WARRANT AGREEMENT


 


between


 


CELLECTAR BIOSCIENCES, INC.


 


and


 


AMERICAN STOCK TRANSFER & TRUST COMPANY,
LLC,


AS WARRANT AGENT


 


________________________, 2014


 





 



 




    	 



    	 



    

 


This WARRANT AGREEMENT
(the "Agreement") is dated as of [●], 2014, between CELLECTAR BIOSCIENCES, INC., a Delaware corporation
(the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as warrant agent (the "Warrant
Agent").


 


W I T N E S S E T H


 


WHEREAS, pursuant to
the Underwriting Agreement, dated as of______, 2014 between the Company and the Representative of the underwriters named therein,
the Company proposes to issue warrants (the "Warrants") entitling the holders thereof to purchase initially up
to an aggregate of ______________ shares of the Company's _________ common stock, par value $__________ per share (the "Common
Stock"), which may be increased by up to 15% through exercise of the underwriters’ over-allotment option. The shares
of Common Stock issuable pursuant to the Warrants, as adjusted from time to time pursuant to this Agreement, are referred to herein
as the "Shares."


 


WHEREAS, the Warrant
Agent, at the request of the Company, has agreed to act as the agent of the Company in connection with the issuance, registration,
transfer, exchange, exercise and conversion of the Warrants.


 


NOW, THEREFORE, in consideration
of the premises and mutual agreements herein set forth, the parties hereto agree as follows:


 


SECTION 1.  
Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance
with the instructions hereinafter in this Agreement set forth, and the Warrant Agent hereby accepts such appointment, upon the
terms and conditions hereinafter set forth.


 


SECTION 2.  
Issuances. Subject to the provisions of this Agreement, on the Closing Date pursuant to the terms of the Underwriting Agreement
(the "Closing Date"), Warrants to purchase initially up to an aggregate of ______________ Shares will be issued
and delivered by the Company. The Company will deliver to the Warrant Agent certificates evidencing the Warrants (the "Warrant
Certificates").


 


SECTION 3.  
Form of Warrant Certificates. The Warrant Certificates to be delivered pursuant to this Agreement and the forms of election
to exercise and of assignment to be printed on the reverse thereof shall be in substantially the form set forth in Exhibit A hereto
together with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement,
and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required
to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or as may, consistently
herewith, be determined by the officers executing such Warrant Certificates, as evidenced by their execution of the Warrant Certificates.


 


SECTION 4.  
Execution of Warrant Certificates. Warrant Certificates shall be signed on behalf of the Company by its Chief Executive
Officer, its President, a Vice President or its Treasurer (each, an "Officer") and attested by its Secretary
or an Assistant Secretary (each, an "Attesting Officer"). Each such signature upon the Warrant Certificates may
be in the form of a facsimile signature of any such Officer and Attesting Officer and may be imprinted or otherwise reproduced
on the Warrant Certificates and for that purpose the Company may adopt and use the facsimile signature of any Officer and Attesting
Officer.


 




    	 



    	 



    

 


If any Officer or Attesting
Officer who shall have signed any of the Warrant Certificates shall cease to be an Officer or Attesting Officer before the Warrant
Certificates so signed shall have been countersigned by the Warrant Agent or delivered by the Company, such Warrant Certificates
nevertheless may be countersigned and delivered as though such Officer or Attesting Officer had not ceased to be an Officer or
Attesting Officer, and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of
the execution of such Warrant Certificate, shall be a proper Officer or Attesting Officer to sign such Warrant Certificate, although
at the date of the execution of this Agreement any such person was not such an officer.


 


SECTION 5.  
Registration and Countersignature. Warrant Certificates shall be countersigned and dated the date of countersignature by
the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrants shall be numbered and shall be registered
in a register (the "Warrant Register") to be maintained by the Warrant Agent.


 


The Warrants shall be
issuable in book entry (the “Book-Entry Warrant Certificates”). All of the Warrants shall initially be represented
by one or more Book-Entry Warrant Certificates deposited with the Warrant Agent and registered in the name of the Registered Holder.
Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through,
records maintained by the Warrant Agent.


 


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


 


SECTION 6.  
Registration of Transfers and Exchanges. (a) Subject to paragraphs (b) and (c) of this Section 6, the Warrant Agent shall
from time to time register the transfer of any outstanding Warrant Certificates in the Warrant Register, upon surrender of such
Warrant Certificates at the Warrant Agent Office (as defined below), duly endorsed, and accompanied by a completed form of assignment,
duly signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized
attorney. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee.


 


Warrant Certificates
may be exchanged at the option of the holder or holders thereof, when surrendered to the Warrant Agent at its offices or agency
maintained in American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, NY 11219 Attention: Corporate
Trust Department (or at such other offices or agencies as may be designated by the Warrant Agent) (the "Warrant Agent Office")
for the purpose of exchanging, transferring and exercising the Warrants or at the offices of any successor Warrant Agent appointed
as provided in Section 17 hereof, without payment of any service charge, for another Warrant Certificate or other Warrant Certificates
of like tenor and representing in the aggregate a like number of Warrants.


 


(b)No Warrants
may be sold, exchanged, assigned, encumbered or otherwise transferred in violation of the Securities Act of 1933, as amended (the
"Securities Act"), or state securities laws. The Company and the Warrant Agent agree and acknowledge that the
Warrants have been effectively registered under the Securities Act of 1933 (Registration Statement on Form S-1 file number 333-196091).
The Shares have been registered for issuance upon proper exercise. The Company shall notify the Warrant Agent within one Business
Day upon its receipt of any stop order or notice of suspension of the effectiveness of the Registration Statement.


 




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(c)The Warrant
Agent is hereby authorized to countersign, in accordance with the provisions of this Section 6 and Section 5, and deliver the new
Warrant Certificates required pursuant to the provisions of this Section 6, and for the purpose of any distribution of Warrant
Certificates contemplated by Section 13.


 


(d)In the event
of any purported transfer in violation of the provisions of this Agreement, such purported transfer shall be void and of no effect
and the Warrant Agent shall not give effect to such transfer.


 


SECTION 7.  
Duration and Exercise of Warrants. (a) The Warrants shall expire on ______ __.m. _______________ time on the fifth anniversary
of the Closing Date (the "Expiration Date"). After the Expiration Date, the Warrants will become void and of no
value.


