Exhibit 4.1


 


WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT made as of April
[●], 2019 (the “Issuance Date”), between Outlook Therapeutics, Inc., a Delaware corporation (the “Company”),
and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).


 


WHEREAS, the Company has sold (i) [●]
shares of common stock, par value $0.01 per share (the “Common Stock” and includes any share capital into which
such Common Stock shall have been changed or any share capital resulting from a reclassification of such Common Stock), of the
Company, (ii) 15-month warrants (each a “15-Month Warrant” and, collectively, the “15-Month
Warrants”) to purchase [●] shares of Common Stock (collectively, the “15-Month Warrant Shares”),
subject to adjustment as described therein, and (iii) five-year warrants (each, a “Five-Year Warrant,” collectively,
the “Five-Year Warrants” and, together with the 15-Month Warrants, the “Warrants”) to purchase
[●] shares of Common Stock (each, a “Five-Year Warrant Share,” collectively, the “Five-Year
Warrant Shares” and, together with the 15-Month Warrant Shares, the “Warrant Shares”), subject to
adjustment as described herein, pursuant to an Underwriting Agreement, dated April [●], 2019, between the Company and Oppenheimer
& Co. Inc., as representative of the several underwriters named therein (the “Underwriting Agreement”);


 


WHEREAS, the Company has filed with the
Securities and Exchange Commission a Registration Statement, No. 333-229761 on Form S-1 (as the same may be amended from time to
time, the “Registration Statement”) for the registration, under the Securities Act of 1933, as amended (the
“1933 Act”) of Common Stock, the Warrants and the Warrant Shares, and such Registration Statement was declared
effective on April [●], 2019;


 


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


 


WHEREAS, the Company desires to provide
for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


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


 


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


 


1.           Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the
Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and conditions
set forth in this Warrant Agreement.


 




     

     


    

 


2.           Warrants.


 


2.1         Form
of Warrant. The Warrants shall be registered securities and shall be initially evidenced by global Warrant certificates (each
a “Global Certificate” and collectively the “Global Certificates”) in the form of Exhibit
A to this Warrant Agreement in the case of the Five-Year Warrants and in the form of Exhibit B to this
Warrant Agreement in the case of the 15-Month Warrants, each of which shall be deposited on behalf of the Company with a custodian
for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., a nominee of DTC. If DTC subsequently
ceases to make its settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making 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, registration in the name of Cede & Co., a nominee of DTC, the Company may instruct the Warrant Agent to provide
written instructions to DTC to deliver to the Warrant Agent for cancellation the Global Certificates, and the Company shall instruct
the Warrant Agent to deliver to each Holder (as defined below) separate certificates evidencing Warrants (“Definitive
Certificates” and, together with the Global Certificates, “Warrant Certificates”), in the form of Exhibit
C to this Warrant Agreement in the case of the Five-Year Warrants and Exhibit D to this Warrant Agreement in the
case of the 15-Month Warrants. The Warrants represented by the Global Certificates are referred to as “Global Warrants”.


 


2.2          Registration.


 


2.2.1       Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance
and the registration of transfer of the Warrants. Any Person in whose name ownership of a beneficial interest in the Warrants evidenced
by a Global Certificate is recorded in the records maintained by DTC or its nominee shall be deemed the “beneficial owner”
thereof, provided that all such beneficial interests shall be held through a Participant (as defined below), which shall
be the registered holder of such Warrants.


 


2.2.2       Issuance
of Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificates and deliver the
Warrants in the DTC settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership
of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records
maintained (i) by DTC and (ii) by institutions that have accounts with DTC (each, a “Participant”), subject
to a Holder’s right to elect to receive a Warrant in certificated form in the form of Exhibit C to this Warrant Agreement
in the case of the Five-Year Warrants and Exhibit D to this Warrant Agreement in the case of the 15-Month Warrants. Any Holder
desiring to elect to receive a Warrant in certificated form shall make such request in writing delivered to the Warrant Agent pursuant
to Section 2.2.6, and shall surrender to the Warrant Agent the interest of the Holder on the books of the Participant evidencing
the Warrants that are to be represented by a Definitive Certificate through the DTC settlement system. Thereupon, the Warrant Agent
shall countersign and deliver to the person entitled thereto a Warrant Certificate or Warrant Certificates, as the case may be,
as so requested.


 




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2.2.3       Beneficial
Owner; Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may
deem and treat the person in whose name that Warrant shall be registered on the Warrant Register (the “Holder”)
as the absolute owner of such Warrant for purposes of any exercise thereof, and for all other purposes, and neither the Company
nor the Warrant Agent shall be affected by any notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification,
proxy or other authorization furnished by DTC governing the exercise of the rights of a holder of a beneficial interest in any
Warrant. The rights of beneficial owners in a Warrant evidenced by a Global Certificate shall be exercised by the Holder or a Participant
through the DTC system, except to the extent set forth herein or in such Global Certificate.


 


2.2.4       Execution.
The Warrant Certificates shall be executed on behalf of the Company by any authorized officer of the Company (an “Authorized
Officer”), which need not be the same authorized signatory for all of the Warrant Certificates, either manually or by
facsimile signature. The Warrant Certificates shall be countersigned by an authorized signatory of the Warrant Agent, which need
not be the same signatory for all of the Warrant Certificates, and no Warrant Certificate shall be valid for any purpose unless
so countersigned. In case any Authorized Officer of the Company that signed any of the Warrant Certificates ceases to be an Authorized
Officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates,
nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person
who signed such Warrant Certificates had not ceased to be such officer of the Company; and any Warrant Certificate may be signed
on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be an Authorized
Officer of the Company authorized to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement
any such person was not such an Authorized Officer.


 


2.2.5       Proxies.
The Holder of a Warrant may grant proxies or otherwise authorize any person, including the Participants and beneficial holders
that may own interests through the Participants, to take any action that a Holder is entitled to take under this Warrant Agreement
or the Warrants; provided, however, that at all times that Warrants are evidenced by a Book Entry Warrant
Certificate, exercise of those Warrants shall be effected on their behalf by Participants through DTC in accordance the procedures
administered by DTC.


 


2.2.6       Warrant
Certificate Request. A Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below)
pursuant to a Warrant Certificate Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for
the exchange of some or all of such Holder’s Warrants for a Definitive Certificate evidencing the same number of Warrants,
which request shall be in the form attached hereto as Exhibit E in the case of the Five-Year Warrants and Exhibit
F to this Warrant Agreement in the case of the 15-Month Warrants (a “Warrant Certificate Request Notice”
and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice
Date” and the deemed surrender upon delivery by the Holder of a number of Global Warrants for the same number of Warrants
evidenced by a Definitive Certificate, a “Warrant Exchange”), the Warrant Agent shall, as soon as practicable,
effect the Warrant Exchange and shall, as soon as practicable, issue and deliver to the Holder a Definitive Certificate for such
number of Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate shall be dated
the original issue date of the Warrants, shall be manually executed by an authorized signatory of the Company, shall be in the
form attached hereto as Exhibit C in the case of the Five-Year Warrants and in the form attached hereto as Exhibit D
in the case of the 15-Month Warrants, and shall be reasonably acceptable in all respects to such Holder. In connection with
a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent to deliver, the Definitive Certificate to the
Holder within three (3) Business Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant
Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company or the Warrant Agent fails
for any reason to deliver to the Holder the Definitive 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 Definitive Certificate (based on the Weighted Average Price (as defined in the Warrants)
of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Business Day for each Business Day after such Warrant
Certificate Delivery Date until such Definitive 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 Definitive Certificate and, notwithstanding anything to the
contrary set forth herein, the Definitive 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 Warrant Agreement, shall not apply to the Warrants
evidenced by the Definitive Certificate. The Warrant Agent shall have no responsibility for any liquidated damages that may be
payable or paid to any Person under this paragraph for any failure by the Warrant Agent to deliver to the Holder the Definitive
Certificate, on the Company’s behalf. In addition, the Company shall indemnify and hold harmless the Warrant Agent against
all claims made against the Warrant Agent for any such failure except that the Company shall not be obligated to provide any such
indemnification if it is determined by a final, non-appealable judgment of a court of competent jurisdiction that such failure
is due to the Warrant Agent’s gross negligence, bad faith or willful misconduct.


 




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2.2.7       For
purposes of clarity, without limiting the rights and immunities of the Warrant Agent, if there is a conflict between the express
terms of this Warrant Agreement and any Definitive Certificate in the form of Exhibit C in the case of the Five-Year Warrants
and Exhibit D in the case of the 15-Month Warrants hereto with respect to the terms of the Warrants, the terms of such Definitive
Certificate shall govern and control.


 


2.3          Detachability
of Warrants. The Common Stock and the Warrants will be issued separately and will be separately transferable immediately upon
issuance.


 


3.           Terms
and Exercise of Warrants.


 


3.1          Exercise
Price. The exercise price per whole share of the Common Stock under each Warrant shall be $[●], subject to adjustment
hereunder (the “Exercise Price”).


 


3.2          Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the
Issuance Date and terminating at 5:00 P.M., Eastern time on the date sixty (60) months after the Issuance Date in the case of
the Five-Year Warrants and on the date fifteen (15) months after the Issuance Date in the case of the 15-Month Warrants or, if
any such date falls on a day other than a Business Day or on which trading does not take place on the Principal Market (a “Holiday”),
the next day that is not a Holiday (the “Expiration Date”). Each Warrant not exercised on or before the applicable
Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall
cease at the close of business on the applicable Expiration Date.


 




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3.3          Exercise
of Warrants.


 


3.3.1       Exercise
and Payment. A registered holder may exercise a Warrant by delivering, not later than 5:00 P.M., Eastern time, on any Business
Day during the Exercise Period (the “Exercise Date”) to the Warrant Agent at its offices designated for such
purpose (i) the Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate,
the Warrants to be exercised (the “Book-Entry Warrants”) free on the records of the Depository to an account
of the Warrant Agent at the Depository designated for such purpose in writing by the Warrant Agent to the Depository from time
to time, and (ii) an election to purchase the Warrant Shares underlying the Warrants to be exercised (the “Election to
Purchase” and together with the Warrant Certificates and the Book-Entry Warrants, the “Warrant Exercise Documents”),
properly completed and duly executed by the registered holder on the reverse of the Warrant Certificate, accompanied by a signature
guarantee and such other documentation as the Warrant Agent may reasonably request, or, in the case of a Book-Entry Warrant Certificate,
properly delivered by the Participant in accordance with the Depository’s procedures. Within one Trading Day after the Exercise
Date, such holder must pay the Warrant Price for each Warrant to be exercised in lawful money of the United States of America by
wire, certified or official bank check, or wire transfer, in immediately available funds unless such holder has elected to make
a cashless exercise pursuant to Section 3.3.8. The term “Warrant Price” as used in this Warrant Agreement
refers to price per share of Common Stock at which shares may be purchased at the time the Warrant is exercised.


 


If any of (A) the Warrant Certificate or the Book-Entry Warrants,
(B) the Election to Purchase, or (C) the Warrant Price therefor, is received by the Warrant Agent after 5:00 P.M., Eastern time,
on the specified Exercise Date, the Warrants will be deemed to be received on the Business Day next succeeding the Exercise Date.
If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received on the next succeeding
day that is a Business Day. If the Warrants are received or deemed to be received after the Expiration Date, the exercise thereof
will be null and void and any funds delivered to the Warrant Agent will be returned to the registered holder or Participant, as
the case may be, as soon as practicable. In no event will a registered holder or Participant be entitled to interest accrued on
funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of Warrants. The Warrant Agent shall not
have any responsibility or liability relating to the determination as to the validity of any exercise of Warrants which determination
will be made by the Company and the applicable registered holder, and the Warrant Agent may rely upon the instructions of the Company
regarding the validity of any exercise of Warrants. The Warrant Agent shall not have any obligation to inform a registered holder
of the invalidity of any exercise of Warrants. If the Company believes that an exercise by a registered holder is invalid the Company
will promptly notify such registered holder of the such fact and the reasons why it believes the exercise was invalid and will
provide a copy of such notice to the Warrant Agent as soon as practicable.




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The Warrant Agent shall forward funds received
for warrant exercises in a given month by the 5th Business Day of the following month by wire transfer to an account designated
by the Company in writing.


 


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


 


3.3.2       Issuance
of Certificates. The Warrant Agent shall, within a reasonable time, advise the Company and the Company’s transfer agent
and registrar (the “Transfer Agent”) in respect of (a) the Warrant Shares issuable upon such exercise as to
the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of
each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise,
and the delivery of definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining
after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained
by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance,
if any, of the Warrants remaining after such exercise and (d) such other information as the Company, the Warrant Agent or such
transfer agent and registrar shall reasonably require. So long as the Holder delivers the Warrant Price (or notice of a Cashless
Exercise, if applicable) on or prior to the first (1st) Trading Day following the date on which the Warrant Exercise Documents
have been delivered to the Warrant Agent, then on or prior to the earlier of (i) the second (2nd) Trading Day and (ii) the number
of Trading Days comprising the Standard Settlement Period, in each case following the date on which the Warrant Exercise Documents
have been delivered to the Company, or, if the Holder does not deliver the Warrant Price (or notice of a Cashless Exercise, if
applicable) on or prior to the first (1st) Trading Day following the date on which the Warrant Exercise Documents have been delivered
to the Warrant Agent, then on or prior to the first (1st) Trading Day following the date on which the Warrant Price (or notice
of a Cashless Exercise) is delivered (such earlier date, or if later, the earliest day on which the Company is required to deliver
Warrant Shares pursuant to this Section 1(a), the “Share Delivery Date”), the Company shall cause the Warrant
Agent to (X) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit
such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder's or its designee's
balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating
in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address or e-mail address
as specified in the Warrant Exercise Documents, evidence of credit of book-entry shares, registered in the name of the Holder or
its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. If the Warrant Agent
fails for any reason to deliver to such registered holder or Participant, as the case may be, the Warrant Shares subject to an
exercise notice by the Share Delivery Date, the Company shall pay to the registered holder, in cash, as liquidated damages and
not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the Weighted Average Price of the Common
Stock on the date of the applicable exercise notice), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading
Day after such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Date until such Warrant Shares
are delivered or the registered holder rescinds such exercise. The Warrant Agent shall have no responsibility for any liquidated
damages that may be payable or paid to any registered holder or Participant under this paragraph for any failure by the Warrant
Agent to execute, issue and deliver, on the Company’s behalf, the Warrant Shares as required by this paragraph. In addition,
the Company shall indemnify and hold harmless the Warrant Agent against all claims made against the Warrant Agent for any such
failure except that the Company shall not be obligated to provide any such indemnification if it is determined by a final, non-appealable
judgment of a court of competent jurisdiction that such failure is due to the Warrant Agent’s gross negligence, bad faith
or willful misconduct.


 




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If the Warrant Agent fails to comply with
the preceding paragraphs in this Section 3.3.2 by the Share Delivery Date, then, without limiting the rights and immunities of
the Warrant Agent hereunder, in addition to other rights it may have hereunder, the registered holder or Participant will have
the right to rescind its exercise.


 


3.3.3       Valid
Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Warrant Agreement
shall be validly issued, fully paid and nonassessable.


 


3.3.4       Dividends.
The accrual of dividends, if any, on the Warrant Shares issued hereunder will be governed by the terms generally applicable to
the Common Stock. From and after the issuance of such Warrant Shares, the former holder of the Warrants exercised will be entitled
to the benefits generally available to other holders of Common Stock, including the accrual of dividends, if any, on such Warrant
Shares even prior to exercise of such Warrant Shares, and such former holder’s right to receive payments of dividends and
any other amounts payable in respect of the Warrant Shares shall be governed by, and shall be subject to, the terms and provisions
generally applicable to the Common Stock.


 


3.3.5       No
Fractional Exercise. A registered holder may exercise a Warrant from time to time only for whole shares of Common Stock. No
fractional shares or scrip representing fractional shares shall be issued upon the exercise of a Warrant. As to any fraction of
a share that the holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash adjustment in
respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price. If fewer than all of the Warrants
evidenced by a Warrant Certificate are exercised, a new Warrant Certificate for the number of unexercised Warrants remaining shall
be executed by the Company and countersigned by the Warrant Agent as provided in Section 2 of this Warrant Agreement, and delivered
to the holder of the Warrant Certificate at the address specified on the books of the Warrant Agent or as otherwise specified in
writing by such registered holder. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised,
a notation shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a
Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Whenever a payment for fractional
shares is to be made by the Warrant Agent under this Warrant Agreement, the Company shall promptly prepare and deliver to the Warrant
Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and formulas utilized
in calculating such payments. The Warrant Agent shall be fully protected in relying upon such a certificate and shall have no duty
with respect to, and shall not be deemed to have knowledge of, any payment for fractional shares under this Warrant Agreement relating
to the payment of fractional shares unless and until the Warrant Agent shall have received such a certificate and sufficient monies.
The Company shall provide an initial funding of one thousand dollars ($1,000) for the purpose of issuing cash in lieu of fractional
shares. From time to time thereafter, the Warrant Agent may request additional funding to cover payments for fractional Warrant
Shares. The Warrant Agent shall have no obligation to make such payments for fractional Warrant Shares unless the Company shall
have provided the necessary funds to pay in full all amounts due and payable with respect thereto. Upon expiration of the term
of all Warrants or the earlier exercise of all Warrants any balance remaining of such funds shall be paid to the Company.


 




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3.3.6       No
Transfer Taxes. Issuance of Warrant Shares shall be made without charge to a registered holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by
the Company, and such Warrant Shares shall be issued in the name of the registered holder or in such name or names as may be directed
by the registered holder; provided, however, that in the event Warrant Shares are to be issued in a name other than
the name of the registered holder, a Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached
hereto duly executed by the registered holder and the Company may require, as a condition thereto, the payment of a sum sufficient
to reimburse it for any transfer tax incidental thereto. The Company shall pay all transfer agent fees required for same-day processing
of any exercise notice. The Warrant Agent shall not have any duty or obligation to take any action under any section of this Warrant
Agreement that requires the payment of taxes and/or charges unless and until it is satisfied that all such payments have been made.


 


3.3.7       Date
of Issuance. Each person in whose name any book-entry notation for shares of Common Stock is issued shall for all purposes
be deemed to have become the holder of record of such shares on the date on which the Warrant was surrendered and payment of the
Warrant Price was made, irrespective of the date of such book entry, except that, if the date of such surrender and payment is
a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares
at the close of business on the next succeeding date on which the stock transfer books are open. Upon receipt by the Company of
a duly executed Notice of Exercise (which may be by facsimile or email), a registered holder shall be deemed to have exercised
its Warrant as specified in the Notice of Exercise for purposes of Regulation SHO promulgated under the Securities Exchange Act
of 1934, as amended (the “1934 Act”).


 




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3.3.8       Optional
Cashless Exercise. A Cashless Exercise (as defined below) may occur (i) in the case of the 15-Month Warrants only, in
whole or in part for a number of whole 15-Month Warrant Shares after May [●], 2019 (the
“Cashless Date”), if the Weighted Average Price of the Common Stock on any single Trading Day on or after
the Cashless Date and prior to the date of such Cashless Exercise fails to exceed the Exercise Price in effect as of the date
hereof (subject to adjustment for any stock splits, stock dividends, stock combinations, recapitalizations and similar
events)  in which
event, in lieu of the formula below, the aggregate number of 15-Month Warrant Shares issuable in such cashless
exercise pursuant to any given Exercise Notice electing to effect a Cashless Exercise shall equal the product of (x) the
aggregate number of 15-Month Warrant Shares for which the 15-Month Warrants are exercised as if such exercise were by means
of a cash exercise rather than a Cashless Exercise and (y) 0.50; and (ii) if at any time during the term of this Warrant
Agreement there is no effective registration statement registering, or no current prospectus available for, the issuance or
resale of the Warrant Shares by the registered holder, then the Warrants may also be exercised, in whole or in part, at such
time by means of a “cashless exercise” in which the holder shall be entitled to receive a number of Warrant
Shares determined according to the following formula (a “Cashless Exercise”):


 


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


B


 


For purposes of the foregoing formula:


 


A= the total number of shares with respect
to which the Warrants are then being exercised.


