Exhibit 4.1





 






 Exhibit
4.1

  





Form of Selling Agent’s Warrant Agreement







THE
REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE
HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS
PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED
HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL,
TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR
CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE,
PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE
ECONOMIC DISPOSITION OF THE PURCHASE WARRANT BY ANY PERSON FOR A
PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE
DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) ALEXANDER CAPITAL,
L.P. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II)
A BONA FIDE OFFICER OR PARTNER OF ALEXANDER CAPITAL, L.P. OR OF ANY
SELECTED DEALER AND IN ACCORDANCE WITH FINRA RULE
5110(G)(2).


 





THIS
PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO APRIL 3, 2020. VOID
AFTER 5:00 P.M., EASTERN TIME, APRIL 3, 2025.

 



COMMON STOCK PURCHASE WARRANT


 

For the Purchase of
[        ] Shares of
Common

Stock
of


AZURRX
BIOPHARMA, INC.

 


1.
Purchase Warrant.
THIS CERTIFIES THAT, in consideration of funds duly paid by or on
behalf of [ ] (“Holder”), as registered owner of
this Purchase Warrant, to AxurRx BioPharma, Inc., a Delaware
corporation (the “Company”), Holder is entitled, at
any time or from time to time from April 3, 2020 (the
“Commencement
Date”), and at or before 5:00 p.m., Eastern time April
3, 2025 (the “Expiration
Date”), but not thereafter, to subscribe for, purchase
and receive, in whole or in part, up to [●] shares of common
stock of the Company, par value $0.0001 per share (the
“Shares”),
subject to adjustment as provided in Section 5 hereof. If the
Expiration Date is a day on which banking institutions are
authorized by law to close, then this Purchase Warrant may be
exercised on the next succeeding day which is not such a day in
accordance with the terms herein. During the period ending on the
Expiration Date, the Company agrees not to take any action that
would terminate this Purchase Warrant. This Purchase Warrant is
initially exercisable at $2.55 per Share; provided, however, that
upon the occurrence of any of the events specified in Section 5
hereof, the rights granted by this Purchase Warrant, including the
exercise price per Share and the number of Shares to be received
upon such exercise, shall be adjusted as therein specified. This
Warrant is being issued pursuant to the certain Selling Agent
Agreement (the “Selling Agent
Agreement”), dated April 1, 2019, by and among the
Company and the Holder, providing for the public offering (the
“Offering”) of
shares of common stock, par value

 


$0.001
per share, of the Company. The term “Effective Date” shall mean the
effective date of the Offering. The term “Exercise Price” shall mean the
initial exercise price or the adjusted exercise price, depending on
the context.

 




1.

Exercise.





 


  1.1 Exercise
Form. In order to exercise this Purchase Warrant, the
exercise form attached hereto must be duly executed and completed
and delivered to the Company, together with this Purchase Warrant
and payment of the Exercise Price for the Shares being purchased
payable in cash by wire transfer of immediately available funds to
an account designated by the Company or by certified check or
official bank check. If the subscription rights represented hereby
shall not be exercised at or before 5:00 p.m., Eastern time, on the
Expiration Date, this Purchase Warrant shall become and be void
without further force or effect, and all rights represented hereby
shall cease and expire.

 


 


 




 

-1-








 






 


1.2 Cashless
Exercise. If at any time after the Commencement Date there
is no effective registration statement registering, or no current
prospectus available for, the resale of the Shares by the Holder,
then in lieu of exercising this Purchase Warrant by payment of cash
or check payable to the order of the Company pursuant to Section
1.1 above, Holder may elect to receive the number of Shares equal
to the value of this Purchase Warrant (or the portion thereof being
exercised), by surrender of this Purchase Warrant to the Company,
together with the exercise form attached hereto, in which event the
Company shall issue to Holder, Shares in accordance with the
following formula:

 



X
= Y(A-B)


        
A


 


Where,


 


X = The
number of Shares to be issued to Holder;


Y = The
number of Shares for which the Purchase Warrant is being
exercised;


A = The
fair market value of one Share; and


B = The
Exercise Price.

