agent shall cause the Warrant
Shares underlying such Warrant Certificate or Global Warrant to be delivered to or upon the order of the Holder of such Warrant
Certificate or Global Warrant, registered in such name or names as may be designated by such Holder, no later than the Warrant
Share Delivery Date. If the Company is then a participant in the DWAC system of the Depositary and either (A) there is an effective
registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant
is being exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to
the Holder by crediting the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance
of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 2(d)(i) or 2(d)(iv) of the Warrant
Certificate, such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else
to the contrary in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the
Warrant Agent of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s
Warrant as set forth in Section 7(a) hereof, the Warrant Agent will not obligated to deliver certificates representing any such
Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Warrant Share Delivery Date
shall be deemed extended by one day for each day (or part thereof) until such payment is delivered to the Warrant Agent.



 


(d) The Warrant Agent
shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained
with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise the
Company via telephone at the end of each day on which funds for the exercise of any Warrant are received of the amount so deposited
to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.


 


(e) In case the Holder
of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, a new Warrant Certificate evidencing the
number of Warrants equivalent to the number of Warrants remaining unexercised may be issued by the Warrant Agent to the Holder
of such Warrant Certificate or to his duly authorized assigns in accordance with Section 2(d)(ii) of the Warrant Certificate,
subject to the provisions of Section 6 hereof.


 


Section 8. Cancellation
and Destruction of Warrant Certificates. All Warrant Certificates surrendered for the purpose of exercise, transfer, split
up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Warrant Agent for
cancellation or in canceled form, or, if surrendered to the Warrant Agent, shall be canceled by it, and no Warrant Certificates
shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver
to the Warrant Agent for cancellation and retirement, and the Warrant Agent shall so cancel and retire, any other Warrant Certificate
purchased or acquired by the Company otherwise than upon the exercise thereof.


 


Section 9. Certain
Representations; Reservation and Availability of Shares of Common Stock or Cash.


 


(a) This Agreement
has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof
by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance
with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication
thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute
valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled
to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium
and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless
of whether such enforceability is considered in a proceeding in equity or at law).


 




    	 	4	 



     


    

  


(b) As of the date
hereof, the authorized common stock of the Company consists of 75,000,000 shares of Common Stock, of which [_______]
of Common Stock are issued and outstanding, and [_______] shares of Common
Stock are reserved for issuance upon the exercise of the Warrants. Except as disclosed in the Registration Statement, there are
no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of
capital stock of the Company.


 


(c) The Company covenants
and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its
authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common
Stock that will be sufficient to permit the exercise in full of all outstanding Warrants.


 


(d) The Warrant Agent
will create a reserve account, into which shall be reserved such number of shares of Common Stock that are issuable upon the exercise
of the Warrants in full, and from such reserve account shall the Common Stock be issued upon the exercise of Warrants.


 


(e) The Company further
covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may
be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock
upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be
payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of
certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered
for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such
tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant
Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no
such tax or governmental charge is due.


 


Section 10. Common
Stock Record Date. Each Person in whose name any certificate for shares of Common Stock is issued (or to whose broker’s
account is credited shares of Common Stock through the DWAC system) upon the exercise of Warrants shall for all purposes be deemed
to have become the holder of record for the Common Stock represented thereby on, and such certificate shall be dated the date
upon which the Warrant Certificate evidencing such Warrant was duly surrendered (but only if required herein) and payment of the
Exercise Price (and any applicable transfer taxes) and submission of the Exercise Notice was made; provided, however,
that if the date of such surrender (if applicable), payment and submission is a date upon which the Common Stock transfer books
of the Company are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate
shall be dated, the next succeeding day on which the Common Stock transfer books of the Company are open.


 


Section 11. Adjustment
of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants. The Exercise Price, the number of shares
covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section
3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant
Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the
Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant
shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions
with respect to the shares contained in Section 3 of the Warrant Certificate, and the provisions of Sections 7, 9 and 13 of this
Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally
issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence
the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder
upon exercise of the Warrants, all subject to further adjustment as provided herein.