 


B= as applicable: (i) the Closing Sale Price
of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice
is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not a Trading Day or (2) both executed and
delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined
in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of
the Holder, either (y) the Weighted Average Price on the Trading Day immediately preceding the date of the applicable Notice of
Exercise or (z) the Bid Price of the Common Stock as of the time of the Holder’s execution of the applicable Exercise Notice
if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2)
hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant
to Section 1(a) hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable Exercise Notice if the
date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(a)
hereof after the close of “regular trading hours” on such Trading Day.


 




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C= the Exercise Price then in effect for
the applicable Warrant Shares at the time of such exercise.


 


The Company agrees to make all calculations
related to a Cashless Exercise and will provide the Warrant Agent with issuance instructions.


 


If Warrant Shares are issued in such a cashless
exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the 1933 Act, the Warrant Shares shall
take on the registered characteristics of the Warrants being exercised, and the holding period of the Warrants being exercised
may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section
3.3.8.


 


3.3.9       Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares,
the Company shall promptly issue to the registered holder the number of Warrant Shares that are not disputed. Without
limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise,” and to receive the cash
payments contemplated pursuant to Sections 3.3.2, 3.3.5, 3.4 and 4.5, in no event will the Company be required to pay to the
Holder any cash or other consideration or otherwise net cash settle a Warrant exercise.


 




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3.3.10     Limitations
on Exercise. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion
of a Warrant, and the Holder shall not have the right to exercise any portion of a Warrant, pursuant to the terms and conditions
of the Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect
to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of [4.99][9.99%]
(the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect
to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by
the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other
Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the Warrants with respect to which the
determination of such sentence is being made, but shall exclude the number of shares of Common Stock that would be issuable upon
(A) exercise of the remaining, unexercised portion of the Warrants beneficially owned by the Holder or any of the other Attribution
Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including,
without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially
owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation
contained in this Section 3.3.10. For purposes of this Section 3.3.10, beneficial ownership shall be calculated in accordance with
Section 13(d) of the 1934 Act. For purposes of the Warrants, in determining the number of outstanding shares of Common Stock the
Holder may acquire upon the exercise of the Warrants without exceeding the Maximum Percentage, the Holder may rely on the number
of outstanding shares of Common Stock as reflected in (x) the Company's most recent Annual Report on Form 10-K, Quarterly Report
on Form 10-Q and Current Reports on Form 8-K or other public filing with the Securities and Exchange Commission (the “SEC”),
as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the
Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”).
If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock
is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares
of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder's beneficial ownership,
as determined pursuant to this Section 3.3.10, to exceed the Maximum Percentage, the Holder must notify the Company of a reduced
number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced,
the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any
exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the
Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number
of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after
giving effect to the conversion or exercise of securities of the Company, including the Warrants, by the Holder and any other Attribution
Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock
to the Holder upon exercise of the Warrants results in the Holder and the other Attribution Parties being deemed to beneficially
own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under
Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate
beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and
shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably
practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise
price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time
increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided
that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such
notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution
Parties and not to any other holder of Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares
of Common Stock issuable pursuant to the terms of the Warrants in excess of the Maximum Percentage shall not be deemed to be beneficially
owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability
to exercise the Warrants pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph
with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 3.3.10 to the extent necessary to correct this paragraph
or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained
in this Section 3.3.10 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The
limitation contained in this paragraph may not be waived and shall apply to a successor holder of the Warrants.


 




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3.4 
        Company’s Failure to Timely Deliver Securities. If either (I) the
Company shall fail for any reason or for no reason on or prior to the applicable Share Delivery Date, if (x) the Transfer
Agent is not participating in the DTC Fast Automated Securities Transfer Program, to issue to the Holder by book-entry credit
the number of shares of Common Stock to which the Holder is entitled and register such Common Stock on the Company's share
register or (y) the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, to credit the
Holder's balance account with DTC, for such number of shares of Common Stock to which the Holder is entitled upon the
Holder's exercise of the Warrants or (II) a registration statement (which may be the Registration Statement) covering the
issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant
Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares and (x)
the Company fails to promptly, but in no event later than one (1) Business Day after such registration statement becomes
unavailable, to so notify the Holder and (y) the Company is unable to deliver the Exercise Notice Warrant Shares
electronically without any restrictive legend by crediting such aggregate number of Exercise Notice Warrant Shares to the
Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system (the
event described in the immediately foregoing clause (II) is hereinafter referred to as a “Notice Failure”
and, together with the event described in clause (I) above, an “Exercise Failure”), then, in addition to
all other remedies available to the Holder, if on or prior to the applicable Share Delivery Date either (I) if the Transfer
Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company shall fail to issue by
book-entry credit to the Holder and register such shares of Common Stock on the Company's share register or, if the Transfer
Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the Holder's balance account with DTC
for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder or pursuant to
the Company's obligation pursuant to clause (ii) below or (II) a Notice Failure occurs, and if on or after such Trading Day
the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage
firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares
that the Holder anticipated receiving upon such exercise from the Company (a “Buy-In”), then the Company
shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including
brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased exceeds (y)
amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder
in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation
was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of
Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to
the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise
and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of
$11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving
rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be
required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the
Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall
limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity, including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely credit
by book entry the Warrant Shares (or to electronically deliver such Warrant Shares) upon the exercise of the Warrants as
required pursuant to the terms hereof. While the Warrants are outstanding, the Company shall cause its transfer agent to
participate in the DTC Fast Automated Securities Transfer Program. In addition to the foregoing rights, (i) if the Company
fails to deliver the applicable number of Warrant Shares upon an exercise pursuant to Section 1 by the applicable Share
Delivery Date, then the Holder shall have the right to rescind such exercise in whole or in part and retain and/or have the
Company return, as the case may be, any portion of the Warrants that has not been exercised pursuant to such Exercise Notice; provided
that the rescission of an exercise shall not affect the Company’s obligation to make any payments that have accrued
prior to the date of such notice pursuant to this Section 3.4 or otherwise, and (ii) if a registration statement (which may
be the Registration Statement) covering the issuance or resale of the Warrant Shares that are subject to an Exercise Notice
is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares and the Holder has
submitted an Exercise Notice prior to receiving notice of the non-availability of such registration statement and the Company
has not already delivered the Warrant Shares underlying such Exercise Notice electronically without any restrictive legend by
crediting such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the
Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, the
Holder shall have the option, by delivery of notice to the Company, to (x) rescind such Exercise Notice in whole or in part
and retain or have returned, as the case may be, any portion of the Warrants that has not been exercised pursuant to such
Exercise Notice; provided that the rescission of an Exercise Notice shall not affect the Company’s obligation to
make any payments that have accrued prior to the date of such notice pursuant to this Section 3.4 or otherwise, and/or (y)
switch some or all of such Exercise Notice from a cash exercise to a Cashless Exercise.


 




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3.5          Cost
Basis Information. (a) In the event of a cash exercise, the Company hereby instructs the Warrant Agent to record cost basis
for newly issued shares in a manner to be subsequently communicated by the Company in writing to the Warrant Agent.


 


(b)       In
the event of a cashless exercise, the Company shall provide cost basis for shares issued pursuant to a cashless exercise at the
time the Company confirms the number of Warrant Shares issuable in connection with the cashless exercise to the Warrant Agent pursuant
to Section 3.3.3 hereof.


 


3.6          Rule
144. (a) If the Warrant Shares are issued in a cashless exercise, the Company and the registered holder undertaking such cashless
exercise acknowledge and agree that in accordance with Section 3(a)(9) of the 1933 Act, other than a change in law, the Warrant
Shares take on the registered characteristics of the Warrants being exercised. For purposes of Rule 144(d) promulgated under the
1933 Act, as in effect on the Issuance Date, it is intended that the Warrant Shares issued in a cashless exercise shall be deemed
to have been acquired by the holder of the Warrant Shares, and the holding period for the Warrant Shares shall be deemed to have
commenced, on the date the Warrants being exercised were originally issued pursuant to the Underwriting Agreement.


 


(b)       The
Company shall, at all times prior to the earlier to occur of (i) the date of sale or other disposition by the holders of a Warrant
of or all shares of Common Stock issued on exercise of such Warrant or (ii) the expiration or earlier termination of a Warrant
if a Warrant has not been exercised in full or in part on such date, use commercially reasonable efforts to timely file all reports
required under the 1934 Act and otherwise timely take all actions necessary to permit the holder of such Warrant and/or the shares
of Common Stock issued on exercise thereof to sell or otherwise dispose of such Warrant and shares pursuant to Rule 144 promulgated
under the 1933 Act, provided that the foregoing shall not apply in the event of a Merger Event following which the successor
or surviving entity is not subject to the reporting requirements of the 1934 Act. If the holder of a Warrant proposes to sell Common
Stock issuable upon the exercise of such Warrant in compliance with Rule 144, then, upon the holder of the Warrant’s written
request to the Company, the Company shall furnish to the holder of the Warrant, within five (5) Business Days after receipt of
such request, a written statement confirming the Company’s compliance with the filing and other requirements of such Rule
144.


 




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4.           Adjustments.


 


4.1          Adjustment
Upon Issuance of Common Stock. If and whenever on or after the Subscription Date, the Company issues or sells, or in accordance
with this Section 4.1 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of
Common Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued
or sold by the Company in connection with any Excluded Securities) for a consideration per share (the “New Issuance Price”)
less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issuance
or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive
Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For purposes of determining
the adjusted Exercise Price under this Section 4.1, the following shall be applicable:


 


(i)       Issuance
of Options. If the Company in any manner grants or sells any Options and the lowest price per share for which one share of
Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities
issuable upon exercise of any such Options is less than the Applicable Price, then such share of Common Stock shall be deemed to
be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Options for such price
per share. For purposes of this Section 4.1(i), the “lowest price per share for which one share of Common Stock is issuable
upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise
of any such Options” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by
the Company with respect to any one share of Common Stock upon the granting or sale of the Options, upon exercise of the Options
and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Options less any consideration
paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Options, upon exercise
of such Options and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Options. No
further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Convertible
Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise
or exchange of such Convertible Securities.


 




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(ii)       Issuance
of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per
share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof is less than the Applicable
Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the
time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 4.1(ii),
the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof”
shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to
any one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of
such Convertible Security less any consideration paid or payable by the Company with respect to such one share of Common Stock
upon the issuance or sale of such Convertible Security and upon conversion, exercise or exchange of such Convertible Security.
No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion,
exercise or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon
exercise of any Options for which adjustment of the Exercise Price has been or is to be made pursuant to other provisions of this
Section 4.1, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.


 


(iii)       Change
in Option Price or Rate of Conversion. If the purchase price provided for in any Options, the additional consideration, if
any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible
Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time pursuant
to the terms of such Options or Convertible Securities, the Exercise Price in effect at the time of such increase or decrease
shall be adjusted to the Exercise Price that would have been in effect at such time had such Options or Convertible Securities
provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as
the case may be, at the time initially granted, issued or sold. For purposes of this Section 4.1(iii), if the terms of any Option
or Convertible Security that was outstanding as of the Subscription Date are increased or decreased in the manner described in
the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon
exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment
pursuant to this Section 4.1(a) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.
For the avoidance of doubt, no adjustment in the Exercise Price shall be made pursuant to this Section 4.1(iii) as a result of
any modification of the terms of any Options or Convertible Securities after their date of issuance.


 


(iv)       Calculation
of Consideration Received. In case any Option is issued in connection with the issuance or sale of other securities of the
Company, together comprising one integrated transaction, (x) the Options will be deemed to have been issued for the Option Value
of such Options and (y) the other securities issued or sold in such integrated transaction shall be deemed to have been issued
or sold for the difference of (I) the aggregate consideration received by the Company less any consideration paid or payable by
the Company pursuant to the terms of such other securities of the Company, less (II) the Option Value of such Options; provided,
that if the value determined pursuant to clause (y) above would result in a value less than the par value of the Common Stock,
then the other securities issued or sold in such integrated transaction shall be deemed to have been issued or sold for the par
value of the Common Stock. If any shares of Common Stock, Options or Convertible Securities are issued or sold or deemed to have
been issued or sold for cash, the consideration received therefor will be deemed to be the net amount received by the Company
therefor. If any shares of Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash,
the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration
consists of publicly traded securities, in which case the amount of consideration received by the Company will be the Closing
Sale Price of such publicly traded securities on the date of receipt of such publicly traded securities. If any shares of Common
Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in
which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion
of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible
Securities, as the case may be. The fair value of any consideration other than cash or publicly traded securities will be determined
jointly by the Company and the Required Holders. If such parties are unable to reach agreement within ten (10) days after the
occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will
be determined within five (5) Business Days after the tenth (10th) day following the Valuation Event by an independent, reputable
appraiser jointly selected by the Company and the Required Holders. The determination of such appraiser shall be final and binding
upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.


 




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(v)       Record
Date. If the Company takes a record of the holders of Common Stock for the purpose of entitling them (A) to receive a dividend
or other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B) to subscribe for or purchase
shares of Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issuance
or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of
such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.


 


(vi)       No
Modification. So long as any of the Warrants are outstanding, the Company shall not amend, modify or change the terms of any
Options or Convertible Securities (whether issued on, prior or after the Subscription Date) to lower the exercise price or conversion
price thereof.


 


4.2         Adjustment
upon Subdivision or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any
stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into
a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced
and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines
(by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller
number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the
number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 4.2 shall become effective
at the close of business on the date the subdivision or combination becomes effective.


 


4.3          Purchase
Rights. In addition to any adjustments pursuant to Section 4.1 above, if at any time on or after the Issuance Date and on
or prior to the Expiration Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase
stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase
Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate
Purchase Rights that the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon
complete exercise of the Warrants (without regard to any limitations or restrictions on exercise of the Warrants, including without
limitation, the Maximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of
such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined
for the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder's
right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum
Percentage, then the Holder shall not be entitled to participate in such Purchase Right to such extent (and shall not be entitled
to beneficial ownership of such Common Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and
such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times as its right
thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times
the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any
subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).


 




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4.4          Rights
upon Distribution of Assets. In addition to any adjustments pursuant to Section 4.1 above, if, on or after the Issuance Date
and on or prior to the Expiration Date, the Company shall declare or make any dividend or other distribution of its assets (or
rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without
limitation, any distribution of cash, stock or other securities, property, options, evidence of indebtedness or any other assets
by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(a “Distribution”), at any time after the issuance of the Warrants, then, in each such case, the Holder shall
be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder
had held the number of shares of Common Stock acquirable upon complete exercise of the Warrants (without regard to any limitations
or restrictions on exercise of the Warrants, including without limitation, the Maximum Percentage) immediately before the date
on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares
of Common Stock are to be determined for the participation in such Distribution (provided, however, that to the
extent that the Holder's right to participate in any such Distribution would result in the Holder and the other Attribution Parties
exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to such extent (and
shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial
ownership) to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until
such time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum
Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such
initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no
such limitation).


 




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4.5         Fundamental
Transaction. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes
in writing all of the obligations of the Company under the Warrants in accordance with the provisions of this Section 4.5, including
agreements to deliver to the Holder in exchange for the Warrants a security of the Successor Entity evidenced by a written instrument
substantially similar in form and substance to the Warrants, including, without limitation, that is exercisable for a corresponding
number of shares of capital stock equivalent to the shares of Common Stock acquirable and receivable upon exercise of the Warrants
(without regard to any limitations on the exercise of the Warrants) prior to such Fundamental Transaction, and with an exercise
price that applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of
the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such adjustments
to the number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of the
Warrants immediately prior to the consummation of such Fundamental Transaction). Upon the consummation of each Fundamental Transaction,
the Successor Entity shall succeed to, and be substituted for the Company (so that from and after the date of the applicable Fundamental
Transaction, the provisions of the Warrants and the other Transaction Documents referring to the “Company” shall refer
instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations
of the Company under the Warrants with the same effect as if such Successor Entity had been named as the Company herein. Upon
consummation of each Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be
issued upon exercise of the Warrants at any time after the consummation of the applicable Fundamental Transaction, in lieu of
the shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections
4.3 and 4.4 above, which shall continue to be receivable thereafter)) issuable upon the exercise of the Warrants prior to the
applicable Fundamental Transaction, such shares of common stock (or its equivalent) of the Successor Entity (including its Parent
Entity) that the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had the
Warrants been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the
exercise of the Warrants), as adjusted in accordance with the provisions of the Warrants. Notwithstanding the foregoing, and without
limiting Section 3.3.10 hereof, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive
this Section 4.4 to permit the Fundamental Transaction without the assumption of the Warrants. In addition to and not in substitution
for any other rights hereunder, prior to the consummation of each Fundamental Transaction pursuant to which holders of shares
of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock (a
“Corporate Event”), the Company shall make appropriate provision to insure that the Holder will thereafter
have the right to receive upon an exercise of the Warrants at any time after the consummation of the applicable Fundamental Transaction
but prior to the Expiration Date, in lieu of the shares of the Common Stock (or other securities, cash, assets or other property
(except such items still issuable under Sections 4.3 and 4.4 above, which shall continue to be receivable thereafter)) issuable
upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of stock, securities, cash, assets or any
other property whatsoever (including warrants or other purchase or subscription rights) (collectively, the “Corporate
Event Consideration”) that the Holder would have been entitled to receive upon the happening of the applicable Fundamental
Transaction had the Warrants been exercised immediately prior to the applicable Fundamental Transaction (without regard to any
limitations on the exercise of the Warrants). The provision made pursuant to the preceding sentence shall be in a form and substance
reasonably satisfactory to the Holder. The provisions of this Section 4.5 shall apply similarly and equally to successive Fundamental
Transactions and Corporate Events. Notwithstanding the foregoing, in the event of a Change of Control at the request of the Holder
delivered before the 30th day after such Change of Control, the Company (or the Successor Entity) shall purchase this Warrant
from the Holder by paying to the Holder, within five (5) Business Days after such request (or, if later, on the effective date
of the Change of Control), an amount equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on
the effective date of such Change of Control, payable in cash; provided, however, that, if the Change of Control
is not within the Company’s control, including not approved by the Company’s Board of Directors), the Holder shall
only be entitled to receive from the Company or any Successor Entity, as of the date of consummation of such Change of Control,
the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of
the Warrants, that is being offered and paid to the holders of Common Stock of the Company in connection with the Change of Control,
whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are
given the choice to receive from among alternative forms of consideration in connection with the Change of Control.


 




    	 	18	 



     


    

 


4.6         Voluntary
Adjustment by the Company. The Company may at any time during the term of the Warrants reduce the then current Exercise Price
to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 


4.7          Notices.


 


4.7.1       Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 4, the Company shall give
prompt written notice thereof to the Warrant Agent, which notice shall set forth the Exercise Price after such adjustment and set
forth a brief statement of the facts requiring such adjustment. The Company agrees that it will provide the Warrant Agent with
any new or amended exercise terms. The Warrant Agent shall have no obligation under any Section of this Warrant Agreement to determine
whether an adjustment made hereunder has occurred or are scheduled or contemplated to occur or to calculate any of the adjustments
set forth in this Warrant Agreement.


 


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


 




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4.8          Form
of Warrant. The respective forms of the Five-Year Warrant and the 15-Month Warrant need not be changed because of any adjustment
pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same number of
shares as is stated in the applicable Warrants initially issued pursuant to this Warrant Agreement.


 


4.9          Calculations.
All calculations under this Section 4 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.
For purposes of this Section 4, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall
be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


5.           Transfer
and Exchange of Warrants.


 


5.1          Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, duly endorsed with signatures properly guaranteed and accompanied by appropriate
instructions for transfer. Upon any such transfer, a new Warrant of the same class representing an equal aggregate number of Warrants
shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the
Warrant Agent to the Company from time to time upon the request and at the expense of the Company.


 


5.2          Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange
or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants of the same class as requested
by the registered holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided,
however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate
may be transferred only in whole and only to the Depository, to another nominee of the Depository, to a successor depository,
or to a nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered
for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor
until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating
whether the new Warrants or Warrant Shares must also bear a restrictive legend. Upon any such registration of transfer, the Company
shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant Certificate
or Warrant Certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants.


