Exhibit 10.1


 


WARRANT AGENT AGREEMENT


 


This WARRANT AGENT AGREEMENT
(this “Warrant Agreement”) dated as of February 17, 2022 (the “Issuance Date”) is between Sunshine
Biopharma, Inc., a Colorado corporation (the “Company”), and Equiniti Trust Company (the “Warrant Agent”).


 


WHEREAS, pursuant to the terms
of that certain Underwriting Agreement (“Underwriting Agreement”), dated February 15, 2022, by and among the Company
and Aegis Capital Corp., as the underwriter set forth therein (the “Underwriter”), the Company is engaged in a public
offering of (i) common units (the “Common Units”), with each Common Unit consisting of one (1) share of common stock,
par value $0.001 per share (the “Common Stock”) of the Company, two (2) warrants (each a “Tradeable Warrant”,
and collectively, the “Tradeable Warrants”) of the Company to purchase one (1) share each of Common Stock; (ii) pre-funded
units (the “Pre-funded Units”), with each Pre-funded Unit consisting of one (1) pre-funded warrant to purchase one
share of common stock at an exercise price of $0.001 per share (a “Pre-funded Warrant,” and collectively, the “Pre-funded
Warrants”; together with the Tradeable Warrants, the “Warrants”) and two (2) Tradeable Warrants; and (iii)
Common Stock, Pre-funded Warrants and/or Tradeable Warrants issuable pursuant to the Underwriter’s over-allotment option granted
pursuant to the Underwriting Agreement;


 


WHEREAS, the Company has filed
with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-259394)
(as the same may be amended from time to time, the “Registration Statement”), for the registration under the Securities
Act of 1933, as amended (the “Securities Act”), of the Common Units, Pre-funded Units, common stock, Pre-funded Warrants,
Tradeable Warrants, and shares underlying Pre-funded Warrants and Tradeable Warrants, and such Registration Statement was declared effective
on February 14, 2022; and


 


WHEREAS, the Company desires
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in accordance with the terms set forth
in this Warrant Agreement in connection with the issuance, registration, transfer, exchange and exercise of the Warrants;


 


WHEREAS, the Company desires
to provide for the provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation
of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants the valid, binding and legal obligations of the Company, and to
authorize the execution and delivery of this Warrant Agreement.


 


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of Warrant Agent. The Company
hereby appoints the Warrant Agent to act as agent for the Company with respect to the Warrants, and the Warrant Agent hereby accepts such
appointment and agrees to perform the same in accordance with the express terms and conditions set forth in this Warrant Agreement (and
no implied terms or conditions).


 


2. Warrants.


 


2.1. Form of Warrants.
The Pre-Funded Warrants and Tradeable Warrants shall be registered securities and shall be evidenced by a global warrant (“Global
Warrant”) in the forms of Exhibit A-1 and Exhibit A-2 to this Warrant Agreement, which shall be deposited on behalf
of the Company with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co.,
a nominee of DTC. The terms of the Global Warrant are incorporated herein by reference. If DTC subsequently ceases to make its book-entry
settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry
settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry
form, the Company may instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation
the Global Warrant, and the Company shall instruct the Warrant Agent to deliver to DTC separate certificates evidencing Warrants (“Definitive
Certificates” and, together with the Global Warrant, “Warrant Certificates”) registered as requested through
the DTC system.


  


2.2. Issuance and Registration
of Warrants.


 


2.2.1. Warrant Register.
The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance and the registration
of transfer of the Warrants. Any Person in whose name ownership of a beneficial interest in the Warrants evidenced by a Global Certificate
is recorded in the records maintained by DTC or its nominee shall be deemed to the “beneficial owner” thereof; provided,
that all such beneficial interests shall be held through a Participant of DTC.


 






    	 	 	 



     


    

 


2.2.2. Issuance of Warrants.
Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Warrant and deliver the Warrants in the DTC book-entry
settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of security entitlements
in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii)
by institutions that have accounts with DTC (each, a “Participant”).


