Exhibit 10.3




 


THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE
COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE
PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


THE
NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS SERIES B WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON
THE FACE HEREOF PURSUANT TO SECTION 1(a) OF THIS SERIES B WARRANT.


 


Aridis
Pharmaceuticals, Inc.


 


Series B
Warrant To Purchase Common Stock


 


Series B Warrant No.:


Date of Issuance: October 14, 2020 (“Issuance
Date”)


Initial Exercise Date: April 14, 2021 (“Initial
Exercise Date”)


 


Aridis Pharmaceuticals, Inc.,
a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, _______, 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, upon exercise of this Series B Warrant to Purchase Common Stock (including any Series B Warrants to Purchase
Common Stock issued in exchange, transfer or replacement hereof, the “Series B Warrant”), at any time or
times on or after the Initial Exercise Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below),
______ (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the
 “Series B Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Series B
Warrant shall have the meanings set forth in Section 17. This Series B Warrant is the Series B Warrant issued pursuant
to (i) Section 1 of that certain Securities Purchase Agreement, dated as of October 13, 2020 (the “Subscription
Date”), by and between the Company and the signatories thereunder, as amended from time to time (the “Securities
Purchase Agreement”).


 






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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 Series B Warrant may be exercised by the Holder on any day on or after the Initial Exercise Date, in whole or in part,
by delivery (whether via facsimile 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 Series B Warrant. No ink-original
Exercise Notice needs to be delivered, nor any medallion guarantee of any Exercise Notice (unless Series B Warrant Shares
are to be registered in a name different from that of Holder). Within one (1) Trading Day following an exercise of this Series B
Warrant as aforesaid, the Holder shall deliver 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 Series B Warrant Shares as to which this Series B Warrant was so exercised
(the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did
not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)).
The Holder shall not be required to deliver the original of this Series B Warrant in order to effect an exercise hereunder.
Execution and delivery of an Exercise Notice with respect to less than all of the Series B Warrant Shares shall have the same
effect as cancellation of the original of this Series B Warrant and issuance of a new Series B Warrant evidencing the
right to purchase the remaining number of Series B Warrant Shares. Execution and delivery of an Exercise Notice for all of
the then-remaining Series B Warrant Shares shall have the same effect as cancellation of the original of this Series B
Warrant after delivery of the Series B Warrant Shares in accordance with the terms hereof. On or before the first (1st)
Trading Day following the date on which the Company has received an Exercise Notice, the Company shall transmit by facsimile or
electronic mail an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B,
to the Holder and the Company’s transfer agent (the “Transfer Agent”), which confirmation shall constitute
an instruction to the Transfer Agent to process such Exercise Notice in accordance with the terms herein. On or before the second
(2nd) Trading Day following the date on which the Company has received such Exercise Notice (or such earlier date as
required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade of such Series B
Warrant Shares initiated on the applicable Exercise Date), the Company shall (i) provided that the Transfer Agent is participating
in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the
Holder, credit such aggregate number of shares of Common Stock 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 (ii) upon
the request of the Holder, issue and deliver (via reputable overnight courier) to the address as specified in the Exercise Notice,
a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder
shall be entitled pursuant to such exercise. Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate
purposes to have become the holder of record of the Series B Warrant Shares with respect to which this Series B Warrant
has been exercised, irrespective of the date such Series B Warrant Shares are credited to the Holder’s DTC account or
the date of delivery of the certificates evidencing such Series B Warrant Shares (as the case may be). If this Series B
Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Series B Warrant
Shares represented by this Series B Warrant submitted for exercise is greater than the number of Series B Warrant Shares
being acquired upon an exercise and upon surrender of this Series B Warrant to the Company by the Holder, then, at the request
of the Holder, the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise
and at its own expense, issue and deliver to the Holder (or its designee) a new Series B Warrant (in accordance with Section 7(d))
representing the right to purchase the number of Series B Warrant Shares purchasable immediately prior to such exercise under
this Series B Warrant, less the number of Series B Warrant Shares with respect to which this Series B Warrant is
exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Series B Warrant, but rather the
number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. 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 Series B Warrant Shares upon exercise of this Series B
Warrant. Notwithstanding the foregoing, except in the case where an exercise of this Series B Warrant is validly made pursuant
to a Cashless Exercise, the Company’s failure to deliver Series B Warrant Shares to the Holder on or prior to the later
of (A) two (2) Trading Days after receipt of the applicable Exercise Notice (or such earlier date as required pursuant
to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade of such Series B Warrant Shares
initiated on the applicable Exercise Date) and (B) one (1) Trading Day after the Company’s receipt of the Aggregate
Exercise Price (or valid notice of a Cashless Exercise) (such later date, the “Share Delivery Deadline”) shall
not be deemed to be a breach of this Series B Warrant, but shall be subject to Section 1(c) below. From the Issuance
Date through and including the Expiration Date, the Company shall maintain a transfer agent that participates in the DTC’s
Fast Automated Securities Transfer Program.