 


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.




    	 	20	 



     


    

 


5.3          Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange that will result in the
issuance of a warrant certificate for a fraction of a warrant.


 


5.4          Service
Charges. A registered holder shall not incur any service charge for any exchange or registration of transfer of Warrants.


 


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


 


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


 


6.1          No
Rights as Stockholder. Except as otherwise specifically provided herein, a registered holder, solely in its capacity as a
holder of a Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company
for any purpose, nor shall anything contained in this Warrant Agreement be construed to confer upon a registered holder, solely
in its capacity as the registered holder of a Warrant, any of the rights of a stockholder of the Company or any right to vote,
give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to
the issuance to the registered holder of the Warrant Shares that it is then entitled to receive upon the due exercise of a Warrant.
In addition, nothing contained in this Warrant Agreement shall be construed as imposing any liabilities on a registered holder
to purchase any securities (upon exercise of a Warrant or otherwise) or as a stockholder of the Company, whether such liabilities
are asserted by the Company or by creditors of the Company. A Warrant does not entitle the registered holder thereof to any of
the rights of a stockholder.


 


6.2          Lost,
Stolen or Destroyed Warrants. The Warrant Agent shall issue replacement Warrants in a form mutually agreed to by Warrant Agent
and the Company for those certificates alleged to have been lost, stolen or destroyed, upon receipt by Warrant Agent of an open
penalty surety bond satisfactory to it and holding it and Company harmless and, at the Company’s or the Rights Agent’s
request, reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto, absent notice to Warrant
Agent that such certificates have been acquired by a bona fide purchaser. Warrant Agent may, at its option, issue replacement
Warrants for mutilated certificates upon presentation thereof without such indemnity.


 




    	 	21	 



     


    

 


6.3          Authorized
Shares. The Company covenants that, during the period the Warrants are outstanding, the Company shall at all times keep reserved
for issuance under the Warrants a number of shares of Common Stock at least equal to 100% of the maximum number of shares of Common
Stock as shall be necessary to satisfy the Company’s obligation to issue shares of Common Stock under the Warrants then
outstanding (without regard to any limitations on exercise) (the “Required Reserve Amount”); provided
that at no time shall the number of shares of Common Stock reserved pursuant to this Section 6.3 be reduced other than in connection
with any exercise of Warrants or such other event covered by Section 4.2.  The Required Reserve Amount (including, without
limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the Warrants based
on the number of shares of Common Stock issuable upon exercise of Warrants held by each holder thereof on the Issuance Date (without
regard to any limitations on exercise) (the “Authorized Share Allocation”). In the event that a holder shall
sell or otherwise transfer any of such holder’s Warrants, each transferee shall be allocated a pro rata portion of such
holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that ceases to hold
any Warrants shall be allocated to the remaining holders of Warrants, pro rata based on the number of shares of Common Stock issuable
upon exercise of the Warrants then held by such holders thereof (without regard to any limitations on exercise). If at any time
while the Warrants remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common
Stock to satisfy its obligation to reserve for issuance the Required Reserve Amount (an “Authorized Share Failure”),
then the Company shall promptly take all action reasonably necessary to increase the Company's authorized shares of Common Stock
to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Warrants then outstanding. Without
limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share
Failure, but in no event later than ninety (90) days after the occurrence of such Authorized Share Failure, the Company shall
hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection
with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts
to solicit its stockholders' approval of such increase in authorized shares of Common Stock and to cause its board of directors
to recommend to the stockholders that they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized
Share Failure, the Company is able to obtain the written consent of a majority of the shares of its issued and outstanding shares
of Common Stock to approve the increase in the number of authorized shares of Common Stock, the Company may satisfy this obligation
by obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule 14C.


 


6.4          Noncircumvention.
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation or Bylaws,
or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance or sale
of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the
Warrants, and will at all times in good faith carry out all of the provisions of the Warrants and take all action as may be required
to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase
the par value of any shares of Common Stock receivable upon the exercise of the Warrants above the Exercise Price then in effect,
(ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of Common Stock upon the exercise of the Warrants, and (iii) shall, so long as any of the
Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of
Common Stock, solely for the purpose of effecting the exercise of the Warrants, the number of shares of Common Stock as shall
from time to time be necessary to effect the exercise of the Warrants then outstanding (without regard to any limitations on exercise).


 




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7.            Concerning
the Warrant Agent and Other Matters.


 


7.1          Payment
of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the
Warrant Agent in respect of the issuance, transfer or delivery of shares of Common Stock upon the exercise of Warrants, but the
Company or the Warrant Agent shall not be obligated to pay any transfer taxes or charges in respect of the Warrants or such shares
in connection with a transfer to a different holder. The Warrant Agent shall not register any transfer or issue or deliver any
Warrant Certificate(s) unless or until the persons requesting the registration or issuance shall have paid to the Warrant Agent
for the account of the Company the amount of such transfer tax and charges, if any, or shall have established to the reasonable
satisfaction of the Company and the Warrant Agent that such transfer tax and charges, if any, have been paid.


 


7.2          Resignation,
Consolidation, or Merger of Warrant Agent.


 


7.2.1       Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to the Company pursuant
to the notice provisions in Section 8.2 hereof. In the event the transfer agency relationship, if any, in effect between the Company
and the Warrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties
under this Warrant Agreement as of the effective date of such termination. If the office of the Warrant Agent becomes vacant by
resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant
Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such
resignation or incapacity by the Warrant Agent or by the holder of the Warrant (who shall, with such notice, submit his Warrant
for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the
County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether
appointed by the Company or by such court, shall be authorized under applicable laws to exercise the powers of a transfer agent
and subject to supervision or examination by federal or state authorities. After appointment, any successor Warrant Agent shall
be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like
effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary
or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring
to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 


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


 


7.2.3       Merger
or Consolidation of Warrant Agent. Any Person into which the Warrant Agent may be merged or converted or with which it may
be consolidated or any Person resulting from any merger, conversion, or consolidation to which the Warrant Agent shall be a party,
or any Person succeeding to the business of the Warrant Agent, shall be the successor Warrant Agent under this Warrant Agreement
without any further act by the parties.


 




    	 	23	 



     


    

 


7.3         Fees
and Expenses of Warrant Agent.


 


7.3.1       Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder in accordance
with a fee schedule to be mutually agreed upon and will reimburse the Warrant Agent upon demand for all expenditures (including
the reasonable expenses and fees of counsel) and disbursements that the Warrant Agent may reasonably incur in the incurred in the
preparation, delivery, negotiation, amendment, administration and execution of this Warrant Agreement and the exercise and performance
of its duties hereunder.


 


7.3.2       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 Warrant Agreement.


 


7.4         Liability
of Warrant Agent.


 


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


 


7.4.2       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 or omissions as Warrant Agent pursuant
hereto; provided, that such covenant and agreement does not extend to, and the Warrant Agent shall not be indemnified with
respect to, such costs, expenses, losses and damages incurred or suffered by the Warrant Agent as a result of, or arising out of,
its gross negligence, bad faith, or willful misconduct (each as determined in a final, non-appealable judgment of a court of competent
jurisdiction).


 


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


 




    	 	24	 



     


    

 


7.4.4       Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to 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 Warrant Agreement or in any Warrant; nor shall it be responsible to make calculations
under Section 3.3.8 or any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method,
or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall
it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of
Common Stock to be issued pursuant to this Warrant Agreement or any Warrant or as to whether any shares of Common Stock will when
issued be valid and fully paid and nonassessable.


 


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


 


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


 


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


 


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


 


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


 




    	 	25	 



     


    

 


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


 


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


 


(h)       The
Warrant Agent shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating
to any registration statement filed with the Commission or this Warrant Agreement, including without limitation obligations under
applicable regulation or law.


 


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


 


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


 


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


 


(l)       In
the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request
or other communication, paper or document received by the Warrant Agent hereunder, the Warrant Agent, may, in its sole discretion,
refrain from taking any action, and shall be fully protected and shall not be liable in any way to Company, the holder of any Warrant
Certificate or Book-Entry Warrant Certificate or any other person or entity for refraining from taking such action, unless the
Warrant Agent receives written instructions signed by the Company that eliminates such ambiguity or uncertainty to the satisfaction
of Warrant Agent. The foregoing shall not eliminate any liability that the Company may have to any registered holder or holder
of any Warrant Certificate or Book-Entry Warrant Certificate.


 




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7.5          Limitation
on Liability of Warrant Agent. Notwithstanding anything contained herein to the contrary, the Warrant Agent’s aggregate
liability during any term of this Warrant Agreement with respect to, arising from, or arising in connection with this Warrant
Agreement, or from all services provided or omitted to be provided under this Warrant 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. Sections 7.1, 7.3, 7.4, 7.5 and 8.15 shall survive the expiration of the Warrants, the termination
of this Warrant Agreement and the resignation, replacement or removal of the Warrant Agent. The costs and expenses incurred in
enforcing this right of indemnification shall be paid by the Company.


 


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


 


7.7          Opinion
of Counsel. The Company shall provide an opinion of counsel prior to the Issuance Date to set up a reserve of Warrants and
related Common Stock. The opinion shall state that all Warrants or Common Stock, as applicable, are:


 


(1)       registered
under the 1933 Act, or are exempt from such registration, and all appropriate state securities law filings have been made with
respect to the warrants or shares; and


 


(2)       validly
issued, fully paid and non-assessable.


 


8.         
  Miscellaneous Provisions.


 


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


 




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8.2          Notices.
Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by the holder
of any Warrant to or on the Company shall be in writing and delivered by hand or sent by registered or certified mail or overnight
courier service addressed (until another address is filed in writing by the Company with the Warrant Agent), or by facsimile transmission
(as long as the sender maintains a fax delivery report confirming receipt by the recipient and is considered delivered when sent
or if after normal business hours the next Business Day) or by email (as long as no bounce back is received by the sender), as
follows:


 


Outlook Therapeutics, Inc.

7 Clarke Drive

Cranbury, NJ 08512

Attn: Lawrence A. Kenyon


 


Any notice, statement or demand authorized by this Warrant Agreement
to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be in writing and delivered
by hand or overnight courier service addressed (until another address is filed in writing by the Warrant Agent with the Company)
as follows:


 


American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11219

Attn: Reorg Department


 


8.3          Jurisdiction.
The validity, interpretation, and performance of this Warrant Agreement and of the Warrants shall be governed in all respects
by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising
out of or relating in any way to this Warrant Agreement shall be brought and enforced in the courts of the State of New York or
the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenience
forum. Any such 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 8.2 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.


 


8.4          Persons
Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from
any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than
the parties hereto and the registered holders of the Warrants, any right, remedy, or claim under or by reason of this Warrant
Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises,
and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto and their
successors and assigns and of the registered holders of the Warrants.


 


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


 




    	 	28	 



     


    

 


8.6          Counterparts.
This Warrant Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
A signature to this Warrant Agreement transmitted electronically shall have the same authority, effect, and enforceability as
an original signature.


 


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


 


8.8         Amendments.
All modifications or amendments, including any amendment to increase the Warrant Price or shorten the applicable Exercise Period,
shall require the written consent of the registered holders of Warrants equal to at least 67% of the Warrant Shares issuable upon
exercise of all then outstanding Warrants; provided, however, that any modification or amendment that applies only to the
Five-Year Warrants or the 15-Month Warrants, as the case may be, shall require only the written consent of the registered holders
of the applicable Warrants equal to at least 67% of the Warrant Shares issuable upon exercise of all then outstanding Warrants
of the applicable class. As a condition precedent to the Warrant Agent’s execution of any amendment, the Company shall deliver
to the Warrant Agent a certificate from an Authorized Officer that states that the proposed amendment is in compliance with the
terms of this Section 8.8. No consideration shall be offered or paid to any person to amend or consent to a waiver or modification
of any provision of this Warrant Agreement unless the same consideration is also offered to all holders of the Warrants or, in
the case of an amendment, waiver or modification that applies only to the Five-Year Warrants or the 15-Month Warrants, as the
case may be, all holders of such Warrants. Notwithstanding anything in this Warrant Agreement to the contrary, the Warrant Agent
shall not be required to execute any supplement or amendment to this Warrant Agreement that it has determined would adversely
affect its own rights, duties, obligations or immunities under this Warrant Agreement. No supplement or amendment to this Warrant
Agreement shall be effective unless duly executed by the Warrant Agent.


 


8.9          Severability.
Wherever possible, each provision of this Warrant Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant Agreement shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or
the remaining provisions of this Warrant Agreement; provided, however, that if such prohibited and invalid provision shall
adversely affect the rights, immunities, liabilities, duties or obligations of the Warrant Agent, the Warrant Agent shall be entitled
to resign immediately upon written notice to the Company.


 


8.10        Restrictions.
Each registered holder acknowledges that the Warrant Shares acquired upon the exercise of a Warrant, if not registered, and the
registered holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities
laws.


 




    	 	29	 



     


    

 


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


 


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


 


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


 


8.14        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 Warrant Agreement including the fees for services set forth in a mutually agreed upon
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).


 


8.15        Consequential
Damages. Neither party to this Warrant Agreement shall be liable to the other party for any consequential, indirect, special
or incidental damages under any provisions of this Warrant 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.


 


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


 




    	 	30	 



     


    

 


9.            Certain
Definitions. For purposes of this Warrant Agreement, the following terms shall have the following meanings:


 


9.1          “Affiliate”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common
control with, such Person, it being understood for purposes of this definition that “control” of a Person means the
power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors
of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.


 


9.2          “Approved
Stock Plan” means any employee benefit plan that has been approved by a majority of the disinterested members of the
Board of Directors of the Company, pursuant to which the Company’s securities may be issued to any employee, officer or director
for services provided to the Company.


 


9.3          “Attribution
Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder
funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by
the Holder's investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or
any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of
the foregoing and (iv) any other Persons whose beneficial ownership of the Company's Common Stock would or could be aggregated
with the Holder's and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of
the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.


 


9.4          “Bid
Price” means, for any security as of the particular time of determination, the bid price for such security on the Principal
Market as reported by Bloomberg as of such time of determination, or, if the Principal Market is not the principal securities exchange
or trading market for such security, the bid price of such security on the principal securities exchange or trading market where
such security is listed or traded as reported by Bloomberg as of such time of determination, or if the foregoing does not apply,
the bid price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by
Bloomberg as of such time of determination, or, if no bid price is reported for such security by Bloomberg as of such time of determination,
the average of the bid prices of any market makers for such security as reported in the “pink sheets” by OTC Markets
Group Inc. (formerly Pink Sheets LLC) as of such time of determination. If the Bid Price cannot be calculated for a security as
of the particular time of determination on any of the foregoing bases, the Bid Price of such security as of such time of determination
shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to
agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 11.
All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar
transaction during such period.


 




    	 	31	 



     


    

 


9.5          “Black
Scholes Value” means the value of the Warrants based on the Black-Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg determined as of the day immediately following the first public announcement of the applicable Change of
Control, or, if the Change of Control is not publicly announced, the date the Change of Control is consummated, for pricing purposes
and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of
the Warrants as of such date of request, (ii) an expected volatility equal to 100%, (iii) the underlying price per share used in
such calculation shall be the greater of (a) the highest Weighted Average Price during the five (5) Trading Days prior to the closing
of the Change of Control and (b) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration,
if any, being offered in such Change of Control, (iv) a zero cost of borrow and (v) a 360 day annualization factor.


 


9.6          “Bloomberg”
means Bloomberg Financial Markets.


 


9.7          “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law or executive order to remain closed.


 


9.8          “Change
of Control” means any Fundamental Transaction other than (i) any reorganization, recapitalization or reclassification
of the Common Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization
or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly traded securities
and, directly or indirectly, are, in all material respect, the holders of the voting power of the surviving entity (or entities
with the authority or voting power to elect the members of the board of directors (or their equivalent if other than a corporation)
of such entity or entities) after such reorganization, recapitalization or reclassification, (ii) pursuant to a migratory merger
effected solely for the purpose of changing the jurisdiction of incorporation of the Company or (iii) a merger in connection with
a bona fide acquisition by the Company of any Person in which (x) the gross consideration paid, directly or indirectly, by the
Company in such acquisition is not greater than 40% of the Company’s market capitalization as calculated on the date of the
consummation of such merger and (y) such merger does not contemplate a change to the identity of a majority of the board of directors
of the Company. Notwithstanding anything herein to the contrary, any transaction or series of transaction that, directly or indirectly,
results in the Company or the Successor Entity not having Common Stock or common stock, as applicable, registered under the 1934
Act and listed on an Eligible Market shall be deemed a Change of Control.


 


9.9       “Closing
Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price
and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal
Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as
the case may be, then the last bid price or the last trade price, respectively, of such security prior to 4:00:00 p.m., New York
time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such
security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or
trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing
bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for
such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security
by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported
in the OTC Link or “pink sheets” by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.). If the Closing Bid Price
or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid
Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined
by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then
such dispute shall be resolved pursuant to Section 11. All such determinations to be appropriately adjusted for any stock dividend,
stock split, stock combination, reclassification or other similar transaction during the applicable calculation period.


 




    	 	32	 



     


    

 


9.10       “Common
Stock” means (i) the Company’s shares of Common Stock and (ii) any share capital into which such Common Stock shall
have been changed or any share capital resulting from a reclassification of such Common Stock.


 


9.11       “Control”
(including the terms “controlling”, “controlled by” or “under common control with”) means the
possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise.


 


9.12       “Convertible
Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable
or exchangeable for shares of Common Stock.


 


9.13       “Eligible
Market” means The NASDAQ Capital Market, the NYSE American LLC, The NASDAQ Global Select Market, The NASDAQ Global Market
or The New York Stock Exchange, Inc.


 


9.14       “Excluded
Securities” means any shares of Common Stock issued or issuable, or deemed issued or issuable pursuant to Section 4.1:
(i) in connection with any Approved Stock Plan, including, for the avoidance of doubt, the issuance of equity awards (including
Options or Convertible Securities) pursuant to any such Approved Stock Plan after the Subscription Date, (ii) upon exercise of
the Warrants, (iii) upon conversion, exercise, exchange or settlement of any Options or Convertible Securities that are outstanding
on the day immediately preceding the Subscription Date, (iv) upon the issuance of “payment-in-kind”
dividends of additional shares of the Company’s Series A-1 Convertible Preferred Stock, as contemplated by the terms thereof,
and (v) pursuant to acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions approved by the
Board of Directors or a majority of the members of a committee of directors established for such purposes; provided that
any such issuance shall only be to a Person (or to the equity holders of a Person) that is, itself or through its subsidiaries,
an operating company or an asset in a business synergistic with the business of the Company and shall provide to the Company additional
benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities
primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.


 




    	 	33	 



     


    

 


9.15       “Expiration
Date” means the date that is sixty (60) months after the Issuance Date in the case of the Five-Year Warrants and on the
date that is fifteen (15) months after the Issuance Date in the case of the 15-Month Warrants or, if any such date falls on a day
other than a Business Day or on which trading does not take place on the Principal Market (a “Holiday”), the next date
that is not a Holiday, as the same may be extended pursuant to Section 3.3.7.


 


9.16       “Fundamental
Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or
otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving
corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of
the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation
S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be
subject to or have its shares of Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender
or exchange offer that is accepted by the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y) 50%
of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all Subject Entities making or party
to, or Affiliated with any Subject Entities making or party to, such purchase, tender or exchange offer were not outstanding; or
(z) such number of shares of Common Stock such that all Subject Entities making or party to, or Affiliated with any Subject Entity
making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3
under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock purchase agreement or
other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire, either (x) at least
50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated as if any
shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making or party
to, such stock purchase agreement or other business combination were not outstanding; or (z) such number of shares of Common Stock
such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least
50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its shares of Common Stock, (B) that
the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions,
allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial owner”
(as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance,
tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination, reorganization,
recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner
whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding shares of Common
Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock not
held by all such Subject Entities as of the Issuance Date calculated as if any shares of Common Stock held by all such Subject
Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding
shares of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory
short form merger or other transaction requiring other stockholders of the Company to surrender their Common Stock without approval
of the stockholders of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one
or more related transactions, the issuance of or the entering into any other instrument or transaction structured in a manner to
circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this definition
or any portion of this definition that may be defective or inconsistent with the intended treatment of such instrument or transaction.