 


2.2.3. Beneficial Owner;
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose name that Warrant shall be registered on the Warrant Register (the “Holder,” which shall include
a Holder’s transferees, successors and assigns and a “Holder” shall include, if the Warrants are held in “street
name,” a Participant, any designee appointed by such Participant and each “beneficial owner” of such Warrants) as the
absolute owner of such Warrant for purposes of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant
Agent shall be affected by any notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant
Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished
by DTC governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a
Warrant evidenced by the Global Warrant shall be exercised by the Holder or a Participant through the DTC system, except to the extent
set forth herein or in the Global Warrant.


 


2.2.4. Delivery of Warrant
Certificate. A Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below) pursuant to a
Warrant Certificate Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for the exchange of some or
all of such Holder’s Global Warrants for a Warrant Certificate evidencing the same number of Warrants, which request shall be in
the form attached hereto as Exhibit B (a “Warrant Certificate Request Notice” and the date of delivery of such
Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the deemed surrender
upon delivery by the Holder of a number of Global Warrants for the same number of Warrants evidenced by a Warrant Certificate, a “Warrant
Exchange”), the Warrant Agent shall promptly effect the Warrant Exchange and shall promptly issue and deliver to the Holder
a Warrant Certificate for such number of Warrants in the name set forth in the Warrant Certificate Request Notice. Such Warrant Certificate
shall be dated the date of issuance of the Warrant Certificate, shall include the initial exercise date of the Warrants, shall be executed
by an authorized signatory of the Company and shall be reasonably acceptable in all respects to such Holder. In connection with a Warrant
Exchange, the Company agrees to deliver, or to direct the Warrant Agent to deliver, the Warrant Certificate to the Holder within three
(3) Trading Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice
(“Warrant Certificate Delivery Date”). If the Company fails for any reason to deliver to the Holder the Warrant Certificate
subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash,
as liquidated damages and not as a penalty, for each $1,000 of shares of Common Stock issuable upon exercise of the Warrants (the “Warrant
Shares”) evidenced by such Warrant Certificate (based on the VWAP (as defined in the Warrants) of the Common Stock on the Warrant
Certificate Request Notice Date), $10 per Trading Day for each Trading Day after such Warrant Certificate Delivery Date until such Warrant
Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. The Company covenants
and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the
Warrant Certificate and, notwithstanding anything to the contrary set forth herein, the Warrant Certificate shall be deemed for all purposes
to contain all of the terms and conditions of the Warrants evidenced by such Warrant Certificate and the terms of this Agreement.


 


2.2.5. Execution. The
Warrant Certificates shall be executed on behalf of the Company by any authorized officer of the Company (an “Authorized Officer”),
which need not be the same authorized signatory for all of the Warrant Certificates, either manually or by facsimile signature. The Warrant
Certificates shall be countersigned by an authorized signatory of the Warrant Agent, which need not be the same signatory for all of
the Warrant Certificates, and no Warrant Certificate shall be valid for any purpose unless so countersigned. In case any Authorized Officer
of the Company that signed any of the Warrant Certificates ceases to be an Authorized Officer of the Company before countersignature
by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant
Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificates had not ceased to
be such officer of the Company; 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 an Authorized Officer of the Company authorized to sign such Warrant Certificate,
although at the date of the execution of this Warrant Agreement any such person was not such an Authorized Officer.


 


 


 






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2.2.6. Registration of Transfer.
At any time at or prior to the Expiration Date (as defined below), a transfer of any Warrants may be registered and any Warrant Certificate
or Warrant Certificates may be split up, combined or exchanged for another Warrant Certificate or Warrant Certificates evidencing the
same number of Warrants as the Warrant Certificate or Warrant Certificates surrendered. Any Holder desiring to register the transfer of
Warrants or to split up, combine or exchange any Warrant Certificate shall make such request in writing delivered to the Warrant Agent,
and shall surrender to the Warrant Agent the Warrant Certificate or Warrant Certificates evidencing the Warrants the transfer of which
is to be registered or that is or are to be split up, combined or exchanged and, in the case of registration of transfer, shall provide
a signature guarantee. Thereupon, the Warrant Agent shall countersign and deliver to the person entitled thereto a Warrant Certificate
or Warrant Certificates, as the case may be, as so requested. The Company and the Warrant Agent may require payment, by the Holder requesting
a registration of transfer of Warrants or a split-up, combination or exchange of a Warrant Certificate (but, for purposes of clarity,
not upon the exercise of the Warrants and issuance of Warrant Shares to the Holder), of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with such registration of transfer, split-up, combination or exchange, together with reimbursement
to the Company and the Warrant Agent of all reasonable expenses incidental thereto. All such fees and expenses shall be paid by the Company,
and not by any Holder.


