SYNTHETIC BIOLOGICS, INC.





WARRANT
TO PURCHASE COMMON STOCK


 


Warrant No.: CSW84


Number of Shares of Common Stock: 100,000


Issue Date: February 2, 2012, the date
that NYSE Amex LLC approval was received


Expiration: February 1, 2017


 


THIS WARRANT AND THE
SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED UNLESS A REGISTRATION STATEMENT
UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO, OR AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER AND
THE HOLDER DELIVERS TO THE ISSUER AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT
REQUIRED UNDER THE SECURITIES ACT OR SUCH OFFER, SALE OR TRANSFER IS MADE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.
SUBJECT TO COMPLIANCE WITH THE REQUIREMENTS OF THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS, THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY
NOT BE PLEDGED OR HYPOTHECATED IN CONNECTION WITH A BONA FIDE MARGIN LOAN OR EXTENSION OF CREDIT SECURED BY THIS WARRANT OR ANY
OF THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT WITHOUT REQUIRING THE CONSENT OF THE ISSUER OR THE DELIVERY OF ANY SUCH
OPINION.


 


THIS CERTIFIES that
in consideration for services to be provided, Griffin Securities, Inc.
or any subsequent holder hereof (the “Holder”), has the right to purchase from Adeona Pharmaceuticals,
Inc., a Nevada corporation (the “Company”), up to One Hundred Thousand (100,000)
fully paid and nonassessable shares of the Company’s common stock, par value $.001 per share (the “Common Stock”),
subject to adjustment as provided herein, at a price per share equal to the Exercise Price (as defined below), at any time after
the date of issue and ending at 5:00 p.m., New York time, on the fifth (5th) anniversary of the Issue Date.


 






    	 



    	 



    
 


 


		1.	Exercise.



 


(a)
Right to Exercise; Exercise Price. The Holder shall have the right to exercise this Warrant at any time and from time
to time as to all or any part of the shares of Common Stock issuable hereunder (the “Warrant Shares”).
The “Exercise Price” for each Warrant Share purchased by the Holder upon the exercise of this Warrant
shall be equal to $1.14, subject to adjustment for the events specified in Section 5 below. The Holder may pay the
Exercise Price in either of the following forms or, at the election of the Holder, a combination thereof:


 


(i)through
a cash exercise (a “Cash Exercise”) by delivering immediately available funds, or


 


(ii)through
a cashless exercise (a “Cashless Exercise”). The Holder may effect a Cashless Exercise by surrendering
this Warrant to the Company and noting on the Exercise Notice that the Holder wishes to effect a Cashless Exercise, upon which
the Company shall issue to the Holder the number of Warrant Shares determined as follows:


 


X
= Y x (A-B)/A


 


		where:	X = the number of Warrant Shares to be issued to the Holder;



 


			Y = the number of Warrant Shares with respect to which this Warrant is being exercised;



 


			A = the Trading Price as of the Exercise Date; and



 


			B = the Exercise Price.



 


For purposes of Rule 144, it is intended
and acknowledged that the Warrant Shares issued in a Cashless Exercise transaction shall be deemed to have been acquired by the
Holder, and the holding period for the Warrant Shares required by Rule 144 shall be deemed to have been commenced, on the Issue
Date. For purposes hereof, (A) “Trading Price” shall mean the average daily VWAP for the Common Stock
for the five trading days immediately preceding the Exercise Date and (B) “VWAP” on a trading day means
the volume weighted average price of the Common Stock for such trading day on the principal market on which the Common Stock then
trades as reported by Bloomberg Financial Markets or, if Bloomberg Financial Markets is not then reporting such prices, by a comparable
reporting service of national reputation selected by the Company and reasonably satisfactory to the Holder. If VWAP cannot be calculated
for the Common Stock on such trading day on any of the foregoing bases, then the Company shall submit such calculation to an independent
investment banking firm of national reputation, and shall cause such investment banking firm to perform such determination and
notify the Company of the results of determination no later than two (2) business days from the time such calculation was submitted
to it by the Company. All such determinations shall be appropriately adjusted for any stock dividend, stock split or other similar
transaction during such period.


