EXHIBIT
4.1


COMMON
STOCK PURCHASE WARRANT


IBIO, INC.


	
  

 	
  

 
	
 Warrant Shares: [●]

 	
 Issue Date: April 26, 2013

 


                    THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value
received, [●] (the
“Holder”) is entitled, upon the terms and subject to the limitations on
exercise and the conditions hereinafter set forth, at any time on or after the
date hereof (the “Exercisability Date”) and on or prior to the close of
business on the third anniversary of the Exercisability Date (the “Termination
Date”) but not thereafter, to subscribe for and purchase from iBio, Inc., a
Delaware corporation (the “Company”), up to [●] shares (the “Warrant Shares”) of common stock
of the Company (“Common Stock”). 


          Section
1. Definitions. Capitalized
terms used herein shall have the meanings given to them herein. As used herein,
“Original Issue Date” means the Issue Date referenced above and “business day” means any day on which the New York Stock Exchange,
Inc. is open for trading. 


          Section
2. Exercise.


	
  

 	
  

 
	
  

 	
           a)
 Exercise of Warrant. Exercise of the purchase rights represented by
 this Warrant may be made, in whole or in part, at any time or times on or
 after the Exercisability Date and on or before the Termination Date by
 delivery to the Company (or such other office or agency of the Company as it
 may designate by notice in writing to the registered Holder at the address of
 the Holder appearing on the books of the Company) of a duly executed
 facsimile copy of the Notice of Exercise Form annexed hereto; and, within
 three (3) business days of the date said Notice of Exercise is delivered to
 the Company, the Company shall have received payment of the aggregate
 Exercise Price of the shares thereby purchased by wire transfer or cashier’s
 check drawn on a United States bank or, if available, pursuant to the
 cashless exercise procedure specified in Section 2(c) below. Notwithstanding
 anything herein to the contrary, the Holder shall not be required to
 physically surrender this Warrant to the Company until the Holder has
 purchased all of the Warrant Shares available hereunder and the Warrant has
 been exercised in full, in which case, the Holder shall surrender this
 Warrant to the Company for cancellation within three (3) business days of the
 date the final Notice of Exercise is delivered to the Company. Partial
 exercises of this Warrant resulting in purchases of a portion of the total
 number of Warrant Shares available hereunder shall have the effect of
 lowering the outstanding number of Warrant Shares purchasable hereunder in an
 amount equal to the applicable number of Warrant Shares purchased. The Holder
 and the Company shall maintain records showing the number of Warrant Shares
 purchased and the date of such purchases. The Company shall deliver any
 objection to any Notice of Exercise Form within one (1) business day of
 receipt of such notice. 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

 


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 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.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           b)
 Exercise Price. The
 exercise price per share of the Common Stock under this Warrant shall be $0.53, subject to adjustment
 hereunder (the “Exercise Price”).

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           c)
 Cashless Exercise. If at the time of exercise hereof there is no
 effective registration statement registering, or the prospectus contained
 therein is not available for the issuance of the Warrant Shares to the
 Holder, then this Warrant may also be exercised, in whole or in part, at such
 time by means of a “cashless exercise” in which the Holder shall be entitled
 to receive a certificate for the number of Warrant Shares equal to the
 quotient obtained by dividing [(A-B) (X)] by (A), where:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (A) = 

 	
 the VWAP on the business
 day immediately preceding the date on which Holder elects to exercise this
 Warrant by means of a “cashless exercise,” as set forth in the applicable
 Notice of Exercise;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (B) = 

 	
 the Exercise Price of this
 Warrant, as adjusted hereunder; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (X) = 