 





For
purposes of this Section 1.2, the fair market value of a Share is
defined as follows:


 




(i)


if the
Company’s common stock is traded on a securities
exchange, the fair market
value shall be deemed to be the closing price on such exchange on
the trading day immediately prior to the date the exercise form is
submitted to the Company in connection with the exercise of the
Purchase Warrant; or






 




(ii)


if the
Company’s
common stock is actively traded over-the-counter, the fair market
value shall be deemed to be the closing bid price on the trading
day immediately prior to the date the exercise form is submitted to
the Company in connection with the exercise of the Purchase
Warrant; or






 







(iii)


if there
is no active public
market, the value shall be the fair market value thereof, as
determined in good faith by the Company’s Board of
Directors.






 





1.3 Legend.
Each certificate for the securities purchased under this Purchase
Warrant shall bear a legend as follows unless such securities have
been registered under the Securities Act of 1933, as amended (the
“Act”): “The
securities represented by this certificate have not been registered
under the Securities Act of 1933, as amended (the
“Act”), or
applicable state law. Neither the securities nor any interest
therein may be offered for sale, sold or otherwise transferred
except pursuant to an effective registration statement under the
Securities Act, or pursuant to an exemption from registration under
the Securities Act and applicable state law which, in the opinion
of counsel to the Company, is available.”

 


 


 




 

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1.4 No Obligation to
Net Cash Settle. Notwithstanding anything to the contrary
contained in this Purchase Warrant, in no event will the Company be
required to net cash settle the exercise of the Purchase Warrant.
The holder of the Purchase Warrant will not be entitled to exercise
the Purchase Option unless it exercises such Purchase Warrant
pursuant to the cashless exercise right or a registration statement
is effective, or an exemption from the registration requirements is
available at such time and, if the Holder is not able to exercise
the Purchase Warrant, the Purchase Warrant will expire
worthless.


 







2.

Transfer.






 




2.1 General
Restrictions. The registered Holder of this Purchase Warrant
agrees by his, her or its acceptance hereof, that such Holder will
not: (a) sell, transfer, assign, pledge or hypothecate this
Purchase Warrant for a period of one hundred eighty (180) days
following the Effective Date to anyone other than: (i) Alexander
Capital L.P. (“Alexander
Capital”) or another selected dealer participating in
the Offering, or (ii) a bona fide officer or partner of Alexander
Capital or of any such underwriter or selected dealer, in each case
in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this
Purchase Warrant or the securities issuable hereunder to be the
subject of any hedging, short sale, derivative, put or call
transaction that would result in the effective economic disposition
of this Purchase Warrant or the securities hereunder, except as
provided for in FINRA Rule 5110(g)(2). On and after one (1) year
after the Effective Date, transfers to others may be made subject
to compliance with or exemptions from applicable securities laws.
In order to make any permitted assignment, the Holder must deliver
to the Company the assignment form attached hereto duly executed
and completed, together with the Purchase Warrant and payment of
all transfer taxes, if any, payable in connection therewith. The
Company shall within five (5) Business Days transfer this Purchase
Warrant on the books of the Company and shall execute and deliver a
new Purchase Warrant or Purchase Warrants of like tenor to the
appropriate assignee(s) expressly evidencing the right to purchase
the aggregate number of Shares purchasable hereunder or such
portion of such number as shall be contemplated by any such
assignment.


 




2.2 Restrictions
Imposed by the Securities Act. The securities evidenced by
this Purchase Warrant shall not be transferred unless and until:
(i) the Company has received the opinion of counsel for the Holder
that the securities may be transferred pursuant to an exemption
from registration under the Securities Act and applicable state
securities laws, the availability of which is established to the
reasonable satisfaction of the Company (the Company hereby agreeing
that the opinion of Cozen O’Connor shall be deemed
satisfactory evidence of the availability of an exemption), or (ii)
a registration statement or a post-effective amendment to the
Registration Statement relating to the offer and sale of such
securities has been filed by the Company and declared effective by
the U.S. Securities and Exchange Commission (the
“Commission”) and compliance with applicable state
securities law has been established.


 



 

-3-







 






 








3.

Registration
Rights.






 




3.1

“Piggy-Back”
Registration.