 


Section 12. Certification
of Adjusted Exercise Price or Number of Shares of Common Stock. Whenever the Exercise Price or the number of shares of Common
Stock issuable upon the exercise of each Warrant is adjusted as provided in Section 11 or 13, the Company shall (a) promptly prepare
a certificate setting forth the Exercise Price of each Warrant as so adjusted, and a brief statement of the facts accounting for
such adjustment, (b) promptly file with the Warrant Agent and with each transfer agent for the Common Stock a copy of such certificate
and (c) instruct the Warrant Agent to send a copy thereof to each Holder of a Warrant Certificate.


 


Section 13. Fractional
Shares of Common Stock.


 


(a) The Company shall
not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional
Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding
of such fraction to the nearest whole Warrant (rounded down).


 




    	 	5	 



     


    

  


(b) The Company shall
not issue fractions of shares of Common Stock upon exercise of Warrants or distribute stock certificates which evidence fractional
shares of Common Stock. Whenever any fraction of a share of Common Stock would otherwise be required to be issued or distributed,
the actual issuance or distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.


 


Section 14. Conditions
of the Warrant Agent’s Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following to all of which the Company agrees and to all of which the rights hereunder of the Holders from
time to time of the Warrant Certificates shall be subject:


 


		(a)	Compensation and Indemnification.
                                         The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit
                                         2 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant
                                         Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred
                                         without gross negligence, bad faith or willful misconduct by the Warrant Agent in connection
                                         with the services rendered hereunder by the Warrant Agent. The Company also agrees to
                                         indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability
                                         or expense incurred without gross negligence, bad faith or willful misconduct on the
                                         part of the Warrant Agent, arising out of or in connection with its acting as Warrant
                                         Agent hereunder, including the reasonable costs and expenses of defending against any
                                         claim of such liability.



 


		(b)	Agent for the Company. In acting
                                         under this Warrant Agreement and in connection with the Warrant Certificates, the Warrant
                                         Agent is acting solely as agent of the Company and does not assume any obligations or
                                         relationship of agency or trust for or with any of the Holders of Warrant Certificates
                                         or beneficial owners of Warrants.



 


		(c)	Counsel. The Warrant Agent may
                                         consult with counsel satisfactory to it, which may include counsel for the Company, and
                                         the written advice of such counsel shall be full and complete authorization and protection
                                         in respect of any action taken, suffered or omitted by it hereunder in good faith and
                                         in accordance with the advice of such counsel.



 


		(d)	Documents. The Warrant Agent shall
                                         be protected and shall incur no liability for or in respect of any action taken or omitted
                                         by it in reliance upon any Warrant Certificate, notice, direction, consent, certificate,
                                         affidavit, statement or other paper or document reasonably believed by it to be genuine
                                         and to have been presented or signed by the proper parties.



 


		(e)	Certain Transactions. The Warrant
                                         Agent, and its officers, directors and employees, may become the owner of, or acquire
                                         any interest in, Warrants, with the same rights that it or they would have if it were
                                         not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or
                                         they may engage or be interested in any financial or other transaction with the Company
                                         and may act on, or as depositary, trustee or agent for, any committee or body of Holders
                                         of Warrant Securities or other obligations of the Company as freely as if it were not
                                         the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent
                                         the Warrant Agent from acting as trustee under any indenture to which the Company is
                                         a party.



 


		(f)	No Liability for Interest. Unless
                                         otherwise agreed with the Company, the Warrant Agent shall have no liability for interest
                                         on any monies at any time received by it pursuant to any of the provisions of this Agreement
                                         or of the Warrant Certificates.



 


		(g)	No Liability for Invalidity. The
                                         Warrant Agent shall have no liability with respect to any invalidity of this Agreement
                                         or any of the Warrant Certificates (except as to the Warrant Agent's countersignature
                                         thereon).



 


		(h)	No Responsibility for Representations.
                                         The Warrant Agent shall not be responsible for any of the recitals or representations
                                         herein or in the Warrant Certificates (except as to the Warrant Agent's countersignature
                                         thereon), all of which are made solely by the Company.