 




    	 	34	 



     


    

 


9.17        “Group”
means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.


 


9.18       
“Merger Event” means any of the following: (i) a sale, lease or other transfer of all or substantially all assets
of the Company, (ii) any merger or consolidation involving the Company in which the Company is not the surviving entity or in which
the outstanding shares of the Company’s capital stock are otherwise converted into or exchanged for shares of capital stock
or other securities or property of another entity, or (iii) any sale by holders of the outstanding voting equity securities of
the Company in a single transaction or series of related transactions of shares constituting a majority of the outstanding combined
voting power of the Company.


 


9.19        “Option
Value” means the value of an Option based on the Black-Scholes Option Pricing model obtained from the “OV”
function on Bloomberg determined as of the day of the most recent Closing Sale Price of the Common Stock prior to the public announcement
of the pricing of the applicable Option (or, if the pricing is not publicly announced, on the most recent Closing Sale Price of
the Common Stock prior to the pricing of the applicable Option) and reflecting (i) a risk-free interest rate corresponding to the
U.S. Treasury rate for a period equal to the remaining term of the applicable Option as of the applicable date of determination,
(ii) an expected volatility equal to 50%, (iii) an underlying price per share equal to the most recent Closing Sale Price of the
Common Stock prior to the public announcement of the pricing of the applicable Option (or, if the pricing is not publicly announced,
on the most recent Closing Sale Price of the Common Stock prior to the pricing of the applicable Option), (iv) a zero cost of borrow
and (v) a 360-day annualization factor.


 


9.20       
“Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible
Securities.


 


9.21        “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person, including such entity
whose common stock or equivalent equity security is quoted or listed on an Eligible Market (or, if so elected by the Holder, any
other market, exchange or quotation system), or, if there is more than one such Person or such entity, the Person or such entity
designated by the Holder or in the absence of such designation, such Person or entity with the largest public market capitalization
as of the date of consummation of the Fundamental Transaction or Change of Control.


 




    	 	35	 



     


    

 


9.22        “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency thereof.


 


9.23        “Principal
Market” means the principal securities exchange or securities market on which the Common Stock is then traded.


 


9.24        “Standard
Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s
primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.


 


9.25        “Subject
Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.


 


9.26        “Successor
Entity” means one or more Person or Persons (or, if so elected by the Holder, the Company or Parent Entity) formed by,
resulting from or surviving any Fundamental Transaction or Change of Control or one or more Person or Persons (or, if so elected
by the Holder, the Company or the Parent Entity) with which such Fundamental Transaction or Change of Control shall have been entered
into.


 


9.27        “Trading
Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock is then traded.


 


9.28        “Transaction
Documents” means any agreement entered into by and between the Company and the Holder, as applicable.


 


9.29        “Weighted
Average Price” means, for any security as of any date, the dollar volume-weighted average price for such security on
the Principal Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly
announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market
publicly announces is the official close of trading), as reported by Bloomberg through its “Volume at Price” function
or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on
the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time (or such other time
as such market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time
as such market publicly announces is the official close of trading), as reported by Bloomberg, or, if no dollar volume-weighted
average price is reported for such security by Bloomberg for such hours, the average of the highest Closing Bid Price and the lowest
closing ask price of any of the market makers for such security as reported in the OTC Link or “pink sheets” by OTC
Markets Group Inc. (formerly Pink OTC Markets Inc.). If the Weighted Average Price cannot be calculated for a security on a particular
date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as
mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value
of such security, then such dispute shall be resolved pursuant to Section 11 with the term “Weighted Average Price”
being substituted for the term “Exercise Price.” All such determinations shall be appropriately adjusted for any stock
dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation period.


 


[Remainder of page intentionally left
blank. Signature page follows.]


 




    	 	36	 



     


    

 


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


 


	 	OUTLOOK THERAPEUTICS, INC.
	 	 	 
	 	By:	 
	 	Name:	       
	 	Title:	 
	 	 	 
	 	AMERICAN STOCK TRANSFER &  TRUST COMPANY, LLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Warrant Agreement]


 




     

     


    

 


EXHIBIT A


 


[FORM OF FIVE-YEAR WARRANT GLOBAL CERTIFICATE]


 


OUTLOOK THERAPEUTICS, INC.


 


FIVE-YEAR WARRANT CERTIFICATE


 


THIS CERTIFIES THAT, for value received is the registered holder
of a Warrant or Warrants (the “Warrant “) expiring the date sixty (60) months after the Initial Exercisability
Date or, if such date falls on a day other than a Business Day or on which trading does not take place on the Principal Market
(a “Holiday”), the next day that is not a Holiday, subject to extension in certain events (“Expiration
Date”), to purchase                     
fully paid and non-assessable shares (“Shares”) of Common Stock, par value $0.01 per share (“Common
Stock”), of Outlook Therapeutics, Inc., a Delaware corporation (the “Company”). The Warrant entitles
the holder thereof to purchase from the Company such number of shares of Common Stock at the price of $[●] per share (subject
to adjustment), upon surrender of this Warrant Certificate and payment of the Warrant Price to American Stock Transfer & Trust
Company, LLC (the “Warrant Agent”), at its offices designated for such purpose, but only subject to the conditions
set forth herein and in the Warrant Agreement between the Company and the Warrant Agent (as may be amended from time to time, the
“Warrant Agreement”). The Warrant Agreement provides that upon the occurrence of certain events, the Warrant
Price and the number of Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted.
The term “Warrant Price” as used in this Warrant Certificate refers to the price per share of Common Stock at
which Shares may be purchased at the time the Warrant is exercised. Capitalized terms used and not defined herein shall have the
meanings set forth in the Warrant Agreement.


 


No fraction of a Share will be issued upon any exercise of a
Warrant. If the holder of a Warrant would be entitled to receive a fraction of a Share upon any exercise of a Warrant, the Company
shall pay a cash adjustment in respect of such fraction in an amount equal to such fraction multiplied by the Exercise Price.


 


Upon any exercise of the Warrant for less than the total number
of full Shares provided for herein, there shall be issued to the registered holder hereof or the registered holder’s assignee
a new Warrant Certificate covering the number of Shares for which the Warrant has not been exercised, provided that such
holder has previously surrendered this Warrant to the Warrant Agent.


 


Upon surrender of the Warrant Certificate for transfer, properly
endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer, the Warrant Agent shall
register the transfer. A new Warrant Certificate or Warrant Certificates evidencing in the aggregate a like number of Warrants
shall be issued and the old Warrant Certificate shall be canceled.


 


Warrant Certificates, when surrendered to the Warrant Agent,
may be transferred or exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but without payment
of any service charge, for another Warrant Certificate or Warrant Certificates evidencing in the aggregate a like number of Warrants.




     

     


    

 


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


 


This Warrant Certificate does not entitle the registered holder
to any of the rights of a stockholder of the Company.


 


	 	OUTLOOK THERAPEUTICS, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	                  
	 	 	 
	 	COUNTERSIGNED:
	 	 	 
	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
	 	as Warrant Agent
	 	 	 
	 	By:	 
	 	Authorized Officer


 


[Signature page to Warrant Certificate]


 




     

     


    

 


ELECTION TO PURCHASE FORM


 


(to be executed by the registered holder
in order to exercise Warrants)


 


The undersigned registered holder irrevocably elects to exercise
Warrants to                  purchase                 shares of Common Stock represented by this Warrant
Certificate and to purchase such shares of Common Stock issuable upon the exercise of such Warrants, and requests that such shares
shall be issued in the name of





 





 



(PLEASE TYPE OR PRINT NAME AND ADDRESS)





 





 



 





 



 





 






(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to:


 





 



 


(PLEASE PRINT OR TYPE NAME AND ADDRESS)


 


and, at the sole election of the registered holder, if such
number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the
balance of such Warrants be registered in the name of, and delivered to, the registered holder at the address stated below:


 


	Dated:	         	 
	 	 
	 	 
	(SIGNATURE)	 
	 	 
	 	 
	(ADDRESS)	 
	 	 
	 	 
	(TAX IDENTIFICATION NUMBER)	 




     

     


    

 


 


ASSIGNMENT


 


(to be executed by the registered holder
in order to assign Warrants)


 


For Value Received,                                         
hereby sells, assigns, and transfers unto


  





 



(PLEASE TYPE OR PRINT NAME AND ADDRESS)


 





 



 





 



 








 



(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to:


 





 






 


(PLEASE PRINT OR TYPE NAME AND ADDRESS)


 


Warrants to purchase                     
shares of Common Stock represented by this Warrant Certificate, and hereby irrevocably constitutes and appoints                               
Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.


 


	Dated:	 	 


 


	 	 
	(SIGNATURE)	 	 


 


The signature to the assignment of the Subscription Form must
correspond to the name written upon the face of this Warrant Certificate in every particular, without alteration or enlargement
or any change whatsoever, and must be guaranteed by a commercial bank or trust company or a member firm of the American Stock Exchange,
New York Stock Exchange, Pacific Stock Exchange or Chicago Stock Exchange.


 


[Signature page to Warrant Certificate]




     

     


    

 


EXHIBIT B


 


[FORM OF 15-MONTH WARRANT GLOBAL CERTIFICATE]


 


OUTLOOK THERAPEUTICS, INC.


 


15-MONTH WARRANT CERTIFICATE


 


THIS CERTIFIES THAT, for value received is the registered holder
of a Warrant or Warrants (the “Warrant “) expiring the date fifteen (15) months after the Initial Exercisability
Date or, if such date falls on a day other than a Business Day or on which trading does not take place on the Principal Market
(a “Holiday”), the next day that is not a Holiday, subject to extension in certain events (“Expiration
Date”), to purchase                     
fully paid and non-assessable shares (“Shares”) of Common Stock, par value $0.01 per share (“Common
Stock”), of Outlook Therapeutics, Inc., a Delaware corporation (the “Company”). The Warrant entitles
the holder thereof to purchase from the Company such number of shares of Common Stock at the price of $[●] per share (subject
to adjustment), upon surrender of this Warrant Certificate and payment of the Warrant Price to American Stock Transfer & Trust
Company, LLC (the “Warrant Agent”), at its offices designated for such purpose, but only subject to the conditions
set forth herein and in the Warrant Agreement between the Company and the Warrant Agent (as may be amended from time to time, the
“Warrant Agreement”). The Warrant Agreement provides that upon the occurrence of certain events, the Warrant
Price and the number of Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted.
The term “Warrant Price” as used in this Warrant Certificate refers to the price per share of Common Stock at
which Shares may be purchased at the time the Warrant is exercised. Capitalized terms used and not defined herein shall have the
meanings set forth in the Warrant Agreement.


 


No fraction of a Share will be issued upon any exercise of a
Warrant. If the holder of a Warrant would be entitled to receive a fraction of a Share upon any exercise of a Warrant, the Company
shall pay a cash adjustment in respect of such fraction in an amount equal to such fraction multiplied by the Exercise Price.


 


Upon any exercise of the Warrant for less than the total number
of full Shares provided for herein, there shall be issued to the registered holder hereof or the registered holder’s assignee
a new Warrant Certificate covering the number of Shares for which the Warrant has not been exercised, provided that such
holder has previously surrendered this Warrant to the Warrant Agent.


 


Upon surrender of the Warrant Certificate for transfer, properly
endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer, the Warrant Agent shall
register the transfer. A new Warrant Certificate or Warrant Certificates evidencing in the aggregate a like number of Warrants
shall be issued and the old Warrant Certificate shall be canceled.


 


Warrant Certificates, when surrendered to the Warrant Agent,
may be transferred or exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but without payment
of any service charge, for another Warrant Certificate or Warrant Certificates evidencing in the aggregate a like number of Warrants.


 


[Signature page to Warrant Certificate]




     

     


    

 


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


 


This Warrant Certificate does not entitle the registered holder
to any of the rights of a stockholder of the Company.


 


	 	OUTLOOK THERAPEUTICS, INC.
	 	 	 
	 	By:	 
	 	Name:	              
	 	Title:	 
	 	 	 
	 	COUNTERSIGNED:
	 	 	 
	 	 AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
	 	as Warrant Agent
	 	 	 
	 	By:	 
	 	Authorized Officer


 


[Signature page to Warrant Certificate]


 




     

     


    

  


ELECTION TO PURCHASE FORM


 


(to be executed by the registered holder
in order to exercise Warrants)


 


The undersigned registered holder irrevocably elects to exercise
Warrants to                              purchase            shares of Common Stock represented by this Warrant
Certificate and to purchase such shares of Common Stock issuable upon the exercise of such Warrants, and requests that such shares
shall be issued in the name of










 



(PLEASE TYPE OR PRINT NAME AND ADDRESS)


 





 



 





 



 





 



(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to:


 





 



 


(PLEASE PRINT OR TYPE NAME AND ADDRESS)


 


and, at the sole election of the registered holder, if such
number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the
balance of such Warrants be registered in the name of, and delivered to, the registered holder at the address stated below:


 





	Dated:	         	 
	 	 
	 	 
	(SIGNATURE)	 
	 	 
	 	 
	(ADDRESS)	 
	 	 
	 	 
	(TAX IDENTIFICATION NUMBER)	 







     

     


    

 


 ASSIGNMENT


 


(to be executed by the registered holder
in order to assign Warrants)


 


For Value Received,                                         
hereby sells, assigns, and transfers unto










 



(PLEASE TYPE OR PRINT NAME AND ADDRESS)


 





 






 





 










 



(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to:


 





 






 


(PLEASE PRINT OR TYPE NAME AND ADDRESS)


 


Warrants to purchase                     
shares of Common Stock represented by this Warrant Certificate, and hereby irrevocably constitutes and appoints                               
Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.


 


	Dated:	 	 


 


	 	 
	(SIGNATURE)	 	 





 


The signature to the assignment of the Subscription Form must
correspond to the name written upon the face of this Warrant Certificate in every particular, without alteration or enlargement
or any change whatsoever, and must be guaranteed by a commercial bank or trust company or a member firm of the American Stock Exchange,
New York Stock Exchange, Pacific Stock Exchange or Chicago Stock Exchange.


 




    	 	-6-	 



     


    

  


Exhibit C


 


[FORM OF CERTIFICATED FIVE-YEAR WARRANT]


 


OUTLOOK
THERAPEUTICS, INC


 


Five-Year
Warrant To Purchase Common Stock


 


Warrant No.: __________


Number of Shares of Common Stock:_____________


Date of Issuance: April [●], 2019 (“Issuance
Date”)


 


Outlook Therapeutics,
Inc., a company organized under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER],
the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set
forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or
after April [●], 2019 (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on
the Expiration Date, (as defined below), ______________ (_____________) fully paid non-assessable shares of Common Stock (as defined
below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein,
capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange,
transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant
is one of the Five-Year Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain
Underwriting Agreement, dated as of April [●], 2019 (the “Subscription Date”) by and between the Company
and Oppenheimer & Co. Inc. as representative of the several underwriters named therein, (ii) the Company's Registration Statement
on Form S-1 (File number 333-229761) (the “Registration Statement”). This Warrant shall initially be issued
and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”)
shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant
in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.


 




    	 	-7-	 



     


    

 


1.       EXERCISE
OF WARRANT.


 


(a) Mechanics
of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section
1(f)), this Warrant may be exercised by the Holder at any time or times on or after the Initial Exercisability Date, in whole or
in part, by delivery (whether via facsimile, electronic mail or otherwise) of a written notice, in the form attached hereto as
Exhibit A (the “Exercise Notice”), of the Holder's election to exercise this Warrant. Within one (1)
Trading Day following the delivery of the Exercise Notice, the Holder shall make payment to the Company of an amount equal to the
Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being
exercised (the “Aggregate Exercise Price”) in cash by wire transfer of immediately available funds or, if the
provisions of Section 1(d) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless
Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise
hereunder, nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) with respect
to any Exercise Notice be required. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant
Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to
purchase the remaining number of Warrant Shares and the Holder shall not be required to physically surrender this Warrant to the
Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full,
in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date
on which the final Exercise Notice is delivered to the Company. On or before the first (1st) Trading Day following the
date on which the Holder has delivered the applicable Exercise Notice, the Company shall transmit by facsimile or electronic mail
an acknowledgment of confirmation of receipt of the Exercise Notice, in the form attached to the Exercise Notice, to the Holder
and the Company's transfer agent (the “Transfer Agent”). So long as the Holder delivers the Aggregate Exercise
Price (or notice of a Cashless Exercise, if applicable) on or prior to the first (1st) Trading Day following the date
on which the Exercise Notice has been delivered to the Company, then on or prior to the earlier of (i) the second (2nd)
Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case following the date on which
the Exercise Notice has been delivered to the Company, or, if the Holder does not deliver the Aggregate Exercise Price (or notice
of a Cashless Exercise, if applicable) on or prior to the first (1st) Trading Day following the date on which the Exercise
Notice has been delivered to the Company, then on or prior to the first (1st) Trading Day following the date on which
the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered (such earlier date, or if later, the earliest day
on which the Company is required to deliver Warrant Shares pursuant to this Section 1(a), the “Share Delivery Date”),
the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”)
Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant
to such exercise to the Holder's or its designee's balance account with DTC through its Deposit / Withdrawal At Custodian system,
or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by
overnight courier to the address or e-mail address as specified in the Exercise Notice, evidence of credit of book-entry shares,
registered in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant
to such exercise. If the Company fails for any reason to deliver to such registered holder or Participant, as the case may be,
the Warrant Shares subject to an exercise notice by the Share Delivery Date, the Company shall pay to the registered holder, in
cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the Weighted
Average Price of the Common Stock on the date of the applicable exercise notice), $10 per Trading Day (increasing to $20 per Trading
Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Date
until such Warrant Shares are delivered or the registered holder rescinds such exercise. The Company shall be responsible for all
fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any,
including without limitation for same day processing. Upon delivery of the Exercise Notice, the Holder shall be deemed for all
corporate purposes to have become the holder of record and beneficial owner of the Warrant Shares with respect to which this Warrant
has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery
of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is physically delivered to the Company
in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted
for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable
and in no event later than three (3) Trading Days after any exercise and at its own expense, issue and deliver to the Holder (or
its designee) a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable
immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is
exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the Company shall pay a
cash adjustment equal to such fraction multiplied by the Exercise Price. The Company shall pay any and all transfer, stamp, issuance
and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Transfer Agent) that may be payable
with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and
deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective
of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery
of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination;
provided, however, that the Company shall not be required to deliver Warrant Shares with respect to an exercise prior
to the Holder’s delivery of the Aggregate Exercise Price (or notice of a Cashless Exercise) with respect to such exercise.


 




    	 	-8-	 



     


    

 


(b) Exercise
Price. For purposes of this Warrant, “Exercise Price” means $[●] per share, subject to adjustment
as provided herein.