 




3.1.1 Grant
of Right. The Holder shall have the right, for a period of
no more than seven (7) years from the Effective Date in accordance
with FINRA Rule 5110(f)(2)(G)(v), to include any portion of the
Shares underlying the Purchase Warrants (collectively, the
“Registrable
Securities”) as part of any other registration of
securities filed by the Company (other than in connection with a
transaction contemplated by Rule 145(a) promulgated under the
Securities Act or pursuant to Form S-8 or any equivalent form);
provided,
however, that if,
solely in connection with any primary underwritten public offering
for the account of the Company, the managing underwriter(s) thereof
shall, in its reasonable discretion, impose a limitation on the
number of shares of common stock which may be included in the
Registration Statement because, in such underwriter(s)’
judgment, marketing or other factors dictate such limitation is
necessary to facilitate public distribution, then the Company shall
be obligated to include in such Registration Statement only such
limited portion of the Registrable Securities with respect to which
the Holder requested inclusion hereunder as the underwriter shall
reasonably permit. Any exclusion of Registrable Securities shall be
made pro rata among the Holders seeking to include Registrable
Securities in proportion to the number of Registrable Securities
sought to be included by such Holders; provided, however, that the Company shall
not exclude any Registrable Securities unless the Company has first
excluded all outstanding securities, the holders of which are not
entitled to inclusion of such securities in such Registration
Statement or are not entitled to pro rata inclusion with the
Registrable Securities.

  

3.1.2 Terms.
The Company shall bear all fees and expenses attendant to
registering the Registrable Securities pursuant to Section 3.1.1
hereof, but the Holders shall pay any and all underwriting
commissions and the expenses of any legal counsel selected by the
Holders to represent them in connection with the sale of the
Registrable Securities. In the event of such a proposed
registration, the Company shall furnish the then Holders of
outstanding Registrable Securities with not less than thirty (30)
days written notice prior to the proposed date of filing of such
registration statement. Such notice to the Holders shall continue
to be given for each registration statement filed by the Company
until such time as all of the Registrable Securities have been sold
by the Holder. The holders of the Registrable Securities shall
exercise the “piggy- back” rights provided for herein
by giving written notice within ten (10) days of the receipt of the
Company’s notice of its intention to file a registration
statement. Except as otherwise provided in this Purchase Warrant,
there shall be no limit on the number of times the Holder may
request registration under this Section 3.1.2; provided, however, that such registration
rights shall terminate upon on the sixth anniversary of the
Commencement Date.


 







3.2

General
Terms.






 




3.2.1 Indemnification.
The Company shall indemnify the Holder(s) of the Registrable
Securities to be sold pursuant to any registration statement
hereunder and each person, if any, who controls such Holders within
the meaning of Section 15 of the Securities Act or Section 20(a) of
the Securities Exchange Act of 1934, as amended (the
“Exchange Act”),
against all loss, claim, damage, expense or liability (including
all reasonable attorneys’ fees and other expenses reasonably
incurred in investigating, preparing or defending against any claim
whatsoever) to which any of them may become subject under the
Securities Act, the Exchange Act or otherwise, arising from such
registration statement but only to the same extent and with the
same effect as the provisions pursuant to which the Company has
agreed to indemnify the Selling Agent contained in Section 6.1 of
the Selling Agent Agreement between the Selling Agent and
the Company, dated as
of April 1, 2019. The Holder(s) of the Registrable Securities to be
sold pursuant to such registration statement, and their successors
and assigns, shall severally, and not jointly, indemnify the
Company and its affiliates, against all loss, claim, damage,
expense or liability (including all reasonable attorneys’
fees and other expenses reasonably incurred in investigating,
preparing or defending against any claim whatsoever) to which they
may become subject under the Securities Act, the Exchange Act or
otherwise, arising from information furnished by or on behalf of
such Holders, or their successors or assigns, in writing, for
specific inclusion in such registration statement to the same
extent and with the same effect as the provisions contained in
Section 6.2 of the Selling Agent Agreement pursuant to which the
Selling Agent has agreed to indemnify the Company.