 






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(b)
Exercise Notice. In order to exercise this Warrant, the Holder shall (i) send by facsimile transmission, at any time
prior to 5:00 p.m., New York time, on the business day on which the Holder wishes to effect such exercise (the “Exercise
Date”), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A
(the “Exercise Notice”), (ii) deliver the original Warrant and (iii) in the case of a Cash Exercise,
pay the Exercise Price to the Company by wire transfer in immediately available funds. The Exercise
Notice shall also state the name or names (with address) in which the shares of Common Stock that are issuable on such exercise
shall be issued. If shares are to be issued in the name of a person other than the Holder, the Holder will pay all transfer taxes
payable with respect thereto.


 


(c)
Holder of Record. The Holder shall, for all purposes, be deemed to have become the holder of record of the Warrant
Shares specified in an Exercise Notice on the Exercise Date specified therein, irrespective of the date of delivery of such Warrant
Shares, subject to payment of the Exercise Price. Except as specifically provided herein, nothing in this Warrant shall be construed
as conferring upon the Holder hereof any rights as a shareholder of the Company, including, without limitation, the right to vote,
the right to receive dividends or other distributions made to shareholders of the Company, and the right to exercise preemptive
rights, prior to the Exercise Date.


 


(d)
Cancellation of Warrant. This Warrant shall be canceled upon its exercise and, if this Warrant is exercised in part,
the Company shall, at the time that it delivers Warrant Shares to the Holder pursuant to such exercise as provided herein, issue
a new warrant, and deliver to the Holder a certificate representing such new warrant, with terms identical in all respects to
this Warrant (except that such new warrant shall be exercisable into the number of shares of Common Stock with respect to which
this Warrant shall remain unexercised); provided, however, that the Holder shall be entitled to exercise all or
any portion of such new warrant at any time following the time at which this Warrant is exercised, regardless of whether the Company
has actually issued such new warrant or delivered to the Holder a certificate therefor.


 


2.Delivery
of Warrant Shares Upon Exercise. Upon receipt of an Exercise Notice pursuant to Section 1, the Company shall,
no later than the close of business on the later to occur of (i) the third (3rd) business day following the Exercise Date set
forth in such Exercise Notice and (ii) the date on which the Company has received payment of the Exercise Price and the taxes
specified in Section 1(b), if any, are paid in full (a “Delivery Date”), issue and deliver
or cause to be delivered to the Holder the number of Warrant Shares as shall be determined as provided herein. The Company shall
effect delivery of Warrant Shares to the Holder by, as long as the Transfer Agent participates in the Depository Trust Company
(“DTC”) Fast Automated Securities Transfer program (“FAST”), crediting the
account of the Holder or its nominee at DTC (as specified in the applicable Exercise Notice) with the number of Warrant Shares
required to be delivered, no later than the close of business on such Delivery Date. In the event that the Transfer Agent is not
a participant in FAST, or if the Warrant Shares are not otherwise eligible for delivery through FAST, or if the Holder so specifies
in an Exercise Notice or otherwise in writing on or before the Exercise Date, the Company shall effect delivery of Warrant Shares
by delivering to the Holder or its nominee physical certificates representing such Warrant Shares, no later than the close of
business on such Delivery Date.


 






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		3.	Adjustments to Exercise Price; Distributions; Repurchase
Right.



 


(a)Subdivision
or Combination of Common Stock. If the Company, at any time after the Issue Date, subdivides (by any stock split, stock dividend,
recapitalization, reorganization, reclassification or otherwise) its shares of Common Stock into a greater number of shares, then
after the date of record for effecting such subdivision, the Exercise Price in effect immediately prior to such subdivision will
be proportionately reduced. If the Company, at any time after the Issue Date, combines (by reverse stock split, recapitalization,
reorganization, reclassification or otherwise) its shares of Common Stock into a smaller number of shares, then, after the date
of record for effecting such combination, the Exercise Price in effect immediately prior to such combination will be proportionally
increased. Any adjustment made pursuant to this Section 4(a) that results in a decrease or increase in the Exercise
Price shall also effect a proportional increase or decrease, as the case may be, in the number of shares of Common Stock into which
this Warrant is exercisable.