 






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(b)            Exercise
Price. For purposes of this Series B Warrant, “Exercise Price” means $9.00, subject to adjustment as
provided herein.


 


(c)            Company’s
Failure to Timely Deliver Securities. If the Company shall fail, for any reason or for no reason, to issue to the Holder within
three (3) Trading Days after receipt of the applicable Exercise Notice, a certificate for the number of shares of Common Stock
to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or 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 Series B Warrant (as the case may be) (a “Delivery Failure”), then, in addition to all
other remedies available to the Holder, (X) the Company shall pay in cash to the Holder on each day after the Share Delivery
Deadline and during such Delivery Failure an amount equal to 2% of the product of (A) the sum of the number of shares of Common
Stock not issued to the Holder on or prior to the Share Delivery Deadline and to which the Holder is entitled, multiplied by (B) any
trading price of the Common Stock selected by the Holder in writing as in effect at any time during the period beginning on the
applicable Exercise Date and ending on the applicable Share Delivery Deadline, and (Y) the Holder, upon written notice to
the Company, may void its Exercise Notice with respect to, and retain or have returned, as the case may be, any portion of this
Series B Warrant that has not been exercised pursuant to such Exercise Notice; provided that the voiding of an Exercise Notice
shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant
to this Section 1(c) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either
(I) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company shall fail
to issue and deliver to the Holder (or its designee) a certificate 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, the Transfer Agent
shall fail to credit the balance account of the Holder or the Holder’s designee 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 Share Delivery Deadline the Holder
purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder
of all or any portion of the number of shares of Common Stock issuable upon such exercise that the Holder is entitled to receive
from the Company (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company
shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay
cash to the Holder in an amount equal to 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 (including, without limitation, by any other Person in respect, or
on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and
deliver such certificate (and to issue such shares of Common Stock) or credit the balance account of such Holder or such Holder’s
designee, as applicable, with DTC for the number of Series B Warrant Shares to which the Holder is entitled upon the Holder’s
exercise hereunder (as the case may be) (and to issue such Series B Warrant Shares) shall terminate, or (ii) promptly
honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Series B Warrant
Shares or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of
Series B Warrant Shares to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) and
pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of
Series B Warrant Shares multiplied by (B) the lowest Closing Sale Price of the Common Stock on any Trading Day during
the period commencing on the date of the applicable Exercise Notice and ending on the date of such issuance and payment under this
clause (ii) (the “Buy-In Payment Amount”). Nothing shall limit the Holder’s right to pursue any other
remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock
(or to electronically deliver such shares of Common Stock) upon the exercise of this Series B Warrant as required pursuant
to the terms hereof.


 






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(d)            Cashless
Exercise. Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at the time
of exercise hereof a registration statement is not effective (or the prospectus contained therein is not available for use) for
the resale by the Holder of all of the Series B Warrant Shares, then the Holder may, in its sole discretion, exercise this
Series B Warrant in whole or in part by means of a “cashless exercise” (a “Cashless Exercise”)
in which the Holder shall be entitled to receive a number of Series B Warrant Shares equal to the quotient obtained by dividing
[(A-B) (X)] by (A), where:


 


A= as applicable: (i) the
VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise 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 VWAP on the Trading Day immediately preceding the date of the applicable Notice of
Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the
time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise 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
VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of
Exercise 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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B = the Exercise Price then in
effect for the applicable Series B Warrant Shares at the time of such exercise.


