WARRANT
AGENCY AGREEMENT


 


WARRANT
AGENCY AGREEMENT, dated as of April __, 2019 (“Agreement”), between Ocean Power Technologies, Inc., a Delaware
corporation (the “Company”), and Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary,
Computershare Trust Company, N.A., a federally chartered trust company (collectively as “Warrant Agent”).


 


W
I T N E S S E T H


 


WHEREAS,
pursuant to the terms of that certain Underwriting Agreement, dated April __, 2019, by and among the Company and A.G.P./Alliance
Global Partners, as representatives of the underwriters set forth therein, the Company is engaged in a public offering (the “Offering”)
of up to __________ shares (the “Shares”) of common stock, par value $0.001 per share (the “Common
Stock”), pre-funded warrants (CUSIP: 674870 126) (the “Pre-Funded Warrants”) to purchase shares of
Common Stock (the “Pre-Funded Warrant Shares”), and warrants (CUSIP: 674870 118) (the “Common Warrants”,
and together with the Pre-Funded Warrants, the “Warrants”) to purchase up to _________ shares of Common Stock
(the “Common Warrant Shares”, and together with the Pre-Funded Warrant Shares, the “Warrant Shares”),
including Shares and Warrants issuable pursuant to the underwriters’ over-allotment option;


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission a Registration Statement on Form S-1, as amended (File No. 333-230199)
(the “Registration Statement”), for the registration, under the Securities Act of 1933, as amended, of the
Shares, the Warrants and the Warrant Shares; 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 (as defined below).


 


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)
“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 New York Stock Exchange is authorized or required by law or other governmental action to
close.


 


(b)
“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.


 


(c)
“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.


 






    	 



    	 



    

 


(d)
“Warrant Certificate” means a certificate issued to a Holder, representing a Warrant to acquire such aggregate
number of Warrant Shares as is indicated therein.


 


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


 


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 as it may, in its sole discretion, deem necessary or desirable. 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 (each, a “Global Warrant”). All of the Warrants shall initially
be represented by (x) one or more Global Warrants deposited with the Warrant Agent for the Common Warrants and (y) one or more
Global Warrants deposited with the Warrant Agent for the Pre-Funded Warrants, in each case, 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.


 


(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.


 






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(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 their broker (the “Broker”) 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 (for the Common Warrants) and Annex B (for the Pre-Funded
Warrants) (each, a “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate
Request Notice by the Holder, each, a “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, each,
a “Warrant Exchange”), the Warrant Agent upon instructions from the Broker or Depository Trust Company (“DTC”)
acting on behalf of the Broker 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 retain the original Issue Date of the Warrants but will have a date of transfer corresponding to the date of
the electronic transfer from the Broker or DTC and shall be manually executed by an authorized signatory of the Company. In connection
with a Warrant Exchange, the Warrant Agent will deliver, the Warrant Certificate to the Holder within seven (7) Business Days
of the Warrant Certificate Request Notice from the Broker or DTC 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 Warrant) of the Common Stock on the Warrant Certificate Request
Notice Date), $10 per Business Day (increasing to $20 per Business Day on the fifth Business Day after such liquidated damages
begin to accrue) 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 Section 3(c), which shall not apply to the Warrants evidenced by a Warrant Certificate. In the event
a beneficial owner requests a Warrant Exchange, upon issuance of the paper Warrant Certificate, the Company shall act as warrant
agent and the terms of the paper Warrant Certificate so issued shall exclusively govern in respect thereof. A party requesting
transfer of Warrants must provide any evidence of authority that may be required by the Warrant Agent, including but not limited
to, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the
Securities Transfer Association.


 


Section
4. Form of Warrant. The Warrants, together with the form of election to purchase Common Stock (the “Exercise Notice”)
and the form of assignment to be printed on the reverse thereof, whether a Warrant Certificate or a Global Warrant, shall be substantially
in the form of Exhibit 1 (for the Common Warrants) attached hereto and Exhibit 2 (for the Pre-Funded Warrants) attached
hereto.


 


Section
5. Countersignature and Registration. The Warrants shall be executed on behalf of the Company by its Chief Executive Officer
or Chief Financial Officer, either manually or by facsimile signature, and have affixed thereto the Company’s seal or a
facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile
signature. The Warrants 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 a Warrant shall cease
to be such officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such
Warrant, 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 had not ceased to be such officer of the Company; and any Warrant may be signed on behalf of
the Company by any person who, at the actual date of the execution of such Warrant, shall be a proper officer of the Company to
sign such Warrant, although at the date of the execution of this Warrant Agreement any such person was not such an officer.