 	
 the number of Warrant
 Shares that would be issuable upon exercise of this Warrant in accordance
 with the terms of this Warrant if such exercise were by means of a cash
 exercise rather than a cashless exercise.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           “VWAP”
 means, for any date, the price determined by the first of the following
 clauses that applies: (a) if the Common Stock is then listed or quoted on a
 market or exchange, the daily volume weighted average price of the Common
 Stock for such date (or the nearest preceding date) on such market or
 exchange on which the Common Stock is then listed or quoted as reported by
 Bloomberg L.P. (based on a business day from 9:30 a.m. (New York City time)
 to 4:02 p.m. (New York City time)), (b) if the OTC Bulletin Board is not a
 market or exchange, the volume weighted average price of the Common Stock for
 such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if
 the Common Stock is not then listed or quoted for trading on the OTC Bulletin
 Board and if prices for the Common Stock are then reported in the “Pink
 Sheets” published by OTC Markets, Inc. (or a similar organization or agency
 succeeding to its functions of reporting prices), the most recent bid price
 per share of the Common Stock so reported, or (d) in all other cases,
 the fair market value of a share of Common Stock as determined by an
 independent appraiser selected in good faith by the Company and reasonably
 acceptable to the Required Holders (as defined herein), the fees and expenses
 of which shall be paid by the Company. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           d)
 Mechanics of Exercise. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           i.
 Delivery of Certificates Upon Exercise. Certificates for shares
 purchased hereunder shall be transmitted by the transfer agent to the Holder
 by crediting the account of the Holder’s prime broker with the depository
 trust company through its Deposit Withdrawal Agent Commission (“DWAC”)
 system if the Company is then a participant in such system and either (A)
 there is an effective Registration Statement

 


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 covering the issuance
 of the Warrant Shares to the Holder or (B) this Warrant is being exercised
 via cashless exercise, and otherwise by physical delivery to the address
 specified by the Holder in the Notice of Exercise by the date that is three
 (3) business days after the latest of (A) the delivery to the Company of the
 Notice of Exercise Form, (B) surrender of this Warrant (if required) and (C)
 payment of the aggregate Exercise Price as set forth above (including by
 cashless exercise, if permitted) (such date, the “Warrant Share Delivery
 Date”). This Warrant shall be deemed to have been exercised on the first
 date on which all of the foregoing have been delivered to the Company. The
 Warrant Shares shall be deemed to have been issued, and Holder or any other
 person so designated to be named therein shall be deemed to have become a
 holder of record of such shares for all purposes, as of the date the Warrant
 has been properly exercised, with payment to the Company of the Exercise
 Price (or by cashless exercise, if permitted) and all taxes required to be
 paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the
 issuance of such shares, having been paid. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           ii.
 Delivery of New Warrants Upon Exercise. If this Warrant shall have
 been exercised in part, the Company shall, at the request of the Holder and
 upon surrender of this Warrant certificate, at the time of delivery of the
 certificate or certificates representing Warrant Shares, deliver to the
 Holder a new Warrant evidencing the rights of the Holder to purchase the
 unpurchased Warrant Shares called for by this Warrant, which new Warrant
 shall in all other respects be identical with this Warrant.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           iii.
 Rescission Rights. If the Company fails to cause the transfer agent to
 transmit to the Holder a certificate or the certificates representing the
 Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery
 Date, then, the Holder will have the right to rescind such exercise.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           iv.
 Compensation for Buy-In on Failure to Timely Deliver Certificates Upon
 Exercise. In addition to any other rights available to the Holder, if the
 Company fails to cause the transfer agent to transmit to the Holder a
 certificate or the certificates representing the Warrant Shares pursuant to
 an exercise on or before the Warrant Share Delivery Date, and if after such
 Warrant Share Delivery Date, 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 that the Holder anticipated
 receiving from the Company (a “Buy-In”), then the Company shall,
 within five (5) 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 reasonable brokerage commissions, if
 any) for the shares of Common Stock so purchased (the “Buy-In Price”),
 at which point the Company’s obligation

 