 


(b)Subject to the
provisions of this Agreement, including Section 12, each Warrant shall entitle the holder thereof to purchase from the Company
(and the Company shall issue and sell to such holder) initially one fully paid and nonassessable Share evidenced by the Warrant
Certificate at a price equal to $_________ per share (as the same may be hereafter adjusted pursuant to Section 2 of the Warrant,
the "Exercise Price").


 


(c)If shares of
Common Stock are certificated at that time, upon surrender of a Warrant Certificate and payment of the Exercise Amount, the Warrant
Agent shall requisition from the Company's transfer agent (the "Transfer Agent") for issuance and delivery to
or upon the written order of the registered holder of such Warrant Certificate and in such name or names as such registered holder
may designate, a certificate or certificates for the Share or Shares issuable upon the exercise of the Warrant or Warrants evidenced
by such Warrant Certificate. In any event, upon receipt of such Warrant Certificate and payment, the Company shall, as promptly
as practicable, and in any event within three (3) business days thereafter, cause to be issued to such holder the aggregate number
of whole Shares issuable upon such exercise and deliver to such holder written confirmation that such Shares have been duly issued
and recorded on the books of the Company as hereinafter provided. The Shares so issued shall be registered in the name of the holder
or such other name as shall be designated in the order delivered by the holder and any Person so designated to be named therein
shall be deemed to have become the holder of record of such Share or Shares as of the date of surrender of such Warrant Certificate
at the Warrant Agent Office duly executed by the holder thereof and upon payment of the Exercise Amount. The Warrants evidenced
by a Warrant Certificate shall be exercisable, at the election of the registered holder thereof, either in their entirety or from
time to time for a portion of the number of Warrants initially specified in the Warrant Certificate. If less than all of the Warrants
evidenced by a Warrant Certificate surrendered upon the exercise of Warrants are exercised at any time prior to the Expiration
Date, a new Warrant Certificate or Warrant Certificates shall be issued (or book entry noted) for the remaining number of Warrants
evidenced by the Warrant Certificate so surrendered, and the Warrant Agent is hereby authorized to countersign the required new
Warrant Certificate or Warrant Certificates pursuant to the provisions of Section 6 and this Section 7. Notwithstanding any provision
herein to the contrary, the Company shall not be required to register Shares in the name of any Person who acquired any Warrant
or any Shares otherwise than in accordance with this Agreement.


 


(d)The Warrant
Agent shall account promptly to the Company with respect to Warrants exercised and concurrently pay or deliver to the Company all
monies and other consideration received by it in connection with the purchase of Shares through the exercise of Warrants.


 


SECTION 8.  
Cancellation of Warrants. If the Company or any of its subsidiaries shall purchase or otherwise acquire the Warrants, the
Warrant Certificates representing such Warrants shall thereupon be delivered to the Warrant Agent and be cancelled by it and retired.
The Warrant Agent shall cancel all Warrant Certificates surrendered for exchange, substitution, transfer or exercise in whole or
in part. Such cancelled Warrant Certificates shall thereafter be disposed of in a manner satisfactory to the Company.


 




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SECTION 9.  
Mutilated or Missing Warrant Certificates. If any of the Warrant Certificates shall be mutilated, lost, stolen or destroyed,
the Company shall issue, and the Warrant Agent shall countersign and deliver, in exchange and substitution for and upon cancellation
of the mutilated Warrant Certificate, or in lieu of and substitution for the Warrant Certificate lost, stolen or destroyed, a new
Warrant Certificate of like tenor and representing an equivalent number of Warrants, but only upon (i) receipt of evidence reasonably
satisfactory to the Company and the Warrant Agent of the loss, theft or destruction of such Warrant Certificate and (ii) indemnification
by the holder in a reasonable amount and in a reasonable manner, if requested by either the Company or the Warrant Agent, reasonably
satisfactory to them. Applicants for such substitute Warrant Certificates shall also comply with such other reasonable regulations
and pay such other reasonable charges as the Company or the Warrant Agent may prescribe and as required by Section 8-405 of the
Uniform Commercial Code as in effect in the State of New York.


 


SECTION 10.  
Reservation of Shares. For the purpose of enabling it to satisfy any obligation to issue the Shares, the Company will at
all times through the Expiration Date, reserve and keep available out of its aggregate authorized but unissued or treasury shares
of Common Stock, the number of Shares deliverable upon the exercise of all outstanding Warrants. The Company will keep a copy of
this Agreement on file with the Transfer Agent and with every transfer agent for any Shares pursuant to Section 7. The Warrant
Agent is hereby irrevocably authorized to requisition from time to time from the Transfer Agent stock certificates issuable upon
exercise of outstanding Warrants, and the Company will supply the Transfer Agent with duly executed stock certificates for such
purpose.


 


The Company covenants
that all Shares will, upon issuance in accordance with the terms of this Agreement, be fully paid and nonassessable and free from
all taxes, liens, charges and security interests created by or imposed upon the Company with respect to the issuance and holding
thereof.


 


SECTION 11.  
Stock Exchange Listings. So long as any Warrants remain outstanding, the Company will use commercially reasonable efforts
to take all necessary action to have the Warrants and the Shares, immediately upon their issuance upon exercise of Warrants, (i)
listed on each national securities exchange on which the Common Stock is then listed or (ii) if the Common Stock is not then listed
on any national securities exchange, listed for quotation on the OTCQB or such other over-the-counter quotation system on which
the Common Stock may then be listed.


 


SECTION 12.  
Adjustment of Exercise Price and Number of Shares or Number of Warrants. The Exercise Price, the number of shares of Common
Stock purchasable upon the exercise of each Warrant and the number of Warrants outstanding are subject to adjustment from time
to time upon the occurrence of the events enumerated in the Warrant.


 


(a)Irrespective
of any adjustments in Exercise Price or the number or kind of shares of Common Stock purchasable upon the exercise of the Warrants,
Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in
the Warrants initially issued pursuant to this Agreement. The Company, however, may at any time in its sole discretion make any
change in the form of Warrant Certificate that it may deem appropriate to give effect to such adjustments and that does not affect
the substance of the Warrant Certificate, and any Warrant Certificate thereafter issued, whether in exchange or substitution for
an outstanding Warrant Certificate or otherwise, may be in the form as so changed.