 


 


 




 

-4-








 






 

3.2.2 Exercise
of Purchase Warrants. Nothing contained in this Purchase
Warrant shall be construed as requiring the Holder(s) to exercise
their Purchase Warrants prior to or after the initial filing of any
registration statement or the effectiveness thereof.

 




3.2.3 Documents
Delivered to Holders. The Company shall furnish to each
Holder participating in any underwritten offerings and to each
underwriter of any such offering, a signed counterpart, addressed
to such Holder and underwriter, of: (i) an opinion of counsel to
the Company, dated the effective date of such registration
statement (and an opinion dated the date of the closing under any
underwriting agreement related thereto), and (ii) a “cold
comfort” letter dated the effective date of such registration
statement (and a letter dated the date of the closing under the
underwriting agreement) signed by the independent registered public
accounting firm which has issued a report on the Company’s
financial statements included in such registration statement, in
each case covering substantially the same matters with respect to
such registration statement (and the prospectus included therein)
and, in the case of such accountants’ letter, with respect to
events subsequent to the date of such financial statements, as are
customarily covered in opinions of issuer’s counsel and in
accountants’ letters delivered to underwriters in
underwritten public offerings of securities. The Company shall also
deliver promptly to each Holder participating in the underwritten
offering requesting the correspondence and memoranda described
below and to the managing underwriter copies of all correspondence
between the Commission and the Company, its counsel or auditors and
all memoranda relating to discussions with the Commission or its
staff with respect to the registration statement and permit each
Holder and underwriter to do such investigation, upon reasonable
advance notice, with respect to information contained in or omitted
from the registration statement as it deems reasonably necessary to
comply with applicable securities laws or rules of FINRA. Such
investigation shall include access to books, records and properties
and opportunities to discuss the business of the Company with its
officers and independent auditors, all to such reasonable extent
and at such reasonable times as any such Holder shall reasonably
request.

  




3.2.4 Underwriting
Agreement. In the event the Company shall enter into an
underwriting agreement with any managing underwriter(s), if any,
selected by the Company with respect to the Registrable Securities
that are being registered pursuant to this Section 3, which
managing underwriter shall be reasonably satisfactory to the
Majority Holders. Such agreement shall be reasonably satisfactory
in form and substance to the Company and such managing
underwriters, and shall contain such representations, warranties
and covenants by the Company and such other terms as are
customarily contained in agreements of that type used by the
managing underwriter. The Holders shall be parties to any
underwriting agreement relating to an underwritten sale of their
Registrable Securities and may, at their option, require that any
or all the representations, warranties and covenants of the Company
to or for the benefit of such underwriters shall also be made
to and for the benefit of such Holders. Such Holders shall not be
required to make any representations or warranties to or agreements
with the Company or the underwriters except as they may relate to
such Holders, their Shares and their intended methods of
distribution.

 


 


 




 

-5-








 






 

 

3.2.5 Documents
to be Delivered by Holder(s). Each of the Holder(s)
participating in any of the foregoing offerings shall furnish to
the Company a completed and executed questionnaire provided by the
Company requesting information customarily sought of selling
security holders.


 




3.2.6 Damages.
Should the registration or the effectiveness thereof required by
Section 3.1 hereof be delayed by the Company or the Company
otherwise fails to comply with such provisions, the Holder(s)
shall, in addition to any other legal or other relief available to
the Holder(s), be entitled to seek specific performance or other
equitable (including injunctive) relief against the threatened
breach of such provisions or the continuation of any such breach,
without the necessity of proving actual damages and without the
necessity of posting bond or other security.


 







4.

New Purchase Warrants to be
Issued.






 




4.1 Partial
Exercise or Transfer. Subject to the restrictions in Section
2 hereof, this Purchase Warrant may be exercised or assigned in
whole or in part. In the event of the exercise or assignment hereof
in part only, upon surrender of this Purchase Warrant for
cancellation, together with the duly executed exercise or
assignment form and funds sufficient to pay any Exercise Price
and/or transfer tax if exercised pursuant to Section 1.1 hereto,
the Company shall cause to be delivered to the Holder without
charge a new Purchase Warrant of like tenor to this Purchase
Warrant in the name of the Holder evidencing the right of the
Holder to purchase the number of Shares purchasable hereunder as to
which this Purchase Warrant has not been exercised or
assigned.