 


C = the number of Series B
Warrant Shares that would be issuable upon exercise of this Series B Warrant in accordance with the terms of this Series B
Warrant if such exercise were by means of a cash exercise rather than a Cashless Exercise.


 


If the Series B
Warrant Shares are issued in a Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of
the 1933 Act, the Series B Warrant Shares take on the characteristics of the Series B Warrants being exercised. For purposes
of Rule 144(d) promulgated under the 1933 Act, as in effect on the Subscription Date, it is intended that the Series B
Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the
Series B Warrant Shares shall be deemed to have commenced, on the date this Series B Warrant was originally issued pursuant
to the Securities Purchase Agreement. The Company agrees not to take any position contrary to this Section 1(d).


 


(e)            Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Series B
Warrant Shares to be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Series B
Warrant Shares that are not disputed and resolve such dispute in accordance with Section 13.


 






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(f)            Limitations
on Exercises. The Company shall not effect the exercise of any portion of this Series B Warrant, and the Holder shall
not have the right to exercise any portion of this Series B Warrant, pursuant to the terms and conditions of this Series B
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 9.99% (the “Maximum
Percentage”) of the 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 Series B Warrant with respect to which the determination of such
sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (A) exercise of the remaining,
unexercised portion of this Series B 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 Series B 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 1934 Act. For purposes of determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise
of this Series B 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,
Current Report on Form 8-K or other public filing with 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, if any, 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 Series B Warrant
Shares to be acquired 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 Series B 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 shares of
Common Stock to the Holder upon exercise of this Series B 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. For purposes of clarity, the shares
of Common Stock issuable pursuant to the terms of this Series B 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 Series B 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 which 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 Series B Warrant.


 






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(g)            Reservation
of Shares.


 


(i)            Required
Reserve Amount. So long as this Series B Warrant remains outstanding, the Company shall at all times keep reserved for
issuance under this Series B 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 Series B
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)(i) be reduced other
than proportionally in connection with any exercise or redemption of Series B Warrants or such other event covered by Section 2(a) 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 Series B Warrants based on number of shares of Common Stock issuable upon exercise of Series B
Warrants held by each holder on the Closing Date (without regard to any limitations on exercise) or increase in the number of reserved
shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise
transfer any of such holder’s Series B 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 which ceases to hold any Series B
Warrants shall be allocated to the remaining holders of Series B Warrants, pro rata based on the number of shares of Common
Stock issuable upon exercise of the Series B Warrants then held by such holders (without regard to any limitations on exercise).


 


(ii)            Insufficient
Authorized Shares. If, notwithstanding Section 1(g)(i) above, and not in limitation thereof, at any time while any
of the Series B Warrants remain outstanding, the Company does not have a sufficient number of authorized and unreserved shares
of Common Stock to satisfy its obligation to reserve the Required Reserve Amount (an “Authorized Share Failure”),
then the Company shall immediately take all action 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 all the Series B 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 sixty (60) 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 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. In the event that the Company is prohibited from issuing shares of Common
Stock upon an exercise of this Series B Warrant due to the failure by the Company to have sufficient shares of Common Stock
available out of the authorized but unissued shares of Common Stock (such unavailable number of shares of Common Stock, the “Authorization
Failure Shares”), in lieu of delivering such Authorization Failure Shares to the Holder, the Company shall pay cash in
exchange for the cancellation of such portion of this Series B Warrant exercisable into such Authorization Failure Shares
at a price equal to the sum of (i) the product of (x) such number of Authorization Failure Shares and (y) the greatest
Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable
Exercise Notice with respect to such Authorization Failure Shares to the Company and ending on the date of such issuance and payment
under this Section 1(f); and (ii) to the extent the Holder purchases (in an open market transaction or otherwise) shares
of Common Stock to deliver in satisfaction of a sale by the Holder of Authorization Failure Shares, any Buy-In Payment Amount,
brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith. Nothing contained
in this Section 1(g)(ii) shall limit any obligations of the Company under any provision of the Securities Purchase Agreement.


 






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2.            ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES


 


The Exercise Price and number of Series B
Warrant Shares issuable upon exercise of this Series B Warrant are subject to adjustment from time to time as set forth in
this Section 2.