 


(b)Distributions.
If the Company shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock
as a partial liquidating dividend or otherwise (including any dividend or distribution to the Company’s stockholders in cash
or shares (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”), the Company
shall deliver written notice of such Distribution (a “Distribution Notice”) to the Holder at least fifteen
(15) business days prior to the earlier to occur of (i) the record date for determining stockholders entitled to such Distribution
(the “Record Date”) and (ii) the date on which such Distribution is made (the “Distribution
Date”). The Holder shall be entitled, at its option (to be exercised by written notice delivered to the Company on
or before the fifteenth (15th) business day following the date on which a Distribution Notice is delivered to the Holder),
either (A) upon any exercise of this Warrant on or after the Record Date, to be entitled to receive, on the Distribution Date (for
any exercise effected prior to the Distribution Date) or the applicable Delivery Date (for any exercise effected after the Distribution
Date), the amount of such assets which would have been payable to the holder with respect to the shares of Common Stock issuable
upon such exercise (without giving effect to any limitations on such exercise contained in this Warrant or the Purchase Agreement)
had the Holder been the holder of such shares of Common Stock on the Record Date or (B) upon any exercise of this Warrant on or
after the Distribution Date, to reduce the Exercise Price applicable to such exercise by reducing the Exercise Price in effect
on the business day immediately preceding the Record Date by an amount equal to the fair market value of the assets to be distributed
divided by the number of shares of Common Stock as to which such Distribution is to be made, such fair market value to be
reasonably determined in good faith by the independent members of the Company’s Board of Directors. Notwithstanding anything
herein to the contrary, if the Holder does not notify the Company of whether the Holder has elected clause (A) or (B) in the preceding
sentence by the date that is fifteen (15) business days after the date on which the Company delivers a Distribution Notice to the
Holder, the Company shall have the right, exercisable upon written notice to the Holder, to determine whether clause (A) or (B)
shall be applicable to exercises of this Warrant effected on or after the Distribution Date.


 






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4.
Major Transactions. In the event of a merger, consolidation, business combination, tender offer, exchange of shares,
recapitalization, reorganization, redemption or other similar event, as a result of which shares of Common Stock shall be changed
into the same or a different number of shares of the same or another class or classes of stock or securities or other assets of
the Company or another entity or the Company shall sell all or substantially all of its assets (each of the foregoing being a
“Major Transaction”), the Company will give the Holder at least ten (10) Trading Days’ written
notice prior to the earlier of (I) the closing or effectiveness of such Major Transaction and (II) the record date for the receipt
of such shares of stock or securities or other assets, and the Holder shall be permitted to exercise this Warrant in whole or
in part at any time prior to the record date for the receipt of such consideration and shall be entitled to receive, for each
share of Common Stock issuable to the Holder upon such exercise, the same per share consideration payable to the other holders
of Common Stock in connection with such Major Transaction. If and to the extent that the Holder retains this Warrant or any portion
hereof following such record date, the Company will cause the surviving or, in the event of a sale of assets, purchasing entity,
as a condition precedent to such Major Transaction, to assume the obligations of the Company with respect to this Warrant, with
such adjustments to the Exercise Price and the securities covered hereby as may be necessary in order to preserve the economic
benefits of this Warrant to the Holder.


 


5.Piggyback Registration.
. If at any time after the issuance hereof and prior to the that all of the Warrant Shares shall be issuable without restricted
under Rule 144 or three years after the date hereof, the Corporation shall determine to register any of its securities, either
for its own account or the account of a security holder other than a registration relating solely to employee benefit plans, the
Corporation will:


 


		(i)	promptly give to the Holder written notice thereof; and



 


(ii) include
in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved
therein, all the Warrant Shares specified in a written request or requests made within twenty (20) days after receipt of such
written notice from the Holder.