 






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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.
Subject to the provisions of the Warrant and the last sentence of this first paragraph of Section 6 and subject to applicable
law, rules or regulations, or any “stop transfer” instructions the Company may give to the Warrant Agent, at any time
after the closing date of the Offering, and at or prior to the Close of Business on the Termination Date, 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 a Global Warrant or a Warrant Certificate,
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 any Warrant Certificate or Global Warrant, 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 Warrants. 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.


 


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 and an open penalty surety bond satisfactory to it, 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, 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 Warrant Agent will make and deliver a new Warrant Certificate of like tenor for delivery to the Holder in lieu of the Warrant
Certificate so lost, stolen, destroyed or mutilated.


 






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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 providing the items required by Section 7(c) below 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 payment of the applicable unpaid Exercise
Price pursuant to Section 2(a) of the Warrant. 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 any Exercise
Price.


 


(b)
Upon receipt of an Exercise Notice for a cashless exercise pursuant to Section 2(c) of a Warrant (each, a “Cashless Exercise”),
the Company will promptly calculate and transmit to the Warrant Agent the number of Warrant Shares, the rate of exchange and the
round up or round down of any 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.


 






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(c)
Upon the Warrant Agent’s receipt, at or prior to the Close of Business on the Termination Date set forth in a Warrant, of
the executed Exercise Notice, accompanied by payment of the applicable unpaid Exercise Price pursuant to Section 2(a) of the Warrant,
the shares to be purchased (other than in the case of a Cashless Exercise), an amount equal to any applicable tax, governmental
charge or expense reimbursement referred to in Section 6 by personal bank check payable to the order of the Company and, in the
case of an exercise of a Warrant in the form of a Warrant Certificate , the Warrant Certificate, the Warrant Agent shall cause
the Warrant Shares underlying such Warrant to be delivered to or upon the order of the Holder of such Warrant, registered in such
name or names as may be designated by such Holder, no later than the Warrant Certificate Delivery Date. If the Company is then
a participant in the deposit/withdrawal at custodian (“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, 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 unpaid 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 be 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.


 


All
funds received by Computershare pursuant to this Agreement that are to be distributed or applied by Computershare in accordance
with the terms of this Agreement (the “Funds”) shall be delivered to Computershare. Once received by Computershare,
the Funds shall be held by Computershare as agent for Company. Until paid or distributed in accordance with this Agreement, the
Funds shall be deposited in one or more bank accounts to be maintained by Computershare in its name as agent for Company. Until
paid pursuant to this Agreement, Computershare may hold or invest the Funds through such accounts in: (i) bank accounts, short
term certificates of deposit, bank repurchase agreements, and disbursement accounts with commercial banks with Tier 1 capital
exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s
(Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.), (ii) Cash
Management sweeps to AAA Fixed NAV money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940, (iii)
funds backed by obligations of, or guaranteed by, the United States of America, municipal securities, or (iv) debt or commercial
paper obligations rated A-1 or P-1 or better by Standard & Poor’s Corporation (“S&P”) or Moody’s
Investors Service, Inc. (“Moody’s”), respectively.


 


Computershare
will only draw upon the Funds in such account(s) as required from time to time in order to make the payments for the Shares and
any applicable tax withholding payments. Computershare shall have no responsibility or liability for any diminution of the Funds
that may result from any deposit or investment made by Computershare in accordance with this Section, including any losses resulting
from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest,
dividends or other earnings in connection with such deposits. Computershare shall not be obligated to pay such interest, dividends
or earnings to Company, any holder or any other party.


 


Computershare
is acting as Agent hereunder and is not a debtor of Company in respect of the Funds.


 






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(d)
In case the Holder of any Warrant Certificate exercises fewer than all Warrants evidenced thereby and surrenders such Warrant
Certificate in connection with such partial exercise, a new Warrant Certificate evidencing the number of Warrant Shares equivalent
to the number of Warrant Shares 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, subject to the provisions of Section 6 hereof.


 


(e)
In the event of a cash exercise, the company hereby instructs CPU to record cost basis for newly issued shares as follows:


 


(f)
In the event of a cashless exercise: issuer shall provide cost basis for shares issued pursuant to a cashless exercise at the
time the Company provides the Cashless Exercise Ratio to CPU pursuant to Section 7 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. The Warrant Agent will become
the sole recordkeeping agent for the Warrants, and shall maintain such records in accordance with its standard practices and applicable
law. Upon issuing Shares for the exercise of the such Warrant, the certificates representing such Warrants will be canceled by
Agent


 


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 thereof; 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).


