EXHIBIT 4.1


 


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM OR UNLESS THE COMPANY HAS RECEIVED AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.


 


AMICUS THERAPEUTICS, INC.


 


FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON
STOCK


 


Number of Shares: [•]

(subject to adjustment)


 


	Warrant No. [•]	Original Issue Date: [•]


 


Amicus Therapeutics, Inc.,
a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, [•] or its registered assigns (the “Holder”), is entitled, subject
to the terms set forth below, to purchase from the Company up to a total of [•] shares of common stock, $0.01 par value per share
(the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the
 “Warrant Shares”) at an exercise price per share equal to $0.01 per share (as adjusted from time to time as provided
in Section 10 herein, the “Exercise Price”) upon surrender of this Warrant to Purchase Common Stock (including
any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) at any time
and from time to time on or after the date hereof (the “Original Issue Date”), subject to the following terms and conditions:


 


1.                 
Definitions. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)              
“Affiliate” means any Person directly or indirectly controlled by, controlling or under common control with,
a Holder, as such terms are used in and construed under Rule 405 under the Securities Act, but only for so long as such control shall
continue. For purposes of this definition, “control” (including, with correlative meanings, “controlled by,” “controlling”
and “under common control with”) means, with respect to a Person, possession, direct or indirect, of (a) the power to direct
or cause direction of the management and policies of such Person (whether through ownership of securities or partnership or other ownership
interests, by contract or otherwise), or (b) at least 50% of the voting securities (whether directly or pursuant to any option, warrant
or other similar arrangement) or other comparable equity interests.


 






    


     


    

 


(b)              
 “Commission” means the United States Securities and Exchange Commission.


 


(c)              
“Closing Sale Price” means, for any security as of any date, the last trade price for such security on the Principal
Trading Market for such security, as reported by Bloomberg L.P., or, if such Principal Trading Market begins to operate on an extended
hours basis and does not designate the last trade price, then the last trade price of such security immediately prior to 4:00 P.M., New
York City time, as reported by Bloomberg L.P., or if the security is not listed for trading on a national securities exchange or other
trading market on the relevant date, the last quoted bid price for the security in the over-the-counter market on the relevant date as
reported by OTC Markets Group Inc. (or a similar organization or agency succeeding to its functions of reporting prices). 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 the Board of Directors of the Company shall use its good faith judgment to
determine the fair market value. The Board of Directors’ determination shall be binding upon all parties absent demonstrable error.
All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction
during the applicable calculation period.


 


(d)              
“Principal Trading Market” means the national securities exchange or other trading market on which the Common
Stock is primarily listed on and quoted for trading, which, as of the Original Issue Date, shall be the Nasdaq Global Market.


 


(e)              
“Securities Act” means the Securities Act of 1933, as amended.


 


(f)               
“Trading Day” means any weekday on which the Principal Trading Market is open for trading. If the Common Stock
is not listed or admitted for trading, “Trading Day” means any day except any Saturday, any Sunday, any day which is a federal
legal holiday in the United States or any day on which banking institutions in New York City are authorized or required by law or other
governmental action to close.


 


(g)              
“Transfer Agent” means American Stock Transfer & Trust Company, LLC, the Company’s transfer agent
and registrar for the Common Stock, and any successor appointed in such capacity.


 


2.                 
Warrant Register. The Company shall register ownership of this Warrant, upon records to be maintained by the Company for
that purpose (the “Warrant Register”), in the name of the record Holder (which shall include the initial Holder or,
as the case may be, any assignee to which this Warrant is assigned hereunder) from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for
all other purposes, absent actual notice to the contrary.