 




4.2 Lost
Certificate. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of
this Purchase Warrant and of reasonably satisfactory
indemnification or the posting of a bond, the Company shall execute
and deliver a new Purchase Warrant of like tenor and date. Any such
new Purchase Warrant executed and delivered as a result of such
loss, theft, mutilation or destruction shall constitute a
substitute contractual obligation on the part of the
Company.


 







5.

Adjustments.






 




5.1 Adjustments
to Exercise Price and Number of Securities. The Exercise
Price and the number of Shares underlying the Purchase Warrant
shall be subject to adjustment from time to time as hereinafter set
forth:


 




5.1.1 Share
Dividends; Split Ups. If, after the date hereof, and subject
to the provisions of Section 5.3 below, the number of outstanding
Shares is increased by a stock dividend payable in Shares or by a
split up of Shares or other similar event, then, on the effective
day thereof, the number of Shares purchasable hereunder shall be
increased in proportion to such increase in outstanding Shares, and
the Exercise Price shall be proportionately decreased.

 

5.1.2 Aggregation
of Shares. If, after the date hereof, and subject to the
provisions of Section 5.3 below, the number of outstanding Shares
is decreased by a consolidation, combination or
reclassification of Shares or other similar event, then, on the
effective date thereof, the number of Shares purchasable hereunder
shall be decreased in proportion to such decrease in outstanding
Shares, and the Exercise Price shall be proportionately
increased.

 


 


 




 

-6-








 






 

 

5.1.3 Replacement
of Securities upon Reorganization, etc. In case of any
reclassification or reorganization of the outstanding Shares other
than a change covered by Section 5.1.1 or 5.1.2
hereof or that solely affects the par value of such Shares, or in
the case of any share reconstruction or amalgamation or
consolidation of the Company with or into another corporation or
other entity (other than a consolidation or share reconstruction or
amalgamation in which the Company is the continuing corporation and
that does not result in any reclassification or reorganization of
the outstanding Shares), or in the case of any sale or conveyance
to another corporation or entity of the property of the Company as
an entirety or substantially as an entirety in connection with
which the Company is dissolved, the Holder of this Purchase Warrant
shall have the right thereafter (until the expiration of the right
of exercise of this Purchase Warrant) to receive upon the exercise
hereof, for the same aggregate Exercise Price payable hereunder
immediately prior to such event, the kind and amount of shares of
stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, share reconstruction or
amalgamation, or consolidation, or upon a dissolution following any
such sale or transfer, by a Holder of the number of Shares of the
Company obtainable upon exercise of this Purchase Warrant
immediately prior to such event; and if any reclassification also
results in a change in Shares covered by Section 5.1.1 or 5.1.2,
then such adjustment shall be made pursuant to Sections 5.1.1,
5.1.2 and this Section 5.1.3. The provisions of this Section 5.1.3
shall similarly apply to successive reclassifications,
reorganizations, share reconstructions or amalgamations, or
consolidations, sales or other transfers.


 





5.1.4 Changes in Form of Purchase
Warrant. This form of Purchase Warrant need not be changed
because of any change pursuant to this Section 5.1, and Purchase
Warrants issued after such change may state the same Exercise Price
and the same number of Shares as are stated in the Purchase
Warrants initially issued pursuant to this Agreement. The
acceptance by any Holder of the issuance of new Purchase Warrants
reflecting a required or permissive change shall not be deemed to
waive any rights to an adjustment occurring after the Commencement
Date or the computation thereof.


 




5.2 Substitute
Purchase Warrant. In case of any consolidation of the
Company with, or share reconstruction or amalgamation of the
Company with or into, another corporation or other entity (other
than a consolidation or share reconstruction or amalgamation which
does not result in any reclassification or change of the
outstanding Shares), the corporation or other entity formed by such
consolidation or share reconstruction or amalgamation shall execute
and deliver to the Holder a supplemental Purchase Warrant providing
that the holder of each Purchase Warrant then outstanding or to be
outstanding shall have the right thereafter (until the stated
expiration of such Purchase Warrant) to receive, upon exercise of
such Purchase Warrant, the kind and amount of shares of stock and
other securities and property receivable upon such consolidation or
share reconstruction or amalgamation, by a holder of the number of
Shares of the Company for which such Purchase Warrant might have
been exercised immediately prior to such consolidation, share
reconstruction or amalgamation, sale or transfer. Such supplemental
Purchase Warrant shall provide for adjustments which shall be
identical to the adjustments provided for in this Section 5. The
above provision of this Section shall similarly apply to successive
consolidations or share reconstructions or
amalgamations.