 


		(i)	No Implied Obligations. The Warrant
                                         Agent shall be obligated to perform only such duties as are herein and in the Warrant
                                         Certificates specifically set forth and no implied duties or obligations shall be read
                                         into this Agreement or the Warrant Certificates against the Warrant Agent. The Warrant
                                         Agent shall not be under any obligation to take any action hereunder which may tend to
                                         involve it in any expense or liability, the payment of which within a reasonable time
                                         is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable
                                         or under any duty or responsibility for the use by the Company of any of the Warrant
                                         Certificates authenticated by the Warrant Agent and delivered by it to the Company pursuant
                                         to this Agreement or for the application by the Company of the proceeds of the Warrant
                                         Certificates. The Warrant Agent shall have no duty or responsibility in case of any default
                                         by the Company in the performance of its covenants or agreements contained herein or
                                         in the Warrant Certificates or in the case of the receipt of any written demand from
                                         a Holder of a Warrant Certificate with respect to such default, including, without limiting
                                         the generality of the foregoing, any duty or responsibility to initiate or attempt to
                                         initiate any proceedings at law.



 




    	 	6	 



     


    

  


Section 15. Purchase
or Consolidation or Change of Name of Warrant Agent.


 


(a) Any corporation
into which the Warrant Agent or any successor Warrant Agent may be merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which the Warrant Agent or any successor Warrant Agent shall be party, or any corporation
succeeding to the corporate trust business of the Warrant Agent or any successor Warrant Agent, shall be the successor to the
Warrant Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties
hereto, provided that such corporation would be eligible for appointment as a successor Warrant Agent under the provisions of
Section 17. In case at the time such successor Warrant Agent shall succeed to the agency created by this Agreement any of the
Warrant Certificates shall have been countersigned but not delivered, any such successor Warrant Agent may adopt the countersignature
of the predecessor Warrant Agent and deliver such Warrant Certificates so countersigned; and in case at that time any of the Warrant
Certificates shall not have been countersigned, any successor Warrant Agent may countersign such Warrant Certificates either in
the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases such Warrant Certificates
shall have the full force provided in the Warrant Certificates and in this Agreement.


 


(b) In case at any
time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned
but not delivered, the Warrant Agent may adopt the countersignature under its prior name and deliver Warrant Certificates so countersigned;
and in case at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign
such Warrant Certificates either in its prior name or in its changed name; and in all such cases such Warrant Certificates shall
have the full force provided in the Warrant Certificates and in this Agreement.


 


Section 16. Duties
of Warrant Agent. The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following terms
and conditions, by all of which the Company, by its acceptance hereof, shall be bound:


 


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


 


(b) Whenever in the
performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter
be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence
in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate
signed by the Chief Executive Officer, Chief Financial Officer or Vice President of the Company; and such certificate shall be
full authentication to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement
in reliance upon such certificate.


 


(c) Subject to the
limitation set forth in Section 14, the Warrant Agent shall be liable hereunder only for its own gross negligence, bad faith or
willful misconduct, or for a breach by it of this Agreement.


 


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


 


(e) 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 execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate (except its
countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in
this Agreement or in any Warrant Certificate; nor shall it be responsible for the adjustment of the Exercise Price or the making
of any change in the number of shares of Common Stock required under the provisions of Section 11 or 13 or responsible for the
manner, method or amount of any such change or the ascertaining of the existence of facts that would require any such adjustment
or change (except with respect to the exercise of Warrants evidenced by Warrant Certificates after actual notice of any adjustment
of the Exercise Price); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization
or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant Certificate or as to whether
any shares of Common Stock will, when issued, be duly authorized, validly issued, fully paid and nonassessable.


 




    	 	7	 



     


    

  


(f) Each party hereto
agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all
such further and other acts, instruments and assurances as may reasonably be required by the other party hereto for the carrying
out or performing by any party of the provisions of this Agreement.


 


(g) The Warrant Agent
is hereby authorized to accept instructions with respect to the performance of its duties hereunder from the Chief Executive Officer,
Chief Financial Officer or Vice President of the Company, and to apply to such officers for advice or instructions in connection
with its duties, and it shall not be liable and shall be indemnified and held harmless for any action taken or suffered to be
taken by it in good faith in accordance with instructions of any such officer, provided Warrant Agent carries out such instructions
without gross negligence, bad faith or willful misconduct.


 


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


 


(i) The Warrant Agent
may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or
through its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or
misconduct of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct,
provided reasonable care was exercised in the selection and continued employment thereof.


 


Section 17. Change
of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’
notice in writing sent to the Company and to each transfer agent of the Common Stock, and to the Holders of record of the Warrant
Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent
to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock, and to the
Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting,
the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period
of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated
Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection
by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment
of a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until
a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a
corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is
authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state
authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000.
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; but the predecessor Warrant Agent shall deliver and
transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall
file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock, and mail a notice
thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section
17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the
appointment of the successor Warrant Agent, as the case may be.