 






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3.                  Registration
of Transfers. Subject to compliance with all applicable securities laws and the rules of the Principal Trading Market, the
Company shall, or will cause its Transfer Agent to, register the transfer of all or any portion of this Warrant in the Warrant
Register, upon surrender of this Warrant and delivery of a written assignment of this Warrant substantially in the form attached
hereto as Exhibit A, and payment for all applicable transfer taxes (if any) by the Holder or any subsequent holder. Upon any
such transfer, a new warrant to purchase Common Stock in substantially the form of this Warrant (any such new warrant, a
 “New Warrant”) evidencing the portion of this Warrant so transferred shall be issued to the transferee, and a New
Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The
acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and
obligations in respect of the New Warrant that the Holder has in respect of this Warrant. The Company shall, or will cause its
Transfer Agent to, prepare, issue and deliver at the Company’s own expense any New Warrant under this Section 3. Until
due presentment for registration of transfer, the Company may treat the registered Holder hereof as the owner and holder for all
purposes, and the Company shall not be affected by any notice to the contrary.


 


4.                 
Transfer Restrictions. If this Warrant is not registered pursuant to an effective registration statement under the Securities
Act and under applicable state securities or blue sky laws at the time of the surrender of this Warrant in connection with any transfer
of this Warrant, the Company may require, as a condition of allowing such transfer, that (i) the Holder or transferee of this Warrant,
as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary
for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities
Act and under applicable state securities or blue sky laws, and (ii) the Holder or transferee execute and deliver to the Company an investment
letter in form and substance acceptable to the Company, and (iii) the transferee be an “accredited investor” as defined in
Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities Act or a “qualified institutional buyer”
as defined in Rule 144A(a) promulgated under the Securities Act.


 


5.                 
Exercise and Duration of Warrants.


 


(a)              
All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Warrant at any time
and from time to time on or after the Original Issue Date, subject to Section 12 below.


 


(b)              
The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Exhibit B
hereto (the “Exercise Notice”), completed and duly signed, and (ii) payment of the Exercise Price for the number of
Warrant Shares as to which this Warrant is being exercised (which may take the form of a “cashless exercise” if so indicated
in the Exercise Notice pursuant to Section 11 below). The date on which such exercise notice is delivered to the Company (as determined
in accordance with the notice provisions hereof) is an “Exercise Date.” The Holder shall not be required to deliver
the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice 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, if any. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions
of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase
hereunder at any given time may be less than the amount stated on the face hereof.


 






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6.                 
Delivery of Warrant Shares.


 


(a)              
Upon exercise of this Warrant, the Company shall promptly (but in no event later than three (3) Trading Days after the Exercise
Date), upon the request of the Holder, cause the Transfer Agent to 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 The Depository Trust Company
(“DTC”) through its Deposit Withdrawal Agent Commission system or if the Transfer Agent is not participating in the
Fast Automated Securities Transfer Program (the “FAST Program”) or if the certificates are required to bear a legend
regarding restriction on transferability, a certificate, registered in the Company’s share register in the name of the Holder or
its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise in electronic book entry
form to the account of such Holder or, upon request of the Holder, by physical delivery to the address specified in the Exercise Notice.
The Holder, or any natural person or legal entity (each, a “Person”) so designated by the Holder to receive Warrant
Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date, 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.


 


(b)              
If by the close of the third (3rd) Trading Day after the Exercise Date, the Company fails to deliver to the Holder a certificate
representing the required number of Warrant Shares in the manner required pursuant to Section 6(a) or fails to cause the Transfer
Agent to credit the Holder’s DTC account for such number of Warrant Shares to which the Holder is entitled, and if after such third
(3rd) Trading Day and prior to the receipt of such Warrant Shares, 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 the Warrant Shares which the Holder anticipated receiving upon such
exercise (a “Buy-In”), then the Company shall, within three (3) Trading Days after the Holder’s written request
and in the Holder’s sole discretion, either (i) pay in cash to the Holder an amount equal to the Holder’s total purchase price
(including brokerage commissions, if any) for the shares of Common Stock so purchased, at which point the Company’s obligation to
deliver such certificate (and to issue such Warrant Shares) or to cause the Holder’s DTC account to be credited for such Warrant
Shares shall terminate or (ii) promptly deliver to the Holder a certificate or certificates representing such Warrant Shares and pay cash
to the Holder in an amount equal to the excess (if any) of Holder’s total purchase price (including brokerage commissions, if any)
for the shares of Common Stock so purchased in the Buy-In over the product of (A) the number of shares of Common Stock purchased in the
Buy-In, times (B) the Closing Sale Price of a share of Common Stock on the Exercise Date.