 

5.3 Elimination of
Fractional Interests. The Company shall not be required to
issue certificates representing fractions of Shares upon the
exercise of the Purchase Warrant, nor shall it be required to issue
scrip or pay cash in lieu of any fractional interests, it being the
intent of the parties that all fractional interests shall be
eliminated by rounding any fraction up or down, as the case may be,
to the nearest whole number of Shares or other securities,
properties or rights.

 


 


 




 

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6. Reservation and Listing. The
Company shall at all times reserve and keep available out of its
authorized Shares, solely for the purpose of issuance upon exercise
of the Purchase Warrants, such number of Shares or other
securities, properties or rights as shall be issuable upon the
exercise thereof. The Company covenants and agrees that, upon
exercise of the Purchase Warrants and payment of the Exercise Price
therefor, in accordance with the terms hereby, all Shares and other
securities issuable upon such exercise shall be duly and validly
issued, fully paid and non- assessable and not subject to
preemptive rights of any shareholder. The Company further covenants
and agrees that upon exercise of the Purchase Warrants and payment
of the exercise price therefor, all Shares and other securities
issuable upon such exercise shall be duly and validly issued, fully
paid and non-assessable and not subject to preemptive rights of any
shareholder. As long as the Purchase Warrants shall be outstanding,
the Company shall use its commercially reasonable efforts to cause
all Shares issuable upon exercise of the Purchase Warrants to be
listed (subject to official notice of issuance) on all national
securities exchanges (or, if applicable, on the OTC Bulletin Board
or any successor trading market) on which the Shares issued to the
public in the Offering may then be listed and/or
quoted.


 




7.

Certain Notice
Requirements.






 

7.1 Holder’s
Right to Receive Notice. Nothing herein shall be construed
as conferring upon the Holders the right to vote or consent or to
receive notice as a shareholder for the election of directors or
any other matter, or as having any rights whatsoever as a
shareholder of the Company. If, however, at any time prior to the
expiration of the Purchase Warrants and their exercise, any of the
events described in Section 7.2 shall occur, then, in one or more
of said events, the Company shall give written notice of such event
at least fifteen (15) days prior to the date fixed as a record date
or the date of closing the transfer books for the determination of
the shareholders entitled to such dividend, distribution,
conversion or exchange of securities or subscription rights, or
entitled to vote on such proposed dissolution, liquidation, winding
up or sale. Such notice shall specify such record date or the date
of the closing of the transfer books, as the case may be.
Notwithstanding the foregoing, the Company shall deliver to each
Holder a copy of each notice given to the other shareholders of the
Company at the same time and in the same manner that such notice is
given to the shareholders.

 


 

7.2 Events
Requiring Notice. The Company shall be required to give the
notice described in this Section 7 upon one or more of the
following events: (i) if the Company shall take a record of the
holders of its Shares for the purpose of entitling them to receive
a dividend or distribution payable otherwise than in cash, or a
cash dividend or distribution payable otherwise than out of
retained earnings, as indicated by the accounting treatment of such
dividend or distribution on the books of the Company, (ii) the
Company shall offer to all the holders of its Shares any additional
shares of capital stock of the Company or securities convertible
into or exchangeable for shares of capital stock of the Company, or
any option, right or warrant to subscribe therefor, or (iii) a
dissolution, liquidation or winding up of the Company (other than
in connection with a consolidation or share reconstruction or
amalgamation) or a sale of all or substantially all of its
property, assets and business shall be proposed.

 

7.3 Notice
of Change in Exercise Price. The Company shall, promptly
after an event requiring a change in the Exercise Price pursuant to
Section 5 hereof, send notice to the Holders of such event and
change (“Price
Notice”). The Price Notice shall describe the event
causing the change and the method of calculating same and shall be
certified as being true and accurate by the Company’s Chief
Financial Officer.