 


Section 18. Issuance
of New Warrant Certificates. Notwithstanding any of the provisions of this Agreement or of the Warrants to the contrary, the
Company may, at its option, issue new Warrant Certificates evidencing Warrants in such form as may be approved by its Board of
Directors to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock
or other securities or property purchasable under the several Warrant Certificates made in accordance with the provisions of this
Agreement.


 


Section 19. Notices.
Notices or demands authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder of any Warrant Certificate
to or on the Company, (ii) subject to the provisions of Section 17, by the Company or by the Holder of any Warrant Certificate
to or on the Warrant Agent or (iii) by the Company or the Warrant Agent to the Holder of any Warrant Certificate, shall be deemed
given (a) on the date delivered, if delivered personally, (b) on the first Business Day following the deposit thereof with Federal
Express or another recognized overnight courier, if sent by Federal Express or another recognized overnight courier, (c) on the
fourth Business Day following the mailing thereof with postage prepaid, if mailed by registered or certified mail (return receipt
requested), and (d) the date of transmission, if such notice or communication is delivered via facsimile or email attachment at
or prior to 5:30 p.m. (New York City time) on a Business Day and (e) the next Business Day after the date of transmission, if
such notice or communication is delivered via facsimile or email attachment on a day that is not a Business Day or later than
5:30 p.m. (New York City time) on any Business Day, in each case to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice):


 




    	 	8	 



     


    

  


(a)        If to the Company,
to:


 


Moleculin Biotech,
Inc.


2575 West Bellfort


Suite 333


Houston TX 77054


Attention: Chief Financial
Officer


Email: [_______]


 


(b)        If to the Warrant
Agent, to:


 


[_______]


[_______]


[_______]


Attention: [_______]


Email: [_______]


 


For any notice delivered
by email to be deemed given or made, such notice must be followed by notice sent by overnight courier service to be delivered
on the next business day following such email, unless the recipient of such email has acknowledged via return email receipt of
such email.


 


(c) If to the Holder
of any Warrant Certificate, to the address of such Holder as shown on the registry books of the Company. Any notice required to
be delivered by the Company to the Holder of any Warrant may be given by the Warrant Agent on behalf of the Company. Notwithstanding
any other provision of this Agreement, where this Agreement provides for notice of any event to a Holder of any Warrant, such
notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the procedures of the Depositary or
its designee.


 


Section 20. Supplements
and Amendments.


 


(a) The Company and
the Warrant Agent may from time to time supplement or amend this Agreement without the approval of any Holders of Global Warrant
Certificates in order to add to the covenants and agreements of the Company for the benefit of the Holders of the Global Warrant
Certificates or to surrender any rights or power reserved to or conferred upon the Company in this Agreement, provided that such
addition or surrender shall not adversely affect the interests of the Holders of the Global Warrant Certificates in any material
respect.


 


(b) In addition to
the foregoing, with the consent of Holders of Warrants entitled, upon exercise thereof, to receive not less than a majority of
the shares of Common Stock issuable thereunder, the Company and the Warrant Agent may modify this Agreement for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of this Warrant Agreement or modifying
in any manner the rights of the Holders of the Global Warrant Certificates; provided, however, that no modification
of the terms (including but not limited to the adjustments described in Section 11) upon which the Warrants are exercisable or
reducing the percentage required for consent to modification of this Agreement may be made without the consent of the Holder of
each outstanding warrant certificate affected thereby. As a condition precedent to the Warrant Agent’s execution of any
amendment, the Company shall deliver to the Warrant Agent a certificate from a duly authorized officer of the Company that states
that the proposed amendment complies with the terms of this Section 20.


 


Section 21. Successors.
All 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 22. Benefits
of this Agreement. Nothing in this Agreement shall be construed to give any Person other than the Company, the Holders of
Warrant Certificates and the Warrant Agent any legal or equitable right, remedy or claim under this Agreement; but this Agreement
shall be for the sole and exclusive benefit of the Company, the Warrant Agent and the Holders of the Warrant Certificates.