 


(c) Company's
Failure to Timely Deliver Securities. If either (I) the Company shall fail for any reason or for no reason on or prior to the
applicable Share Delivery Date, if (x) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program,
to issue to the Holder by book-entry credit the number of shares of Common Stock to which the Holder is entitled and register such
Common Stock on the Company's share register or (y) the Transfer Agent is participating in the DTC Fast Automated Securities Transfer
Program, to credit the Holder's balance account with DTC, for such number of shares of Common Stock to which the Holder is entitled
upon the Holder's exercise of this Warrant or (II) a registration statement (which may be the Registration Statement) covering
the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant
Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares and (x) the
Company fails to promptly, but in no event later than one (1) Business Day after such registration statement becomes unavailable,
to so notify the Holder and (y) the Company is unable to deliver the Exercise Notice Warrant Shares electronically without any
restrictive legend by crediting such aggregate number of Exercise Notice Warrant Shares to the Holder’s or its designee’s
balance account with DTC through its Deposit / Withdrawal At Custodian system (the event described in the immediately foregoing
clause (II) is hereinafter referred to as a “Notice Failure” and, together with the event described in clause
(I) above, an “Exercise Failure”), then, in addition to all other remedies available to the Holder, if on or
prior to the applicable Share Delivery Date either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities
Transfer Program, the Company shall fail to issue by book-entry credit to the Holder and register such shares of Common Stock on
the Company's share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program,
credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the
Holder's exercise hereunder or pursuant to the Company's obligation pursuant to clause (ii) below or (II) a Notice Failure occurs,
and if on or after such Trading Day the Holder is required by its broker to purchase (in an open market transaction or otherwise)
or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder
of the Warrant Shares that the Holder anticipated receiving upon such exercise from the Company (a “Buy-In”),
then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including
brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased exceeds (y) the amount
obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with
the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B)
at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such
exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares
of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder.
For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an
attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under
clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide
the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company,
evidence of the amount of such loss. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder,
at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the
Company's failure to timely credit by book entry the Warrant Shares (or to electronically deliver such Warrant Shares) upon the
exercise of this Warrant as required pursuant to the terms hereof. While this Warrant is outstanding, the Company shall cause its
transfer agent to participate in the DTC Fast Automated Securities Transfer Program. In addition to the foregoing rights, (i) if
the Company fails to deliver the applicable number of Warrant Shares upon an exercise pursuant to Section 1 by the applicable Share
Delivery Date, then the Holder shall have the right to rescind such exercise in whole or in part and retain and/or have the Company
return, as the case may be, any portion of this Warrant that has not been exercised pursuant to such Exercise Notice; provided
that the rescission of an exercise shall not affect the Company’s obligation to make any payments that have accrued prior
to the date of such notice pursuant to this Section 1(c) or otherwise, and (ii) if a registration statement (which may be the Registration
Statement) covering the issuance or resale of the Warrant Shares that are subject to an Exercise Notice is not available for the
issuance or resale, as applicable, of such Exercise Notice Warrant Shares and the Holder has submitted an Exercise Notice prior
to receiving notice of the non-availability of such registration statement and the Company has not already delivered the Warrant
Shares underlying such Exercise Notice electronically without any restrictive legend by crediting such aggregate number of Warrant
Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account
with DTC through its Deposit / Withdrawal At Custodian system, the Holder shall have the option, by delivery of notice to the Company,
to (x) rescind such Exercise Notice in whole or in part and retain or have returned, as the case may be, any portion of this Warrant
that has not been exercised pursuant to such Exercise Notice; provided that the rescission of an Exercise Notice shall not
affect the Company’s obligation to make any payments that have accrued prior to the date of such notice pursuant to this
Section 1(c) or otherwise, and/or (y) switch some or all of such Exercise Notice from a cash exercise to a Cashless Exercise.


 




    	 	-9-	 



     


    

 





(d) Cashless
Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement (which may be the Registration
Statement) covering the issuance or resale of the Exercise Notice Warrant Shares is not available for the issuance or resale, as
applicable, of such Exercise Notice Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in
part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of
the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock
determined according to the following formula (a “Cashless Exercise”):


 


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


B


 


For purposes of the foregoing
formula:


 


A= the
total number of shares with respect to which this Warrant is then being exercised.


 


B= as
applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable
Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not
a Trading Day or (2) both executed and delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening of “regular
trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading
Day, (ii) at the option of the Holder, either (y) the Weighted Average Price on the Trading Day immediately preceding the date
of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock as of the time of the Holder’s execution of
the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day
and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours”
on a Trading Day) pursuant to Section 1(a) hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable
Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant
to Section 1(a) hereof after the close of “regular trading hours” on such Trading Day.


 


C= the
Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 






    	 	 -10-	 



     


    

 


The
Company agrees to make all calculations related to a Cashless Exercise and will provide the Warrant Agent with issuance instructions.


 


If
Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that in accordance with Section
3(a)(9) of the 1933 Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and
the holding period of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares. The Company
agrees not to take any position contrary to this Section 1(d). Without limiting the rights of a Holder to receive Warrant
Shares on a “cashless exercise,” and to receive the cash payments contemplated pursuant to Sections 1(a), 1(c)
and 4(b), in no event will the Company be required to pay to the Holder any cash or other consideration or otherwise net cash
settle a Warrant exercise.


 


(e) Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the
Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance
with Section 11.


 


(f) Beneficial
Ownership. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion
of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions
of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect
to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of [4.99%][9.99%]
(the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect
to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by
the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other
Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the
determination of such sentence is being made, but shall exclude the number of shares of Common Stock that would be issuable upon
(A) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of the other Attribution
Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including,
without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially
owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation
contained in this Section 1(f). For purposes of this Section 1(f), beneficial ownership shall be calculated in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes of this Warrant,
in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without
exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the
Company's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public
filing with the Securities and Exchange Commission (the “SEC”), as the case may be, (y) a more recent public
announcement by the Company or (z) any other written notice by the Company or the Transfer Agent setting forth the number of shares
of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice
from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share
Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the
extent that such Exercise Notice would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section
1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased
pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”)
and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the
Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1)
Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding.
In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise
of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which
the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise
of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more
than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934
Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds
the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio,
and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance
of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder
for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease
the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any
such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is
delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties
and not to any other holder of Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of
Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially
owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability
to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph
with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 1(f) to the extent necessary to correct this paragraph
or any portion of this paragraph that may be defective or inconsistent with the intended beneficial ownership limitation contained
in this Section 1(f) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation
contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.


 






    	 	 -11-	 



     


    

 


(g) Required
Reserve Amount.  So long as this Warrant remains outstanding, the Company shall at all times keep reserved for issuance
under this Warrant a number of shares of Common Stock at least equal to 100% of the maximum number of shares of Common Stock as
shall be necessary to satisfy the Company’s obligation to issue shares of Common Stock under the Warrants then outstanding
(without regard to any limitations on exercise) (the “Required Reserve Amount”); provided that at no
time shall the number of shares of Common Stock reserved pursuant to this Section 1(g) be reduced other than in connection with
any exercise of Warrants or such other event covered by Section 2(c) below.  The Required Reserve Amount (including, without
limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the Warrants based
on the number of shares of Common Stock issuable upon exercise of Warrants held by each holder thereof on the Issuance Date (without
regard to any limitations on exercise) (the “Authorized Share Allocation”). In the event that a holder shall
sell or otherwise transfer any of such holder’s Warrants, each transferee shall be allocated a pro rata portion of such holder’s
Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that ceases to hold any Warrants shall
be allocated to the remaining holders of Warrants, pro rata based on the number of shares of Common Stock issuable upon exercise
of the Warrants then held by such holders thereof (without regard to any limitations on exercise).


 


(h) Insufficient
Authorized Shares. If at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized
and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance the Required Reserve Amount (an “Authorized
Share Failure”), then the Company shall promptly take all action reasonably necessary to increase the Company's authorized
shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrant then
outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence
of an Authorized Share Failure, but in no event later than ninety (90) days after the occurrence of such Authorized Share Failure,
the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common
Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable
best efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock and to cause its board
of directors to recommend to the stockholders that they approve such proposal. Notwithstanding the foregoing, if any such time
of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the shares of its issued and
outstanding shares of Common Stock to approve the increase in the number of authorized shares of Common Stock, the Company may
satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule 14C.


 






    	 	 -12-	 



     


    

 


2.           ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from
time to time as follows:


 


(a) Adjustment
Upon Issuance of Common Stock. If and whenever on or after the Subscription Date, the Company issues or sells, or in accordance
with this Section 2 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common
Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued or sold
by the Company in connection with any Excluded Securities) for a consideration per share (the “New Issuance Price”)
less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issuance
or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive
Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For purposes of determining
the adjusted Exercise Price under this Section 2(a), the following shall be applicable:


 


(i) Issuance
of Options. If the Company in any manner grants or sells any Options and the lowest price per share for which one share of
Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities
issuable upon exercise of any such Options is less than the Applicable Price, then such share of Common Stock shall be deemed to
be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Options for such price
per share. For purposes of this Section 2(a)(i), the “lowest price per share for which one share of Common Stock is issuable
upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise
of any such Options” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by
the Company with respect to any one share of Common Stock upon the granting or sale of the Options, upon exercise of the Options
and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Options less any consideration
paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Options, upon exercise
of such Options and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Options. No
further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Convertible
Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise
or exchange of such Convertible Securities.


 


(ii) Issuance
of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per
share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof is less than the Applicable
Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the
time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 2(a)(ii),
the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof”
shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to
any one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of
such Convertible Security less any consideration paid or payable by the Company with respect to such one share of Common Stock
upon the issuance or sale of such Convertible Security and upon conversion, exercise or exchange of such Convertible Security.
No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion,
exercise or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon
exercise of any Options for which adjustment of the Exercise Price has been or is to be made pursuant to other provisions of this
Section 2(a), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.


 






    	 	 -13-	 



     


    

 


(iii) Change
in Option Price or Rate of Conversion. If the purchase price provided for in any Options, the additional consideration, if any,
payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities
are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time pursuant to
the terms of such Options or Convertible Securities, the Exercise Price in effect at the time of such increase or decrease shall
be adjusted to the Exercise Price, that would have been in effect at such time had such Options or Convertible Securities provided
for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case
may be, at the time initially granted, issued or sold. For purposes of this Section 2(a)(iii), if the terms of any Option or Convertible
Security that was outstanding as of the Subscription Date are increased or decreased in the manner described in the immediately
preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion
or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to
this Section 2(a) shall be made if such adjustment would result in an increase of the Exercise Price then in effect. For the avoidance
of doubt, no adjustment in the Exercise Price shall be made pursuant to this Section 2(a)(iii) as a result of any modification
of the terms of any Options or Convertible Securities after their date of issuance.


 


(iv) Calculation
of Consideration Received. In case any Option is issued in connection with the issuance or sale of other securities of the
Company, together comprising one integrated transaction, (x) the Options will be deemed to have been issued for the Option Value
of such Options and (y) the other securities issued or sold in such integrated transaction shall be deemed to have been issued
or sold for the difference of (I) the aggregate consideration received by the Company less any consideration paid or payable by
the Company pursuant to the terms of such other securities of the Company, less (II) the Option Value of such Options; provided,
that if the value determined pursuant to clause (y) above would result in a value less than the par value of the Common Stock,
then the other securities issued or sold in such integrated transaction shall be deemed to have been issued or sold for the par
value of the Common Stock. If any shares of Common Stock, Options or Convertible Securities are issued or sold or deemed to have
been issued or sold for cash, the consideration received therefor will be deemed to be the net amount received by the Company
therefor. If any shares of Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash,
the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration
consists of publicly traded securities, in which case the amount of consideration received by the Company will be the Closing
Sale Price of such publicly traded securities on the date of receipt of such publicly traded securities. If any shares of Common
Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in
which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion
of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible
Securities, as the case may be. The fair value of any consideration other than cash or publicly traded securities will be determined
jointly by the Company and the Required Holders. If such parties are unable to reach agreement within ten (10) days after the
occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will
be determined within five (5) Business Days after the tenth (10th) day following the Valuation Event by an independent,
reputable appraiser jointly selected by the Company and the Required Holders. The determination of such appraiser shall be final
and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.


 


(v) Record
Date. If the Company takes a record of the holders of Common Stock for the purpose of entitling them (A) to receive a dividend
or other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B) to subscribe for or purchase
shares of Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issuance
or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of
such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.


 





 (vi) No
Modification. So long as any of the Warrants are outstanding, the Company shall not amend, modify or change the terms of any
Options or Convertible Securities (whether issued on, prior or after the Subscription Date) to lower the exercise price or conversion
price thereof.







 


(b) Voluntary
Adjustment by Company. The Company may at any time during the term of this Warrant reduce the then current Exercise Price to
any amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 






    	 	 -14-	 



     


    

 


(c) Adjustment
upon Subdivision or Combination of Common Stock. If the Company at any time on or after the Subscription Date subdivides (by
any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into
a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced
and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Subscription Date
combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into
a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased
and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(c) shall become effective
at the close of business on the date the subdivision or combination becomes effective.


 


3.           RIGHTS
UPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 above, if, on or after the Subscription Date
and on or prior to the Expiration Date, the Company shall declare or make any dividend or other distribution of its assets (or
rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without
limitation, any distribution of cash, stock or other securities, property, options, evidence of indebtedness or any other assets
by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall
be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder
had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations
or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately before the date
on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares
of Common Stock are to be determined for the participation in such Distribution (provided, however, that to the extent
that the Holder's right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding
the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to such extent (and shall not
be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership)
to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or
times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at
which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution
or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).


 


4.           PURCHASE
RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a) Purchase
Rights. In addition to any adjustments pursuant to Section 2 above, if at any time on or after the Subscription Date and on
or prior to the Expiration Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock,
warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”),
then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights that
the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of
this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the
Maximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights,
or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issuance
or sale of such Purchase Rights (provided, however, that to the extent that the Holder's right to participate in
any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the
Holder shall not be entitled to participate in such Purchase Right to such extent (and shall not be entitled to beneficial ownership
of such Common Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and such Purchase Right to such
extent shall be held in abeyance for the benefit of the Holder until such time or times as its right thereto would not result in
the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted
such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to
be held similarly in abeyance) to the same extent as if there had been no such limitation).


 






    	 	 -15-	 



     


    

 


(b) Fundamental
Transaction.  The Company shall not enter into or be party to a
Fundamental Transaction unless the Successor Entity assumes in writing all of the obligations of the Company under this Warrant
in accordance with the provisions of this Section 4(b), including agreements to deliver to the Holder in exchange for this Warrant
a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant,
including, without limitation, that is exercisable for a corresponding number of shares of capital stock equivalent to the shares
of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this
Warrant) prior to such Fundamental Transaction, and with an exercise price that applies the exercise price hereunder to such shares
of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction
and the value of such shares of capital stock, such adjustments to the number of shares of capital stock and such exercise price
being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental
Transaction). Upon the consummation of each Fundamental Transaction, the Successor Entity shall succeed to, and be substituted
for the Company (so that from and after the date of the applicable Fundamental Transaction, the provisions of this Warrant and
the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise
every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect
as if such Successor Entity had been named as the Company herein. Upon consummation of each Fundamental Transaction, the Successor
Entity shall deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant at any time after the
consummation of the applicable Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets
or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable thereafter))
issuable upon the exercise of this Warrant prior to the applicable Fundamental Transaction, such shares of common stock (or its
equivalent) of the Successor Entity (including its Parent Entity) that the Holder would have been entitled to receive upon the
happening of the applicable Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental
Transaction (without regard to any limitations on the exercise of this Warrant), as adjusted in accordance with the provisions
of this Warrant. Notwithstanding the foregoing, and without limiting Section 1(f) hereof, the Holder may elect, at its sole option,
by delivery of written notice to the Company to waive this Section 4(b) to permit the Fundamental Transaction without the assumption
of this Warrant. In addition to and not in substitution for any other rights hereunder, prior to the consummation of each Fundamental
Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect
to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision
to insure that the Holder will thereafter have the right to receive upon an exercise of this Warrant at any time after the consummation
of the applicable Fundamental Transaction but prior to the Expiration Date, in lieu of the shares of the Common Stock (or other
securities, cash, assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue
to be receivable thereafter)) issuable upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of stock,
securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) (collectively,
the “Corporate Event Consideration”) that the Holder would have been entitled to receive upon the happening
of the applicable Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction
(without regard to any limitations on the exercise of this Warrant). The provision made pursuant to the preceding sentence shall
be in a form and substance reasonably satisfactory to the Holder. The provisions of this Section 4(b) shall apply similarly and
equally to successive Fundamental Transactions and Corporate Events. Notwithstanding the foregoing, in the event of a Change of
Control, at the request of the Holder delivered before the 30th day after such Change of Control, the Company (or the Successor
Entity) shall purchase this Warrant from the Holder by paying to the Holder, within five (5) Business Days after such request (or,
if later, on the effective date of the Change of Control), an amount equal to the Black Scholes Value of the remaining unexercised
portion of this Warrant on the effective date of such Change of Control, payable in cash; provided, however, that,
if the Change of Control is not within the Company’s control, including not approved by the Company’s Board of Directors,
the Holder shall only be entitled to receive from the Company or any Successor Entity, as of the date of consummation of such Change
of Control, the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised
portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Change
of Control, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common
Stock are given the choice to receive from among alternative forms of consideration in connection with the Change of Control.


 


5.           NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation or Bylaws,
or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance or sale
of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, and will at all times in good faith carry out all of the provisions of this Warrant and take all action as may be required
to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase
the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect,
(ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as any of the Warrants
are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock,
solely for the purpose of effecting the exercise of the Warrants, the number of shares of Common Stock as shall from time to time
be necessary to effect the exercise of the Warrants then outstanding (without regard to any limitations on exercise).


 






    	 	 -16-	 



     


    

 


6.           WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person's capacity
as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of capital stock of the
Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person's
capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold
consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger,
conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance
to the Holder of the Warrant Shares that such Person is then entitled to receive upon the due exercise of this Warrant. In addition,
nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon
exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices
and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.


 


7.           REISSUANCE
OF WARRANTS.


 


(a) Transfer
of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company
will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the
Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less
than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section
7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.


 


(b) Lost,
Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by
the Holder to the Company in customary form (but without the obligation to post a bond) and, in the case of mutilation, upon surrender
and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section
7(d)) representing the right to purchase the Warrant Shares then underlying this Warrant.


 


(c) Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the
Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the
number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion
of such Warrant Shares as is designated by the Holder at the time of such surrender.


 






    	 	 -17-	 



     


    

 


(d) Issuance
of New Warrants. If this Warrant is not held in global form through DTC (or any successor depository), whenever the Company
is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this
Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying
this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c), the Warrant Shares designated
by the Holder that, when added to the number of shares of Common Stock underlying the other new Warrants issued in connection with
such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as
indicated on the face of such new Warrant that is the same as the Issuance Date, and (iv) shall have the same rights and conditions
as this Warrant.


 


(e) Warrant
Register. If this Warrant is held in global form through DTC (or any successor depository), the Warrant Agent shall register
this Warrant, upon records to be maintained by the Warrant Agent for that purpose (the “Warrant Register”),
in the name of the record Holder hereof from time to time. If this Warrant is not held in global form through DTC (or any successor
depository), the Company and the Warrant Agent may deem and treat the registered Holder of this Warrant as the absolute owner hereof
for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the
contrary.


 


8.           NOTICES.
Whenever notice is required to be given under this Warrant, including, without limitation, an Exercise Notice, unless otherwise
provided herein, such notice shall be given in writing, (i) if delivered (a) from within the domestic United States, by first-class
registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, electronic mail or by facsimile
or (b) from outside the United States, by International Federal Express, electronic mail or facsimile, and (ii) will be deemed
given (A) if delivered by first-class registered or certified mail domestic, three (3) Business Days after so mailed, (B) if delivered
by nationally recognized overnight carrier, one (1) Business Day after so mailed, (C) if delivered by International Federal Express,
two (2) Business Days after so mailed and (D) at the time of transmission, if delivered by electronic mail to each of the email
addresses specified in this Section 8 prior to 5:00 p.m. (New York time) on a Trading Day, (E) the next Trading Day after the date
of transmission, if delivered by electronic mail to each of the email addresses specified in this Section 8 on a day that is not
a Trading Day or later than 5:00 p.m. (New York time) on any Trading Day and (F) if delivered by facsimile, upon electronic confirmation
of receipt of such facsimile, and will be delivered and addressed as follows:


 


(i)         if
to the Company, to:


Outlook Therapeutics, Inc.

7 Clarke Drive

Cranbury, NJ 08512

Attn: Lawrence A. Kenyon


 






    	 	 -18-	 



     


    

 


(ii) if to the Holder, at such
address or other contact information delivered by the Holder to Company or as is on the books and records of the Company.


 


The Company shall provide the Holder with
prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action
and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i)
immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such
adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with
respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of
any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of shares of
Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation; provided
in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided
to the Holder. It is expressly understood and agreed that the time of exercise specified by the Holder in each Exercise Notice
shall be definitive and may not be disputed or challenged by the Company.


 


9.           AMENDMENT
AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended or waived and the Company may
take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained
the written consent of the Holder.