 


(c)               To
the extent permitted by law and subject to Section 6(b), the Company’s obligations to cause the Transfer Agent to issue
and deliver Warrant Shares in accordance with and subject to the terms hereof (including the limitations set forth in Section
12 below) 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, or any breach or alleged breach by the Holder or any other
Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and
irrespective of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with
the issuance of Warrant Shares. Subject to Section 6(b), nothing herein shall limit the Holder’s right to pursue any
other remedies available to it hereunder, at law or in equity including, 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 upon exercise of the
Warrant as required pursuant to the terms hereof.


 






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7.                 
Charges, Taxes and Expenses. Issuance and delivery of certificates for shares of Common Stock, if any, upon exercise of
this Warrant shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense
(excluding any applicable stamp duties) in respect of the issuance of such certificates, all of which taxes and expenses shall be paid
by the Company; provided, however, that the Company shall not be required to pay any tax that may be payable in respect
of any transfer involved in the registration of any certificates for Warrant Shares or the Warrants in a name other than that of the Holder
or an Affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring
this Warrant or receiving Warrant Shares upon exercise hereof.


 


8.                 
Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be
issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant,
but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction (in such case) and, in each
case, a customary and reasonable indemnity and surety bond, if requested by the Company. Applicants for a New Warrant under such circumstances
shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company
may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated
Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.


 


9.                 
Reservation of Warrant Shares. The Company covenants that it will, at all times while this Warrant is outstanding, reserve
and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of
enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are initially
issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights
of persons other than the Holder (taking into account the adjustments and restrictions of Section 10). The Company covenants that
all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with
the terms hereof, be duly and validly authorized, issued and fully paid and non-assessable. The Company will take all such action as may
be reasonably necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable
law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be
listed. The Company further covenants that it will not, without the prior written consent of the Holder, take any actions to increase
the par value of the Common Stock at any time while this Warrant is outstanding.


 






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10.             
 Certain Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject
to adjustment from time to time as set forth in this Section 10.


 


(a)              
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on
its Common Stock or otherwise makes a distribution on any class of capital stock issued and outstanding on the Original Issue Date and
in accordance with the terms of such stock on the Original Issue Date that is payable in shares of Common Stock, (ii) subdivides its outstanding
shares of Common Stock into a larger number of shares of Common Stock, (iii) combines its outstanding shares of Common Stock into a smaller
number of shares of Common Stock or (iv) issues by reclassification of shares of capital stock any additional shares of Common Stock of
the Company, then in each such case the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number of
shares of Common Stock outstanding immediately before such event and the denominator of which shall be the number of shares of Common
Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately
after the record date for the determination of stockholders entitled to receive such dividend or distribution, provided, however, that
if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Exercise Price shall be
recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted pursuant to
this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii) or (iii) of this paragraph shall
become effective immediately after the effective date of such subdivision or combination.


 


(b)              
Pro Rata Distributions. If the Company, at any time while this Warrant is outstanding, distributes to all holders of Common
Stock for no consideration (i) evidences of its indebtedness, (ii) any security (other than a distribution of Common Stock covered by
the preceding paragraph) (iii) rights or warrants to subscribe for or purchase any security, or (iv) cash or any other asset (in each
case, a “Distribution”), other than a reclassification as to which Section 10(c) applies, then in each such
case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein
if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations
on exercise hereof, including the ownership limitation set forth in Section 12(a) hereof) immediately before the date of which
a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of Common Stock are to
be determined for the participation in such Distribution (provided, however, to the extent that the Holder’s right to participate
in any such Distribution would result in the Holder exceeding the ownership limitation set forth in Section 12(a) hereof, then
the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any Common Stock
as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the
Holder until the earlier of (i) such time, if ever, as the delivery to such Holder of such portion would not result in the Holder exceeding
the ownership limitation set forth in Section 12(a) hereof and (ii) such time as the Holder has exercised this Warrant.