 






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(b)
As of the date hereof and prior to the Offering, the authorized capital stock of the Company consists of 100,000,000 shares of
Common Stock, of which [_____] shares of Common Stock are issued and outstanding. [_____] shares of Common Stock are reserved
for issuance upon 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 special account for the issuance of Common Stock upon the exercise of Warrants. Company shall
provide an opinion of counsel prior to the Effective Time to set up the reserve of the Warrants and Warrant Shares. The opinion
shall state that all the Warrants and Warrant Shares, or the transactions in which they are being issued, as applicable, are:


 


	 	(i)	Registered, or subject
    to a valid exemption from registration, under the Securities Act of 1933 (the “1933 Act”), as amended,
    and all appropriate state securities law filings have been made with respect to the New Shares, or alternatively, that the
    New Shares are “covered securities” under Section 18 of the 1933 Act; and
	 	 	 
	 	(i)	Validly issued, fully paid and non-assessable.




 


(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).


 


Section
10. Common Stock Record Date. Each Holder shall be deemed to have become the holder of record for the Warrant Shares pursuant
to Section 2(d)(i) of the Warrants.


 






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Section
11. Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants. The applicable 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. In the event that at any time, as a result of an adjustment made pursuant to
Section 3 of the Warrant, 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, 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 applicable Exercise Price pursuant to the Warrant 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 Common Warrant and the unpaid portion of the
Exercise Price of each Pre-Funded Warrant, in each case, 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 brief summary thereof to each Holder of a registered Warrant.


 


Section
13. Fractional Shares of Common Stock.


 


(a)
The Company shall not issue fractions of Warrants or distribute a Global Warrant or Warrant Certificates that 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 either up or down to the nearest whole Warrant.


 


(b)
The Company shall not issue fractions of shares of Common Stock upon exercise of Warrants or distribute stock certificates that
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.


 






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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 shall be subject:


 


(a)
Compensation. 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 in connection with the services rendered hereunder by the Warrant Agent.


 


(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 Warrants 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 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).


 


(g)
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.


 






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(h)
No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are herein and in the Warrants
specifically set forth and no implied duties or obligations shall be read into this Agreement or the Warrants 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 Warrants authenticated by
the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds
of the Warrants. 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 Warrants 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.


 


Section
15. Purchase or Consolidation or Change of Name of Warrant Agent. 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 19. In case at the time such successor
Warrant Agent shall succeed to the agency created by this Agreement any of the Warrants shall have been countersigned but not
delivered, any such successor Warrant Agent may adopt the countersignature of the predecessor Warrant Agent and deliver such Warrants
so countersigned; and in case at that time any of the Warrants shall not have been countersigned, any successor Warrant Agent
may countersign such Warrants either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent;
and in all such cases such Warrants shall have the full force provided in the Warrants and in this Agreement.


 


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


 






    	11



    	 



    

 


(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 or Chief Financial Officer 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)
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 Warrants (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.


 


(d)
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 (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; nor shall it be responsible for the adjustment of any 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 any
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 or as to whether any shares of
Common Stock will, when issued, be duly authorized, validly issued, fully paid and nonassessable.


 


(e)
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.


 


(f)
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 counsel 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.


 


(g)
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.


 






    	12



    	 



    

 


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


 


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


 


Section
18. Limitation of Liability. Notwithstanding anything contained herein to the contrary, the Warrant Agent’s aggregate
liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from
all Services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited
to, and shall not exceed, the amounts paid hereunder by the Company to Warrant Agent as fees and charges, but not including reimbursable
expenses, during the twelve (12) months immediately preceding the event for which recovery from Warrant Agent is being sought.


 






    	13



    	 



    

 


Section
19. 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. 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. 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 19, 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
20. Issuance of New Warrants. Notwithstanding any of the provisions of this Agreement or of the Warrants to the contrary,
the Company may, at its option, instruct the Warrant Agent to issue a new Global Warrant or Warrant Certificates, if any, evidencing
Warrants in such form as may be approved by its Board of Directors to reflect any adjustment or change in the applicable Exercise
Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Global
Warrant or Warrant Certificates, if any, made in accordance with the provisions of this Agreement.


 






    	14



    	 



    

 


Section
21. 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 19, 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):


 


	 	(a)	If
    to the Company, to:
	 	 	 
	 	 	Ocean
    Power Technologies, Inc.
	 	 	28
    Engelhard Drive, Suite B
	 	 	Monroe
    Township, NJ 08831
	 	 	Attention:
    John Lawrence, General Counsel
	 	 	Email:
    jwlesqr@gmail.com
	 	 	 
	 	 	With
    a copy (for informational purposes only) to:
	 	 	Porter
    Hedges LLP
	 	 	1000
    Main Street, 36th Floor 8
	 	 	Houston,
    Texas 77002
	 	 	Attention:
    Kevin J. Poli, Esq.
	 	 	Facsimile:
    (713) 228-1331
	 	 	Email:
    KPoli@porterhedges.com
	 	 	 
	 	(b)	If
    to the Warrant Agent, to:
	 	 	 
	 	 	Computershare
    Trust Company, N.A.
	 	 	250
    Royall Street
	 	 	Canton,
    MA 02021
	 	 	Attention:
    Scott Travis
	 	 	email:
    scott.travis@computershare.com


 


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 Certificate, for a Global 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
22. 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 Warrant Certificates in order to cure any ambiguity, to correct or supplement any provision contained herein which may be defective
or inconsistent with any other provisions herein, or to make any other provisions with regard to matters or questions arising
hereunder which the Company and the Warrant Agent may deem necessary or desirable and which shall not adversely affect the interests
of the Holders of the Warrants Certificates in any material respect.