 


(a)            Stock
Dividends and Splits. Without limiting any provision of Section 2(b), Section 3 or Section 4, if the Company,
at any time on or after the date of the Securities Purchase Agreement, (i) pays a stock dividend on one or more classes of
its then outstanding shares of Common Stock or otherwise makes a distribution on any class of capital stock that is payable in
shares of Common Stock, (ii) subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes
of its then outstanding shares of Common Stock into a larger number of shares or (iii) combines (by combination, reverse stock
split or otherwise) one or more classes of its then outstanding shares of Common Stock into a smaller number of shares, then in
each such case (a) the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares
of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common
Stock outstanding immediately after such event and (b) the number of Series B Warrant Shares that may be purchased upon
exercise of this Series B Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate
Exercise Price payable hereunder for the adjusted number of Series B Warrant Shares shall be the same as the aggregate Exercise
Price in effect immediately prior to such adjustment (without regard to any limitations on exercise contained herein). Any adjustment
made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination
of shareholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of
this paragraph shall become effective immediately after the effective date of such subdivision or combination. If any event requiring
an adjustment under this paragraph occurs during the period that an Exercise Price is calculated hereunder, then the calculation
of such Exercise Price shall be adjusted appropriately to reflect such event.


 


(b)            Intentionally
omitted.


 


(c)            Calculations.
All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100th of a
share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held
by or for the account of the Company, and the disposition of any such shares shall be considered an issuance or sale of Common
Stock.


 






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(d)            Intentionally
omitted.


 


(e)            Par
Value. Notwithstanding anything to the contrary in this Series B Warrant, in no event shall the Exercise Price be reduced
below the par value of the Company’s Common Stock.


 


3.            RIGHTS
UPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 above, if the Company shall declare
or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock,
by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property,
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
Series B 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 Series B Warrant (without regard to any limitations or restrictions on exercise of this Series B 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 the extent of the Maximum Percentage (and shall not be entitled to beneficial
ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such
excess) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times,
if ever, 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 the Company grants, issues or sells
any Options, Convertible Securities or rights to purchase stock, Series B 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 which the Holder could have acquired
if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Series B Warrant (without
regard to any limitations or restrictions on exercise of this Series B 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 shares 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 the extent of the Maximum Percentage (and shall
not be entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership)
to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder
until such time or times, if ever, 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 held similarly in abeyance) to the same extent as if there
had been no such limitation).


 






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(b)            Fundamental
Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless (i)  the Successor Entity
assumes in writing all of the obligations of the Company under this Series B Warrant and the other Transaction Documents (as
defined in the Securities Purchase Agreement) in accordance with the provisions of this Section 4(b) pursuant to written
agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including
agreements to deliver to the Holder in exchange for this Series B Warrant a security of the Successor Entity evidenced by
a written instrument substantially similar in form and substance to this Series B Warrant, including, without limitation,
which 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 Series B Warrant (without regard to any limitations on the exercise of this Series B
Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares
of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction
and the value of such shares of capital stock, such adjustments to the number of shares of capital stock and such exercise price
being for the purpose of protecting the economic value of this Series B Warrant immediately prior to the consummation of such
Fundamental Transaction) and (ii) the Successor Entity (including its Parent Entity) is a publicly traded corporation whose
common stock is quoted on or listed for trading on an Eligible Market. Upon the consummation of each Fundamental Transaction, the
Successor Entity shall succeed to, and be substituted for (so that from and after the date of the applicable Fundamental Transaction,
the provisions of this Series B 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 Series B Warrant and the other Transaction Documents 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 Series B 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 Series B Warrant prior to the applicable Fundamental Transaction, such shares of publicly
traded common stock (or its equivalent) of the Successor Entity (including its Parent Entity) which the Holder would have been
entitled to receive upon the happening of the applicable Fundamental Transaction had this Series B Warrant been exercised
immediately prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this Series B
Warrant), as adjusted in accordance with the provisions of this Series B 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 Series B 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 Series B 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 Series B 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) which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had this
Series B Warrant been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations
on the exercise of this Series B Warrant). Provision made pursuant to the preceding sentence shall be in a form and substance
reasonably satisfactory to the Holder.