 






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(c)               Fundamental
Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the
Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders of the Company
immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the
surviving entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or
substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or
exchange offer (whether by the Company or another Person) that is accepted by holders of capital stock tender shares representing
more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, (iv) the
Company consummates a stock purchase agreement or other business combination (including, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of
the capital stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such
transaction maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or
(v) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock
is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or
combination of shares of Common Stock covered by Section 10(a) above) (in any such case, a “Fundamental
Transaction”), then following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of
this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence
of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of
Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein
(the “Alternate Consideration”), and the Warrant will be deemed automatically exercised in full in exchange for
such Alternate Consideration pursuant to the “cashless exercise” provisions in Section 11 below upon the
consummation of the Fundamental Transaction.


 


(d)              
Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to Section 10 (including
any adjustment to the Exercise Price that would have been effected but for the final sentence in this paragraph 10(d)), the number of
Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such
adjustment the aggregate Exercise Price payable hereunder for the increased or decreased number of Warrant Shares shall be the same as
the aggregate Exercise Price in effect immediately prior to such adjustment. Notwithstanding the foregoing, in no event may the Exercise
Price be adjusted below the par value of the Common Stock then in effect.


 


(e)              
Calculations. All calculations under this Section 10 shall be made to the nearest one-hundredth of one cent or the
nearest share, as applicable.


 


(f)               
Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 10, the Company at its expense
will, at the written request of the Holder, promptly compute such adjustment, in good faith, in accordance with the terms of this Warrant
and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type
of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise
to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly
deliver a copy of each such certificate to the Holder and to the Transfer Agent.


 






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(g)              
 Notice of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution
of cash, securities or other property in respect of its Common Stock, including, any granting of rights or warrants to subscribe for or
purchase any capital stock of the Company or any subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits
stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs
of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material non-public information, the
Company shall deliver to the Holder a notice of such transaction at least ten (10) days prior to the applicable record or effective date
on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction; provided, however,
that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described
in such notice. In addition, if while this Warrant is outstanding, the Company authorizes or approves, enters into any agreement contemplating
or solicits stockholder approval for any Fundamental Transaction contemplated by Section 10(c), other than a Fundamental Transaction
under clause (iii) of Section 10(c), then, except if such notice and the contents thereof shall be deemed to constitute material
non-public information, the Company shall deliver to the Holder a notice of such Fundamental Transaction at least ten (10) days prior
to the date such Fundamental Transaction is consummated. Holder agrees to maintain any information disclosed pursuant to this Section
10(g) in confidence until such information is publicly available, and shall comply with applicable law with respect to trading in
the Company’s securities following receipt any such information.


 


11.             
Payment of Cashless Exercise Price. Notwithstanding anything contained herein to the contrary, the Holder may, in its sole
discretion, satisfy its obligation to pay the Exercise Price through a “cashless exercise,” in which event the Company shall
issue to the Holder the number of Warrant Shares in an exchange of securities effected pursuant to Section 3(a)(9) of the Securities Act
as determined as follows:


 


X = Y [(A-B)/A]


 


where:


 


“X” equals the number
of Warrant Shares to be issued to the Holder;


“Y” equals the total number
of Warrant Shares with respect to which this Warrant is then being exercised;


“A” equals the Closing
Sale Price per share of Common Stock as of the Trading Day on the date immediately preceding the Exercise Date; and


“B” equals the Exercise
Price per Warrant Share then in effect on the Exercise Date.


 


For purposes of Rule 144 promulgated under
the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in such a “cashless
exercise” transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall
be deemed to have commenced, on the Original Issue Date (provided that the Commission continues to take the position that such
treatment is proper at the time of such exercise). In the event that a registration statement registering the issuance of Warrant
Shares is, for any reason, not effective at the time of exercise of this Warrant, then this Warrant may only be exercised through a
cashless exercise, as set forth in this Section 10.


 






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In no event will the exercise
of this Warrant be settled in cash.