 


2.2.7. Loss, Theft and Mutilation
of Warrant Certificates. Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory to them of the loss,
theft, destruction or mutilation of a Warrant Certificate, and, in case of loss, theft or destruction, of indemnity or security in customary
form and amount, and reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto, and upon surrender
to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Warrant Agent shall, on behalf of the Company, countersign
and deliver a new Warrant Certificate of like tenor to the Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated.
The Warrant Agent may charge the Holder an administrative fee for processing the replacement of lost Warrant Certificates,. The Warrant
Agent may receive compensation from the surety companies or surety agents for administrative services provided to them.


 


2.2.8. Proxies. The Holder
of a Warrant may grant proxies or otherwise authorize any person, including the Participants and beneficial holders that may own interests
through the Participants, to take any action that a Holder is entitled to take under this Agreement or the Warrants; provided,
however, that at all times that Warrants are evidenced by a Global Warrant, exercise of those Warrants shall be effected on their
behalf by Participants through DTC in accordance the procedures administered by DTC.


 


3. Terms and Exercise of Warrants.


 


3.1. Exercise Price.
Each Warrant shall entitle the Holder, subject to the provisions of the applicable Warrant Certificate and of this Warrant Agreement,
to purchase from the Company the number of shares of Common Stock stated therein, at the price of $0.001 per whole share, with respect
to the Pre-Funded Warrants, or $4.25 with respect to the Tradeable Warrants, subject to the subsequent adjustments provided in the Global
Warrant. The term “Exercise Price” as used in this Warrant Agreement refers to the price per share at which shares
of Common Stock may be purchased at the time a Warrant is exercised.


 


3.2. Duration of Warrants.
A Warrant may be exercised only during the period (“Exercise Period”) commencing on the date of issuance and ending
on the Termination Date. For purposes of this Warrant Agreement, the “Termination Date” shall have the
meaning set forth in the Global Warrant. Each Warrant not exercised on or before the Termination Date shall cease to be exercisable at
the close of business on the Termination Date. 


 


3.3. Exercise of Warrants.


 


3.3.1. Exercise. Subject
to the provisions of the Global Warrant, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise
Warrants by delivering to the Warrant Agent during the Exercise Period a notice of exercise of the Warrants to be exercised (i) in the
form attached to the Global Warrant or (ii) via an electronic warrant exercise through the DTC system (each, an “Election to
Purchase”); provided, that if a Holder exercises a Warrant later than 5:00 P.M., New York City time on any Trading Day or at
any time on a day that is not a Trading Day, the Warrant will be deemed exercised as of opening of trading on the next Trading Day. All
other requirements for the exercise of a Warrant shall be as set forth in the Warrant. All exercise funds shall be delivered to the Warrant
Agent for the processing of the exercises.


 






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3.3.2. The Warrant Agent shall,
by 5:00 p.m., New York City time, on the Trading Day following the Exercise Date of any Warrant, advise the Company, the transfer agent
and registrar for the Company’s Common Stock, in respect of (i) the number of Warrant Shares indicated on the Notice of Exercise
as issuable upon such exercise with respect to such exercised Warrants, (ii) the instructions of the Holder or Participant, as the case
may be, provided to the Warrant Agent with respect to the delivery of the Warrant Shares and the number of Warrants that remain outstanding
after such exercise and (iii) such other information as the Company or such transfer agent and registrar shall reasonably request. The
Company shall issue the Warrant Shares in compliance with the terms of the Warrant.


 


3.3.3. Valid Issuance.
All Warrant Shares issued by the Company upon the proper exercise of a Warrant in conformity with this Warrant Agreement shall be validly
issued, fully paid and non-assessable.


 


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


 


3.3.5. No Transfer Taxes.
The Company shall not be required to pay any stamp or other tax or governmental charge required to be paid in connection with any transfer
involved in the issue of the Warrant Shares upon the exercise of Warrants; and in the event that any such transfer is involved, the Company
shall not be required to issue or deliver any Warrant Shares until such tax or other charge shall have been paid or it has been established
to the Company’s satisfaction that no such tax or other charge is due.