 




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(b)Before taking
any action that would cause an adjustment pursuant to Section 2 of the Warrant reducing any Exercise Price below the then par value
(if any) of the Shares, the Company will take any reasonable corporate action that may, in the opinion of its counsel, be necessary
in order that the Company may validly and legally issue fully paid and nonassessable Shares at such Exercise Price as so adjusted.


 


SECTION 13.  
Fractional Shares. The Company shall not be required to issue Warrants to purchase fractions of Shares or other securities,
or to issue fractions of Shares or other securities upon exercise of the Warrants, and, to the extent Shares are certificated,
to distribute certificates which evidence fractional Shares. Any fractional shares shall be rounded up to nearest whole share.


 


SECTION 14.  
Notices to Warrantholders. Upon any adjustment of the number of shares of Common Stock purchasable upon exercise of each
Warrant, any Exercise Price or the number of Warrants outstanding including any adjustment pursuant to Section 2 thereof, the Company,
within one business day thereafter, shall (i) cause to be filed with the Warrant Agent a certificate of the Chief Financial Officer
of the Company setting forth the event giving rise to such adjustment, such Exercise Price and either the number of shares of Common
Stock purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding
Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts
upon which such adjustment was made, which certificate shall be conclusive evidence of the correctness of the matters set forth
therein, and (ii) cause to be given to each of the registered holders of the Warrant Certificates at such holder's address appearing
on the Warrant Register, written notice of such adjustments by first-class mail, postage prepaid. Where appropriate, such notice
may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 14.


 


If any of the events
set forth in Sections 3 or 4 of the Warrant shall occur, then the Company shall cause written notice of such event to be filed
with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant
Certificates at such holder's address appearing on the Warrant Register, by first-class mail, postage prepaid, as set forth in
Section 9 of the Warrant.


 


SECTION 15.  
Merger, Consolidation or Change of Name of Warrant Agent. Any corporation into which the Warrant Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Warrant Agent shall be a party, or any corporation succeeding to the shareholder services business of the Warrant Agent, shall
be the successor to the Warrant Agent hereunder without the execution or filing of any document or any further act on the part
of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Warrant Agent under
the provisions of Section 17. If at the time such successor to the Warrant Agent shall succeed under this Agreement, any of the
Warrant Certificates shall have been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature
of the original Warrant Agent; and if at that time any of the Warrant Certificates shall not have been countersigned, any successor
to the Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name
of the successor Warrant Agent; and in all such cases such Warrant Certificates shall have the full force provided in the Warrant
Certificates and in this Agreement.


 


If at any time the name
of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered,
the Warrant Agent whose name has changed may adopt the countersignature under its prior name; and if at that time any of the Warrant
Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificates either in its prior
name or in its changed name; and in all such cases such Warrant Certificates shall have the full force provided in the Warrant
Certificates and in this Agreement.


 




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SECTION 16.  
Warrant Agent. The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following terms
and conditions, by all of which the Company and the holders of Warrants, by their acceptance thereof, shall be bound:


 


(a)The statements
contained herein and in the Warrant Certificates shall be taken as statements of the Company, and the Warrant Agent assumes no
responsibility for the accuracy of any of the same except such as describe the Warrant Agent or action taken or to be taken by
it. Except as herein otherwise provided, the Warrant Agent assumes no responsibility with respect to the execution, delivery or
distribution of the Warrant Certificates.


 


(b)The Warrant
Agent shall not be responsible for any failure of the Company to comply with any of the covenants contained in this Agreement or
in the Warrant Certificates to be complied with by the Company nor shall it at any time be under any duty or responsibility to
any holder of a Warrant to make or cause to be made any adjustment in any Exercise Price, in the number of shares of Common Stock
issuable upon exercise of any Warrant (except as instructed by the Company), the number of Warrants outstanding, or to determine
whether any facts exist which may require any such adjustments, or with respect to the nature or extent of or method employed in
making any such adjustments when made.


 


(c)The Warrant
Agent may consult at any time with counsel satisfactory to it (who may be counsel for the Company) and the Warrant Agent shall
incur no liability or responsibility to the Company or any holder of any Warrant Certificate in respect of any action taken, suffered
or omitted by it hereunder in good faith and in accordance with the opinion or the advice of such counsel.


 


(d)The Warrant
Agent shall incur no liability or responsibility to the Company or to any holder of any Warrant Certificate for any action taken
in reliance on any notice, resolution, waiver, consent, order, certificate or other paper, document or instrument believed by it
to be genuine and to have been signed, sent or presented by the proper party or parties.


 


(e)The Company
agrees to pay to the Warrant Agent reasonable compensation for all services rendered by the Warrant Agent under this Agreement,
to reimburse the Warrant Agent upon demand for all expenses, taxes and governmental charges and other charges of any kind and nature
incurred by the Warrant Agent in the performance of its duties under this Agreement and to indemnify the Warrant Agent and save
it harmless against any and all losses, liabilities and expenses, including judgments, costs and reasonable counsel fees and expenses,
for anything done or omitted by the Warrant Agent arising out of or in connection with this Agreement except as a result of its
gross negligence or bad faith.


 


(f)The Warrant
Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve
expense unless the Company or one or more registered holders of Warrant Certificates shall furnish the Warrant Agent with reasonable
security and indemnity for any costs or expenses which may be incurred. All rights of action under this Agreement or under any
of the Warrants may be enforced by the Warrant Agent without the possession of any of the Warrant Certificates or the production
thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Warrant Agent
shall be brought in its name as Warrant Agent, and any recovery or judgment shall be for the ratable benefit of the registered
holders of the Warrants, as their respective rights or interests may appear.


 




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


 


(h)The Warrant
Agent shall act hereunder solely as agent for the Company, and its duties shall be determined solely by the provisions hereof.
The Warrant Agent shall not be liable for anything which it may do or refrain from doing in connection with this Agreement except
for its own gross negligence or bad faith.


 


(i)The Company
agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all
such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying out
or performing of the provisions of this Agreement.


 


(j)The Warrant
Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except
the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate (except its
countersignature thereof), nor shall the Warrant Agent by any act hereunder be deemed to make any representation or warranty as
to the authorization or reservation of the Shares to be issued pursuant to this Agreement or any Warrant Certificate or as to whether
the Shares will when issued be validly issued, fully paid and nonassessable or as to the Exercise Amount or the number of shares
of Common Stock issuable upon exercise of any Warrant.