 


12.             
Limitations on Exercise.


 


(a)               Notwithstanding
anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant, and the Holder shall not be
entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving
effect or immediately prior to such exercise, would cause (i) the aggregate number of shares of Common Stock beneficially owned by
the Holder, its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the
Holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), to exceed 9.99% (the “Maximum Percentage”) of the total number of issued and outstanding shares
of Common Stock of the Company following such exercise, or (ii) the combined voting power of the securities of the Company
beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be
aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act to exceed 9.99% of the combined voting power of
all of the securities of the Company then outstanding following such exercise. For purposes of this Warrant, in determining the
number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected
in (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, filed with the Commission prior to the Exercise
Date, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Transfer Agent setting
forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within three (3)
Trading Days confirm 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 since the date as of which such number of outstanding shares of
Common Stock was reported. By 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 19.99% specified in such notice; provided that any such increase or decrease
will not be effective until at least the sixty-first (61st) day after such notice is delivered to the Company. For purposes of this Section
12(a), the aggregate number of shares of Common Stock or voting securities beneficially owned by the Holder and its Affiliates
and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section
13(d) of the Exchange Act shall include the shares of Common Stock issuable upon the exercise of this Warrant with respect to which
such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (x) exercise
of the remaining unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the
unexercised, non-converted or non-cancelled portion of any other securities of the Company that do not have voting power (including
any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including any debt,
preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for,
or otherwise entitles the holder thereof to receive, Common Stock), is subject to a limitation on conversion or exercise analogous
to the limitation contained herein and is beneficially owned by the Holder or any of its Affiliates and other Persons whose
beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange
Act.


 






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(b)              
This Section 12 shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in
order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction
as contemplated in Section 10(c) of this Warrant.


 


13.             
No Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu
of any fractional shares that would otherwise be issuable, the number of Warrant Shares to be issued shall be rounded down to the next
whole number and the Company shall pay the Holder in cash the fair market value (based on the Closing Sale Price) for any such fractional
shares.


 


14.             
Notices. Any and all notices or other communications or deliveries hereunder (including any Exercise Notice) shall be in
writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered
via facsimile or confirmed e-mail prior to 5:30 P.M., New York City time, on a Trading Day, (ii) the next Trading Day after the date of
transmission, if such notice or communication is delivered via facsimile or confirmed e-mail on a day that is not a Trading Day or later
than 5:30 P.M., New York City time, on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized
overnight courier service specifying next business day delivery, or (iv) upon actual receipt by the Person to whom such notice is required
to be given, if by hand delivery. The addresses and e-mail addresses for such communications shall be:


 


If to the Company:


Amicus Therapeutics, Inc.


Attention: Ellen Rosenberg, General Counsel


3675 Market Street


Philadelphia, PA 19104


Email: erosenberg@amicusrx.com


 


With a copy to:


 


Troutman Pepper Hamilton Sanders LLP

Attention: Scott R. Jones, Esq.

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

Email: scott.jones@troutman.com


 


If to the Holder, to its address or e-mail address
set forth herein or on the books and records of the Company. Or, in each of the above instances, to such other address or e-mail address
as the recipient party has specified by written notice given to each other party at least five (5) days prior to the effectiveness of
such change.


 






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15.             
 Warrant Agent. The Company shall initially serve as warrant agent under this Warrant. Upon ten (10) days’ notice
to the Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged
or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation
to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall
be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice
of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address
as shown on the Warrant Register.


 


16.             
Miscellaneous.


 


(a)              
No Rights as a Stockholder. 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 share capital 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, amalgamation, 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 which 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.


 


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


 


(c)               Successors
and Assigns. Subject to compliance with applicable securities laws, this Warrant may be assigned by the Holder. This Warrant may
not be assigned by the Company without the written consent of the Holder, except to a successor in the event of a Fundamental
Transaction. This Warrant shall be binding on and inure to the benefit of the Company and the Holder and their respective successors
and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the
Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only
in writing signed by the Company and the Holder, or their successors and assigns.


 






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(d)              
Amendment and Waiver. Except as otherwise provided herein, the provisions of the Warrants 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.


 


(e)              
Acceptance. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions
contained herein.