 






    	15



    	 



    

 


(b)
In addition to the foregoing, with the consent of Holders of Warrants, 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 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 21.


 


Section
23. 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
24. Confidentiality. The Warrant Agent and the Company agree that all books, records, information and data pertaining
to the business of the other party, including inter alia, personal, non-public warrant holder information, which are exchanged
or received pursuant to the negotiation or the carrying out of this Agreement including the fees for services set forth in the
attached schedule shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required
by law, including, without limitation, pursuant to subpoenas from state or federal government authorities (e.g., in divorce and
criminal actions).


 


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


 


Section
26. Consequential Damages. Neither party to this Agreement shall be liable to the other party for any consequential,
indirect, special or incidental damages under any provisions of this Agreement or for any consequential, indirect, punitive, special
or incidental damages arising out of any act or failure to act hereunder even if that party has been advised of or has foreseen
the possibility of such damages.


 






    	16



    	 



    

 


Section
27. Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the State of New York, without
regard to principles of conflicts of law. The parties hereto irrevocably (i) submit to the non-exclusive jurisdiction of any New
York State court sitting in New York City or the United States District Court for the Southern District of New York in any action
or proceeding arising out of or relating to this Agreement, (ii) waive, to the fullest extent they may effectively do so, any
defense based on inconvenient forum, improper venue or lack of jurisdiction to the maintenance of any such action or proceeding,
and (iii) waive all right to trial by jury in any action, proceeding or counterclaim arising out of this Agreement or the transactions
contemplated hereby. Agent shall not be required hereunder to comply with the laws or regulations of any country other than the
United States of America or any political subdivision thereof. Agent may consult with foreign counsel, at the Company’s
expense, to resolve any foreign law issues that may arise as a result of the Company or any other party being subject to the laws
or regulations of any foreign jurisdiction.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.


 


Section
28. Governing Law. This Agreement and each Warrant 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
29. 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
30. 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
31. Information. The Company agrees to promptly provide to the Holders of the Warrants any information it provides to
all 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.


 


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


 


[Signature
page follows]


 




    	17



    	 



    

 


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


 


	 	OCEAN POWER TECHNOLOGIES, INC.
	 	 	 
	 	By:
    	                       
	 	Name:
    	 
	 	Title:
    	 
	 	 	 
	 	COMPUTERSHARE INC.
	 	 	 
	 	By:
    	          
	 	Name:
    	 
	 	Title:
    	 
	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A.
	 	 	 
	 	By:	    
	 	Name:
    	 
	 	Title:
    	 


 




    	18



    	 



    

 


Annex
A: Form of Common Warrant Certificate Request Notice


 


WARRANT
CERTIFICATE REQUEST NOTICE


 


To:
Computershare Inc. and Computershare Trust Company, N.A., jointly as Warrant Agent for Ocean Power Technologies, Inc. (the “Company”)


 


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


 


1.
Name of Holder of Common 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 Common Warrants in name of Holder in form of Global Warrants: ____________________


 


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


 


5.
Number of Common 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 Common 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: _______________________________________________________________________



 




    	 



    	 



    

 


Annex
B: Form of Pre-Funded Warrant Certificate Request Notice


 


WARRANT
CERTIFICATE REQUEST NOTICE


 


To:
Computershare Inc. and Computershare Trust Company, N.A., jointly as Warrant Agent for Ocean Power Technologies, Inc. (the “Company”)


 


The
undersigned Holder of Pre-Funded Common Stock Purchase Warrants (“Pre-Funded Warrants”) (CUSIP:_______) 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 Pre-Funded Warrants in form of Global Warrants: _____________________________


 


2.
Name of Holder in Warrant Certificate (if different from name of Holder of Pre-Funded Warrants in form of Global Warrants): _______________________________


 


3.
Number of Pre-Funded Warrants in name of Holder in form of Global Warrants: _____________________


 


4.
Number of Pre-Funded Warrants for which Warrant Certificate shall be issued: _____________________


 


5.
Number of Pre-Funded 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 Pre-Funded 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 Common Warrant


 




    	 



    	 



    

 


Exhibit
2: Form of Pre-Funded Warrant