 


10.         GOVERNING
LAW; JURISDICTION; JURY TRIAL. This Warrant shall be governed by and construed and enforced in accordance with, and all questions
concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of
the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of
New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of
New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City
of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is improper. The Company hereby irrevocably waives
personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof
to the Company at the address set forth in Section 8(i) above or such other address as the Company subsequently delivers to the
Holder and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein
shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other
jurisdiction to collect on the Company's obligations to the Holder, to realize on any collateral or any other security for such
obligations, or to enforce a judgment or other court ruling in favor of the Holder. If either party shall commence an action, suit
or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed
by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY
TRANSACTION CONTEMPLATED HEREBY.


 






    	 	 -19-	 



     


    

 


11.           DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant
Shares, the Company shall submit the disputed determinations or arithmetic calculations via facsimile or electronic mail within
two (2) Business Days of receipt of the Exercise Notice or other event giving rise to such dispute, as the case may be, to the
Holder. If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price or the Warrant
Shares within three (3) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then
the Company shall, within two (2) Business Days submit via facsimile or electronic mail (a) the disputed determination of the Exercise
Price to an independent, reputable investment bank selected by the Company and approved by the Holder or (b) the disputed arithmetic
calculation of the Warrant Shares to the Company's independent, outside accountant. The Company shall cause at its expense the
investment bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and
the Holder of the results no later than ten (10) Business Days from the time it receives the disputed determinations or calculations.
Such investment bank's or accountant's determination or calculation, as the case may be, shall be binding upon all parties absent
demonstrable error.


 


12.           REMEDIES,
OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition
to all other remedies available under this Warrant and any other Transaction Documents, at law or in equity (including a decree
of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual
damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges that a breach by it of
its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate.
The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled,
in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic
loss and without any bond or other security being required.


 


13.           TRANSFER.  This
Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the consent of the Company.


 


14.           SEVERABILITY;
CONSTRUCTION; HEADINGS.  If any provision of this Warrant is prohibited
by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise
be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable,
and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Warrant
so long as this Warrant as so modified continues to express, without material change, the original intentions of the parties as
to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not
substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits
that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,
invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the
prohibited, invalid or unenforceable provision(s). This Warrant shall be deemed to be jointly drafted by the Company and the Holder
and shall not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference
and shall not form part of, or affect the interpretation of, this Warrant.


 






    	 	 -20-	 



     


    

 


15.           DISCLOSURE.
Upon receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, unless the Company has in good
faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company
or its subsidiaries, the Company shall contemporaneously with any such receipt or delivery publicly disclose such material, nonpublic
information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains material,
nonpublic information relating to the Company or its subsidiaries, the Company so shall indicate to such Holder contemporaneously
with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters
relating to such notice do not constitute material, nonpublic information relating to the Company or its subsidiaries.


 


16.           WARRANT
AGENT AGREEMENT. If this Warrant is held in global form through DTC (or any successor depositary), this Warrant is issued subject
to the Warrant Agent Agreement. To the extent any provision of this Warrant conflicts with the express provisions of the Warrant
Agent Agreement, the provisions of this Warrant shall govern and be controlling.


 


17.           CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a) “Affiliate”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common
control with, such Person, it being understood for purposes of this definition that “control” of a Person means the
power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors
of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.


 


(b) “Approved
Stock Plan” means any employee benefit plan that has been approved by a majority of the disinterested members of the
Board of Directors of the Company, pursuant to which the Company’s securities may be issued to any employee, officer or director
for services provided to the Company.


 


(c) “Attribution
Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder
funds or managed accounts, currently, or from time to time after the Subscription Date, directly or indirectly managed or advised
by the Holder's investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder
or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any
of the foregoing and (iv) any other Persons whose beneficial ownership of the Company's Common Stock would or could be aggregated
with the Holder's and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of
the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.


 






    	 	 -21-	 



     


    

 


(d) 
“Bid Price” means, for any security as of the particular time of determination, the bid price for such security
on the Principal Market as reported by Bloomberg as of such time of determination, or, if the Principal Market is not the principal
securities exchange or trading market for such security, the bid price of such security on the principal securities exchange or
trading market where such security is listed or traded as reported by Bloomberg as of such time of determination, or if the foregoing
does not apply, the bid price of such security in the over-the-counter market on the electronic bulletin board for such security
as reported by Bloomberg as of such time of determination, or, if no bid price is reported for such security by Bloomberg as of
such time of determination, the average of the bid prices of any market makers for such security as reported in the “pink
sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC) as of such time of determination. If the Bid Price cannot be
calculated for a security as of the particular time of determination on any of the foregoing bases, the Bid Price of such security
as of such time of determination shall be the fair market value as mutually determined by the Company and the Holder. If the Company
and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance
with the procedures in Section 11. All such determinations shall be appropriately adjusted for any stock dividend, stock split,
stock combination or other similar transaction during such period.


 


(e) “Black
Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg determined as of the day immediately following the first public announcement of the applicable Change of
Control, or, if the Change of Control is not publicly announced, the date the Change of Control is consummated, for pricing purposes
and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of
this Warrant as of such date of request, (ii) an expected volatility equal to 100%, (iii) the underlying price per share used in
such calculation shall be the greater of (a) the highest Weighted Average Price during the five (5) Trading Days prior to the closing
of the Change of Control and (b) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration,
if any, being offered in such Change of Control, (iv) a zero cost of borrow and (v) a 360 day annualization factor.


 


(f) “Bloomberg”
means Bloomberg Financial Markets.


 


(g) “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed.


 






    	 	 -22-	 



     


    

 


(h) “Change
of Control” means any Fundamental Transaction other than (i) any reorganization, recapitalization or reclassification
of the Common Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization
or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly traded securities
and, directly or indirectly, are, in all material respect, the holders of the voting power of the surviving entity (or entities
with the authority or voting power to elect the members of the board of directors (or their equivalent if other than a corporation)
of such entity or entities) after such reorganization, recapitalization or reclassification, (ii) pursuant to a migratory merger
effected solely for the purpose of changing the jurisdiction of incorporation of the Company or (iii) a merger in connection with
a bona fide acquisition by the Company of any Person in which (x) the gross consideration paid, directly or indirectly, by the
Company in such acquisition is not greater than 40% of the Company’s market capitalization as calculated on the date of the
consummation of such merger and (y) such merger does not contemplate a change to the identity of a majority of the board of directors
of the Company. Notwithstanding anything herein to the contrary, any transaction or series of transaction that, directly or indirectly,
results in the Company or the Successor Entity not having Common Stock or common stock, as applicable, registered under the 1934
Act and listed on an Eligible Market shall be deemed a Change of Control.


 


(i) “Closing
Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price
and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal
Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as
the case may be, then the last bid price or the last trade price, respectively, of such security prior to 4:00:00 p.m., New York
time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such
security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or
trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing
bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for
such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security
by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported
in the OTC Link or “pink sheets” by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.). If the Closing Bid Price
or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid
Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined
by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then
such dispute shall be resolved pursuant to Section 11. All such determinations to be appropriately adjusted for any stock dividend,
stock split, stock combination, reclassification or other similar transaction during the applicable calculation period.


 


(j) “Common
Stock” means (i) the Company's Common Stock, par value $0.01 per share, and (ii) any capital stock into which
such Common Stock shall have been changed or any capital stock resulting from a reclassification of such Common Stock.


 


(k) “Convertible
Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable
or exchangeable for shares of Common Stock.


 






    	 	 -23-	 



     


    

 


(l) “Eligible
Market” means The NASDAQ Capital Market, the NYSE American LLC, The NASDAQ Global Select Market, The NASDAQ Global Market
or The New York Stock Exchange, Inc.


 


(m) “Excluded
Securities” means any shares of Common Stock issued or issuable, or deemed issued or issuable pursuant to Section 2(a):
(i) in connection with any Approved Stock Plan, including, for the avoidance of doubt, the issuance of equity awards (including
Options or Convertible Securities) pursuant to any such Approved Stock Plan after the Subscription Date, (ii) upon exercise of
the Warrants, (iii) upon conversion, exercise, exchange or settlement of any Options or Convertible Securities that are
outstanding on the day immediately preceding the Subscription Date, (iv) upon the issuance of “payment-in-kind”
dividends of additional shares of the Company’s Series A-1 Convertible Preferred Stock, as contemplated by the terms thereof,
and (v) pursuant to acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions approved by the
Board of Directors or a majority of the members of a committee of directors established for such purposes; provided that
any such issuance shall only be to a Person (or to the equity holders of a Person) that is, itself or through its subsidiaries,
an operating company or an asset in a business synergistic with the business of the Company and shall provide to the Company additional
benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities
primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.


 


(n) “Expiration
Date” means the date sixty (60) months after the Initial Exercisability Date or, if such date falls on a day other than
a Business Day or on which trading does not take place on the Principal Market (a “Holiday”), the next day that
is not a Holiday.


 


(o) “Fundamental
Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or
otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving
corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of
the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation
S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be
subject to or have its shares of Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender
or exchange offer that is accepted by the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y) 50%
of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all Subject Entities making or party
to, or Affiliated with any Subject Entities making or party to, such purchase, tender or exchange offer were not outstanding; or
(z) such number of shares of Common Stock such that all Subject Entities making or party to, or Affiliated with any Subject Entity
making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3
under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock purchase agreement or
other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire, either (x) at least
50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated as if any
shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making or party
to, such stock purchase agreement or other business combination were not outstanding; or (z) such number of shares of Common Stock
such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least
50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its shares of Common Stock, (B) that
the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions,
allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial owner”
(as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance,
tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination, reorganization,
recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner
whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding shares of Common
Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock not
held by all such Subject Entities as of the Subscription Date calculated as if any shares of Common Stock held by all such Subject
Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding
shares of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory
short form merger or other transaction requiring other stockholders of the Company to surrender their Common Stock without approval
of the stockholders of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one
or more related transactions, the issuance of or the entering into any other instrument or transaction structured in a manner to
circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this definition
or any portion of this definition that may be defective or inconsistent with the intended treatment of such instrument or transaction.


 






    	 	 -24-	 



     


    

 


(p) “Group”
means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.


 


(q) “Option
Value” means the value of an Option based on the Black-Scholes Option Pricing model obtained from the “OV”
function on Bloomberg determined as of the day of the most recent Closing Sale Price of the Common Stock prior to the public announcement
of the pricing of the applicable Option (or, if the pricing is not publicly announced, on the most recent Closing Sale Price of
the Common Stock prior to the pricing of the applicable Option) and reflecting (i) a risk-free interest rate corresponding to the
U.S. Treasury rate for a period equal to the remaining term of the applicable Option as of the applicable date of determination,
(ii) an expected volatility equal to 50%, (iii) an underlying price per share equal to the most recent Closing Sale Price of the
Common Stock prior to the public announcement of the pricing of the applicable Option (or, if the pricing is not publicly announced,
on the most recent Closing Sale Price of the Common Stock prior to the pricing of the applicable Option), (iv) a zero cost of borrow
and (v) a 360-day annualization factor.


 






    	 	 -25-	 



     


    

 


(r) “Options”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.


 


(s) “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person, including such entity
whose common stock or equivalent equity security is quoted or listed on an Eligible Market (or, if so elected by the Holder, any
other market, exchange or quotation system), or, if there is more than one such Person or such entity, the Person or such entity
designated by the Holder or in the absence of such designation, such Person or entity with the largest public market capitalization
as of the date of consummation of the Fundamental Transaction or Change of Control.


 


(t) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency thereof.


 


(u) “Principal
Market” means the principal securities exchange or securities market on which the Common Stock is then traded.


 


(v)  “Required
Holders” means the holders of the Warrants representing at least a majority of the shares of Common Stock underlying
the Warrants then outstanding.


 


(w) “Standard
Settlement Period” means the standard settlement period, expressed in a number of Trading Days, for the Company’s
primary trading market or quotation system with respect to the Common Stock that is in effect on the date of receipt of an applicable
Exercise Notice.


 


(x) “Subject
Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.


 


(y) “Successor
Entity” means one or more Person or Persons (or, if so elected by the Holder, the Company or Parent Entity) formed by,
resulting from or surviving any Fundamental Transaction or Change of Control or one or more Person or Persons (or, if so elected
by the Holder, the Company or the Parent Entity) with which such Fundamental Transaction or Change of Control shall have been entered
into.


 


(z) “Trading
Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock is then traded.


 


(aa)  “Transaction
Documents” means any agreement entered into by and between the Company and the Holder, as applicable.


 






    	 	 -26-	 



     


    

 


(bb)  “Warrant
Agent Agreement” means that certain Warrant Agent Agreement, dated as of the Initial Exercise Date, between the Company
and the Warrant Agent. 


 


(cc)  “Warrant
Agent” means American Stock transfer & Trust Company, LLC, a New York limited liability trust company.


 


(dd)  “Weighted
Average Price” means, for any security as of any date, the dollar volume-weighted average price for such security on
the Principal Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly
announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market
publicly announces is the official close of trading), as reported by Bloomberg through its “Volume at Price” function
or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on
the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time (or such other time
as such market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time
as such market publicly announces is the official close of trading), as reported by Bloomberg, or, if no dollar volume-weighted
average price is reported for such security by Bloomberg for such hours, the average of the highest Closing Bid Price and the lowest
closing ask price of any of the market makers for such security as reported in the OTC Link or “pink sheets” by OTC
Markets Group Inc. (formerly Pink OTC Markets Inc.). If the Weighted Average Price cannot be calculated for a security on a particular
date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as
mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value
of such security, then such dispute shall be resolved pursuant to Section 11 with the term “Weighted Average Price”
being substituted for the term “Exercise Price.” All such determinations shall be appropriately adjusted for any stock
dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation period.


 


[Signature Page Follows]


 




    	 	 -27-	 



     


    

 


IN WITNESS WHEREOF,
the Company has caused this Five-Year Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.


 





	 	OUTLOOK THERAPEUTICS, INC.
	 	 	 
	 	By:	  
	 	Name:	
	 	Title:	







 







     


     


    

 


EXHIBIT A


 


EXERCISE NOTICE


TO BE EXECUTED BY THE REGISTERED HOLDER
TO EXERCISE THIS


FIVE-YEAR WARRANT TO PURCHASE COMMON
STOCK


 


OUTLOOK
THERAPEUTICS, INC. 


 


The
undersigned holder hereby exercises the right to purchase _________________ shares of Common Stock (“Warrant Shares”)
of Outlook Therapeutics, Inc., a company organized under the laws of Delaware (the “Company”),
evidenced by the attached Five-Year Warrant to Purchase Common Stock (the “Warrant”). Capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


1. Form of Exercise
Price. The Holder intends that payment of the Exercise Price shall be made as:


 


____________
a “Cash Exercise” with respect to _________________ Warrant Shares; and/or


 


____________
a “Cashless Exercise” with respect to _______________ Warrant Shares.


 


2. Payment of Exercise
Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued
pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance
with the terms of the Warrant.


 


3. Delivery of Warrant
Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant.


 


Date: _______________ __, ______


 





	 	 
	Name of Registered Holder	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 










 




     


     


    

 


ACKNOWLEDGMENT


 


The Company hereby
acknowledges this Exercise Notice and hereby directs American Stock Transfer & Trust Company, LLC to issue the above indicated
number of shares of Common Stock on or prior to the applicable Share Delivery Date.


 





	 	OUTLOOK THERAPEUTICS, INC.
	 	 	 
	 	By:	           
	 	Name:	
	 	Title:	


 




    	 	 -31-	 



     


    

 


Exhibit D


 


[FORM OF CERTIFICATED 15-MONTH WARRANT]


 


OUTLOOK
THERAPEUTICS, INC


 


15-Month
Warrant To Purchase Common Stock


 


Warrant No.:              


Number of Shares of Common Stock:                             


Date of Issuance: April [●], 2019 (“Issuance
Date”)


 


Outlook Therapeutics,
Inc., a company organized under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER],
the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set
forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or
after April [●], 2019 (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on
the Expiration Date, (as defined below), ______________ (_____________) fully paid non-assessable shares of Common Stock (as defined
below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein,
capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange,
transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant
is one of the 15-Month Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to (i) that certain
Underwriting Agreement, dated as of April [●], 2019 (the “Subscription Date”) by and between the Company
and Oppenheimer & Co. Inc. as representative of the several underwriters named therein, (ii) the Company's Registration Statement
on Form S-1 (File number 333-229761) (the “Registration Statement”). This Warrant shall initially be issued
and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”)
shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant
in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.


 






    	 	 -32-	 



     


    

 


1.           EXERCISE
OF WARRANT.


 


(a) Mechanics
of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section
1(f)), this Warrant may be exercised by the Holder at any time or times on or after the Initial Exercisability Date, in whole or
in part, by delivery (whether via facsimile, electronic mail or otherwise) of a written notice, in the form attached hereto as
Exhibit A (the “Exercise Notice”), of the Holder's election to exercise this Warrant. Within one (1)
Trading Day following the delivery of the Exercise Notice, the Holder shall make payment to the Company of an amount equal to the
Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being
exercised (the “Aggregate Exercise Price”) in cash by wire transfer of immediately available funds or, if the
provisions of Section 1(d) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless
Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise
hereunder, nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) with respect
to any Exercise Notice be required. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant
Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to
purchase the remaining number of Warrant Shares and the Holder shall not be required to physically surrender this Warrant to the
Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full,
in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date
on which the final Exercise Notice is delivered to the Company. On or before the first (1st) Trading Day following the
date on which the Holder has delivered the applicable Exercise Notice, the Company shall transmit by facsimile or electronic mail
an acknowledgment of confirmation of receipt of the Exercise Notice, in the form attached to the Exercise Notice, to the Holder
and the Company's transfer agent (the “Transfer Agent”). So long as the Holder delivers the Aggregate Exercise
Price (or notice of a Cashless Exercise, if applicable) on or prior to the first (1st) Trading Day following the date
on which the Exercise Notice has been delivered to the Company, then on or prior to the earlier of (i) the second (2nd)
Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case following the date on which
the Exercise Notice has been delivered to the Company, or, if the Holder does not deliver the Aggregate Exercise Price (or notice
of a Cashless Exercise, if applicable) on or prior to the first (1st) Trading Day following the date on which the Exercise
Notice has been delivered to the Company, then on or prior to the first (1st) Trading Day following the date on which
the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered (such earlier date, or if later, the earliest day
on which the Company is required to deliver Warrant Shares pursuant to this Section 1(a), the “Share Delivery Date”),
the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”)
Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant
to such exercise to the Holder's or its designee's balance account with DTC through its Deposit / Withdrawal At Custodian system,
or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by
overnight courier to the address or e-mail address as specified in the Exercise Notice, evidence of credit of book-entry shares,
registered in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant
to such exercise. If the Company fails for any reason to deliver to such registered holder or Participant, as the case may be,
the Warrant Shares subject to an exercise notice by the Share Delivery Date, the Company shall pay to the registered holder, in
cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the Weighted
Average Price of the Common Stock on the date of the applicable exercise notice), $10 per Trading Day (increasing to $20 per Trading
Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Date
until such Warrant Shares are delivered or the registered holder rescinds such exercise. The Company shall be responsible for all
fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any,
including without limitation for same day processing. Upon delivery of the Exercise Notice, the Holder shall be deemed for all
corporate purposes to have become the holder of record and beneficial owner of the Warrant Shares with respect to which this Warrant
has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date of delivery
of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is physically delivered to the Company
in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted
for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable
and in no event later than three (3) Trading Days after any exercise and at its own expense, issue and deliver to the Holder (or
its designee) a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares issuable
immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is
exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the Company shall pay a
cash adjustment equal to such fraction multiplied by the Exercise Price. The Company shall pay any and all transfer, stamp, issuance
and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Transfer Agent) that may be payable
with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. The Company's obligations to issue and
deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective
of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery
of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination;
provided, however, that the Company shall not be required to deliver Warrant Shares with respect to an exercise prior
to the Holder’s delivery of the Aggregate Exercise Price (or notice of a Cashless Exercise) with respect to such exercise.


 






    	 	 -33-	 



     


    

 


(b) Exercise
Price. For purposes of this Warrant, “Exercise Price” means $[●] per share, subject to adjustment
as provided herein.