 






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If
the registration of which the Corporation gives notice is for a registered public offering involving an underwriting, the Corporation
shall so advise the Holder as a part of the written notice given pursuant to clause (i) above. In such event the right of
the Holder to registration pursuant to this Agreement shall be conditioned upon the inclusion of the Holder’s Warrant Shares
in the underwriting to the extent provided herein. All stockholders proposing to distribute their securities through such underwriting
shall (together with the Corporation) enter into an underwriting agreement in customary form with the representative of the underwriter
or underwriters selected by the Corporation with the approval of the Holder. If the underwriter shall determine in good faith
and advise the Corporation in writing that it is its opinion that the number of Warrant Shares requested to be included exceeds
the number that can be sold in the offering without materially adversely affecting the distribution of such securities, the Corporation
will include in such registration (i) first, the securities that the Corporation proposes to sell and (ii) second, the
Holder’s securities requested to be included in such registration pro rata among the Holders and (iii) third, securities
of the holders of other securities requesting registration. If a piggyback registration consists only of underwritten secondary
registration on behalf of holder’s of the Corporation’s securities and the underwriter shall determine in good faith
and advise the Corporation in writing that it is its opinion that the number of Warrant Shares requested to be included exceeds
the number that can be sold in the offering without materially adversely affecting the distribution of such securities, the Corporation
will include in such registration (i) first, the Holder’s securities requested to be included in such registration
pro rata among the Holders and (ii) second, the securities of the holders of other securities requesting registration. If
the Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the
Corporation and the underwriter. Any Warrant Shares or other securities excluded or withdrawn from such underwriting shall be
withdrawn from such registration.


  


6.Fractional
Interests. No fractional shares or scrip representing fractional shares shall be issuable upon the exercise of this Warrant.
If, on exercise of this Warrant, the Holder hereof would be entitled to a fractional share of Common Stock or a right to acquire
a fractional share of Common Stock, the Company shall, in lieu of issuing any such fractional share, pay to the Holder an amount
in cash equal to the product resulting from multiplying such fraction by the Trading Price as of the Exercise Date.


 


 






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7.Transfer
of this Warrant. The Holder may not sell, transfer, assign, pledge or otherwise dispose of this Warrant, in whole or in part,
unless such sale or other disposition is made pursuant to an effective registration statement or the Holder provides the Company
with an opinion of counsel reasonably acceptable to the Company that the transfer may be made without registration under the Securities
Act and applicable state securities laws an exemption from the registration requirements of the Securities Act, and applicable
state securities laws. Upon such transfer or other disposition, the Holder shall deliver this Warrant to the Company together
with a written notice to the Company, substantially in the form of the Transfer Notice attached hereto as Exhibit B
(a “Transfer Notice”), indicating the person or persons to whom this Warrant shall be transferred and,
if less than all of this Warrant is transferred, the number of Warrant Shares to be covered by the part of this Warrant to be
transferred to each such person. Within ten (10) business days of receiving a Transfer Notice and the original of this Warrant,
the Company shall deliver to the each transferee designated by the Holder a Warrant or Warrants of like tenor and terms for the
appropriate number of Warrant Shares and, if less than all this Warrant is transferred, shall deliver to the Holder a Warrant
for the remaining number of Warrant Shares.


 


8.Benefits
of this Warrant; Headings. This Warrant shall be for the sole and exclusive benefit of the Holder of this Warrant and nothing
in this Warrant shall be construed to confer upon any person other than the Holder of this Warrant any legal or equitable right,
remedy or claim hereunder. The headings used in this Warrant are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.


 


9.Loss,
theft, destruction or mutilation of Warrant. Upon receipt by the Company of evidence of the loss, theft, destruction or mutilation
of this Warrant, and (in the case of loss, theft or destruction) of indemnity reasonably satisfactory to the Company, and upon
surrender of this Warrant, if mutilated, the Company shall execute and deliver a new Warrant of like tenor and date in replacement
for the lost, stolen, destroyed or mutilated Warrant.