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 to deliver such certificate
 (and to issue such Common Stock) shall terminate and this Warrant shall be
 restored to its pre-exercise numbers of shares, or (ii) promptly honor its
 obligation to deliver to the Holder a certificate or certificates
 representing such Common Stock 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 shares of Common Stock, times (B) the VWAP (as reported by
 Bloomberg) on the date of the event giving rise to the Company’s obligation
 to deliver such certificate. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Notwithstanding the
 foregoing, the Company shall not be required to make the payments set forth
 herein in the case of uncertificated Warrant Shares if the Holder fails to
 timely file a request with the depository trust company to receive such
 uncertificated Warrant Shares.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Notwithstanding the
 foregoing, if the Company fails to cause the transfer agent to transmit to
 the Holder a certificate or the certificates representing the Warrant Shares
 pursuant to an exercise on or before the Warrant Share Delivery Date, then
 the Holder will have the right to rescind such Notice of Exercise. Nothing
 herein shall limit a Holder’s right to pursue any other remedies available to
 it hereunder, at law or in equity including, without limitation, a decree of
 specific performance and/or injunctive relief with respect to the Company’s
 failure to timely deliver a Certificate pursuant to the terms hereof.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           v.
 No Fractional Shares or Scrip. No fractional shares or scrip
 representing fractional shares shall be issued upon the exercise of this
 Warrant. As to any fraction of a share which the Holder would otherwise be
 entitled to purchase upon such exercise, the Company shall, at its election,
 either pay a cash adjustment in respect of such final fraction in an amount
 equal to such fraction multiplied by the Exercise Price or round up to the
 next whole share.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           vi.
 Charges, Taxes and Expenses. Issuance of certificates for Warrant
 Shares shall be made without charge to the Holder for any issue or transfer
 tax or other incidental expense in respect of the issuance of such
 certificate, all of which taxes and expenses shall be paid by the Company,
 and such certificates shall be issued in the name of the Holder or in such
 name or names as may be directed by the Holder; provided, however,
 that in the event certificates for Warrant Shares are to be issued in a name
 other than the name of the Holder, this Warrant when surrendered for exercise
 shall be accompanied by the Assignment Form attached hereto duly executed by
 the Holder and the Company may require, as a condition thereto, the payment
 of a sum sufficient to reimburse it for any transfer tax incidental thereto.

 


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           vii.
 Closing of Books. The Company will not close its stockholder books or
 records in any manner which prevents the timely exercise of this Warrant,
 pursuant to the terms hereof.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 3. Certain
 Adjustments.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           a)
 Stock Dividends and Splits. If the Company, at any time while this
 Warrant is outstanding: (i) pays a stock dividend or otherwise makes a
 distribution or distributions on shares of its Common Stock or any other
 equity or equity equivalent securities payable in shares of Common Stock
 (which, for avoidance of doubt, shall not include any shares of Common Stock
 issued by the Company upon exercise of this Warrant), (ii) subdivides
 outstanding shares of Common Stock into a larger number of shares, (iii)
 combines (including by way of reverse stock split) outstanding shares of
 Common Stock into a smaller number of shares, or (iv) issues by
 reclassification of shares of the Common Stock any shares of capital stock of
 the Company, then in each case the Exercise Price shall be multiplied by a
 fraction of which the numerator shall be the number of shares of Common Stock
 (excluding treasury shares, if any) 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 the number of shares issuable
 upon exercise of this Warrant shall be proportionately adjusted such that the
 aggregate Exercise Price of this Warrant shall remain unchanged. Any
 adjustment made pursuant to this Section 3(a) shall become effective immediately
 after the record date for the determination of stockholders entitled to
 receive such dividend or distribution and shall become effective immediately
 after the effective date in the case of a subdivision, combination or
 re-classification.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           b)
 [Intentionally Omitted]

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           c)
 Subsequent Rights
 Offerings. If the Company,
 at any time while the Warrant is outstanding, shall issue rights, options or
 warrants to all holders of Common Stock (and not to the Holders) entitling them
 to subscribe for or purchase shares of Common Stock at a price per share less
 than the VWAP on the record date mentioned below, then, the Exercise Price
 shall be multiplied by a fraction, of which the denominator shall be the
 number of shares of the Common Stock outstanding on the date of issuance of
 such rights, options or warrants plus the number of additional shares of
 Common Stock offered for subscription or purchase, and of which the numerator
 shall be the number of shares of the Common Stock outstanding on the date of
 issuance of such rights, options or warrants plus the number of shares which
 the aggregate offering price of the total number of shares so offered
 (assuming receipt by the Company in full of all consideration payable upon
 exercise of such rights, options or warrants) would purchase at such VWAP.
 Such adjustment shall be made whenever such rights, options or warrants are
 issued, and shall become effective immediately after the record date for the
 determination of stockholders entitled to receive such rights, options or
 warrants. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           d)
 Pro Rata Distributions. If the Company, at any time while this Warrant
 is outstanding, shall distribute to all holders of Common Stock (and not to
 the Holders) evidences of its indebtedness or assets (including cash and cash
 dividends) or rights or 

 


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 warrants to subscribe
 for or purchase any security other than the Common Stock, then in each such
 case the Exercise Price shall be adjusted by multiplying the Exercise Price
 in effect immediately prior to the record date fixed for determination of
 stockholders entitled to receive such distribution by a fraction of which the
 denominator shall be the VWAP determined as of the record date mentioned
 above, and of which the numerator shall be such VWAP on such record date less
 the then per share fair market value at such record date of the portion of
 such assets or evidence of indebtedness so distributed applicable to one
 outstanding share of the Common Stock as determined by the Board of Directors
 in good faith. In either case the adjustments shall be described in a
 statement provided to the Holder of the portion of assets or evidences of
 indebtedness so distributed or such subscription rights applicable to one
 share of Common Stock. Such adjustment shall be made whenever any such
 distribution is made and shall become effective immediately after the record
 date mentioned above.

 
	
  

 	
  

 
	
  

 	
           e)
 Fundamental Transaction. If, at any time while this Warrant is
 outstanding, (i) the Company, directly or indirectly, in one
 or more related transactions effects any merger or consolidation of
 the Company with or into another Person, (ii) the Company,
 directly or indirectly, effects any sale, lease, license, assignment,
 transfer, conveyance or other disposition of all or substantially all
 of its assets in one or a series of related transactions, (iii) any, direct
 or indirect, purchase offer, tender offer or exchange offer (whether by the
 Company or another Person) is completed pursuant to which holders of Common
 Stock are permitted to sell, tender or exchange their shares for other
 securities, cash or property and has been accepted by the holders of 50% or
 more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one
 or more related transactions effects any reclassification,
 reorganization or recapitalization 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, or (v) the Company,
 directly or indirectly, in one or more related transactions consummates
 a stock or share purchase agreement or other business combination (including, without limitation, a
 reorganization, recapitalization, spin-off or scheme of arrangement) with another
 Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not
 including any shares of Common Stock held by the other Person or other
 Persons making or party to, or associated or affiliated with the other Persons
 making or party to, such stock or share purchase agreement or other business combination)
 (each a “Fundamental Transaction”), then, upon any subsequent exercise
 of this Warrant, the Holder shall have the right to receive, for each Warrant
 Share that would have been issuable upon such exercise immediately prior to
 the occurrence of such Fundamental Transaction, at the option of the Holder
 (without regard to any limitation in Section 2(e) on the exercise of this
 Warrant), the number of shares of Common Stock of the successor or acquiring
 corporation or of the Company, if it is the surviving corporation, and any
 additional consideration (the “Alternate Consideration”) receivable as
 a result of such Fundamental Transaction by a holder of the number of shares
 of Common Stock for which this Warrant is exercisable immediately prior to
 such Fundamental Transaction (without regard to any limitation in Section
 2(e) on the exercise of this Warrant). For purposes of any such exercise, the
 determination of the Exercise Price shall be appropriately adjusted to apply
 to such Alternate Consideration based on the amount of Alternate
 Consideration issuable in respect of one share of Common Stock

 


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 in such Fundamental
 Transaction, and the Company shall apportion the Exercise Price among the
 Alternate Consideration in a reasonable manner reflecting the relative value
 of any different components of the Alternate Consideration. If holders of
 Common Stock are given any choice as to the securities, cash or property to be
 received in a Fundamental Transaction, then the Holder shall be given the
 same choice as to the Alternate Consideration it receives upon any exercise
 of this Warrant following such Fundamental Transaction. 

 
	
  

 	
  

 
	
  

 	
           Notwithstanding
 the foregoing, in the event of a Fundamental Transaction that is (1) an all
 cash transaction, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3
 under the Exchange Act or (3) a Fundamental Transaction involving a person or
 entity not traded on either The New York Stock Exchange, Inc., The NYSE MKT,
 The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ
 Capital Market, other than a merger in connection with a bona fide
 acquisition by the Company of any Person in which (x) the gross consideration
 paid, directly or indirectly, by the Company in such acquisition is not
 greater than 45% of the Company’s market capitalization as calculated on each
 of (1) the date of the public announcement of such merger and (2) the date of
 the consummation of such merger and (y) such merger does not contemplate any
 change to the identity of the board of directors of the Company or any of the
 members of the senior management of the Company, including, without
 limitation, the chief executive officer and the chief financial officer of
 the Company, at the request of the Holder delivered before the 45th day after
 such Fundamental Transaction, the Company (or the Successor Entity, as
 defined below) shall purchase this Warrant from the Holder by paying to the
 Holder, within five business days after such request (or, if later, on the
 effective date of the Fundamental Transaction), cash in an amount equal to
 the Black Scholes Value of the remaining unexercised portion of this Warrant
 on the date of such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based
 on the Black Scholes Option Pricing Model obtained from the “OV” function on
 Bloomberg using (i) a price per share of Common Stock equal to the Weighted
 Average Price of the Common Stock for the business day immediately preceding
 the date of consummation of the applicable Fundamental Transaction, (ii) a
 risk-free interest rate corresponding to the U.S. Treasury rate for a period
 equal to the remaining term of this Warrant as of the date of the Holder’s request
 under this Section 3(e) and (iii) an expected volatility equal to the lesser
 of 80% and the 60-day volatility obtained from the HVT function on Bloomberg
 determined as of the business day next following the public announcement of
 the applicable Fundamental Transaction.

 
	
  

 	
  

 
	
  

 	
           The
 Company shall cause any successor entity in a Fundamental Transaction in
 which the Company is not the survivor (the “Successor Entity”) to
 assume in writing all of the obligations of the Company under this Warrant in
 accordance with the provisions of this Section 3(e) pursuant to written
 agreements in form and substance reasonably satisfactory to the Holder and
 approved by the Holder (without unreasonable delay) prior to such Fundamental
 Transaction and shall, at the option of the Holder, deliver to the Holder in
 exchange for this Warrant a security of the Successor Entity evidenced by a
 written instrument substantially similar in form and substance to this
 Warrant which is exercisable for a corresponding number of shares of capital
 stock of such Successor Entity (or its parent entity) equivalent to the
 shares of Common Stock acquirable and

 


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 receivable
 upon exercise of this Warrant (without regard to any limitations on the
 exercise of this Warrant) prior to such Fundamental Transaction, and with an
 exercise price 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 number of shares of capital stock and such
 exercise price being for the purpose of protecting the economic value of this
 Warrant immediately prior to the consummation of such Fundamental
 Transaction), and which is reasonably satisfactory in form and substance to
 the Holder. Upon the occurrence of any such Fundamental Transaction, the
 Successor Entity shall succeed to, and be substituted for (so that from and
 after the date of such Fundamental Transaction, the provisions of this
 Warrant referring to the “Company” shall refer instead to the Successor
 Entity), and may exercise every right and power of the Company and shall
 assume all of the obligations of the Company under this Warrant with the same
 effect as if such Successor Entity had been named as the Company herein.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           f)
 Calculations. All calculations under this Section 3 shall be made to
 the nearest cent or the nearest 1/100th of a share, as the case may be. For
 purposes of this Section 3, the number of shares of Common Stock deemed to be
 issued and outstanding as of a given date shall be the sum of the number of
 shares of Common Stock (excluding treasury shares, if any) issued and
 outstanding.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           g)
 Notice to Holder. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           i.
 Adjustment to Exercise Price. Whenever the Exercise Price is adjusted
 pursuant to any provision of this Section 3, the Company shall promptly mail
 to the Holder a notice setting forth the Exercise Price after such adjustment
 and setting forth a brief statement of the facts requiring such adjustment. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           ii.
 Notice to Allow Exercise by Holder. If during the term in which this
 Warrant may be exercised by the Holder (A) the Company shall declare a
 dividend (or any other distribution in whatever form) on the Common Stock,
 (B) the Company shall declare a special nonrecurring cash dividend on or a
 redemption of the Common Stock, (C) the Company shall authorize the granting
 to all holders of the Common Stock rights or warrants to subscribe for or
 purchase any shares of capital stock of any class or of any rights, (D) the
 approval of any stockholders of the Company shall be required in connection
 with any reclassification of the Common Stock, any consolidation or merger to
 which the Company is a party, any sale or transfer of all or substantially
 all of the assets of the Company, or any compulsory share exchange whereby
 the Common Stock is converted into other securities, cash or property, or (E)
 the Company shall authorize the voluntary or involuntary dissolution,
 liquidation or winding up of the affairs of the Company, then, in each case,
 the Company shall cause to be mailed to the Holder at its last address as it
 shall appear upon the Warrant Register of the Company, at least 10 calendar
 days prior to the applicable record or effective date hereinafter specified,
 a notice

 


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 stating (x) the date on
 which a record is to be taken for the purpose of such dividend, distribution,
 redemption, rights or warrants, or if a record is not to be taken, the date
 as of which the holders of the Common Stock of record to be entitled to such
 dividend, distributions, redemption, rights or warrants are to be determined
 or (y) the date on which such reclassification, consolidation, merger, sale,
 transfer or share exchange is expected to become effective or close, and the
 date as of which it is expected that holders of the Common Stock of record
 shall be entitled to exchange their shares of the Common Stock for
 securities, cash or other property deliverable upon such reclassification,
 consolidation, merger, sale, transfer or share exchange; provided that the
 failure to mail such notice or any defect therein or in the mailing thereof
 shall not affect the validity of the corporate action required to be specified
 in such notice. To the extent that any notice provided hereunder constitutes,
 or contains, material, non-public information regarding the Company or any of
 the Subsidiaries, the Company shall simultaneously file such notice with the
 Securities and Exchange Commission pursuant to a Current Report on Form 8-K.
 The Holder shall remain entitled to exercise this Warrant during the period
 commencing on the date of such notice to the effective date of the event
 triggering such notice except as may otherwise be expressly set forth herein.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Section 4. Transfer
 of Warrant.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           a)
 Transferability. Subject to compliance with applicable securities
 laws, this Warrant and all rights hereunder are transferable, in whole or in
 part, upon surrender of this Warrant at the principal office of the Company
 or its designated agent, together with a written assignment of this Warrant
 substantially in the form attached hereto duly executed by the Holder or its
 agent or attorney and funds sufficient to pay any transfer taxes payable upon
 the making of such transfer. Upon such surrender and, if required, such
 payment, the Company shall execute and deliver a new Warrant or Warrants in
 the name of the assignee or assignees, as applicable, and in the denomination
 or denominations specified in such instrument of assignment, and shall issue
 to the assignor a new Warrant evidencing the portion of this Warrant not so
 assigned, and this Warrant shall promptly be cancelled. The Warrant, if
 properly assigned in accordance herewith, may be exercised by a new holder
 for the purchase of Warrant Shares without having a new Warrant issued. 

 
	
  

 	
  

 
	
  

 	
           b)
 New Warrants. This Warrant may be divided or combined with other
 Warrants upon presentation hereof at the aforesaid office of the Company,
 together with a written notice specifying the names and denominations in
 which new Warrants are to be issued, signed by the Holder or its agent or
 attorney. Subject to compliance with Section 4(a), as to any transfer which
 may be involved in such division or combination, the Company shall execute
 and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
 to be divided or combined in accordance with such notice. All Warrants issued
 on transfers or exchanges shall include reference to the initial issuance
 date set forth on the first page of this Warrant and shall be identical with
 this Warrant

 


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 except as to the number
 of Warrant Shares issuable pursuant thereto and the Warrant number. 

 
	
  

 	
  

 
	
  

 	
           c)
 Warrant Register. The Company shall register this Warrant, upon
 records to be maintained by the Company for that purpose (the “Warrant
 Register”), in the name of the record Holder hereof 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 written
 notice to the contrary.

 
	
  

 	
  

 
	
  

 	
 Section 5. Miscellaneous.

 
	
  

 	
  

 
	
  

 	
           a)
 No Rights as Stockholder Until Exercise. This Warrant does not
 entitle the Holder to any voting rights, dividends or other rights as a
 stockholder of the Company prior to the exercise hereof as set forth in
 Section 2(d)(i). 

 
	
  

 	
  

 
	
  

 	
           b)
 Loss, Theft, Destruction or Mutilation of Warrant. The Company
 covenants that upon receipt by the Company of evidence reasonably
 satisfactory to it of the loss, theft, destruction or mutilation of this
 Warrant or any stock certificate relating to the Warrant Shares, and in case
 of loss, theft or destruction, of indemnity or security reasonably
 satisfactory to it, and upon surrender and cancellation of such Warrant or
 stock certificate, if mutilated, the Company will make and deliver a new
 Warrant or stock certificate of like tenor and dated as of such cancellation,
 in lieu of such Warrant or stock certificate.

 
	
  

 	
  

 
	
  

 	
           c)
 Saturdays, Sundays, Holidays, etc. If the last or appointed day
 for the taking of any action or the expiration of any right required or
 granted herein shall not be a business day, then, such action may be taken or
 such right may be exercised on the next succeeding business day.

 
	
  

 	
  

 
	
  

 	
           d)
 Authorized Shares. The Company covenants that during the period
 the Warrant is outstanding, it will reserve from its authorized and unissued
 Common Stock a sufficient number of shares to provide for the issuance of the
 Warrant Shares upon the exercise of any purchase rights under this Warrant.
 The Company further covenants that its issuance of this Warrant shall
 constitute full authority to its officers who are charged with the duty of
 executing stock certificates to execute and issue the necessary certificates
 for the Warrant Shares upon the exercise of the purchase rights under this
 Warrant. The Company will take all such reasonable action as may be necessary
 to assure that such Warrant Shares may be issued as provided herein without
 violation of any applicable law or regulation, or of any requirements of the
 Trading Market upon which the Common Stock may be listed. “Trading Market”
 means any of the following markets or exchanges on which the Common Stock is
 listed or quoted for trading on the date in question: the NYSE MKT, the
 Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select
 Market, the New York Stock Exchange or the OTC Bulletin Board (or any
 successors to any of the foregoing). The Company covenants that all Warrant
 Shares which may be issued upon the exercise of the purchase rights
 represented by this Warrant will, upon exercise of the purchase rights represented
 by this Warrant and

 


A-10









	
  

 	
  

 
	
  

 	
 payment for such
 Warrant Shares in accordance herewith, be duly authorized, validly issued,
 fully paid and nonassessable and free from all taxes, liens and charges
 created by the Company in respect of the issue thereof (other than taxes in
 respect of any transfer occurring contemporaneously with such issue). 

 
	
  

 	
  

 
	
  

 	
           Except
 and to the extent as waived or consented to by the Holder, the Company shall
 not by any action, including, without limitation, amending its certificate 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 (i) 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, (ii) take all such action as may be necessary
 or appropriate in order that the Company may validly and legally issue fully
 paid and nonassessable Warrant Shares upon the exercise of this Warrant and
 (iii) 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.

 
	
  

 	
  

 
	
  

 	
           Before
 taking any action which would result in an adjustment in the number of
 Warrant Shares for which this Warrant is exercisable or in the Exercise
 Price, the Company shall obtain all such authorizations or exemptions
 thereof, or consents thereto, as may be necessary from any public regulatory
 body or bodies having jurisdiction thereof.

 
	
  

 	
  

 
	
  

 	
           e)
 Jurisdiction. All questions concerning the construction,
 validity, enforcement and interpretation of this Warrant shall be determined
 in accordance with the laws of the State of New York.

 
	
  

 	
  

 
	
  

 	
           f)
 Restrictions. The Holder acknowledges that the Warrant Shares
 acquired upon the exercise of this Warrant, if not registered, and the Holder
 does not utilize cashless exercise, will have restrictions upon resale
 imposed by state and federal securities laws.

 
	
  

 	
  

 
	
  

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

 


A-11









	
  

 	
  

 	
  

 
	
  

 	
           h)
 Notices. The Company shall provide Holder with prompt written
 notice of all actions taken pursuant to this Warrant. Whenever notice is
 required to be given under this Warrant, unless otherwise provided herein,
 such notice shall be given in writing, will be mailed (a) if within the
 domestic United States by first-class registered or certified airmail, or
 nationally recognized overnight express courier, postage prepaid, or by
 facsimile or (b) if delivered from outside the United States, by
 International Federal Express or facsimile, and (c) will be deemed given (i)
 if delivered by first-class registered or certified mail domestic, three
 business days after so mailed, (ii) if delivered by nationally recognized
 overnight carrier, one business day after so mailed, (iii) if delivered by
 International Federal Express, two business days after so mailed and (iv) if
 delivered by facsimile, upon electronic confirmation of receipt, and will be
 delivered and addressed as follows: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i) if to the Company,
 to: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 iBio, Inc.

 
	
  

 	
  

 	
 9 Innovation Way, Suite
 100

 
	
  

 	
  

 	
 Newark DE 19711

 
	
  

 	
  

 	
 Attn: Robert B. Kay,
 Chief Executive Officer

 
	
  

 	
  

 	
 Facsimile: (302)
 356-1173

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 with a copy to: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Andrew Abramowitz, PLLC

 
	
  

 	
  

 	
 565 Fifth Avenue, Ninth
 Floor

 
	
  

 	
  

 	
 New York, NY 10017

 
	
  

 	
  

 	
 Attn: Andrew Abramowitz

 
	
  

 	
  

 	
 Facsimile: (212)
 972-8883

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii) if to the Holder,
 at the address of the Holder appearing on the books of the Company.

 
	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           k)
 Successors and Assigns. Subject to applicable securities laws,
 this Warrant and the rights and obligations evidenced hereby shall inure to
 the benefit of and

 


A-12









	
  

 	
  

 
	
  

 	
 be binding upon the
 successors and permitted assigns of the Company and the successors and
 permitted assigns of Holder. The provisions of this Warrant are intended to
 be for the benefit of any Holder from time to time of this Warrant and shall
 be enforceable by the Holder or holder of Warrant Shares.

 
	
  

 	
  

 
	
  

 	
           l)
 Amendment. This Warrant is one of a series of Warrants of like
 tenor issued by the Company pursuant to the Underwriting Agreement, dated as
 of April 23, 2013, by and between the Company and Roth Capital Partners, LLC
 (collectively, the “Warrants”). Any term of this Warrant may be
 amended or waived (including the adjustment provisions included in Section 3
 of this Warrant) upon the written consent of the Company and the holders of
 Warrants representing at least 66 2/3% of the number of shares of Common
 Stock then subject to all outstanding Series A Warrants (the “Required
 Holders”); provided, that (x) any such amendment or waiver must apply to
 all Warrants; and (y) the number of Warrant Shares subject to this Warrant
 may not be reduced, the Exercise Price may not be increased and the
 Termination Date may not be accelerated, and the right to exercise this
 Warrant may not be terminated or waived, without the written consent of the
 Holder.

 
	
  

 	
  

 
	
  

 	
           m)
 Severability. Wherever possible, each provision of this Warrant
 shall be interpreted in such manner as to be effective and valid under
 applicable law, but if any provision of this Warrant shall be prohibited by
 or invalid under applicable law, such provision shall be ineffective to the
 extent of such prohibition or invalidity, without invalidating the remainder
 of such provisions or the remaining provisions of this Warrant.

 
	
  

 	
  

 
	
  

 	
           n)
 Headings. The headings used in this Warrant are for the
 convenience of reference only and shall not, for any purpose, be deemed a
 part of this Warrant.

 


********************


 (Signature Page Follows)


A-13





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


	
  

 	
  

 	
  

 
	
  

 	
 IBIO, INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 









NOTICE
OF EXERCISE


TO: IBIO, INC.


                    (1)
The undersigned hereby elects to purchase ________ Warrant Shares of the
Company pursuant to the terms of the attached Warrant (only if exercised in
full), and tenders herewith payment of the exercise price in full, together
with all applicable transfer taxes, if any.


                    (2)
Payment shall take the form of (check applicable box):


	
  

 	
  

 	
  

 
	
  

 	
 [   ] in lawful money of the United
 States; or

 	 
	
  

 	
  

 	 
	
  

 	
 [   ] if
 permitted the cancellation of such number of Warrant Shares as is necessary,
 in accordance with the formula set forth in subsection 2(c), to exercise this
 Warrant with respect to the maximum number of Warrant Shares purchasable
 pursuant to the cashless exercise procedure set forth in subsection 2(c).

 	 





                    (3)
Please issue a certificate or certificates representing said Warrant Shares in
the name of the undersigned or in such other name as is specified below:


	
  

 	
  

 	
  

 



The Warrant Shares shall be delivered to the following
DWAC Account Number or by physical delivery of a certificate to:


	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 



[SIGNATURE OF HOLDER]


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name of Investing Entity: 

 	
  

 
	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Signature
 of Authorized Signatory of Investing Entity:

 	
  

 
	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name of Authorized Signatory:

 	
  

 
	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Title of Authorized Signatory: 

 	
  

 
	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Date:

 	
  

 
	
  

 	 

 









ASSIGNMENT
FORM


(To assign the
foregoing warrant, execute

this form and supply required information. 

Do not use this form to exercise the warrant.)


                    FOR
VALUE RECEIVED, [____] all of or [__________] shares of the foregoing Warrant
and all rights evidenced thereby are hereby assigned to


	
  

 	
  

 
	
  

 	
  whose address is

 
	 

 	
  

 






	
  

 	
  

 
	
  

 	
 .

 
	 

 	
  

 






	
  

 	
  

 
	 

 	
  

 






	
  

 	
  

 
	
  

 	
 Dated: ______________, _______

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Holder’s Signature:

 	
  

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Holder’s Address:

 	
  

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	 

 	
  

 






	
  

 	
  

 	
  

 
	
 Signature Guaranteed:

 	
  

 	
  

 
	
  

 	 

 	
  

 



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


-3-