 




    	 	9	 



     


    

  


Section 23. Governing
Law. This Agreement and each Warrant Certificate issued hereunder shall be governed by, and construed in accordance with,
the laws of the State of New York without giving effect to the conflicts of law principles thereof.


 


Section 24. Counterparts.
This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and the same instrument.


 


Section 25. Captions.
The captions of the sections of this Agreement have been inserted for convenience only and shall not control or affect the meaning
or construction of any of the provisions hereof.


 


Section 26. Information.
The Company agrees to promptly provide to the Holders of the Warrants any information it provides to the holders of the Common
Stock, except to the extent any such information is publicly available on the EDGAR system (or any successor thereof) of the Securities
and Exchange Commission.


 


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


 


	Moleculin Biotech, Inc.	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	VStock Transfer LLC	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 




    	 	10	 



     


    

 


Annex A: Form of
Warrant Certificate Request Notice


 


WARRANT CERTIFICATE
REQUEST NOTICE


 


To: VStock Transfer
LLC as Warrant Agent for Moleculin Biotech, Inc. (the “Company”)


 


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


 


		1.	Name of Holder of Warrants in form
                                         of Global Warrants: _____________________________



 


		2.	Name of Holder in Warrant Certificate
                                         (if different from name of Holder of Warrants in form of Global Warrants): ________________________________



 


		3.	Number of Warrants in name of Holder
                                         in form of Global Warrants: ___________________



 


		4.	Number of Warrants for which Warrant
                                         Certificate shall be issued: __________________



 


		5.	Number of Warrants in name of Holder
                                         in form of Global Warrants after issuance of Warrant Certificate, if any: ___________



 


		6.	Warrant Certificate shall be delivered
                                         to the following address:



 


______________________________


 


______________________________


 


______________________________


 


______________________________


 


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


 


[SIGNATURE OF HOLDER]


 


Name of Investing
Entity: ____________________________________________________


 


Signature of Authorized
Signatory of Investing Entity: ______________________________


 


Name of Authorized
Signatory: ________________________________________________


 


Title of Authorized
Signatory: _________________________________________________


 


Date: _______________________________________________________________


 




    	 	 	 



     


    

 


Exhibit 1: Form
of Warrant Certificate


 




    	 	2	 



     


    



 





COMMON STOCK PURCHASE
WARRANT


 


moleculin
biOtech, inc.


 


	Warrant Shares: _______	Initial Exercise Date: _______, 2017


 


THIS COMMON STOCK PURCHASE
WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on
or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the _____
year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for
and purchase from Moleculin Biotech, Inc., a Delaware corporation (the “Company”), up to ______ shares (as
subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of
Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).


 


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


 


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


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action
to close.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	1	 



     


    

  


“Transfer
Agent” means VStock Trasnfer, LLC, the current transfer agent of the Company, with a mailing address of ___________________
and a facsimile number of _______________, and any successor transfer agent of the Company.


 


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


 


Section 2.           Exercise.


 


a)          Exercise
of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial
Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company
as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company)
of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercise in the form annexed hereto. Within the earlier
of (i) three (3) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section
2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares
specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless
the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original
Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice
of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically
surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant
has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three
(3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting
in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding
number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder
and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company
shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and
any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following
the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any
given time may be less than the amount stated on the face hereof.


 


b)          Exercise
Price. The exercise price per share of the Common Stock under this Warrant shall be $_____, subject to adjustment hereunder
(the “Exercise Price”).


 


c)          Cashless
Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained
therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole
or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number
of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 




    	 	2	 



     


    

  


(A) = the
last VWAP immediately preceding the time of delivery of the Notice of Exercise giving rise to the applicable “cashless exercise”,
as set forth in the applicable Notice of Exercise (to clarify, the “last VWAP” will be the last VWAP as calculated
over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Trading Market is open, the
prior Trading Day’s VWAP shall be used in this calculation);


 


(B) = the
Exercise Price of this Warrant, as adjusted hereunder; and


 


(X)
= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant
if such exercise were by means of a cash exercise rather than a cashless exercise.


 


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


 


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


 


d)         Mechanics
of Exercise.