 


10.Notice
or Demands. Any notice, demand or request required or permitted to be given by the Company or the Holder pursuant to the terms
of this Warrant shall be in writing and shall be deemed delivered (i) when delivered personally or by verifiable facsimile transmission,
unless such delivery is made on a day that is not a business day, in which case such delivery will be deemed to be made on the
next succeeding business day, (ii) on the next business day after timely delivery to an overnight courier and (iii) on the business
day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid),
addressed as follows:


 






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If to the Company or the Issuer:


 


Synthetic Biologics, Inc.


3985 Research Park Drive, Suite 200


Ann Arbor, MI 48108


Tel: (734) 332-7800


Fax:(734) 332-7878


 


and if to the Holder, to such address as
shall be designated by the Holder in writing to the Company.


 


11.Taxes.The
issue of stock certificates on exercises of this Warrant shall be made without charge to
the exercising Holder
for any tax in respect of the issue thereof. The Company shall not, however, be required to pay any tax which may be payable in
respect of any transfer involved in the issue and delivery of stock in any name other than that of the Holder of any Warrant exercised,
and the Company shall not be required to issue or deliver any such stock certificate unless and until the person or persons requesting
the issue thereof shall have paid to the Company the amount of such tax or shall have established to the reasonable satisfaction
of the Company that such tax has been paid.


 


12.Governing
Law. This Warrant shall be governed by and construed under the laws of the State of New York applicable to contracts made
and to be performed entirely within the State of New York. The Company hereby irrevocably submits to the non-exclusive jurisdiction
of the state and federal courts sitting in the City of New York for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby 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. The Company hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy
thereof to it at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any manner permitted by law.


 


13.Amendments.Except
as expressly provided herein, neither this Warrant nor any term hereof may be amended except pursuant to a written instrument
executed by the Company and the Holder, and no provision hereof may be waived other than by a written instrument signed by the
party against whom enforcement of any such waiver is sought. Any waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.


 


14.
Successors and Assigns. This Warrant shall be binding upon the successors and permitted assigns of the parties. The
Company may not assign its rights or obligations under this


 


Agreement without the prior written consent
of the Holder, which consent shall not be unreasonably withheld.


 


 






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IN WITNESS WHEREOF, the Company has duly
executed and delivered this Warrant as of the Issue Date.


 


 


 


	 	SYNTHETIC BIOLOGICS, INC.	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ C. Evan Ballantyne	 
	    	 	Name: C. Evan Ballantyne	 
	 	 	Title: Chief Financial Officer	 







 






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EXHIBIT A to WARRANT


 


EXERCISE NOTICE


 


 


The undersigned Holder
hereby irrevocably exercises the right to purchase   of the shares of Common Stock (“Warrant Shares”)
of ____________ (the “Company”) evidenced by the attached Warrant (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, as permitted by Section 1(a) of the attached Warrant.


 


2.
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 sum of $________________ to the Company in accordance with the terms
of the Warrant.


 


By tendering this Exercise
Notice, the Holder represents to the Company that it is an “accredited investor” as that term is defined in Rule 501
of Regulation D under the Securities Act, and that it is acquiring the Warrants Shares solely for its own account, and not with
a present view to the public resale or distribution of all or any part thereof.


 


 


 


Date: ______________________


 


 


___________________________________


Name of Registered
Holder


 


 


By: _______________________________


       Name:


       Title:


 


 



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EXHIBIT B to WARRANT


 


TRANSFER NOTICE


 


FOR VALUE RECEIVED, the undersigned Holder
of the attached Warrant hereby sells, assigns and transfers unto the person or persons named below the right to purchase  
shares of the Common Stock of ____________ evidenced by the attached Warrant.


 


 


Date: ______________________


 


 


___________________________________


Name of Registered
Holder


 


By: _______________________________


       Name:


       Title:


 


 


By tendering this Transfer Notice, the
above named transferee represents to the Company that it is an “accredited investor” as that term is defined in Rule
501 of Regulation D under the Securities Act, and that it is acquiring the Warrants solely for its own account, and not with a
present view to the public resale or distribution of all or any part thereof.


 


 


 


_________________________________


Transferee






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