 


(f)               
Governing Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS
WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES
OF CONFLICTS OF LAW THEREOF. EACH OF THE COMPANY AND THE HOLDER 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 (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF THE WARRANT OR
ANY OF THE DOCUMENTS DELIVERED HEREUNDER), 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. EACH OF THE COMPANY AND THE HOLDER 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
VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PERSON AT THE ADDRESS IN EFFECT FOR NOTICES
TO IT 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. EACH OF THE COMPANY AND THE HOLDER HEREBY
WAIVES ALL RIGHTS TO A TRIAL BY JURY.


 


(g)              
Headings. The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed
to limit or affect any of the provisions hereof.


 


(h)              
Severability. In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect,
the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby,
and the Company and the Holder will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially
reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


(i)                
 Interpretation. For purposes of this Warrant, (a) the words “include,” “includes” and “including”
are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words
 “herein,” “hereof, “hereby,” “hereto” and “hereunder” refer to this Warrant as a
whole. Unless the context otherwise requires, references herein: (x) to sections and schedules mean the sections of, and schedules attached
to, this Warrant; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document (as amended,
supplemented and modified from time to time to the extent permitted by the provisions thereof/without regard to subsequent amendments,
supplements, and modifications thereto); and (z) to a statute means such statute (as amended from time to time and includes/enforced at
the time and date of this Warrant becoming effective) and does not include any successor legislation thereto and any regulations promulgated
thereunder. This Warrant shall be construed without regard to any presumption or rule requiring construction or interpretation against
the party drafting an instrument or causing any instrument to be drafted. The schedules referred to herein shall be construed with, and
as an integral part of, this Warrant to the same extent as if they were set forth verbatim herein. All references to “$” or
 “dollars” mean the lawful currency of the United States of America. Whenever the singular is used in this Warrant, the same
shall include the plural, and whenever the plural is used herein, the same shall include the singular, where appropriate.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






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


 


AMICUS THERAPEUTICS, INC. 


	 
	By:	     	 
	Name:  Daphne Quimi
	Title:   Chief Financial Officer




 


[Signature Page to Warrant]


 






     


     


    

 


EXHIBIT A


 


FORM OF ASSIGNMENT


 


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


 


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


 


	Name:	 
	 	
    (Please Print)

     

	Address:	 
	
     

     

    

    

     
	
    (Please Print)

	 	 
	Phone Number:	 —
	 	 
	Email Address:	 
	 	 
	 	 —
	 	 
	
    Dated: _______________ __, ______

     
	 
	
    Holder’s Signature:                                                                 

     
	 
	
    Holder’s Address:                                                                 

     
	 


 


NOTE: The signature to this Form of Assignment must correspond with
the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatever. Officers of corporations
and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.


 






     


     


    

  


EXHIBIT B


 


FORM OF EXERCISE NOTICE


 


[To be executed by the Holder to purchase Warrant
Shares under the Warrant]


 


Ladies and Gentlemen:


 


(1)       The
undersigned is the Holder of Warrant No.[ ] (the “Warrant”) issued by Amicus Therapeutics, Inc., a Delaware corporation
(the “Company”). Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in
the Warrant.


 


(2)       The
undersigned hereby exercises its right to purchase Warrant Shares pursuant to the Warrant.


 


(3)       The
Holder intends that payment of the Exercise Price shall be made as (check one):


 


 ̈      Cash Exercise


 


 ̈    “Cashless Exercise” under Section 11 of the
Warrant


 


(4)       If
the Holder has elected a Cash Exercise, the Holder shall pay the sum of $__________ in immediately available funds to the Company in accordance
with the terms of the Warrant.


 


(5)       Pursuant
to this Exercise Notice, the Company shall deliver to the Holder Warrant Shares determined in accordance with the terms of the Warrant.
The Warrant Shares shall be delivered to the following DWAC Account Number:


 


(6)       By
its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced
hereby the Holder, its Affiliates and any other Person whose beneficial ownership of Common Stock would be aggregated with the Holder’s
for purposes of Section 13(d) of the Exchange Act will not beneficially own in excess of the number of shares of Common Stock (as determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 11(a) of the
Warrant to which this notice relates.


 





	Dated:	 	 



 


	Name of Holder:	 	 









  


	By:	     	 
	Name:	 
	Title:	 



  


(Signature must conform in all respects to name
of Holder as specified on the face of the Warrant)