 


3.3.6. Date of Issuance.
The Company will treat an exercising Holder as a beneficial owner of the Warrant Shares as of the Exercise Date, and for purposes of Regulation
SHO, a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form
through DTC shall be deemed to have exercised its interest in this Warrant upon instructing its broker that is a DTC participant to exercise
its interest in this Warrant, except that, if the Exercise Date is a date when the stock transfer books of the Company are closed, such
person shall be deemed to have become the holder of such shares at the open of business on the next succeeding date on which the stock
transfer books are open.


 


4. Adjustments. Upon every adjustment of
the Exercise Price or the number of Warrant Shares issuable upon exercise of a Warrant, the Company shall give written notice thereof
to the Warrant Agent, which notice shall state the Exercise Price resulting from such adjustment and the increase or decrease, if any,
in the number of Warrant Shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method
of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Section 3 of the Warrant,
then, in any such event, the Company shall give written notice to the Warrant Agent. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of such event. The Warrant Agent shall be entitled to rely conclusively on, and shall be fully
protected in relying on, any certificate, notice or instructions provided by the Company with respect to any adjustment of the Exercise
Price or the number of shares issuable upon exercise of a Warrant, or any related matter, and the Warrant Agent shall not be liable for
any action taken, suffered or omitted to be taken by it in accordance with any such certificate, notice or instructions or pursuant to
this Warrant Agreement. The Warrant Agent shall not be deemed to have knowledge of any such adjustment unless and until it shall have
received written notice thereof from the Company.


 


5. Restrictive Legends; Fractional Warrants.
In the event that a Warrant Certificate surrendered for transfer bears a restrictive legend, the Warrant Agent shall not register that
transfer until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating
whether the Warrants must also bear a restrictive legend upon that transfer. The Warrant Agent shall not be required to effect any registration
of transfer or exchange which will result in the transfer of or delivery of a Warrant Certificate for a fraction of a Warrant.


  


6. Other Provisions Relating to Rights of Holders
of Warrants.


 


6.1. No Rights as Stockholder.
Except as otherwise specifically provided herein, a Holder, solely in its capacity as a holder of Warrants, 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
Agreement be construed to confer upon a Holder, solely in its capacity as the registered holder of Warrants, 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 share capital, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights
or rights to participate in new issues of shares, 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 Warrants.


 


 






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6.2. CEO Agrees Not to
Vote or Transfer Preferred Stock. Dr. Steve N. Slilaty hereby covenants and agrees that, while any Warrants are outstanding, that
he will not (i) exercise any voting rights pursuant to his ownership of any preferred stock of the Company, or (ii) transfer any shares
of preferred stock of the Company held by him as of the date hereof or acquired by him while any Warrants are outstanding. The Company
hereby acknowledges and agrees that it will not, while any Warrants are outstanding (i) allow Dr. Slilaty to exercise any voting rights
pursuant to his ownership of any preferred stock of the Company or (ii)allow Dr. Slilaty to transfer any shares of preferred stock on
the books and records of the Company.


 


6.3 Reservation of Common
Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that
will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant Agreement.


 


7. Concerning the Warrant Agent and Other Matters.


 


7.1. Any instructions given
to the Warrant Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed in writing by the Company as
soon as practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized and protected for acting, or failing
to act, in accordance with any oral instructions which do not conform with the written confirmation received in accordance with this Section
7.1.


 


7.2. (a) Whether or not any
Warrants are exercised, for the Warrant Agent’s services as agent for the Company hereunder, the Company shall pay to the Warrant
Agent such fees as may be separately agreed between the Company and Warrant Agent and the Warrant Agent’s out of pocket expenses
in connection with this Warrant Agreement, including, without limitation, the fees and expenses of the Warrant Agent’s counsel.
While the Warrant Agent endeavors to maintain out-of-pocket charges (both internal and external) at competitive rates, these charges may
not reflect actual out-of-pocket costs, and may include handling charges to cover internal processing and use of the Warrant Agent’s
billing systems. (b) All amounts owed by the Company to the Warrant Agent under this Warrant Agreement are due within 30 days of the invoice
date. Delinquent payments are subject to a late payment charge of one and one-half percent (1.5%) per month commencing 45 days from the
invoice date. The Company agrees to reimburse the Warrant Agent for any attorney’s fees and any other costs associated with collecting
delinquent payments. (c) No provision of this Warrant Agreement shall require Warrant Agent to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties under this Warrant Agreement or in the exercise of its rights.