 


(k)The Warrant
Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the
Chief Executive Officer, the President, any Vice President, the Treasurer, the Secretary or an Assistant Secretary of the Company,
and to apply to such officers for advice or instructions in connection with its duties, and shall not be liable for any action
taken or suffered to be taken by it in good faith in accordance with instructions of any such officer or in good faith reliance
upon any statement signed by any one of such officers of the Company with respect to any fact or matter (unless other evidence
in respect thereof is herein specifically prescribed) which may be deemed to be conclusively proved and established by such signed
statement.


 


SECTION 17.  
Change of Warrant Agent. If the Warrant Agent shall resign (such resignation to become effective not earlier than _________
(___) days after the giving of written notice thereof to the Company and the registered holders of Warrant Certificates) or shall
become incapable of acting as Warrant Agent or if the Board shall by resolution remove the Warrant Agent (such removal to become
effective not earlier than __________ (___) days after the filing of a certified copy of such resolution with the Warrant Agent
and the giving of written notice of such removal to the registered holders of Warrant Certificates), the Company shall appoint
a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of ____________ (___) days
after such removal or after it has been so notified in writing of such resignation or incapacity by the Warrant Agent or by the
registered holder of a Warrant Certificate (in the case of incapacity), then the registered holder of any Warrant Certificate may
apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a
successor to the Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out
by the Company. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a bank or trust company,
in good standing, incorporated under the laws of any state or of the United States of America. As soon as practicable after appointment
of the successor Warrant Agent, the Company shall cause written notice of the change in the Warrant Agent to be given to each of
the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register. After appointment,
the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally
named as Warrant Agent without further act or deed. The former Warrant Agent shall deliver and transfer to the successor Warrant
Agent all books and records of the Company and any property at the time held by it hereunder and execute and deliver, at the expense
of the Company, any further assurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for
in this Section 17 or any defect therein, shall not affect the legality or validity of the removal of the Warrant Agent or the
appointment of a successor Warrant Agent, as the case may be.


 




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SECTION 18.  
Warrantholder Not Deemed a Stockholder. Nothing contained in this Agreement or in any of the Warrant Certificates shall
be construed as conferring upon the holders thereof the right to vote or to receive dividends or to consent or to receive notice
as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or any other matter,
or any rights whatsoever as stockholders of the Company.


 


SECTION
19.   Stock Issuance. The shares of Common Stock deliverable upon the exercise of a Warrant, or any
portion thereof, may be either previously authorized but unissued shares or issued shares, which have then been reacquired by
the Company. Such shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any
certificate or certificates for shares of Common Stock purchased upon the exercise of a Warrant or portion thereof, or, as
the case may be, make a book entry into the stock ledger of the Company if the shares of Common Stock are not certificated,
prior to fulfillment of all of the following conditions:


 


(a)the obtaining
of approval or other clearance from any state or federal governmental agency which the Company shall, in its reasonable and good
faith discretion, determine to be necessary or advisable; and


 


(b)the lapse of such
reasonable period of time following the exercise of the Warrant as may be required by applicable law.


 


SECTION 20.  
Notices to Company and Warrant Agent. All notices, requests or demands authorized by this Agreement to be given or made
by the Warrant Agent or by any registered holder of any Warrant Certificate to or on the Company to be effective shall be in writing
(including by telecopy), and shall be deemed to have been duly given or made when delivered by hand, or ____business days after
being delivered to a recognized courier (whose stated terms of delivery are ____ business days or less to the destination such
notice), or ____ business days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received,
addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:


 


 


Cellectar Biosciences, Inc.


3301 Agriculture Drive 

Madison, WI 53716


Tel: [●]


Fax: [●]


Attention: Chief Financial Officer


 




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With a copy (which shall not constitute notice) to:


 


Foley Hoag LLP


Seaport West


155 Seaport Boulevard


Boston, MA 02210


Tel: (617) 832-1000


Fax: (617) 832-7000


Attention:      Paul Bork,
Esq.


 


If the Company shall
fail to maintain such office or agency or shall fail to give such notice of any change in the location thereof, presentation may
be made and notices and demands may be served at the principal office of the Warrant Agent.


 


Any notice pursuant to
this Agreement to be given by the Company or by any registered holder of any Warrant Certificate to the Warrant Agent shall be
sufficiently given if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing by the Warrant
Agent with the Company), as follows:


 


American Stock Transfer & Trust
Company, LLC

6201 15th Avenue

Brooklyn, NY 11219

Tel: 718-921-8544

Fax: 718-765-8742

Attention: Corporate Trust Department


 


SECTION 21.  
Supplements and Amendments. The Company and the Warrant Agent may from time to time supplement or amend this Agreement (a)
without the approval of any holders of Warrant Certificates in order to cure any manifest error or other mistake in this Agreement,
provided that the Company shall give such holders written notice of any supplements or amendments prior to the effectiveness
thereof, or (b) with the prior written consent of holders of the Warrants exercisable for a majority of the shares of Common Stock
then issuable upon exercise of the Warrants then outstanding; provided that each amendment or supplement that decreases
the Warrant Agent's rights or increases its duties and responsibilities hereunder shall also require the prior written consent
of the Warrant Agent.


 


SECTION 22.  
Successors. Subject to Section 6(b), all the covenants and provisions of this Agreement by or for the benefit of the holders
of the Warrants, the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns
hereunder.


 


SECTION 23.  
Termination. This Agreement shall terminate on the Expiration Date. Notwithstanding the foregoing, this Agreement will terminate
on any earlier date when all Warrants have been exercised. The provisions of Section 16 shall survive such termination.


 


SECTION 24.  
Governing Law. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under
the laws of the State of New York applicable to contracts made and to be performed therein and for all purposes shall be construed
in accordance with the laws of such State.


 


SECTION 25.  
Benefits of this Agreement. Nothing in this Agreement shall be construed to give to any Person other than the Company, the
Warrant Agent and the registered holders of the Warrant Certificates any legal or equitable right, remedy or claim under this Agreement,
and this Agreement shall be for the sole and exclusive benefit of the Company, the Warrant Agent and the registered holders of
the Warrant Certificates.


 






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SECTION 26.  
Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.


 


SECTION 27.  
Headings. The headings of sections of this Agreement have been inserted for convenience of reference only, are not to be
considered a part hereof and in no way modify or restrict any of the terms or provisions hereof.


 




[Signature page follows]


 




    	-10-



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Warrant Agreement to be executed and delivered as of the day and year first above written.