 






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(c)            Application.
The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and Corporate Events
and shall be applied as if this Series B Warrant (and any such subsequent warrants) were fully exercisable and without regard
to any limitations on the exercise of this Series B Warrant (provided that the Holder shall continue to be entitled to the
benefit of the Maximum Percentage, applied however with respect to shares of capital stock registered under the 1934 Act and thereafter
receivable upon exercise of this Series B Warrant (or any such other warrant)).


 


5.            NONCIRCUMVENTION


 


. The Company hereby covenants and agrees
that the Company will not, by amendment of its Certificate of Incorporation (as defined in the Securities Purchase Agreement),
Bylaws (as defined in the Securities Purchase Agreement) 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 Series B Warrant, and will at all times in good faith carry out all the provisions
of this Series B 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 (a) shall not increase the par value of any shares of Common Stock receivable upon
the exercise of this Series B Warrant above the Exercise Price then in effect, and (b) shall take all such actions as
may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of
Common Stock upon the exercise of this Series B Warrant.


 


6.            WARRANT
HOLDER NOT DEEMED A STOCKHOLDER


 


. Except as otherwise specifically provided
herein, the Holder, solely in its capacity as a holder of this Series B 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 Series B
Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Series B 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 Series B Warrant Shares which it
is then entitled to receive upon the due exercise of this Series B Warrant. In addition, nothing contained in this Series B
Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Series B
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.


 






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7.            REISSUANCE
OF WARRANTS.


 


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


 


(b)            Lost,
Stolen or Mutilated Series B Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of this Series B Warrant (as to which a written certification and the indemnification
contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking
by the Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of
this Series B Warrant, the Company shall execute and deliver to the Holder a new Series B Warrant (in accordance with
Section 7(d)) representing the right to purchase the Series B Warrant Shares then underlying this Series B Warrant.


 


(c)            Exchangeable
for Multiple Series B Warrants. This Series B Warrant is exchangeable, upon the surrender hereof by the Holder at
the principal office of the Company, for a new Series B Warrant or Series B Warrants (in accordance with Section 7(d))
representing in the aggregate the right to purchase the number of Series B Warrant Shares then underlying this Series B
Warrant, and each such new Series B Warrant will represent the right to purchase such portion of such Series B Warrant
Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants for fractional shares of Common
Stock shall be given.


 


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


 






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8.            REDEMPTION.


 


8.1            Redemption
of Warrants for Cash.  Not less than all of the outstanding Series B Warrants
may be redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office
of the warrant agent, upon notice to the registered Holders of the Series B Warrants, as described in section 8.2 below,
at the price of $0.01 per warrant (the “Redemption Price”), provided that the last sales price of the
Common Stock reported has been at least $9.00 per share (subject to adjustment in compliance with Section 2 hereof),
on each of five (5) trading days prior to the date on which notice of the redemption is given and provided that there is an
effective registration statement covering the issuance of the shares of Common Stock issuable upon exercise of the Series B
Warrants, and a current prospectus relating thereto, available throughout the 30-day redemption period (as defined in Section 8.2 below)
or the Company has elected to require the exercise of the Series B Warrants on a “cashless basis” pursuant to Section 1(d).


 


8.2            Date
Fixed for, and Notice of Redemption.  In the event that the Company elects to redeem
all of the Series B Warrants, pursuant to section 8.1, the Company shall fix a date for the redemption (the “Redemption
Date”).  Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less
than thirty (30) days prior to the Redemption Date (the “30-day Redemption Period”) to the registered
Holders of the Series B Warrants to be redeemed at their last addresses as they shall appear on the registration books. 
Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered
Holder received such notice.


 


8.3            Exercise
after Notice of Redemption.  The Series B Warrants may be exercised, for cash
(or on a “cashless basis” in accordance with Section 1(d) of this Agreement) at any time after notice
of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption Date. 
In the event that the Company determines to require all Holders of Series B Warrants to exercise their Series B Warrants
on a “cashless basis” pursuant to Section 3.1(d), the notice of redemption shall contain the information
necessary to calculate the number of shares of Common Stock to be received upon exercise of the Series B Warrants.  On
and after the Redemption Date, the record Holder of the Series B Warrants shall have no further rights except to receive,
upon surrender of the Series B Warrants, the Redemption Price.