 


 


 




 

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7.4 Transmittal
of Notices. All notices, requests, consents and other
communications under this Purchase Warrant shall be in writing and
shall be deemed to have been duly made when hand delivered, or
mailed by express mail or private courier service: (i) if to the
registered Holder of the Purchase Warrant, to the address of such
Holder as shown on the books of the Company, or


(ii) if
to the Company, to following address or to such other address as
the Company may designate by notice to the Holders:

 


 


If to
the Holder:


 

 

 


Attn:
[●]


Email:

 


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


 


Cozen
O’Connor


33
South 6th Street, Suite
3800


Minneapolis,
Minnesota 55402


Attn:
Christopher J. Bellini, Esq.


Email:
cbellini@cozen.com

 


If to
the Company:

 


AzurRx
BioPharma, Inc. 760 Parkside Avenue


Downstate
Biotechnology Incubator, Suite 304


Brooklyn, New York
11226


Attn:
Chief Executive Officer


Email:
tspoor@azurrx.com


 


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


 


Disclosure Law
Group


655
West Broadway Suite 870


San
Diego, CA 92101


Attn:
Daniel W. Rumsey, Esq.


Email:
drumsey@disclosurelawgroup.com

 




8.

Miscellaneous.





 

8.1 Amendments.
The Company and Alexander Capital may from time to time supplement
or amend this Purchase Warrant without the approval of any of the
Holders in order to cure any ambiguity, to correct or supplement
any provision contained herein that may be defective or
inconsistent with any other provisions herein, or to make any other
provisions in regard to matters or questions arising hereunder that
the Company and Alexander Capital may deem necessary or desirable
and that the Company and Alexander Capital deem shall not adversely
affect the interest of the Holders. All other modifications or
amendments shall require the written consent of and be signed by
the party against whom enforcement of the modification or amendment
is sought.

 


 


 




 

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8.2 Headings.
The headings contained herein are for the sole purpose of
convenience of reference, and shall not in any way limit or affect
the meaning or interpretation of any of the terms or provisions of
this Purchase Warrant.


 




8.3 Entire
Agreement. This Purchase Warrant (together with the other
agreements and documents being delivered pursuant to or in
connection with this Purchase Warrant) constitutes the entire
agreement of the parties hereto with respect to the subject matter
hereof, and supersedes all prior agreements and understandings of
the parties, oral and written, with respect to the subject matter
hereof.

 

8.4 Binding
Effect. This Purchase Warrant shall inure solely to the
benefit of and shall be binding upon, the Holder and the Company
and their permitted assignees, respective successors, legal
representative and assigns, and no other person shall have or be
construed to have any legal or equitable right, remedy or claim
under or in respect of or by virtue of this Purchase Warrant or any
provisions herein contained.

 

8.5 Governing
Law; Submission to Jurisdiction; Trial by Jury. This
Purchase 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 Purchase 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, 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. Any process or summons to be
served upon the Company may be served by transmitting a copy
thereof by registered or certified mail, return receipt requested,
postage prepaid, addressed to it at the address set forth in
Section 7 hereof. Such mailing shall be deemed personal service and
shall be legal and binding upon the Company in any action,
proceeding or claim. The Company and the Holder agree that the
prevailing party(ies) in any such action shall be entitled to
recover from the other party(ies) all of its reasonable
attorneys’ fees and expenses relating to such action or
proceeding and/or incurred in connection with the preparation
therefor. The Company (on its behalf and, to the extent permitted
by applicable law, on behalf of its stockholders and affiliates)
and the Holder hereby irrevocably waive, to the fullest extent
permitted by applicable law, any and all right to trial by jury in
any legal proceeding arising out of or relating to this Agreement
or the transactions contemplated hereby.