 


(c) Company's
Failure to Timely Deliver Securities. If either (I) the Company shall fail for any reason or for no reason on or prior to the
applicable Share Delivery Date, if (x) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program,
to issue to the Holder by book-entry credit the number of shares of Common Stock to which the Holder is entitled and register such
Common Stock on the Company's share register or (y) the Transfer Agent is participating in the DTC Fast Automated Securities Transfer
Program, to credit the Holder's balance account with DTC, for such number of shares of Common Stock to which the Holder is entitled
upon the Holder's exercise of this Warrant or (II) a registration statement (which may be the Registration Statement) covering
the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant
Shares”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares and (x) the
Company fails to promptly, but in no event later than one (1) Business Day after such registration statement becomes unavailable,
to so notify the Holder and (y) the Company is unable to deliver the Exercise Notice Warrant Shares electronically without any
restrictive legend by crediting such aggregate number of Exercise Notice Warrant Shares to the Holder’s or its designee’s
balance account with DTC through its Deposit / Withdrawal At Custodian system (the event described in the immediately foregoing
clause (II) is hereinafter referred to as a “Notice Failure” and, together with the event described in clause
(I) above, an “Exercise Failure”), then, in addition to all other remedies available to the Holder, if on or
prior to the applicable Share Delivery Date either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities
Transfer Program, the Company shall fail to issue by book-entry credit to the Holder and register such shares of Common Stock on
the Company's share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program,
credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the
Holder's exercise hereunder or pursuant to the Company's obligation pursuant to clause (ii) below or (II) a Notice Failure occurs,
and if on or after such Trading Day the Holder is required by its broker to purchase (in an open market transaction or otherwise)
or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder
of the Warrant Shares that the Holder anticipated receiving upon such exercise from the Company (a “Buy-In”),
then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including
brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased exceeds (y) the amount
obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with
the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B)
at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such
exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares
of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder.
For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an
attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under
clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide
the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company,
evidence of the amount of such loss. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder,
at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the
Company's failure to timely credit by book entry the Warrant Shares (or to electronically deliver such Warrant Shares) upon the
exercise of this Warrant as required pursuant to the terms hereof. While this Warrant is outstanding, the Company shall cause its
transfer agent to participate in the DTC Fast Automated Securities Transfer Program. In addition to the foregoing rights, (i) if
the Company fails to deliver the applicable number of Warrant Shares upon an exercise pursuant to Section 1 by the applicable Share
Delivery Date, then the Holder shall have the right to rescind such exercise in whole or in part and retain and/or have the Company
return, as the case may be, any portion of this Warrant that has not been exercised pursuant to such Exercise Notice; provided
that the rescission of an exercise shall not affect the Company’s obligation to make any payments that have accrued prior
to the date of such notice pursuant to this Section 1(c) or otherwise, and (ii) if a registration statement (which may be the Registration
Statement) covering the issuance or resale of the Warrant Shares that are subject to an Exercise Notice is not available for the
issuance or resale, as applicable, of such Exercise Notice Warrant Shares and the Holder has submitted an Exercise Notice prior
to receiving notice of the non-availability of such registration statement and the Company has not already delivered the Warrant
Shares underlying such Exercise Notice electronically without any restrictive legend by crediting such aggregate number of Warrant
Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account
with DTC through its Deposit / Withdrawal At Custodian system, the Holder shall have the option, by delivery of notice to the Company,
to (x) rescind such Exercise Notice in whole or in part and retain or have returned, as the case may be, any portion of this Warrant
that has not been exercised pursuant to such Exercise Notice; provided that the rescission of an Exercise Notice shall not
affect the Company’s obligation to make any payments that have accrued prior to the date of such notice pursuant to this
Section 1(c) or otherwise, and/or (y) switch some or all of such Exercise Notice from a cash exercise to a Cashless Exercise.


 






    	 	 -34-	 



     


    

 


(d) Cashless
Exercise. A Cashless Exercise (as defined below) may occur (i) in whole or in part for a whole number of Warrant
Shares after May [●]1, 2019 (the
“Cashless Date”), if the Weighted Average Price of the Common Stock on any single Trading Day on or after
the Cashless Date and prior to the date of such Cashless Exercise fails to exceed the Exercise Price in effect as of the date
hereof (subject to adjustment for any stock splits, stock dividends, stock combinations, recapitalizations and similar
events) in which event, in lieu of the formula below, the aggregate number of Warrant Shares issuable in such cashless
exercise pursuant to any given Exercise Notice electing to effect a Cashless Exercise shall equal the product of (x) the
aggregate number of Warrant Shares for which the Warrants are exercised as if such exercise were by means of a cash exercise
rather than a Cashless Exercise and (y) 0.50; and (ii) if a
registration statement (which may be the Registration Statement) covering the issuance or resale of the Exercise Notice
Warrant Shares is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares, the Holder
may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise
contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to
receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following
formula (a “Cashless Exercise”):


 


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


B


 


For purposes of the foregoing
formula:


 


A= the
total number of shares with respect to which this Warrant is then being exercised.


 


B= as
applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable
Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not
a Trading Day or (2) both executed and delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening of “regular
trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading
Day, (ii) at the option of the Holder, either (y) the Weighted Average Price on the Trading Day immediately preceding the date
of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock as of the time of the Holder’s execution of
the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day
and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours”
on a Trading Day) pursuant to Section 1(a) hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable
Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant
to Section 1(a) hereof after the close of “regular trading hours” on such Trading Day.


 





 






1 One month
after the Issuance Date.


 






    	 	 -35-	 



     


    

 


C= the
Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 


The
Company agrees to make all calculations related to a Cashless Exercise and will provide the Warrant Agent with issuance instructions.


 


If
Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that in accordance with Section
3(a)(9) of the 1933 Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and
the holding period of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares. The Company
agrees not to take any position contrary to this Section 1(d). Without limiting the rights of a Holder to receive Warrant
Shares on a “cashless exercise,” and to receive the cash payments contemplated pursuant to Sections 1(a), 1(c)
and 4(b), in no event will the Company be required to pay to the Holder any cash or other consideration or otherwise net cash
settle a Warrant exercise.


 


(e) Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the
Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance
with Section 11.


 






    	 	 -36-	 



     


    

 


(f) Beneficial
Ownership. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion
of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions
of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect
to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of [4.99%][9.99%]
(the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect
to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by
the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other
Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the
determination of such sentence is being made, but shall exclude the number of shares of Common Stock that would be issuable upon
(A) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of the other Attribution
Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including,
without limitation, any convertible notes or convertible preferred stock or warrants, including the other Warrants) beneficially
owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation
contained in this Section 1(f). For purposes of this Section 1(f), beneficial ownership shall be calculated in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). For purposes of this Warrant,
in determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without
exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the
Company's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public
filing with the Securities and Exchange Commission (the “SEC”), as the case may be, (y) a more recent public
announcement by the Company or (z) any other written notice by the Company or the Transfer Agent setting forth the number of shares
of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives an Exercise Notice
from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share
Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the
extent that such Exercise Notice would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section
1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased
pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”)
and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the
Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1)
Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding.
In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise
of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which
the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise
of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more
than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934
Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds
the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio,
and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance
of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder
for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease
the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any
such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is
delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties
and not to any other holder of Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of
Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially
owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability
to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph
with respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 1(f) to the extent necessary to correct this paragraph
or any portion of this paragraph that may be defective or inconsistent with the intended beneficial ownership limitation contained
in this Section 1(f) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation
contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.


 






    	 	 -37-	 



     


    

 


(g) Required
Reserve Amount.  So long as this Warrant remains outstanding, the Company shall at all times keep reserved for issuance
under this Warrant a number of shares of Common Stock at least equal to 100% of the maximum number of shares of Common Stock as
shall be necessary to satisfy the Company’s obligation to issue shares of Common Stock under the Warrants then outstanding
(without regard to any limitations on exercise) (the “Required Reserve Amount”); provided that at no
time shall the number of shares of Common Stock reserved pursuant to this Section 1(g) be reduced other than in connection with
any exercise of Warrants or such other event covered by Section 2(c) below.  The Required Reserve Amount (including, without
limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the Warrants based
on the number of shares of Common Stock issuable upon exercise of Warrants held by each holder thereof on the Issuance Date (without
regard to any limitations on exercise) (the “Authorized Share Allocation”). In the event that a holder shall
sell or otherwise transfer any of such holder’s Warrants, each transferee shall be allocated a pro rata portion of such holder’s
Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person that ceases to hold any Warrants shall
be allocated to the remaining holders of Warrants, pro rata based on the number of shares of Common Stock issuable upon exercise
of the Warrants then held by such holders thereof (without regard to any limitations on exercise).


 


(h) Insufficient
Authorized Shares. If at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized
and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance the Required Reserve Amount (an “Authorized
Share Failure”), then the Company shall promptly take all action reasonably necessary to increase the Company's authorized
shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrant then
outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence
of an Authorized Share Failure, but in no event later than ninety (90) days after the occurrence of such Authorized Share Failure,
the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common
Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable
best efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock and to cause its board
of directors to recommend to the stockholders that they approve such proposal. Notwithstanding the foregoing, if any such time
of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the shares of its issued and
outstanding shares of Common Stock to approve the increase in the number of authorized shares of Common Stock, the Company may
satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information Statement on Schedule 14C.


 






    	 	 -38-	 



     


    

 


2.           ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from
time to time as follows:


 


(a) Adjustment
Upon Issuance of Common Stock. If and whenever on or after the Subscription Date, the Company issues or sells, or in accordance
with this Section 2 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common
Stock owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued or sold
by the Company in connection with any Excluded Securities) for a consideration per share (the “New Issuance Price”)
less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issuance
or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive
Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For purposes of determining
the adjusted Exercise Price under this Section 2(a), the following shall be applicable:


 


(i) Issuance
of Options. If the Company in any manner grants or sells any Options and the lowest price per share for which one share of
Common Stock is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities
issuable upon exercise of any such Options is less than the Applicable Price, then such share of Common Stock shall be deemed to
be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Options for such price
per share. For purposes of this Section 2(a)(i), the “lowest price per share for which one share of Common Stock is issuable
upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise
of any such Options” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by
the Company with respect to any one share of Common Stock upon the granting or sale of the Options, upon exercise of the Options
and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Options less any consideration
paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Options, upon exercise
of such Options and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Options. No
further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock or of such Convertible
Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise
or exchange of such Convertible Securities.


 


(ii)  Issuance
of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per
share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof is less than the Applicable
Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the
time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 2(a)(ii),
the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof”
shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to
any one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of
such Convertible Security less any consideration paid or payable by the Company with respect to such one share of Common Stock
upon the issuance or sale of such Convertible Security and upon conversion, exercise or exchange of such Convertible Security.
No further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion,
exercise or exchange of such Convertible Securities, and if any such issuance or sale of such Convertible Securities is made upon
exercise of any Options for which adjustment of the Exercise Price has been or is to be made pursuant to other provisions of this
Section 2(a), no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.


 






    	 	 -39-	 



     


    

 





(iii) Change
in Option Price or Rate of Conversion. If the purchase price provided for in any Options, the additional consideration, if
any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible
Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time pursuant
to the terms of such Options or Convertible Securities, the Exercise Price in effect at the time of such increase or decrease
shall be adjusted to the Exercise Price, that would have been in effect at such time had such Options or Convertible Securities
provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as
the case may be, at the time initially granted, issued or sold. For purposes of this Section 2(a)(iii), if the terms of any Option
or Convertible Security that was outstanding as of the Subscription Date are increased or decreased in the manner described in
the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon
exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment
pursuant to this Section 2(a) shall be made if such adjustment would result in an increase of the Exercise Price then in effect.
For the avoidance of doubt, no adjustment in the Exercise Price shall be made pursuant to this Section 2(a)(iii) as a result of
any modification of the terms of any Options or Convertible Securities after their date of issuance.







 


(iv)
Calculation of Consideration Received. In case any Option is issued in connection with the issuance or sale of other securities
of the Company, together comprising one integrated transaction, (x) the Options will be deemed to have been issued for the Option
Value of such Options and (y) the other securities issued or sold in such integrated transaction shall be deemed to have been
issued or sold for the difference of (I) the aggregate consideration received by the Company less any consideration paid or payable
by the Company pursuant to the terms of such other securities of the Company, less (II) the Option Value of such Options; provided,
that if the value determined pursuant to clause (y) above would result in a value less than the par value of the Common Stock,
then the other securities issued or sold in such integrated transaction shall be deemed to have been issued or sold for the par
value of the Common Stock. If any shares of Common Stock, Options or Convertible Securities are issued or sold or deemed to have
been issued or sold for cash, the consideration received therefor will be deemed to be the net amount received by the Company
therefor. If any shares of Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash,
the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration
consists of publicly traded securities, in which case the amount of consideration received by the Company will be the Closing
Sale Price of such publicly traded securities on the date of receipt of such publicly traded securities. If any shares of Common
Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in
which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion
of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible
Securities, as the case may be. The fair value of any consideration other than cash or publicly traded securities will be determined
jointly by the Company and the Required Holders. If such parties are unable to reach agreement within ten (10) days after the
occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will
be determined within five (5) Business Days after the tenth (10th) day following the Valuation Event by an independent,
reputable appraiser jointly selected by the Company and the Required Holders. The determination of such appraiser shall be final
and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.


 






    	 	 -40-	 



     


    

 


(v) Record
Date. If the Company takes a record of the holders of Common Stock for the purpose of entitling them (A) to receive a dividend
or other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B) to subscribe for or purchase
shares of Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issuance
or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of
such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.


 





(vi) No
Modification. So long as any of the Warrants are outstanding, the Company shall not amend, modify or change the terms of any
Options or Convertible Securities (whether issued on, prior or after the Subscription Date) to lower the exercise price or conversion
price thereof.







 


(b) Voluntary
Adjustment by Company. The Company may at any time during the term of this Warrant reduce the then current Exercise Price to
any amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 


(c) Adjustment
upon Subdivision or Combination of Common Stock. If the Company at any time on or after the Subscription Date subdivides (by
any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into
a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced
and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Subscription Date
combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into
a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased
and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(c) shall become effective
at the close of business on the date the subdivision or combination becomes effective.


 


3.           RIGHTS
UPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 above, if, on or after the Subscription Date
and on or prior to the Expiration Date, the Company shall declare or make any dividend or other distribution of its assets (or
rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without
limitation, any distribution of cash, stock or other securities, property, options, evidence of indebtedness or any other assets
by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall
be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder
had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations
or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately before the date
on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares
of Common Stock are to be determined for the participation in such Distribution (provided, however, that to the extent
that the Holder's right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding
the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to such extent (and shall not
be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership)
to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or
times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at
which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution
or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).


 






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4.           PURCHASE
RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a) Purchase
Rights. In addition to any adjustments pursuant to Section 2 above, if at any time on or after the Subscription Date and on
or prior to the Expiration Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock,
warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”),
then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights that
the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of
this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the
Maximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights,
or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issuance
or sale of such Purchase Rights (provided, however, that to the extent that the Holder's right to participate in
any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the
Holder shall not be entitled to participate in such Purchase Right to such extent (and shall not be entitled to beneficial ownership
of such Common Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and such Purchase Right to such
extent shall be held in abeyance for the benefit of the Holder until such time or times as its right thereto would not result in
the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted
such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to
be held similarly in abeyance) to the same extent as if there had been no such limitation).


 


(b) Fundamental
Transaction. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor
Entity assumes in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section
4(b), including agreements to deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced
by a written instrument substantially similar in form and substance to this Warrant, including, without limitation, that is exercisable
for a corresponding number of shares of capital stock equivalent to the shares of Common Stock acquirable and receivable upon
exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction,
and with an exercise price that applies the exercise price hereunder to such shares of capital stock (but taking into account
the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital
stock, such adjustments to the number of shares of capital stock and such exercise price being for the purpose of protecting the
economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the consummation of
each Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for the Company (so that from and after
the date of the applicable Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring
to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company
and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had
been named as the Company herein. Upon consummation of each Fundamental Transaction, the Successor Entity shall deliver to the
Holder confirmation that there shall be issued upon exercise of this Warrant at any time after the consummation of the applicable
Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property (except such
items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the exercise
of this Warrant prior to the applicable Fundamental Transaction, such shares of common stock (or its equivalent) of the Successor
Entity (including its Parent Entity) that the Holder would have been entitled to receive upon the happening of the applicable
Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without regard
to any limitations on the exercise of this Warrant), as adjusted in accordance with the provisions of this Warrant. Notwithstanding
the foregoing, and without limiting Section 1(f) hereof, the Holder may elect, at its sole option, by delivery of written notice
to the Company to waive this Section 4(b) to permit the Fundamental Transaction without the assumption of this Warrant. In addition
to and not in substitution for any other rights hereunder, prior to the consummation of each Fundamental Transaction pursuant
to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for
shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to insure that the Holder
will thereafter have the right to receive upon an exercise of this Warrant at any time after the consummation of the applicable
Fundamental Transaction but prior to the Expiration Date, in lieu of the shares of the Common Stock (or other securities, cash,
assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable
thereafter)) issuable upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of stock, securities,
cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) (collectively, the
“Corporate Event Consideration”) that the Holder would have been entitled to receive upon the happening of the applicable
Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without regard
to any limitations on the exercise of this Warrant). The provision made pursuant to the preceding sentence shall be in a form
and substance reasonably satisfactory to the Holder. The provisions of this Section 4(b) shall apply similarly and equally to
successive Fundamental Transactions and Corporate Events. Notwithstanding the foregoing, in the event of a Change of Control,
at the request of the Holder delivered before the 30th day after such Change of Control, the Company (or the Successor Entity)
shall purchase this Warrant from the Holder by paying to the Holder, within five (5) Business Days after such request (or, if
later, on the effective date of the Change of Control), an amount equal to the Black Scholes Value of the remaining unexercised
portion of this Warrant on the effective date of such Change of Control, payable in cash; provided, however, that,
if the Change of Control is not within the Company’s control, including not approved by the Company’s Board of Directors,
the Holder shall only be entitled to receive from the Company or any Successor Entity, as of the date of consummation of such
Change of Control, the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised
portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Change
of Control, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common
Stock are given the choice to receive from among alternative forms of consideration in connection with the Change of Control.


 






    	 	 -42-	 



     


    

 


5.           NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation or Bylaws,
or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance or sale
of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, and will at all times in good faith carry out all of the provisions of this Warrant and take all action as may be required
to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase
the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect,
(ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as any of the Warrants
are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock,
solely for the purpose of effecting the exercise of the Warrants, the number of shares of Common Stock as shall from time to time
be necessary to effect the exercise of the Warrants then outstanding (without regard to any limitations on exercise).


 


6.           WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person's capacity
as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of capital stock of the
Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person's
capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold
consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger,
conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance
to the Holder of the Warrant Shares that such Person is then entitled to receive upon the due exercise of this Warrant. In addition,
nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon
exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices
and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.


 


7.           REISSUANCE
OF WARRANTS.


 


(a) Transfer
of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company
will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the
Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less
than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section
7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.


 






    	 	 -43-	 



     


    

 


(b) Lost,
Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by
the Holder to the Company in customary form (but without the obligation to post a bond) and, in the case of mutilation, upon surrender
and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section
7(d)) representing the right to purchase the Warrant Shares then underlying this Warrant.


 


(c) Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the
Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the
number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion
of such Warrant Shares as is designated by the Holder at the time of such surrender.


 


(d) Issuance
of New Warrants. If this Warrant is not held in global form through DTC (or any successor depository), whenever the Company
is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this
Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying
this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c), the Warrant Shares designated
by the Holder that, when added to the number of shares of Common Stock underlying the other new Warrants issued in connection with
such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as
indicated on the face of such new Warrant that is the same as the Issuance Date, and (iv) shall have the same rights and conditions
as this Warrant.


 


(e) Warrant
Register. If this Warrant is held in global form through DTC (or any successor depository), the Warrant Agent shall register
this Warrant, upon records to be maintained by the Warrant Agent for that purpose (the “Warrant Register”),
in the name of the record Holder hereof from time to time. If this Warrant is not held in global form through DTC (or any successor
depository), the Company and the Warrant Agent may deem and treat the registered Holder of this Warrant as the absolute owner hereof
for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the
contrary.


 


8.           NOTICES.
Whenever notice is required to be given under this Warrant, including, without limitation, an Exercise Notice, unless otherwise
provided herein, such notice shall be given in writing, (i) if delivered (a) from within the domestic United States, by first-class
registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, electronic mail or by facsimile
or (b) from outside the United States, by International Federal Express, electronic mail or facsimile, and (ii) will be deemed
given (A) if delivered by first-class registered or certified mail domestic, three (3) Business Days after so mailed, (B) if delivered
by nationally recognized overnight carrier, one (1) Business Day after so mailed, (C) if delivered by International Federal Express,
two (2) Business Days after so mailed and (D) at the time of transmission, if delivered by electronic mail to each of the email
addresses specified in this Section 8 prior to 5:00 p.m. (New York time) on a Trading Day, (E) the next Trading Day after the date
of transmission, if delivered by electronic mail to each of the email addresses specified in this Section 8 on a day that is not
a Trading Day or later than 5:00 p.m. (New York time) on any Trading Day and (F) if delivered by facsimile, upon electronic confirmation
of receipt of such facsimile, and will be delivered and addressed as follows:


 






    	 	 -44-	 



     


    

 


(i)        if
to the Company, to:


Outlook Therapeutics, Inc.

7 Clarke Drive

Cranbury, NJ 08512

Attn: Lawrence A. Kenyon


 


(ii) if to the Holder, at such
address or other contact information delivered by the Holder to Company or as is on the books and records of the Company.


 


The Company shall provide the Holder with
prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action
and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i)
immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such
adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with
respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of
any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of shares of
Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation; provided
in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided
to the Holder. It is expressly understood and agreed that the time of exercise specified by the Holder in each Exercise Notice
shall be definitive and may not be disputed or challenged by the Company.


 


9.           AMENDMENT
AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended or waived and the Company may
take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained
the written consent of the Holder.


 






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10.           GOVERNING
LAW; JURISDICTION; JURY TRIAL. This Warrant shall be governed by and construed and enforced in accordance with, and all questions
concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of
the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of
New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of
New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City
of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is improper. The Company hereby irrevocably waives
personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof
to the Company at the address set forth in Section 8(i) above or such other address as the Company subsequently delivers to the
Holder and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein
shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other
jurisdiction to collect on the Company's obligations to the Holder, to realize on any collateral or any other security for such
obligations, or to enforce a judgment or other court ruling in favor of the Holder. If either party shall commence an action, suit
or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed
by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY
TRANSACTION CONTEMPLATED HEREBY.


 


11.           DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant
Shares, the Company shall submit the disputed determinations or arithmetic calculations via facsimile or electronic mail within
two (2) Business Days of receipt of the Exercise Notice or other event giving rise to such dispute, as the case may be, to the
Holder. If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price or the Warrant
Shares within three (3) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then
the Company shall, within two (2) Business Days submit via facsimile or electronic mail (a) the disputed determination of the Exercise
Price to an independent, reputable investment bank selected by the Company and approved by the Holder or (b) the disputed arithmetic
calculation of the Warrant Shares to the Company's independent, outside accountant. The Company shall cause at its expense the
investment bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and
the Holder of the results no later than ten (10) Business Days from the time it receives the disputed determinations or calculations.
Such investment bank's or accountant's determination or calculation, as the case may be, shall be binding upon all parties absent
demonstrable error.


 


12.           REMEDIES,
OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition
to all other remedies available under this Warrant and any other Transaction Documents, at law or in equity (including a decree
of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual
damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges that a breach by it of
its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate.
The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled,
in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic
loss and without any bond or other security being required.


 






    	 	 -46-	 



     


    

 


13.           TRANSFER.  This
Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the consent of the Company.


 


14.           SEVERABILITY;
CONSTRUCTION; HEADINGS. If any provision of this Warrant is prohibited by law or otherwise determined to be invalid
or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable
shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability
of such provision shall not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified
continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the
prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective
expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred
upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s)
with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable
provision(s). This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against
any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or
affect the interpretation of, this Warrant.


 


15.           DISCLOSURE.
Upon receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, unless the Company has in good
faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company
or its subsidiaries, the Company shall contemporaneously with any such receipt or delivery publicly disclose such material, nonpublic
information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains material,
nonpublic information relating to the Company or its subsidiaries, the Company so shall indicate to such Holder contemporaneously
with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters
relating to such notice do not constitute material, nonpublic information relating to the Company or its subsidiaries.


 


16.           WARRANT
AGENT AGREEMENT. If this Warrant is held in global form through DTC (or any successor depositary), this Warrant is issued subject
to the Warrant Agent Agreement. To the extent any provision of this Warrant conflicts with the express provisions of the Warrant
Agent Agreement, the provisions of this Warrant shall govern and be controlling.


 






    	 	 -47-	 



     


    

 


17.           CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a) “Affiliate”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common
control with, such Person, it being understood for purposes of this definition that “control” of a Person means the
power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the election of directors
of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.


 


(b) “Approved
Stock Plan” means any employee benefit plan that has been approved by a majority of the disinterested members of the
Board of Directors of the Company, pursuant to which the Company’s securities may be issued to any employee, officer or director
for services provided to the Company.


 


(c) “Attribution
Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder
funds or managed accounts, currently, or from time to time after the Subscription Date, directly or indirectly managed or advised
by the Holder's investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder
or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any
of the foregoing and (iv) any other Persons whose beneficial ownership of the Company's Common Stock would or could be aggregated
with the Holder's and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of
the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.


 


(d) 
“Bid Price” means, for any security as of the particular time of determination, the bid price for such security
on the Principal Market as reported by Bloomberg as of such time of determination, or, if the Principal Market is not the principal
securities exchange or trading market for such security, the bid price of such security on the principal securities exchange or
trading market where such security is listed or traded as reported by Bloomberg as of such time of determination, or if the foregoing
does not apply, the bid price of such security in the over-the-counter market on the electronic bulletin board for such security
as reported by Bloomberg as of such time of determination, or, if no bid price is reported for such security by Bloomberg as of
such time of determination, the average of the bid prices of any market makers for such security as reported in the “pink
sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC) as of such time of determination. If the Bid Price cannot be
calculated for a security as of the particular time of determination on any of the foregoing bases, the Bid Price of such security
as of such time of determination shall be the fair market value as mutually determined by the Company and the Holder. If the Company
and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance
with the procedures in Section 11. All such determinations shall be appropriately adjusted for any stock dividend, stock split,
stock combination or other similar transaction during such period.


 


(e) “Black
Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg determined as of the day immediately following the first public announcement of the applicable Change of
Control, or, if the Change of Control is not publicly announced, the date the Change of Control is consummated, for pricing purposes
and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of
this Warrant as of such date of request, (ii) an expected volatility equal to 100%, (iii) the underlying price per share used in
such calculation shall be the greater of (a) the highest Weighted Average Price during the five (5) Trading Days prior to the closing
of the Change of Control and (b) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration,
if any, being offered in such Change of Control, (iv) a zero cost of borrow and (v) a 360 day annualization factor.


 






    	 	 -48-	 



     


    

 


(f) “Bloomberg”
means Bloomberg Financial Markets.


 


(g) “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed.


 


(h) “Change
of Control” means any Fundamental Transaction other than (i) any reorganization, recapitalization or reclassification
of the Common Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization
or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly traded securities
and, directly or indirectly, are, in all material respect, the holders of the voting power of the surviving entity (or entities
with the authority or voting power to elect the members of the board of directors (or their equivalent if other than a corporation)
of such entity or entities) after such reorganization, recapitalization or reclassification, (ii) pursuant to a migratory merger
effected solely for the purpose of changing the jurisdiction of incorporation of the Company or (iii) a merger in connection with
a bona fide acquisition by the Company of any Person in which (x) the gross consideration paid, directly or indirectly, by the
Company in such acquisition is not greater than 40% of the Company’s market capitalization as calculated on the date of the
consummation of such merger and (y) such merger does not contemplate a change to the identity of a majority of the board of directors
of the Company. Notwithstanding anything herein to the contrary, any transaction or series of transaction that, directly or indirectly,
results in the Company or the Successor Entity not having Common Stock or common stock, as applicable, registered under the 1934
Act and listed on an Eligible Market shall be deemed a Change of Control.


 


(i) “Closing
Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price
and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal
Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as
the case may be, then the last bid price or the last trade price, respectively, of such security prior to 4:00:00 p.m., New York
time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such
security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or
trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing
bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for
such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security
by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported
in the OTC Link or “pink sheets” by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.). If the Closing Bid Price
or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid
Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined
by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then
such dispute shall be resolved pursuant to Section 11. All such determinations to be appropriately adjusted for any stock dividend,
stock split, stock combination, reclassification or other similar transaction during the applicable calculation period.


 






    	 	 -49-	 



     


    

 


(j) “Common
Stock” means (i) the Company's Common Stock, par value $0.01 per share, and (ii) any capital stock into which
such Common Stock shall have been changed or any capital stock resulting from a reclassification of such Common Stock.


 


(k) “Convertible
Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable
or exchangeable for shares of Common Stock.


 


(l) “Eligible
Market” means The NASDAQ Capital Market, the NYSE American LLC, The NASDAQ Global Select Market, The NASDAQ Global Market
or The New York Stock Exchange, Inc.


 


(m) “Excluded
Securities” means any shares of Common Stock issued or issuable, or deemed issued or issuable pursuant to Section 2(a):
(i) in connection with any Approved Stock Plan, including, for the avoidance of doubt, the issuance of equity awards (including
Options or Convertible Securities) pursuant to any such Approved Stock Plan after the Subscription Date, (ii) upon exercise
of the Warrants, (iii) upon conversion, exercise, exchange or settlement of any Options or Convertible Securities that are outstanding
on the day immediately preceding the Subscription Date, (iv) upon the issuance of “payment-in-kind”
dividends of additional shares of the Company’s Series A-1 Convertible Preferred Stock, as contemplated by the terms thereof,
and (v) pursuant to acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions approved by the
Board of Directors or a majority of the members of a committee of directors established for such purposes; provided that
any such issuance shall only be to a Person (or to the equity holders of a Person) that is, itself or through its subsidiaries,
an operating company or an asset in a business synergistic with the business of the Company and shall provide to the Company additional
benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities
primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.


 






    	 	 -50-	 



     


    

 


(n) “Expiration
Date” means the date fifteen (15) months after the Initial Exercisability Date or, if such date falls on a day other
than a Business Day or on which trading does not take place on the Principal Market (a “Holiday”), the next
day that is not a Holiday.


 


(o) “Fundamental
Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or
otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving
corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of
the properties or assets of the Company or any of its “significant subsidiaries” (as defined in Rule 1-02 of Regulation
S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be
subject to or have its shares of Common Stock be subject to or party to one or more Subject Entities making, a purchase, tender
or exchange offer that is accepted by the holders of at least either (x) 50% of the outstanding shares of Common Stock, (y) 50%
of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all Subject Entities making or party
to, or Affiliated with any Subject Entities making or party to, such purchase, tender or exchange offer were not outstanding; or
(z) such number of shares of Common Stock such that all Subject Entities making or party to, or Affiliated with any Subject Entity
making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3
under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock purchase agreement or
other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire, either (x) at least
50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated as if any
shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making or party
to, such stock purchase agreement or other business combination were not outstanding; or (z) such number of shares of Common Stock
such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least
50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its shares of Common Stock, (B) that
the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions,
allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial owner”
(as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance,
tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination, reorganization,
recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner
whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding shares of Common
Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock not
held by all such Subject Entities as of the Subscription Date calculated as if any shares of Common Stock held by all such Subject
Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding
shares of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory
short form merger or other transaction requiring other stockholders of the Company to surrender their Common Stock without approval
of the stockholders of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one
or more related transactions, the issuance of or the entering into any other instrument or transaction structured in a manner to
circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this definition
or any portion of this definition that may be defective or inconsistent with the intended treatment of such instrument or transaction.


 






    	 	 -51-	 



     


    

 


(p) “Group”
means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.


 


(q) “Option
Value” means the value of an Option based on the Black-Scholes Option Pricing model obtained from the “OV”
function on Bloomberg determined as of the day of the most recent Closing Sale Price of the Common Stock prior to the public announcement
of the pricing of the applicable Option (or, if the pricing is not publicly announced, on the most recent Closing Sale Price of
the Common Stock prior to the pricing of the applicable Option) and reflecting (i) a risk-free interest rate corresponding to the
U.S. Treasury rate for a period equal to the remaining term of the applicable Option as of the applicable date of determination,
(ii) an expected volatility equal to 50%, (iii) an underlying price per share equal to the most recent Closing Sale Price of the
Common Stock prior to the public announcement of the pricing of the applicable Option (or, if the pricing is not publicly announced,
on the most recent Closing Sale Price of the Common Stock prior to the pricing of the applicable Option), (iv) a zero cost of borrow
and (v) a 360-day annualization factor.


 


(r) “Options”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.


 


(s) “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person, including such entity
whose common stock or equivalent equity security is quoted or listed on an Eligible Market (or, if so elected by the Holder, any
other market, exchange or quotation system), or, if there is more than one such Person or such entity, the Person or such entity
designated by the Holder or in the absence of such designation, such Person or entity with the largest public market capitalization
as of the date of consummation of the Fundamental Transaction or Change of Control.


 


(t) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency thereof.


 


(u) “Principal
Market” means the principal securities exchange or securities market on which the Common Stock is then traded.


 


(v)  “Required
Holders” means the holders of the Warrants representing at least a majority of the shares of Common Stock underlying
the Warrants then outstanding.


 


(w) “Standard
Settlement Period” means the standard settlement period, expressed in a number of Trading Days, for the Company’s
primary trading market or quotation system with respect to the Common Stock that is in effect on the date of receipt of an applicable
Exercise Notice.


 






    	 	 -52-	 



     


    

 


(x) “Subject
Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.


 


(y) “Successor
Entity” means one or more Person or Persons (or, if so elected by the Holder, the Company or Parent Entity) formed by,
resulting from or surviving any Fundamental Transaction or Change of Control or one or more Person or Persons (or, if so elected
by the Holder, the Company or the Parent Entity) with which such Fundamental Transaction or Change of Control shall have been entered
into.


 


(z) “Trading
Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock is then traded.


 


(aa)  “Transaction
Documents” means any agreement entered into by and between the Company and the Holder, as applicable.


 


(bb)  “Warrant
Agent Agreement” means that certain Warrant Agent Agreement, dated as of the Initial Exercise Date, between the Company
and the Warrant Agent. 


 


(cc)  “Warrant
Agent” means American Stock transfer & Trust Company, LLC, a New York limited liability trust company.


 


(dd)  “Weighted
Average Price” means, for any security as of any date, the dollar volume-weighted average price for such security on
the Principal Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly
announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market
publicly announces is the official close of trading), as reported by Bloomberg through its “Volume at Price” function
or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on
the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time (or such other time
as such market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time
as such market publicly announces is the official close of trading), as reported by Bloomberg, or, if no dollar volume-weighted
average price is reported for such security by Bloomberg for such hours, the average of the highest Closing Bid Price and the lowest
closing ask price of any of the market makers for such security as reported in the OTC Link or “pink sheets” by OTC
Markets Group Inc. (formerly Pink OTC Markets Inc.). If the Weighted Average Price cannot be calculated for a security on a particular
date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as
mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value
of such security, then such dispute shall be resolved pursuant to Section 11 with the term “Weighted Average Price”
being substituted for the term “Exercise Price.” All such determinations shall be appropriately adjusted for any stock
dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation period.


 


[Signature Page Follows]


 




    	 	 -53-	 



     


    

 


IN WITNESS WHEREOF,
the Company has caused this 15-Month Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.


 





	 	OUTLOOK THERAPEUTICS, INC.
	 	 	 
	 	By:	            
	 	Name:	 
	 	Title:	 




 







     


     


    

 


EXHIBIT A


 


EXERCISE NOTICE


 


TO BE EXECUTED BY THE REGISTERED HOLDER
TO EXERCISE THIS


15-MONTH WARRANT TO PURCHASE COMMON STOCK


 


OUTLOOK
THERAPEUTICS, INC. 


 


The
undersigned holder hereby exercises the right to purchase _________________ shares of Common Stock (“Warrant Shares”)
of Outlook Therapeutics, Inc., a company organized under the laws of Delaware (the “Company”),
evidenced by the attached 15-Month Warrant to Purchase Common Stock (the “Warrant”). Capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


1. Form of Exercise
Price. The Holder intends that payment of the Exercise Price shall be made as:


 


____________
a “Cash Exercise” with respect to _________________ Warrant Shares; and/or


 


____________
a “Cashless Exercise” with respect to _______________ Warrant Shares.


 


2. Payment of Exercise
Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued
pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance
with the terms of the Warrant.


 


3. Delivery of Warrant
Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant.


 


Date: _______________ __, ______


 





	 	 
	Name of Registered Holder	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 




 




     


     


    

 


ACKNOWLEDGMENT


 


The Company hereby
acknowledges this Exercise Notice and hereby directs American Stock Transfer & Trust Company, LLC to issue the above indicated
number of shares of Common Stock on or prior to the applicable Share Delivery Date.


 





	 	OUTLOOK THERAPEUTICS, INC.
	 	 	 
	 	By:	           
	 	Name:	 
	 	Title:	 


 




     


     


    

 


Exhibit E


 


Form of Warrant Certificate Request Notice


 


WARRANT CERTIFICATE REQUEST NOTICE


 


To: American Stock Transfer &
Trust Company, LLC, as Warrant Agent for Outlook Therapeutics, Inc. (the “Company”)


 


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


 


	 	1.	Name of Holder of Warrants in form of Global Warrants: _____________________________
	 	2.	Name of Holder in Definitive Certificate (if different from name of Holder of Warrants in form of Global Warrants): ________________________________
	 	3.	Number of Warrants in name of Holder in form of Global Warrants: ___________________
	 	4.	Number of Warrants for which Definitive Certificate shall be issued: __________________
	 	5.	Number of Warrants in name of Holder in form of Global Warrants after issuance of Definitive Certificate, if any: ___________
	 	6.	Definitive 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 Definitive Certificate, the Holder is deemed
to have surrendered the number of Warrants in form of Global Warrants in the name of the Holder equal to the number of Warrants
evidenced by the Definitive 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 F


 


Form of Warrant Certificate Request Notice


 


WARRANT CERTIFICATE REQUEST NOTICE


 


To: American Stock Transfer &
Trust Company, LLC, as Warrant Agent for Outlook Therapeutics, Inc. (the “Company”)


 


The undersigned Holder of 15-Month
Common Stock Purchase Warrants (“Warrants”) in the form of Global Warrants issued by the Company hereby elects to receive
a Definitive Certificate evidencing the Warrants held by the Holder as specified below:


 


	 	1.	Name of Holder of Warrants in form of Global Warrants: _____________________________
	 	2.	Name of Holder in Definitive Certificate (if different from name of Holder of Warrants in form of Global Warrants): ________________________________
	 	3.	Number of Warrants in name of Holder in form of Global Warrants: ___________________
	 	4.	Number of Warrants for which Definitive Certificate shall be issued: __________________
	 	5.	Number of Warrants in name of Holder in form of Global Warrants after issuance of Definitive Certificate, if any: ___________
	 	6.	Definitive 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 Definitive Certificate, the Holder is deemed
to have surrendered the number of Warrants in form of Global Warrants in the name of the Holder equal to the number of Warrants
evidenced by the Definitive Certificate.


 


	 	[SIGNATURE OF HOLDER]	 
	 	 	 
	 	Name of Investing Entity:	 
	 	 	 
	 	Signature of Authorized Signatory of Investing Entity:	 
	 	 	 
	 	Name of Authorized Signatory:	 
	 	 	 
	 	Title of Authorized Signatory:	 
	 	 	 
	 	Date: