10.19(c)


 


THIS WARRANT AND THE COMMON SHARES
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS
OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO INNOVUS PHARMACEUTICALS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.


 


Right to Purchase up to 250,000 Shares of
Common Stock of

Innovus Pharmaceuticals, Inc.

(subject to adjustment as provided herein)


 


COMMON
STOCK PURCHASE WARRANT


 


	No. FEB2014-1-GEM	Issue Date: February 13, 2014




 


INNOVUS
PHARMACEUTICALS, INC., a corporation organized under the laws of Nevada (the “Company”), hereby certifies that,
for value received, GEMINI MASTER FUND, LTD., a Cayman Islands Company or assigns (the “Holder”), is entitled, subject
to the terms set forth below, to purchase from the Company (as defined herein) from and after the Issue Date of this Warrant and
at any time, up to 250,000 fully paid and nonassessable shares of Common Stock (as hereinafter defined), par value of $0.001 per
share, at the applicable Exercise Price per share (as defined below). The number and character of such shares of Common Stock and
the applicable Exercise Price per share are subject to adjustment as provided herein.


 


This Warrant has been issued pursuant to
the terms of that certain Securities Purchase Agreement, dated as of February 13, 2014 (the “Purchase Agreement”),
by and among the Company and Purchaser party thereto, including the Holder. Capitalized terms not defined herein shall have the
meanings given to them in the Purchase Agreement. As used herein the following terms, unless the context otherwise requires, have
the following respective meanings:


 


(a)          “Aggregate
Exercise Price” means an amount equal to the product of (i) the number of shares of Common Stock in respect of which this
Warrant is being exercised pursuant to Section 2 hereof, multiplied by (ii) the then-current Exercise Price.


 


(b)          “Business
Day” means any day, except a Saturday, Sunday or legal holiday, on which banking institutions in the city of San Diego, California
are authorized or obligated by law or executive order to close.


 


(c)          The
term “Company” shall mean Innovus Pharmaceuticals, Inc. and any person or entity which shall succeed, or assume the
obligations of, Innovus Pharmaceuticals, Inc. hereunder.


 


(d)          The
term “Common Stock” shall mean (i) the Company’s common shares, $0.001 par value per share; and (ii) any other
securities into which or for which any of the securities described in the preceding clause (i) may be converted or exchanged pursuant
to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.


 


(e)          The
term “Exercise Price” shall mean $0.50 per share, subject to adjustments as provided herein.


 


(f)          The
term “Other Securities” shall mean any stock (other than Common Stock) and other securities of the Company or any other
person (corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have received,
on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have
been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4 or otherwise.


 



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(g)          “Trading
Day” means a day on which the principal Trading Market is open for trading.


 


(h)          “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, the OTC Bulletin Board or the OTC Markets (or any successors to any of the foregoing).


 


1.          Term
of Warrant. Subject to the terms and conditions hereof, at any time or from time to time after the date hereof and prior to
5:00 p.m., San Diego time, on the fifth (5th) anniversary of the date hereof or, if such day is not a Business Day, on the next
preceding Business Day (the “Exercise Period”) the Holder of this Warrant may exercise this Warrant in whole or in
part, of the Common Stock purchasable upon exercise hereof (subject to adjustment as provided herein).


 


2.          Exercise
of Warrant.


 


2.1           Number
of Shares Issuable upon Exercise. From and after the date hereof, the Holder shall be entitled to receive, upon exercise of
this Warrant in whole or in part, upon surrender of this Warrant to the Company at its principal executive office (or an indemnification
undertaking with respect to this Warrant in the case of loss, theft, or destruction), or by delivery of an original or fax copy
of an exercise notice in the form attached hereto as Exhibit A (the “Exercise Notice”), duly completed, and payment
to the Company of the Aggregate Exercise Price, the Holder shall be entitled to receive, shares of Common Stock of the Company,
subject to adjustment pursuant to Section 5.


 


2.2           Fair
Market Value. For purposes hereof, the “Fair Market Value” of a share of Common Stock as of a particular date (the
“Determination Date”) shall mean:


 


(a)          If
the Company’s Common Stock is traded on the NYSE MKT or another national exchange, then the closing or last sale price, respectively,
reported for the last Business Day immediately preceding the Determination Date.


 


(b)          If
the Company’s Common Stock is not traded on the NYSE MKT or another national exchange but is traded on the Over The Counter
Bulletin Board operated by FINRA or the OTC Markets, then closing or last sale price respectively, reported for the last Business
Day immediately preceding the determined date.


 


(c)          Except
as provided in clause (d) below, if the Company’s Common Stock is not publicly traded, then as the Holder and the Board of
Directors of the Company jointly agree or in the absence of agreement by arbitration in accordance with the rules then in effect
of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education
and training to pass on the matter to be decided.


 


(d)          If
the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution
or winding up pursuant to the Company’s charter, then all amounts to be payable per share to holders of the Common Stock
pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share
in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares
of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date.


 


2.3           Company
Acknowledgment. The Company will, at the time of the exercise of this Warrant, upon the request of the Holder acknowledge in
writing its continuing obligation to afford to such Holder any rights to which such Holder shall continue to be entitled after
such exercise in accordance with the provisions of this Warrant. If the Holder shall fail to make any such request, such failure
shall not affect the continuing obligation of the Company to afford to such Holder any such rights.


 



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2.4           Trustee
for Warrant Holders. In the event that a bank or trust company shall have been appointed as trustee for the holders of this
Warrant pursuant to Subsection 3.2, such bank or trust company shall have all the powers and duties of a warrant agent (as hereinafter
described) and shall accept, in its own name for the account of the Company or such successor person as may be entitled thereto,
all amounts otherwise payable to the Company or such successor, as the case may be, on exercise of this Warrant pursuant to this
Section 1.


 


3.          Procedure
for Exercise.


 


3.1           Delivery
of Stock Certificates, Etc., on Exercise. The Company agrees that the shares of Common Stock purchased upon exercise of this
Warrant shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date on
which this Warrant shall have been surrendered and payment made for such shares in accordance herewith. Not later than five (5)
Trading Days after such date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered,
to the holder (A) a certificate or certificates representing the shares of Common Stock purchased upon exercise of this Warrant
which, on or after the earlier of (i) the six month anniversary of the Issue Date, provided the Holder is not an Affiliate, shall
be free of restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement)
representing the number of shares of Common Stock purchased upon exercise of this Warrant. On or after the six month anniversary
of the Issue Date, provided the Holder is not an Affiliate, the Company shall use reasonable commercial efforts to deliver any
certificate or certificates required to be delivered by the Company under this Section 3.1 electronically through the Depository
Trust Company or another established clearing corporation performing similar functions.


 


3.2           Failure
to Deliver Certificates. If, in the case of any Exercise Notice, such certificate or certificates are not delivered to or as
directed by the applicable holder by the Share Delivery Date, the holder shall be entitled to elect by written notice to the Company
at any time on or before its receipt of such certificate or certificates, to rescind such Exercise Notice, in which event the Company
shall promptly return to the holder any original Warrant delivered to the Company and the holder shall promptly return to the Company
the Common Stock certificates issued to such holder pursuant to the rescinded Exercise Notice.


 


3.3           Obligation
Absolute; Partial Liquidated Damages. The Company’s obligations to issue and deliver the shares of Common Stock purchased
upon exercise of this Warrant upon exercise of this Warrant in accordance with the terms hereof are absolute and unconditional,
irrespective of any action or inaction by the holder to enforce the same, any waiver or consent with respect to any provision hereof,
the recovery of any judgment against any person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination, 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 which might otherwise
limit such obligation of the Company to the Holder in connection with the issuance of such shares of Common Stock purchased upon
exercise of this Warrant; provided, however, that such delivery shall not operate as a waiver by the Company of any
such action the Company may have against the holder. In the event the holder of this Warrant shall elect to exercise any or all
portion hereof, the Company may not refuse exercise based on any claim that the holder or anyone associated or affiliated with
the holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice
to holder, restraining and or enjoining exercise of all or part of this Warrant shall have been sought and obtained, or an opinion
from legal counsel has been sought and obtained. Nothing herein shall limit a holder’s right to pursue actual damages for
the Company’s failure to deliver the shares of Common Stock purchased upon exercise of this Warrant within the period specified
herein and the holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit the holder
from seeking to enforce damages pursuant to any other Section hereof or under applicable law.


 



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3.4           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 for any reason to deliver to the holder such certificate or certificates by the Share Delivery Date pursuant
to Section 3.1, and if after such Share Delivery Date the holder is required by its brokerage firm to purchase (in an open market
transaction or otherwise), or the holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction
of a sale by the holder of the shares of Common Stock purchased upon exercise of this Warrant which the Holder was entitled to
receive upon the exercise relating to such Share Delivery Date (a “Buy-In”), then the Company shall (A) pay
in cash to the holder (in addition to any other remedies available to or elected by the holder) the amount, if any, by which (x)
the holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the
product of (1) the aggregate number of shares of Common Stock that the Holder was entitled to receive from the exercise at issue
multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including
any brokerage commissions) and (B) at the option of the holder, either reissue (if surrendered) this Warrant representing that
number of shares of Common Stock which it represented prior to such exercise (in which case such exercise shall be deemed rescinded)
or deliver to the holder the number of shares of Common Stock that would have been issued if the Company had timely complied with
its delivery requirements under Section 3.1. For example, if the holder purchases Common Stock having a total purchase price of
$11,000 to cover a Buy-In with respect to an attempted exercise of this Warrant with respect to which the actual sale price of
the shares of Common Stock purchased upon exercise of this Warrant (including any brokerage commissions) giving rise to such purchase
obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay
the holder $1,000. The holder shall provide the Company written notice indicating the amounts payable to the holder in respect
of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a holder’s
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares
of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.


 


3.5           Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a holder shall not have the right to exercise
any portion of this Warrant, to the extent that after giving effect to the exercise set forth on the applicable Exercise Notice,
the holder (together with the holder’s Affiliates, and any Persons acting as a group together with the holder or any of the
holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For
purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the holder and its Affiliates shall
include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is
being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) exercise of the remaining, exercised
portion of this Warrant beneficially owned by the holder or any of its Affiliates and (ii) exercise or conversion of the unexercised
or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the
limitation contained herein (including, without limitation, any other Warrants or the Debentures) beneficially owned by the holder
or any of its Affiliates.  Except as set forth in the preceding sentence, for purposes of this Section 3.5, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
To the extent that the limitation contained in this Section 3.5 applies, the determination of whether this Warrant is convertible
(in relation to other securities owned by the holder together with any Affiliates) and of which portion of this Warrant is exercisable
shall be in the sole discretion of the holder, and the submission of an Exercise Notice shall be deemed to be the holder’s
determination of whether this Warrant may be exercised (in relation to other securities owned by the holder together with any Affiliates)
and which principal amount of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation. To ensure
compliance with this restriction, the holder will be deemed to represent to the Company each time it delivers an Exercise Notice
that such Exercise Notice has not violated the restrictions set forth in this paragraph and the Company shall have no obligation
to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above
shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
For purposes of this Section 3.5, in determining the number of outstanding shares of Common Stock, the holder may rely on the number
of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic
or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii)
a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common
Stock outstanding.  Upon the written or oral request of a holder, the Company shall within three Trading Days confirm orally
and in writing 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 or its Affiliates since the date as of which such number of outstanding shares of Common Stock was
reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant held by the holder.
The holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation
provisions of this Section 3.5. Any such increase or decrease will not be effective until the 61st day after such notice
is delivered to the Company. The Beneficial Ownership Limitation provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 3.5 to correct this paragraph (or any portion hereof)
which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or
supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall
apply to a successor holder of this Warrant.


 



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3.6           Exercise.


 


(a)          Payment
may be made in cash by wire transfer of immediately available funds to an account designated in writing by the Company, or by certified
or official bank check payable to the order of the Company equal to the Aggregate Exercise Price for the number of Common Shares
specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares
of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the
number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined
as provided herein.


 


(b)          Notwithstanding
the provisions of subsection (a) above to the contrary, if at the time the Holder exercises this Warrant either (i) in cash by
wire transfer of immediately available funds to an account designated in writing by the Company or by certified or official bank
check payable to the order of the Company equal to the applicable Aggregate Exercise Price, (ii) by delivery of this Warrant, or
shares of Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with the formula set forth in
subsection (c) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such
Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock
issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number of duly
authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.


 


(c)          In
accordance with subsection (b) above, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price
(at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares
equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant
at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue
to the Holder a number of shares of Common Stock computed using the following formula:


 


		X=	_Y(A-B)_

      A



 


		Where X =	the number of shares of Common Stock to be issued to
the Holder



 


		Y =	the number of shares of Common Stock purchasable under
this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date
of such calculation)



 


		A =	the Fair Market Value of one share of the Company’s
Common Stock (at the date of such calculation)



 


		B =	the Exercise Price per share (as adjusted to the date
of such calculation)



 


(d)          Omitted.


 



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4.          Effect
of Reorganization, Etc.; Adjustment of Exercise Price.


 


4.1           Reorganization,
Consolidation, Merger, Etc. In case at any time or from time to time the Company shall (a) effect a reorganization, (b) consolidate
with or merge into any other person, or (c) transfer all or substantially all of its properties or assets to any other person under
any plan or arrangement contemplating the dissolution of the Company, then, in each such case, as a condition to the consummation
of such a transaction, proper and adequate provision shall be made by the Company whereby the Holder, on the exercise hereof as
provided in Section 1 at any time after the consummation of such reorganization, consolidation or merger or the effective date
of such dissolution, as the case may be, upon closing date of any such reorganization, consolidation, merger or sale or transfer
of assets, shall receive, in lieu of the Common Stock (or Other Securities) issuable on such exercise prior to such consummation
or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled
upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant,
immediately prior thereto, all subject to further adjustment thereafter as provided in Section 5.


 


4.2           Dissolution.
In the event of any dissolution of the Company following the transfer of all or substantially all of its properties or assets,
the Company, concurrently with any distributions made to holders of its Common Stock, shall at its expense deliver or cause to
be delivered to the Holder the stock and other securities and property (including cash, where applicable) receivable by the Holder
pursuant to Section 4.1, or, if the Holder shall so instruct the Company, to a bank or trust company specified by the Holder and
having its principal office in Utah as trustee for the Holder (the “Trustee”).


 


4.3           Continuation
of Terms. Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer) referred
to in this Section 4, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the shares
of stock and other securities and property receivable on the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding
upon the issuer of any such stock or other securities, including, in the case of any such transfer, the person acquiring all or
substantially all of the properties or assets of the Company, whether or not such person shall have expressly assumed the terms
of this Warrant as provided in Section 5. In the event this Warrant does not continue in full force and effect after the consummation
of the transactions described in this Section 4, then the Company’s securities and property (including cash, where applicable)
receivable by the Holder will be delivered to the Holder or the Trustee as contemplated by Section 4.2.


 


5.          Other
Issuances


 


(a)
Variable Rate Transactions. If the Company enters into a Variable Rate Transaction, despite the prohibition set forth in the
Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible
conversion price at which such securities may be converted or exercised and the Conversion Price shall be adjusted lower to such
price, the “Base Conversion Price”. The Company shall notify the holder in writing, no later than the third trading
day following the issuance of any Common Stock or Common Stock Equivalent subject to this section, indicating therein the applicable
issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive
Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant
to this Section 5, upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Conversion Shares
based upon the Base Conversion Price on or after the date of such Dilutive Issuance, regardless of whether the Holder accurately
refers to the Base Conversion Price in the Notice of Conversion.


 


(b) . If the
Company, at any time while the Debenture is outstanding, shall issue rights, options or warrants to all Holder of Common
Stock (and not to the Holder) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is
lower than the Conversion Price , then the Conversion 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 delivery to the Company in
full of all consideration payable upon exercise of such rights, options or warrants) would purchase at the Conversion Price.
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.


 



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6.          Certificate
as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable
on the exercise of this Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate
designee to compute such adjustment or readjustment in accordance with the terms of this Warrant and prepare a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including
a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other
Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities)
outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon
exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided
in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder and any warrant agent of the Company
(appointed pursuant to Section 12 hereof).


 


7.          Reservation
of Stock, Etc., Issuable on Exercise of Warrant. The Company will at all times reserve and keep available, solely for issuance
and delivery on the exercise of this Warrant, shares of Common Stock (or Other Securities) from time to time issuable on the exercise
of this Warrant.


 


8.          Assignment;
Exchange of Warrant. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby,
may be transferred by any registered holder hereof (a “Transferor”) in whole or in part. On the surrender for exchange
of this Warrant, with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement
Form”) and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities
laws, which shall include, without limitation, a legal opinion from the Transferor’s counsel (at the Transferor’s expense)
that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its expense (but
with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof
a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form
(each a “Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock
called for on the face or faces of the Warrant so surrendered by the Transferor.


 


9.          Replacement
of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or
security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation
of this Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.


 


10.         Warrant
Agent. The Company may, by written notice to the Holder of the Warrant, appoint an agent for the purpose of issuing Common
Stock (or Other Securities) on the exercise of this Warrant pursuant to Section 2, exchanging this Warrant pursuant to Section
9, and replacing this Warrant pursuant to Section 11, or any of the foregoing, and thereafter any such issuance, exchange or replacement,
as the case may be, shall be made at such office by such agent.


 


11.         Transfer
on the Company’s Books. Until this Warrant is transferred on the books of the Company, the Company may treat the registered
holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.


 


12.         Notices,
Etc. All notices and other communications from the Company to the Holder shall be mailed by first class registered or certified
mail, postage prepaid, at such address as may have been furnished to the Company in writing by such Holder or, until any such Holder
furnishes to the Company an address, then to, and at the address of, the last Holder who has so furnished an address to the Company.


 



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13.         Holder
Not Deemed a Stockholder; Limitations on Liability. Except as otherwise specifically provided herein, prior to the issuance
to the Holder of the Common Stock to which the Holder is then entitled to receive upon the due exercise of this Warrant, the Holder
shall not be entitled to vote or receive dividends or be deemed the holder of shares of capital stock of the Company for any purpose,
nor shall anything contained in this Warrant be construed to confer upon the Holder, as such, any of the rights of a stockholder
of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock,
reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription
rights, or otherwise. 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.


 


14.         Compliance
with the Securities Act. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of
this Section 17 and the restrictive legend requirements set forth on the face of this warrant and further agrees that such Holder
shall not offer, sell or otherwise dispose of this Warrant or any Common Stock to be issued upon exercise hereof except under circumstances
that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”).


 


15.         Miscellaneous.
This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination is sought. THIS WARRANT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. ANY ACTION
BROUGHT CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT SHALL BE BROUGHT ONLY IN THE STATE COURTS OF CALIFORNIA OR IN
THE FEDERAL OR STATE COURTS LOCATED IN THE STATE OF CALIFORNIA; PROVIDED, HOWEVER, THAT THE HOLDER MAY CHOOSE TO WAIVE THIS PROVISION
AND BRING AN ACTION OUTSIDE THE STATE OF CALIFORNIA. The individuals executing this Warrant on behalf of the Company agree to submit
to the jurisdiction of such courts and waive trial by jury. The prevailing party shall be entitled to recover from the other party
its reasonable attorneys’ fees and costs. In the event that any provision of this Warrant is invalid or unenforceable under
any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith
and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable
under any law shall not affect the validity or enforceability of any other provision of this Warrant. The headings in this Warrant
are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof. The invalidity or unenforceability
of any provision hereof shall in no way affect the validity or enforceability of any other provision hereof. The Company acknowledges
that legal counsel participated in the preparation of this Warrant and, therefore, stipulates that the rule of construction that
ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Warrant to favor any
party against the other party.


 




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IN WITNESS WHEREOF, the Company has executed
this Warrant as of the date first written above.


 


	 	INNOVUS PHARMACEUTICALS, INC.
	 	 	 
	 	By:	/s/ Lynnette Dillen
	 	Name:	Lynnette Dillen
	 	Title:	Executive Vice President, Chief Financial Officer


 




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