  


7.3. As agent for the Company
hereunder the Warrant Agent: (a) shall have no duties or obligations other than those specifically set forth herein or as may subsequently
be agreed to in writing by the Warrant Agent and the Company; (b) shall be regarded as making no representations and having no responsibilities
as to the validity, sufficiency, value, or genuineness of the Warrants or any Warrant Shares; (c) shall not be obligated to take any legal
action hereunder; if, however, the Warrant Agent determines to take any legal action hereunder, and where the taking of such action might,
in its judgment, subject or expose it to any expense or liability it shall not be required to act unless it has been furnished with an
indemnity reasonably satisfactory to it; (d) may rely on and shall be fully authorized and protected in acting or failing to act upon
any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission or other document or security delivered
to the Warrant Agent and believed by it to be genuine and to have been signed by the proper party or parties; (e) shall not be liable
or responsible for any recital or statement contained in the Registration Statement or any other documents relating thereto; (f) shall
not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations relating to
the Warrants, including without limitation obligations under applicable securities laws; (g) may rely on and shall be fully authorized
and protected in acting or failing to act upon the written, telephonic or oral instructions with respect to any matter relating to its
duties as Warrant Agent covered by this Warrant Agreement (or supplementing or qualifying any such actions) of officers of the Company,
and is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Company
or counsel to the Company, and may apply to the Company, for advice or instructions in connection with the Warrant Agent’s duties
hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions; any applications by
the Warrant Agent for written instructions from the Company may, at the option of the Agent, set forth in writing any action proposed
to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such action shall be taken or
such omission shall be effective; the Warrant Agent shall not be liable for any action taken by, or omission of, the Warrant Agent in
accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less
than five business days after the date such application is sent to the Company, unless the Company shall have consented in writing to
any earlier date) unless prior to taking any such action, the Warrant Agent shall have received written instructions in response to such
application specifying the action to be taken or omitted; (h) may consult with counsel satisfactory to the Warrant Agent, including its
in-house counsel, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken,
suffered, or omitted by it hereunder in good faith and in accordance with the advice of such counsel; (i) may perform any of its duties
hereunder either directly or by or through nominees, correspondents, designees, or subagents, and it shall not be liable or responsible
for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed with reasonable care by it
in connection with this Warrant Agreement; (j) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting
fees to any person; and (k) shall not be required hereunder to comply with the laws or regulations of any country other than the United
States of America or any political subdivision thereof.


 


 






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7.4. (a) In the absence of
gross negligence or willful or illegal misconduct on its part, as defined in Section 7.5, the Warrant Agent shall not be liable for any
action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Warrant Agreement.
Anything in this Warrant Agreement to the contrary notwithstanding, in no event shall Warrant Agent be liable for special, indirect, incidental,
consequential or punitive losses or damages of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent
has been advised of the possibility of such losses or damages and regardless of the form of action. Any liability of the Warrant Agent
will be limited in the aggregate to one year’s fees paid by the Company hereunder. The Warrant Agent shall not be liable for any
failures, delays or losses, arising directly or indirectly out of conditions beyond its reasonable control including, but not limited
to, acts of government, exchange or market ruling, suspension of trading, work stoppages or labor disputes, fires, civil disobedience,
riots, rebellions, storms, electrical or mechanical failure, computer hardware or software failure, communications facilities failures
including telephone failure, war, terrorism, insurrection, earthquakes, floods, acts of God or similar occurrences. (b) In the event any
question or dispute arises with respect to the proper interpretation of the Warrants or the Warrant Agent’s duties under this Warrant
Agreement or the rights of the Company or of any Holder, the Warrant Agent shall not be required to act and shall not be held liable or
responsible for its refusal to act until the question or dispute has been judicially settled (and, if appropriate, it may file a suit
in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction, binding
on all persons interested in the matter which is no longer subject to review or appeal, or settled by a written document in form and substance
satisfactory to Warrant Agent and executed by the Company and each such Holder. In addition, the Warrant Agent may require for such purpose,
but shall not be obligated to require, the execution of such written settlement by all the Holders and all other persons that may have
an interest in the settlement.