 


	 	CELLECTAR BIOSCIENCES, INC.
	 	 	 
	 	By: 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent
	 	 	 
	 	By: 	 
	 	Name:	 
	 	Title:	 


 




    	-11-



    	 



    

 


EXHIBIT A


 


FORM OF FACE OF WARRANT CERTIFICATE


 


VOID AFTER [●], 2019


 


	No.	WARRANT TO PURCHASE ________
	 	SHARES OF __________ COMMON STOCK


 


CELLECTAR BIOSCIENCES, INC.


 


WARRANT TO PURCHASE COMMON STOCK


 


This Warrant Certificate
certifies that _____________ or registered assigns, is the registered holder of a Warrant (the "Warrant") of CELLECTAR
BIOSCIENCES, INC., a Delaware corporation (the "Company"), to purchase the number of shares (the "Shares")
of ______ common stock, par value $________ per share (the "Common Stock"), of the Company set forth above. This
Warrant expires on 5:00 p.m., New York City time, on the fifth anniversary of the Issue Date (the "Expiration Date")
and entitles the holder to purchase from the Company the number of fully paid and nonassessable Shares set forth above at the exercise
price (the "Exercise Price") multiplied by the number of Shares set forth above (the "Exercise Amount").
The Exercise Amount may be payable as follows: (i) by payment to the Company by certified or official bank check, or by wire transfer
of the Exercise Amount, (ii) in the circumstances set forth in Section 1(d) of this Warrant, by surrender to the Company for cancellation
of shares of Common Stock newly acquired upon exercise of a Warrant, valued as set forth herein, or (iii) by a combination of the
methods described in clauses (i) and (ii) above. The initial Exercise Price shall be $____________.


 


Subject to the terms
and conditions set forth herein and in the Warrant Agreement, this Warrant may be exercised by the holder thereof during normal
business hours on any business day in the period commencing upon the Issue Date and ending on the Expiration Date, this Warrant
Certificate, with the form of Election to Exercise duly completed and executed by the registered holder or holders thereof or by
the duly appointed legal representative thereof or by a duly authorized attorney, and payment of the Exercise Amount at the Warrant
Agent Office.


 


The Exercise Price, the
number of shares of Common Stock purchasable upon exercise of this Warrant and the number of Warrants outstanding are subject to
adjustment upon the occurrence of certain events as set forth in the Warrant.


 


The Issue Date is _____________,
2014. After the Expiration Date, the Warrants will become wholly void and of no value.


 


REFERENCE IS HEREBY MADE
TO THE FURTHER PROVISIONS OF THIS WARRANT CERTIFICATE SET FORTH ON THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.


 




    	A-1



    	 



    

 


This Warrant Certificate
shall not be valid unless countersigned by the Warrant Agent.


 


Capitalized terms used
herein and not defined shall have the respective meanings ascribed to such terms in the Warrant Agreement.


 


IN WITNESS WHEREOF,
the Company has caused this Certificate to be executed by its duly authorized officers.


 


Dated: ________________


 


_______________________________________


 


By_________________________________


[Title]


 




    	A-2



    	 



    

 


ATTEST:


 


By______________________________


 


 


Countersigned:


 


AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC


 


AS WARRANT AGENT


 


By______________________________


 




    	A-3



    	 



    

 


[FORM OF REVERSE OF WARRANT CERTIFICATE]


 


________________________________________


 


The warrant evidenced
by this Warrant Certificate is a part of a duly authorized issue of Warrants to purchase a maximum of _____________ shares of Common
Stock issued pursuant to a Warrant Agreement, dated as of [·] (the "Warrant
Agreement"), duly executed and delivered by the Company to American Stock Transfer & Trust Company, LLC, as Warrant
Agent (the "Warrant Agent"). The Warrant Agreement hereby is incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Warrant Agent, the Company and the holders (the words "holders" or "holder"
meaning the registered holders or registered holder) of the Warrants. A copy of the Warrant Agreement may be inspected at the Warrant
Agent Office and is available upon written request addressed to the Company. All terms used herein that are defined in the Warrant
Agreement have the meanings assigned to them therein.


 


		1.	EXERCISE OF WARRANT.



 


		(a)	Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation,
the limitations set forth in Section (f)), this Warrant may be exercised by the Holder on any day on or after the Issuance
Date (each, an “Exercise Date”), in whole or in part, by delivery (whether via facsimile or otherwise) of a
written notice to the Warrant Agent, in the form attached hereto as Exhibit A (the “Exercise Notice”),
of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following the Warrant Agent’s receipt
of a Notice of Exercise for this Warrant as aforesaid, the Holder shall deliver payment to the Warrant Agent of an amount equal
to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant
was so exercised (the “Aggregate Exercise Price”) via wire transfer of immediately available funds if the Holder
did not notify the Warrant Agent in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined
in Section 1(d)). The Holder shall be required to deliver the original of this Warrant in order to effect an exercise hereunder.
If a Notice of Exercise is submitted by anyone other than the holder of record, or by a registered broker dealer on behalf of a
client, such Notice of Exercise shall be accompanied by a medallion guarantee. Execution and delivery of an Exercise Notice with
respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant and issuance
of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise
Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant
after delivery of the Warrant Shares in accordance with the terms hereof. On or before the third (3rd) Trading Day following
the date on which the Company has received such Exercise Notice, the Company shall (X) provided that the Company’s transfer
agent (“Transfer Agent”) is participating in The Depository Trust Company (“DTC”) Fast Automated
Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the
Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its
Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities
Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s
agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice,
a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the
applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise.
Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record
of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited
to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be).
If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares
represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise,
then, at the request of the Holder and delivery to the Warrant Agent of the Warrant Certificate, the Company shall as soon as practicable
and in no event later than three (3) Business Days after any exercise and at its own expense, cause the Warrant Agent to issue
and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 5) representing the right to purchase
the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares
with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this
Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company
shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise
of this Warrant. Notwithstanding the foregoing, except in the case where an exercise of this Warrant is validly made pursuant to
a Cashless Exercise, the Company’s failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading
Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of this Warrant.