 


i.            Delivery
of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer
Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository
Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant
in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or
resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical
delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the
number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the
Notice of Exercise by the date that is the earlier of (i) the earlier of (A) three
(3) Trading Days after the delivery to the Company of the Notice of Exercise and (B) one (1) Trading Day after delivery of the
aggregate Exercise Price and (ii) the number of Trading Days comprising the Standard Settlement Period (such date, the
“Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all
corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised,
irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than
in the case of a cashless exercise) is received within the earlier of (i) three Trading Days and (ii) the number of Trading Days
comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to
deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall
pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise
(based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20
per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant
Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a
transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used
herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading
Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the
Notice of Exercise.


 




    	 	3	 



     


    

  


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


 


iii.          Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section
2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.


 


iv.          Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder,
if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions
of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder
is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise
purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated
receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount,
if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common
Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required
to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such
purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent
number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver
to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise
and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000
to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to
such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay
the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect
of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon
exercise of the Warrant as required pursuant to the terms hereof.


 




    	 	4	 



     


    

  


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


 


vi.          Charges,
Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the
Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the
Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name
of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed
by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer
tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise
and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required
for same-day electronic delivery of the Warrant Shares.


 


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


 


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


 




    	 	5	 



     


    

  


Section 3.           Certain
Adjustments.


 


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


 


b)          [Reserved]


 


c)          Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues
or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record
holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to
acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard
to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the
date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date
as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights
(provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the
Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right
to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and
such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would
not result in the Holder exceeding the Beneficial Ownership Limitation).


 




    	 	6	 



     


    

  


d)          Pro
Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of
a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock
acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation,
the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such
record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation
in such Distribution (provided, however, to the extent that the Holder's right to participate in any such Distribution
would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate
in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution
to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time,
if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). To
the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion of
the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.


 


e)          Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets
in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether
by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common
Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group
acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person
or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share
purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent
exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon
such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard
to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant
is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise
of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to
apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in
a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common
Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder
shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such
Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not
the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this
Warrant in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably
satisfactory to and approved by a majority of the Holders of Warrants (without unreasonable delay) prior to such Fundamental Transaction
and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity
evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding
number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable
and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such
Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock
(but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value
of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting
the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the occurrence
of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the
date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.


 




    	 	7	 



     


    

  


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


 


g)          Notice
to Holder.


 


i.            Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall
promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting
adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


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


 




    	 	8	 



     


    

 


 


Section 4.           Transfer
of Warrant.


 


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


 


b)          New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of
the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed
by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such
division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial
issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant
thereto.


 


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


 


Section 5.          Miscellaneous.


 


a)          No
Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights
as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in
Section 3.


 


b)          Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case
of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate,
if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation,
in lieu of such Warrant or stock certificate.


 




    	 	9	 



     


    

  


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


 


d)          Authorized
Shares.


 


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


 


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


 


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


 


e)          Jurisdiction.
This Warrant shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising
out of, or relating in any way to this Warrant shall be brought and enforced in the New York Supreme Court, County of New York,
or in the United States District Court for the Southern District of New York located in the Borough of Manhattan in the City of
New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum.


 




    	 	10	 



     


    

  


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


 


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


 


h)          Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered
in accordance with the address set forth in the Warrant Register.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(Signature Page
Follows)


 




    	 	11	 



     


    

 


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


 


	 	moleculin
    biotech, inc.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	12	 



     


    




NOTICE OF EXERCISE


 


		To:	moleculin
biotech, inc.



 


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


 


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


 


 ̈ in lawful money of the United States; or


 


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


 


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


 


_______________________________


 


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


 


_______________________________


 





_______________________________


 





_______________________________


 


[SIGNATURE
OF HOLDER]


 





Name of Investing
Entity: ________________________________________________________________________


Signature of Authorized
Signatory of Investing Entity: _________________________________________________


Name of Authorized
Signatory: ___________________________________________________________________


Title of Authorized
Signatory: ____________________________________________________________________


Date: ________________________________________________________________________________________


 




    	 	1	 



     


    

 


EXHIBIT B


 


ASSIGNMENT
FORM


 


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


 


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


 


	Name:	 
	 	(Please Print)
	 	 
	Address:	 
	 	(Please Print)
	 	 
	Phone Number:	 
	 	 
	Email Address:	 
	 	 
	Dated: _______________ __, ______	 
	 	 
	Holder’s Signature: _________________________	 
	 	 
	Holder’s Address: __________________________	 


 




    	 	2