 






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9.            NOTICES


 


Whenever notice is
required to be given under this Series B Warrant, unless otherwise provided herein, such notice shall be given in accordance
with Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice
of all actions taken pursuant to this Series B Warrant (other than the issuance of shares of Common Stock upon exercise in
accordance with the terms hereof), 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 each adjustment
of the Exercise Price and the number of Series B Warrant Shares, setting forth in reasonable detail, and certifying, the calculation
of such adjustment(s), (ii) at least ten Trading 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, and (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental
Transaction. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding
the Company or any of its Subsidiaries, the Company shall simultaneously file such notice with the SEC (as defined in the Securities
Purchase Agreement) pursuant to a Current Report on Form 8-K. If the Company or any of its Subsidiaries provides material
non-public information to the Holder that is not simultaneously filed in a Current Report on Form 8-K and the Holder has not
agreed to receive such material non-public information, the Company hereby covenants and agrees that the Holder shall not have
any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees,
Affiliates or agents with respect to, or a duty to any of the foregoing not to trade on the basis of, such material non-public
information. It is expressly understood and agreed that the time of execution specified by the Holder in each Exercise Notice shall
be definitive and may not be disputed or challenged by the Company.


 


10.            AMENDMENT
AND WAIVER


 


. Except as otherwise provided herein,
the provisions of this Series B Warrant (other than Section 1(f)) may be amended 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. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving
party.


 


11.            SEVERABILITY


 


. If any provision of this Series B
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 Series B Warrant so long as this Series B 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).


 






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12.            GOVERNING
LAW


 


. This Series B Warrant shall be governed
by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance
of this Series B 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 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 9(f) of the Securities Purchase Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. 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. 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. THE COMPANY
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, 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.


 


13.            CONSTRUCTION;
HEADINGS


 


. This Series B 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 Series B Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this
Series B Warrant. Terms used in this Series B Warrant but defined in the other Transaction Documents shall have the meanings
ascribed to such terms on the Closing Date (as defined in the Securities Purchase Agreement) in such other Transaction Documents
unless otherwise consented to in writing by the Holder.


 


14.            DISPUTE
RESOLUTION


 


(a)            Submission
to Dispute Resolution.


 


(i)            In
the case of a dispute relating to the Exercise Price, the Closing Sale Price, or fair market value or the arithmetic calculation
of the number of Series B Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination
of any of the foregoing), the Company or the Holder (as the case may be) shall submit the dispute to the other party via facsimile
(A) if by the Company, within two (2) Business Days after the occurrence of the circumstances giving rise to such dispute
or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder
and the Company are unable to promptly resolve such dispute relating to such Exercise Price, such Closing Sale Price or such fair
market value or such arithmetic calculation of the number of Series B Warrant Shares (as the case may be), at any time after
the second (2nd) Business Day following such initial notice by the Company or the Holder (as the case may be) of such
dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, select an independent, reputable
investment bank to resolve such dispute.


 






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(ii)            The
Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered
in accordance with the first sentence of this Section 13 and (B) written documentation supporting its position with respect
to such dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately
following the date on which the Holder selected such investment bank (the “Dispute Submission Deadline”) (the
documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required
Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company fails to so deliver
all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the
Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation
or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based
solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline).
Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by such investment bank, neither
the Company nor the Holder shall be entitled to deliver or submit any written documentation or other support to such investment
bank in connection with such dispute (other than the Required Dispute Documentation).


 


(iii)            The
Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and
the Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline.
The fees and expenses of such investment bank shall be borne solely by the Company, and such investment bank’s resolution
of such dispute shall be final and binding upon all parties absent manifest error.


 


(b)            Miscellaneous.
The Company expressly acknowledges and agrees that (i) this Section 13 constitutes an agreement to arbitrate between
the Company and the Holder (and constitutes an arbitration agreement) under the rules then in effect under § 7501, et
seq. of the New York Civil Practice Law and Rules (“CPLR”) and that the Holder is authorized to apply for
an order to compel arbitration pursuant to CPLR § 7503(a) in order to compel compliance with this Section 14, (ii) a
dispute relating to the Exercise Price includes, without limitation, disputes as to (A) whether an issuance or sale or deemed
issuance or sale of Common Stock occurred under Section 2(b), (B) the consideration per share at which an issuance or
deemed issuance of Common Stock occurred, and (C) whether an agreement, instrument, security or the like constitutes and Option
or Convertible Security, (iii) the terms of this Series B Warrant and each other applicable Transaction Document shall
serve as the basis for the selected investment bank’s resolution of the applicable dispute, such investment bank shall be
entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such investment bank determines
are required to be made by such investment bank in connection with its resolution of such dispute (including, without limitation,
determining (A) whether an issuance or sale or deemed issuance or sale of Common Stock occurred under Section 2(b), (B) the
consideration per share at which an issuance or deemed issuance of Common Stock occurred, and (C) whether an agreement, instrument,
security or the like constitutes and Option or Convertible Security and in resolving such dispute such investment bank shall apply
such findings, determinations and the like to the terms of this Series B Warrant and any other applicable Transaction Documents,
(iv) the Holder (and only the Holder), in its sole discretion, shall have the right to submit any dispute described in this
Section 14 to any state or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures
set forth in this Section 14 and (v) nothing in this Section 14 shall limit the Holder from obtaining any injunctive
relief or other equitable remedies (including, without limitation, with respect to any matters described in this Section 14).


 






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15.            REMEDIES,
CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF


 


. The remedies provided in this Series B
Warrant shall be cumulative and in addition to all other remedies available under this Series B Warrant and the 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 and consequential damages for any failure by the Company to comply with the
terms of this Series B Warrant. The Company covenants to the Holder that there shall be no characterization concerning this
instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, exercises
and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly
provided herein, be subject to any other obligation of the Company (or the performance thereof). 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
Series B Warrant shall be entitled, in addition to all other available remedies, to specific performance and/or temporary,
preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without
the necessity of proving actual damages and without posting a bond or other security. The Company shall provide all information
and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance
with the terms and conditions of this Series B Warrant (including, without limitation, compliance with Section 2 hereof).
The issuance of shares and certificates for shares as contemplated hereby upon the exercise of this Series B Warrant shall
be made without charge to the Holder or such shares for any issuance tax or other costs in respect thereof, provided that the Company
shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than the Holder or its agent on its behalf.


 


16.            PAYMENT
OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Series B Warrant is
placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the
holder otherwise takes action to collect amounts due under this Series B Warrant or to enforce the provisions of this Series B
Warrant or (b) there occurs any bankruptcy, reorganization, receivership of the company or other proceedings affecting company
creditors’ rights and involving a claim under this Series B Warrant, then the Company shall pay the costs incurred by
the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other
proceeding, including, without limitation, attorneys’ fees and disbursements.


 






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17.            TRANSFER


 


. Subject to applicable laws, this Series B
Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company.


 


18.            CERTAIN
DEFINITIONS


 


. For purposes of this Series B Warrant,
the following terms shall have the following meanings:


 


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


 


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


 


(c)            “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.


 


(d)            “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.


 


(e)            “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 13.
All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar
transaction during such period.


 






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(f)            “Bloomberg”
means Bloomberg, L.P.


 


(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)            “Closing
Sale Price” means, for any security as of any date, the last closing trade price 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
trade price, then the last trade price 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 trade price 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 does not apply, the last trade price of such security in the over-the-counter market on the electronic bulletin
board for such security as reported by Bloomberg, or, if no last trade price is reported for such security by Bloomberg, the average
of the ask prices of any market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc.
(formerly Pink Sheets LLC). If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing
bases, the Closing Sale 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 in accordance with the procedures in Section 13. All such determinations shall be appropriately adjusted
for any stock dividend, stock split, stock combination or other similar transaction during such period.


 


(i)            “Common
Stock” means (i) the Company’s shares of common stock, $0.0001 par value per share, and (ii) any capital
stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common
stock.


 


(j)            “Convertible
Securities” means any stock or other security (other than Options) that is at any time and under any circumstances, directly
or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any
shares of Common Stock.


 


(k)            “Eligible
Market” means the New York Stock Exchange, the NYSE American, The Nasdaq Global Select Market, The Nasdaq Global Market
or the Principal Market.


 






    -19-


     


    

 


(l)            “Expiration
Date” means the date that is the three and a half (3.5) year anniversary of the Initial Exercise Date or, if such date
falls on a day other than a Trading Day or on which trading does not take place on the Principal Market (a “Holiday”),
the next date that is not a Holiday.


 


(m)            “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 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 or share 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 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 Common Stock, (y) at least 50% of the aggregate
ordinary voting power represented by issued and outstanding Common Stock not held by all such Subject Entities as of the date of
this Series B Warrant 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 shareholders of the Company to surrender their shares of Common Stock without approval of the shareholders
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 which may be defective or inconsistent with the intended treatment of such instrument or transaction.


 






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(n)            “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.


 


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


 


(p)            “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock
or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity,
the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.


 


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


 


(r)            “Principal
Market” means The Nasdaq Capital Market.


 


(s)            “SEC”
means the United States Securities and Exchange Commission or the successor thereto.


 


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


 


(u)            “Successor
Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving
any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction
shall have been entered into.


 


(v)            “Trading
Day” means, as applicable, (x) with respect to all price or trading volume determinations relating to the Common
Stock, 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,
provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange
or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on
such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange
or market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day
in writing by the Holder or (y) with respect to all determinations other than price determinations relating to the Common
Stock, any day on which The New York Stock Exchange (or any successor thereto) is open for trading of securities.


 






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(w)            “VWAP”
means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or,
if the Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities
market on which such security is then traded) during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00
p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) 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, and ending at 4:00:00 p.m., New York time,
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 “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the VWAP cannot be calculated
for such security on such date on any of the foregoing bases, the VWAP 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 in accordance with the procedures in Section 13. All such determinations
shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction
during such period.


 


[signature page follows]


 






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


 


		 	ARIDIS PHARMACEUTICALS, Inc.
	 	 	 
	 	 	 
	 	 	 
	 	 	By:	                         
	 	 	 	Name:
	 	 	 	Title:




 






    -23-


     


    

 


EXHIBIT A


 


EXERCISE
NOTICE


 


TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

WARRANT TO PURCHASE COMMON STOCK


 


ARIDIS PHARMACEUTICALS, INC.


 


The undersigned holder
hereby elects to exercise the Series B Warrant to Purchase Common Stock No. _______ (the “Series B Warrant”)
of Aridis Pharmaceuticals, Inc., a Delaware corporation (the “Company”) as specified below. Capitalized
terms used herein and not otherwise defined shall have the respective meanings set forth in the Series B Warrant.


 


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


 


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



 


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



 


In the event that the
Holder has elected a Cashless Exercise with respect to some or all of the Series B Warrant Shares to be issued pursuant hereto,
the Holder hereby represents and warrants that this Exercise Notice was executed by the Holder at __________ [a.m.][p.m.] on the
date set forth below.


 


2.            Payment
of Exercise Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the Series B
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 Series B Warrant.


 


3.            Delivery
of Series B Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________
shares of Common Stock in accordance with the terms of the Series B Warrant. Delivery shall be made to Holder, or for its
benefit, as follows:


 


 ̈     Check
here if requesting delivery as a certificate to the following name and to the following address:


 


	Issue to:	 
	 	 
	 	 


 


 ̈    Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:


 






    -24-


     


    

 


	DTC Participant:	 
	DTC Number:	 
	Account Number:	 
	 	 


 


	Date: _____________ __, ____
	 	 	 
	Name of Registered Holder 
	 



 


	By:	                                         	 
	 	Name:	 
	 	Title:	 
	 



 


	 	Tax ID:____________________________	 
	 
	 	Facsimile:__________________________	 
	 
	 	E-mail Address:_____________________	 





 






    -25-


     


    

 


EXHIBIT B


 


ACKNOWLEDGMENT


 


The Company hereby
acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock
in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________.


 


 


	 	 	ARIDIS
PHARMACEUTICALS, Inc.
	 	 	 
	 	 	 
	 	 	 
	 	 	By:	                            
	 	 	 	Name:
	 	 	 	Title:




 






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