 




8.6 Waiver,
etc. The failure of the Company or the Holder to at any time
enforce any of the provisions of this Purchase Warrant shall not be
deemed or construed to be a waiver of any such provision, nor to in
any way affect the validity of this Purchase Warrant or any
provision hereof or the right
of the Company or any Holder to thereafter enforce each and every
provision of this Purchase Warrant. No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this
Purchase Warrant shall be effective unless set forth in a written
instrument executed by the party or parties against whom or which
enforcement of such waiver is sought; and no waiver of any such
breach, non-compliance or non-fulfillment shall be construed or
deemed to be a waiver of any other or subsequent breach,
non-compliance or non-fulfillment.


 




8.7 Execution
in Counterparts. This Purchase Warrant may be executed in
one or more counterparts, and by the different parties hereto in
separate counterparts, each of which shall be deemed to be an
original, but all of which taken together shall constitute one and
the same agreement, and shall become effective when one or more
counterparts has been signed by each of the parties hereto and
delivered to each of the other parties hereto. Such counterparts
may be delivered by facsimile transmission or other electronic
transmission.

 


 


[Signature Page
Follows]


 




 

-10-








 





 


IN
WITNESS WHEREOF, the Company has caused this Purchase Warrant to be
signed by its duly authorized officer as of the day of ,
2019.


 

 


AZURRX
BIOPHARMA, INC.

 


 



By:
_________________________


Name:

Title:






 


 




 

-11-








 





 


[Form to be used to exercise Purchase
Warrant]


 


Date:
___________________ , 20____


 


The
undersigned hereby elects irrevocably to exercise the Purchase
Warrant for shares of common stock,
par value $0.0001 per share (the “Shares”), of AzurRx BioPharma,
Inc., a Delaware corporation (the “Company”), and hereby makes
payment of $(at the rate of $2.55 per Share) in
payment of the Exercise Price pursuant thereto. Please issue the
Shares as to which this Purchase Warrant is exercised in accordance
with the instructions given below and, if applicable, a new
Purchase Warrant representing the number of Shares for which this
Purchase Warrant has not been exercised.

 


or

  





The
undersigned hereby elects irrevocably to convert its right to
purchase ____ Shares of the Company under
the Purchase Warrant for _____ Shares, as determined in accordance
with the following
formula:


 






X
= Y(A-B)


        
A


 


Where,


 


X = The
number of Shares to be issued to Holder;


Y = The
number of Shares for which the Purchase Warrant is being
exercised;


A = The
fair market value of one Share; and


B = The
Exercise Price.

 





The
undersigned agrees and acknowledges that the calculation set forth
above is subject to confirmation by the
Company and any disagreement with respect to the calculation shall
be resolved by the Company in its sole discretion.






Please
issue the Shares as to which this Purchase Warrant is exercised in
accordance with the instructions given below and, if applicable, a
new Purchase Warrant representing the number of Shares for which
this Purchase Warrant has not been converted.


 

 


Signature

 



Signature
Guaranteed_____________________








 

-12-








 





 


INSTRUCTIONS FOR
REGISTRATION OF SECURITIES

 


Name:

 


 

 


(Print
in Block Letters)


 


Address:
_________________________



            
  _________________________


              
_________________________ 




 







NOTICE:
The signature to this form must correspond with the name as written
upon the face of the Purchase Warrant without alteration or
enlargement or any change whatsoever, and must be guaranteed by a
bank, other than a savings bank, or by a trust company or by a firm
having membership on a registered national securities
exchange.


 


 




 

-13-








 





 


[Form to be used to assign Purchase
Warrant]

 


ASSIGNMENT


 

 


(To be
executed by the registered Holder to effect a transfer of the
within Purchase Warrant):

 


 

FOR VALUE RECEIVED,
____________________  does hereby sell, assign and transfer
unto the right to purchase shares of common stock, par value
$0.0001 per share, of AzurRx BioPharma, Inc., a Delaware
corporation (the “Company”), evidenced by the
Purchase Warrant and does hereby authorize the Company to transfer
such right on the books of the Company.

 


 

 

Dated:
________________, 20

Signature



Signature
Guaranteed_______________________







 


NOTICE:
The signature to this form must correspond with the name as written
upon the face of the within Purchase Warrant without alteration or
enlargement or any change whatsoever, and must be guaranteed by a
bank, other than a savings bank, or by a trust company or by a firm
having membership on a registered national securities
exchange.


 







 


 




 

-14-