 


7.5. The Company covenants
to indemnify the Warrant Agent and hold it harmless from and against any loss, liability, claim or expense (“Loss”)
arising out of or in connection with the Warrant Agent’s duties under this Warrant Agreement, including the costs and expenses of
defending itself against any Loss, unless such Loss shall have been determined by a court of competent jurisdiction to be a result of
the Warrant Agent’s gross negligence or willful misconduct.


  


7.6. Unless terminated earlier
by the parties hereto, this Agreement shall terminate 90 days after the earlier of the Expiration Date and the date on which no Warrants
remain outstanding (the “Termination Date”). On the business day following the Termination Date, the Agent shall deliver
to the Company any entitlements, if any, held by the Warrant Agent under this Warrant Agreement. The Agent’s right to be reimbursed
for fees, charges and out-of-pocket expenses as provided in this Section 8 shall survive the termination of this Warrant Agreement.


 


7.7. If any provision of this
Warrant Agreement shall be held illegal, invalid, or unenforceable by any court, this Warrant Agreement shall be construed and enforced
as if such provision had not been contained herein and shall be deemed an Agreement among the parties to it to the full extent permitted
by applicable law.


 


7.8. The Company represents
and warrants that: (a) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation; (b) the offer
and sale of the Warrants and the execution, delivery and performance of all transactions contemplated thereby (including this Warrant
Agreement) have been duly authorized by all necessary corporate action and will not result in a breach of or constitute a default under
the articles of association, bylaws or any similar document of the Company or any indenture, agreement or instrument to which it is a
party or is bound; (c) this Warrant Agreement has been duly executed and delivered by the Company and constitutes the legal, valid, binding
and enforceable obligation of the Company; (d) the Warrants will comply in all material respects with all applicable requirements of law;
and (e) to the best of its knowledge, there is no litigation pending or threatened as of the date hereof in connection with the offering
of the Warrants.


 


7.9. In the event of inconsistency
between this Warrant Agreement and the descriptions in the Warrant Certificate, as it may from time to time be amended, the terms of the
Warrant Certificate shall control.


 


7.10. Set forth in Exhibit
C hereto is a list of the names and specimen signatures of the persons authorized to act for the Company under this Warrant Agreement
(the “Authorized Representatives”). The Company shall, from time to time, certify to you the names and signatures of
any other persons authorized to act for the Company under this Warrant Agreement.


 


7.11. Except as expressly
set forth elsewhere in this Warrant Agreement, all notices, instructions and communications under this Agreement shall be in writing,
shall be effective upon receipt and shall be addressed, if to the Company, to its address set forth beneath its signature to this Agreement,
or, if to the Warrant Agent, to Equiniti Trust Company, 1110 Centre Pointe Curve, Suite 101, Mendota Heights, Minnesota 55120, or to such
other address of which a party hereto has notified the other party.


 


 






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7.12. (a) This Warrant Agreement
shall be governed by and construed in accordance with the laws of the State of New York. All actions and proceedings relating to or arising
from, directly or indirectly, this Warrant Agreement may be litigated in courts located within the Borough of Manhattan in the City and
State of New York. The Company hereby submits to the personal jurisdiction of such courts and consents that any service of process may
be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder.
Each of the parties hereto hereby waives the right to a trial by jury in any action or proceeding arising out of or relating to this Warrant
Agreement. (b) This Warrant Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto.
This Warrant Agreement may not be assigned, or otherwise transferred, in whole or in part, by either party without the prior written consent
of the other party, which the other party will not unreasonably withhold, condition or delay; except that (i) consent is not required
for an assignment or delegation of duties by Warrant Agent to any affiliate of Warrant Agent and (ii) any reorganization, merger, consolidation,
sale of assets or other form of business combination by Warrant Agent or the Company shall not be deemed to constitute an assignment of
this Warrant Agreement. (c) No provision of this Warrant Agreement may be amended, modified or waived, except in a written document signed
by both parties. The Company and the Warrant Agent may amend or supplement this Warrant Agreement without the consent of any Holder for
the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing
any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable
and that the parties determine, in good faith, shall not adversely affect the interest of the Holders. All other amendments and supplements
shall require the vote or written consent of Holders of at least 50.1% of the then outstanding Warrants, provided that adjustments may
be made to the Warrant terms and rights in accordance with Section 4 without the consent of the Holders.


  


7.13. Payment of Taxes.
The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect
of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company may require the Holders to pay any transfer
taxes in respect of the Warrants or such shares. The Warrant Agent may refrain from registering any transfer of Warrants or any delivery
of any Warrant Shares unless or until the persons requesting the registration or issuance shall have paid to the Warrant Agent for the
account of the Company the amount of such tax or charge, if any, or shall have established to the reasonable satisfaction of the Company
and the Warrant Agent that such tax or charge, if any, has been paid.


 


7.14. Resignation of Warrant
Agent.


 


7.14.1. Appointment of Successor
Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving thirty (30) days’ notice in writing to the Company, or such shorter period of time
agreed to by the Company. The Company may terminate the services of the Warrant Agent, or any successor Warrant Agent, after giving thirty
(30) days’ notice in writing to the Warrant Agent or successor Warrant Agent, or such shorter period of time as agreed. If the office
of the Warrant Agent becomes vacant by resignation, termination or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days
after it has been notified in writing of such resignation or incapacity by the Warrant Agent, then the Warrant Agent or any Holder may
apply to any court of competent jurisdiction for the appointment of a successor Warrant Agent at the Company’s cost. Pending appointment
of a successor to such 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 (but not including the initial Warrant Agent), whether appointed by the Company or by such court,
shall be a person organized and existing under the laws of any state of the United States of America, in good standing, and authorized
under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment,
any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor
Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed, and except for executing
and delivering documents as provided in the sentence that follows, the predecessor Warrant Agent shall have no further duties, obligations,
responsibilities or liabilities hereunder, but shall be entitled to all rights that survive the termination of this Warrant Agreement
and the resignation or removal of the Warrant Agent, including but not limited to its right to indemnity hereunder. If for any reason
it becomes necessary or appropriate or at the request of the Company, the predecessor Warrant Agent shall execute and deliver, at the
expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor
Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any
and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties, and obligations.


 


 






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7.14.2. Notice of Successor
Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor
Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.


 


7.14.3. Merger or Consolidation
of Warrant Agent. Any person into which the Warrant Agent may be merged or converted or with which it may be consolidated or any person
resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party or any person succeeding to the shareowner
services business of the Warrant Agent or any successor Warrant Agent shall be the successor Warrant Agent under this Warrant Agreement,
without any further act or deed. For purposes of this Warrant Agreement, “person” shall mean any individual, firm, corporation,
partnership, limited liability company, joint venture, association, trust or other entity, and shall include any successor (by merger
or otherwise) thereof or thereto.


 


8. Miscellaneous Provisions.


 


8.1. Persons Having Rights
under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than (i) the parties hereto, and
(ii) the Holders (including, without limitation, all “beneficial holders”) of the Warrants ) any right, remedy, or claim under
or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof.





 


8.2. Examination of the
Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the office of the Warrant Agent
designated for such purpose for inspection by any Holder. Prior to such inspection, the Warrant Agent may require any such holder to provide
reasonable evidence of its interest in the Warrants.


 


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


 


8.4. Effect of Headings.
The Section headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect the interpretation
thereof.


 


9. Certain Definitions. As used herein,
the following terms shall have the following meanings:


 


(a) “Trading Day” means any
day on which the Common Stock is traded on the Trading Market, or, if the Trading Market is not the principal trading market for the Common
Stock, then on the principal securities exchange or securities market in the United States on which the Common Stock is then traded.


 


(b) “Trading Market” means
NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange.


 


[Signature Page Follows]


 


 






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IN WITNESS WHEREOF, this Warrant Agent Agreement has been duly executed
by the parties hereto as of the day and year first above written.


 


	 	SUNSHINE BIOPHARMA, INC.
	 	 	 
	 	By:	/s/ Dr. Steve N. Slilaty
	 	Name:	Dr. Steve N. Slilaty
	 	Title:	Chief Executive Officer



 


	 	EQUINITI TRUST COMPANY 
	 	 	 
	 	By:	/s/ Andrea Severson 
	 	Name:	Andrea Severson
	 	Title:	Senior Vice President



 


 


 


Solely with respect to Section 6.2 hereof,


 


 


/s/ Dr. Steve N. Slilaty                            


Dr. Steve N. Slilaty


 


 


 



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