 






    	1



    	 



    

 


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



 


		(c)	Company’s Failure to Timely Deliver Securities. If the Company shall fail, for any
reason or for no reason, to issue to the Holder within the later of (i) three (3) Trading Days after receipt of the applicable
Exercise Notice and (ii) two (2) Trading Days after the Company’s receipt of the Aggregate Exercise Price (or valid notice
of a Cashless Exercise) (such later date, the “Share Delivery Deadline”), a certificate for the number of shares
of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register
or to credit the Holder’s balance account with DTC for such number of shares of Common Stock to which the Holder is entitled
upon the Holder’s exercise of this Warrant (as the case may be) (a “Delivery Failure”), and if on or after
such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Holder of all or any portion of the number of shares of Common Stock, or a sale of a number of
shares of Common Stock equal to all or any portion of the number of shares of Common Stock, issuable upon such exercise that the
Holder so anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, the Company
shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash
to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket
expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or
on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and
deliver such certificate or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which
the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) (and to issue such shares of Common Stock)
shall terminate, or (ii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing
such shares of Common Stock or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which
the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) and pay cash to the Holder in an amount
equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock multiplied by (B)
the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable
Exercise Notice and ending on the date immediately preceding the date of such issuance and payment under this clause (ii).



 


 



    	2



    	 



    




 


		(d)	Cashless Exercise. Notwithstanding anything contained herein to the contrary (other than
Section 1(f) below), if the shares issuable upon the exercise of the Warrants are no longer registered under the Securities
Act of 1933, as amended (the “Securities Act”), the Holder may, in its sole discretion, exercise this Warrant
in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise
in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares
of Common Stock (the “Net Number”) determined according to the following formula (a “Cashless Exercise”):



 


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


D


 


For purposes of the foregoing formula:


 


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


 


B =the
quotient of (x) the sum of the Closing Sale Price of the Common Stock of each of the ten (10) Trading Days ending at the close
of business on the Principal Market immediately prior to the time of exercise as set forth in the applicable Exercise Notice, divided
by (y) ten (10).


 




    	3



    	 



    

 


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


 


D = the
Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice.


 


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



 


		(f)	Limitations on Exercises. Notwithstanding anything to the contrary contained in this Warrant,
this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that after giving effect to such
exercise the Holder (together with any of its affiliates) would beneficially own in excess of  4.99% (the “Maximum
Percentage”) of the Common Stock. To the extent the above limitation applies, the determination of whether this
Warrant shall be exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder or
any of its affiliates) and of which such securities shall be convertible, exercisable or exchangeable (as the case may be, as among
all such securities owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the
first submission to the Company for conversion, exercise or exchange (as the case may be). The Holder’s submission of an
Exercise Notice shall be conclusive of such Holder’s determination, and the Company shall be under no duty of inquiry with
respect thereto. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability
of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this
paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations
of percentage ownership) shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with
the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to
properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor
Holder of this Warrant. The holders of Common Stock shall be third party beneficiaries of this paragraph and the Company may not
waive this paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the written
or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing to the Holder the number
of shares of Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable
securities into Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Underwriting
Agreement. By written notice to the Company, any Holder may increase or decrease the Maximum Percentage to any other percentage
not in excess of 9.99% or below 4.99% specified in such notice; provided that (i) any such increase will not be effective until
the 61st day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder
sending such notice and not to any other holder of Warrants.



 




    	4



    	 



    

 


		(g)	Insufficient Authorized Shares. From and after the Issuance Date, the Company shall at all
times keep reserved for issuance under this Warrant a number of shares of Common Stock at least equal to 100% of the maximum number
of shares of Common Stock as shall be necessary to satisfy the Company’s obligation to issue shares of Common Stock hereunder
(without regard to any limitation otherwise contained herein with respect to the number of shares of Common Stock that may be acquirable
upon exercise of this Warrant). From and after the Issuance Date, if, notwithstanding the foregoing, and not in limitation thereof,
at any time while any of the Warrants remain outstanding the Company does not have a sufficient number of authorized and unreserved
shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of the Warrants at least a number of shares
of Common Stock (the “Required Reserve Amount”) equal to the number of shares of Common Stock as shall from
time to time be necessary to effect the exercise of all of the Warrants then outstanding (an “Authorized Share Failure”),
then the Company shall immediately take all action reasonably necessary to increase the Company’s authorized shares of Common
Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for all the Warrants then outstanding.
Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized
Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall
hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection
with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts
to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors
to recommend to the stockholders that they approve such proposal. In the event that the Company is prohibited from issuing shares
of Common Stock upon an exercise of this Warrant due to the failure by the Company to have sufficient shares of Common Stock available
out of the authorized but unissued shares of Common Stock (such unavailable number of shares of Common Stock, the “Authorization
Failure Shares”), in lieu of delivering such Authorization Failure Shares to the Holder, the Company shall pay cash in
exchange for the cancellation of such portion of this Warrant exercisable into such Authorized Failure Shares at a price equal
to the sum of (i) the product of (x) such number of Authorization Failure Shares and (y) the greatest Closing Sale Price of the
Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable Exercise Notice with
respect to such Authorization Failure Shares to the Company and ending on the date immediately preceding the date of such issuance
and payment under this Section 1(g) and (ii) to the extent the Holder purchases (in an open market transaction or otherwise) shares
of Common Stock to deliver in satisfaction of a sale by the Holder of Authorization Failure Shares, any brokerage commissions and
other out-of-pocket expenses, if any, of the Holder incurred in connection therewith.



 




    	5



    	 



    

 


		(h)	The Warrants shall be issuable in book entry form. All of the Warrants shall initially be represented
by one or more book-entry warrant certificates deposited with the Warrant Agent and registered in the name of the registered Holder.









 


		2.	   ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES.








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 2.







 


		(a)	Stock Dividends and Splits. If the Company, at any time on or after the Issuance Date, (i)
pays a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise makes a distribution on
any class of capital stock that is payable in shares of Common Stock, (ii) subdivides (by any stock split, stock dividend, recapitalization
or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger number of shares or (iii) combines
(by combination, reverse stock split or otherwise) one or more classes of its then outstanding shares of Common Stock into a smaller
number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the
number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of
shares of Common Stock outstanding immediately after such event. 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,
and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date
of such subdivision or combination. If any event requiring an adjustment under this paragraph occurs during the period that an
Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted appropriately to reflect
such event.



 


(b) Number
of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) of this Section 2,
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 adjusted number of Warrant Shares shall be
the same as the aggregate Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on exercise
contained herein).


 


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


 




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3. FUNDAMENTAL
TRANSACTIONS; MARKET STAND-OFF.


 


		(a)	Fundamental Transactions. Upon the consummation of a Fundamental Transaction on or before
the second anniversary of the initial issuance date of this Warrant, if the exercise price of the Warrant is greater than the price
per share of Common Stock to be received by a holder in connection with the consummation of such Fundamental Transaction,, the
Warrant shall be terminated in exchange for the right of the registered holder to receive an amount of consideration in connection
with such Fundamental Transaction equal to the Black Scholes Consideration Value of the Warrant as of the date of the closing of
such Fundamental Transaction, which amount shall be payable in the same kind of securities, cash or property, and in the same proportion,
payable to holders of Common Stock and based on the same fair market value, in the case of securities or property, as is applied
to such securities or property in the Fundamental Transaction generally. . The Company shall not effect any such Fundamental Transaction
unless prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation
purchasing or otherwise acquiring such assets or other appropriate corporation or person shall assume the Warrant and the obligation
to deliver to the registered holder such securities, cash or property as such holder may be entitled to receive pursuant to this
Section 3(a), and the other obligations under the Warrant.



 


4.
WARRANT HOLDER NOT DEEMED A STOCKHOLDER 


. Except as otherwise
specifically provided herein, the Holder, solely in its 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 its capacity as the Holder of this Warrant, any of the rights of a stockholder
of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock,
reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription
rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it 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.


 


5.
REISSUANCE OF WARRANTS.


 


(a) Transfer
of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant (or the book entry warrant certificate
representing this Warrant) to the Warrant Agent, whereupon the Warrant Agent will forthwith issue and deliver upon the order of
the Holder a new Warrant (in accordance with Section 5(d)), registered as the Holder may request, representing the right to
purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then
underlying this Warrant is being transferred, a new Warrant (in accordance with Section 5(d)) to the Holder representing the
right to purchase the number of Warrant Shares not being transferred.


 


(b) Lost,
Stolen or Mutilated Warrant. Upon receipt by the Warrant Agent of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant (as to which a written certification and the indemnification contemplated below
shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder
to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Warrant,
the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 5(d)) representing the right
to purchase the Warrant Shares then underlying this Warrant.


 




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(c) Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the
Company, for a new Warrant or Warrants (in accordance with Section 5(d)) representing in the aggregate the right to purchase
the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such
portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants for
fractional shares of Common Stock shall be given.


 


(d) Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant
(i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to
purchase the Warrant Shares then underlying this Warrant, (iii) shall have an issuance date, as indicated on the face of such new
Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.


 


(e) Warrant
Register. This Warrant shall be issuable in book entry form (the “Book-Entry Warrant Certificate”) and shall initially
be represented by one or more Book-Entry Warrant Certificates deposited with the Warrant Agent and registered in the name of the
Holder, or as otherwise directed by the Warrant Agent. Ownership of beneficial interests in this Warrant shall be shown on, and
the transfer of such ownership shall be effected through, records maintained by the Warrant Agent (the “Warrant Register”).
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.


 


6.
NOTICES. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant,
including in reasonable detail a description of such action and the reason therefor. Without limiting the generality of the foregoing,
the Company will give written notice to the Holder (i) promptly upon each adjustment of the Exercise Price and the number of Warrant
Shares, setting forth in reasonable detail, and certifying, the calculation of such adjustment(s) and (ii) at least ten (10) days
prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon
the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights
to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for determining rights to
vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall
be made known to the public prior to or in conjunction with such notice being provided to the Holder and (iii) at least ten (10)
Trading Days prior to the consummation of any Fundamental Transaction. To the extent that any notice provided hereunder constitutes,
or contains, material, non-public information regarding the Company or any of its Subsidiaries, the Company shall simultaneously
file such notice with the SEC pursuant to a Current Report on Form 8-K. It is expressly understood and agreed that the time of
execution specified by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company. 


 




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7.
AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant (other than Section 1(f))
may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed
by it, only if the Company has obtained the written consent of the Holder. No waiver shall be effective unless it is in writing
and signed by an authorized representative of the waiving party.


 


8.
SEVERABILITY. If any provision of this Warrant is prohibited by law or otherwise
determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited,
invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the
invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Warrant so
long as this Warrant as so modified continues to express, without material change, the original intentions of the parties as to
the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially
impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that
would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,
invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the
prohibited, invalid or unenforceable provision(s).


 


9.
GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance
with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed
by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit,
action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained
herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in
any other jurisdiction to collect on the Company’s obligations to the Holder or to enforce a judgment or other court ruling
in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL
FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED
HEREBY.


 




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10.
CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not
be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall
not form part of, or affect the interpretation of, this Warrant.







 


11.
DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise Price, the Closing Sale Price
or fair market value or the arithmetic calculation of the number of Warrant Shares (as the case may be), the Company or the Holder
(as the case may be) shall submit the disputed determinations or arithmetic calculations (as the case may be) via facsimile (i)
within two (2) Business Days after receipt of the applicable notice giving rise to such dispute to the Company or the Holder (as
the case may be) or (ii) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving
rise to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation (as the case may
be) of the Exercise Price, the Closing Sale Price or fair market value or the number of Warrant Shares (as the case may be) within
three (3) Business Days of such disputed determination or arithmetic calculation being submitted to the Company or the Holder
(as the case may be), then the Company shall, within two (2) Business Days submit via facsimile (a) the disputed determination
of the Exercise Price, the Closing Sale Price or fair market value (as the case may be) to an independent, reputable investment
bank selected by the Company and approved by the Holder or (b) the disputed arithmetic calculation of the number of Warrant Shares
to the Company’s independent, outside accountant. The Company shall cause at its expense the investment bank or the accountant
(as the case may be) to perform the determinations or calculations (as the case may be) and notify the Company and the Holder
of the results no later than ten (10) Business Days from the time it receives such disputed determinations or calculations (as
the case may be). Such investment bank’s or accountant’s determination or calculation (as the case may be) shall be
binding upon all parties absent demonstrable error.


 


12. REMEDIES, CHARACTERIZATION,
OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition
to all other remedies available under this Warrant, at law or in equity (including a decree of specific performance and/or other
injunctive relief). Amounts set forth or provided for herein with respect to payments, exercises and the like (and the computation
thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any
other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company
therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in
addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss
and without any bond or other security being required. The Company shall provide all information and documentation to the Holder
that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of
this Warrant (including, without limitation, compliance with Section 2 hereof). The issuance of shares and certificates for
shares as contemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder or such shares for
any issuance tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the Holder or
its agent on its behalf. 


 




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15. TRANSFER.
This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company. 


 


16
.. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings: 


 


“Adjustment
Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance
or sale (or deemed issuance or sale in accordance with Section 2) of shares of Common Stock that could result in a decrease
in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation,
any cash settlement rights, cash adjustment or other similar rights).


 


“Black
Scholes Consideration Value” means the value of the applicable Option, Convertible Security or Adjustment Right (as the
case may be) as of the date of issuance thereof; or, in the case of a Fundamental Transaction, the value of this Warrant, calculated
using (x) if on or prior to the six month anniversary of the Issuance Date, the greater of the Black Scholes Option Pricing Model
obtained from the “OV” function on Bloomberg, as a put option or a call option, or (y) if after the six month anniversary
of the Issuance Date, the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg as a call
option, in each case, utilizing (i) an underlying price per share equal to the Closing Sale Price of the Common Stock on the Trading
Day immediately preceding the public announcement of the execution of definitive documents with respect to the issuance of such
Option or Convertible Security or Fundamental Transaction (as the case may be), (ii) a risk-free interest rate corresponding to
the U.S. Treasury rate for a period equal to the remaining term of such Option, Convertible Security, or Adjustment Right (as the
case may be) as of the date of issuance of such Option, Convertible Security or Adjustment Right (as the case may be), or the remaining
term of this Warrant in the case of a Fundamental Transaction (iii) a zero cost of borrow and (iv) an expected volatility equal
to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization
factor) as of the Trading Day immediately following the date of issuance of such Option, Convertible Security or Adjustment
Right, or public announcement of a Fundamental Transaction (as the case may be).


 


“Bloomberg”
means Bloomberg, L.P.


 


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


 


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


 




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“Common
Stock” means (i) the Company’s shares of common stock, $0.00001 par value per share, and (ii) any capital
stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common
stock.


 


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


 


“Eligible
Market” means The New York Stock Exchange, the NYSE MKT, the Nasdaq Global Select Market, the Nasdaq Global Market, the
Nasdaq Capital Market, or the Principal Market.


 


“Expiration
Date” means the date that is the fifth anniversary of the Issuance Date or, if such date falls on a day other than a
Business Day or on which trading does not take place on the Principal Market (a “Holiday”), the next date that
is not a Holiday.


 


“Fundamental
Transaction” means that (i) the Company or any of its Subsidiaries shall, directly or indirectly, in one or more related
transactions, (1) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation)
any other Person, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its
respective properties or assets to any other Person, or (3) allow any other Person to make a purchase, tender or exchange offer
that is accepted by the holders of more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares
of Voting Stock of the Company held by the Person or Persons making or party to, or associated or affiliated with the Persons making
or party to, such purchase, tender or exchange offer), or (4) consummate a stock or share purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other
Person whereby such other Person acquires more than 50% of the outstanding shares of Voting Stock of the Company (not including
any shares of Voting Stock of the Company 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), or (5) (I) reorganize,
recapitalize or reclassify the Common Stock, (II) effect or consummate a stock combination, reverse stock split or other similar
transaction involving the Common Stock or (III) make any public announcement or disclosure with respect to any stock combination,
reverse stock split or other similar transaction involving the Common Stock (including, without limitation, any public announcement
or disclosure of (x) any potential, possible or actual stock combination, reverse stock split or other similar transaction involving
the Common Stock or (y) board or stockholder approval thereof, or the intention of the Company to seek board or stockholder approval
of any stock combination, reverse stock split or other similar transaction involving the Common Stock) (for the avoidance of doubt,
this subsection (5) shall not include any forward splits or dividends on the Common Stock), or (ii) any “person” or
“group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act and the rules and
regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock
of the Company.


 




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“Initial
Per Share Offering Price” means [$______.


 


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


 


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


 


“Principal
Market” means the Nasdaq Capital Market.


 


“Subsidiary”
means any Person in which the Company, directly or indirectly, (i) owns any of the outstanding capital stock or holds any equity
or similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of
such Person, and all of the foregoing.


 


“Trading
Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the
final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time
of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise
designated as a Trading Day in writing by the Holder.


 


“Voting
Stock” of a Person means capital stock of such Person of the class or classes pursuant to which the holders thereof have
the general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers or
trustees of such Person (irrespective of whether or not at the time capital stock of any other class or classes shall have or might
have voting power by reason of the happening of any contingency).


 




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EXHIBIT A


 


EXERCISE
NOTICE


 


TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

WARRANT TO PURCHASE COMMON STOCK


 


CELLECTAR
BIOSCIENCES, INC.


 


The undersigned holder
hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of
Cellectar Biosciences, Inc., a Delaware corporation (the “Company”), evidenced by Warrant to Purchase Common
Stock No. _______ (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Warrant.


 


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


 


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



 


		____________	a “Cashless Exercise” with respect to _______________ Warrant Shares, resulting
in a delivery obligation by the Company to the Holder of __________ shares of Common Stock representing the applicable Net Number,
subject to adjustment.



 


2.      Cashless
Exercise Adjustment. Check if applicable: __________


 


The Holder hereby notifies the Company
that the Holder has previously delivered the Exercise Notice(s) attached hereto as Schedule I for Cashless Exercise.


 


As the applicable Net Number has changed
since the time of delivery of such Exercise Notice(s):


 


Check if applicable:


 


		____________	The Company’s delivery obligation to the Holder with respect to such Exercise Notice(s),
in the aggregate, should be adjusted to __________ shares of Common Stock.



 


		____________	Due to the application of Section 1(f) of the Warrant, the
number of Warrant Shares of this Warrant to be exercised, with respect to such Exercise Notice(s),
in the aggregate, was automatically reduced to ________, Warrant Shares, resulting in a delivery
obligation by the Company to the Holder of __________ shares of Common Stock representing the applicable Net Number.



 




    	 



    	 



    

 


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


 


4.       Delivery
of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ Warrant
Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its
benefit, to the following address:


 





	 	 	 
	 	 	 
	 	 	 
	 	 	 







 





Date: _____________ __,___________


 


	 	 
	Name of Registered Holder	 
	 	 
	By:	 	 
	 	Name: 	 
	 	Title: