Exhibit 4.1







 





NEITHER THESE SECURITIES NOR THE SECURITIES
ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I)
IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS
TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES WITH
A REGISTERED BROKER-DEALER OR WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)
UNDER THE SECURITIES ACT . 


 


AEVI GENOMIC MEDICINE, INC.


 


WARRANT TO PURCHASE COMMON STOCK


 


	 	 	 
	Warrant No. ___________________	 	Original Issue Date:  _______________ 2017


 


Aevi
Genomic Medicine, Inc., a Delaware corporation (the “Company”), hereby certifies that, for value received, ___________________
or its permitted registered assigns (the “Holder”),
is entitled to purchase from the Company up to a total of ___________________ shares
of common stock, $0.0001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant
Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to $2.84 per
share (as adjusted from time to time as provided in Section 9 herein, the “Exercise Price”), at any time
and from time to time through and including 5:30 P.M., New York City time, on _______________, 2022 (the “Expiration Date”);,
and subject to the following terms and conditions: 


 


This Warrant (this “Warrant”)
is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated August ___, 2017 by
and among the Company and the Purchasers identified therein (the “Purchase Agreement”). All such Warrants are
referred to herein, collectively, as the “Warrants.”


 


1.        Definitions.
In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings
given to such terms in the Purchase Agreement.


  


2.       Registration
of Warrants. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder (which shall be the initial Holder set forth above or, as the case may be,
any registered assignee to which this Warrant is permissibly assigned hereunder) from time to time. The Company may deem and treat
the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to
the Holder, and for all other purposes, absent actual notice to the contrary.


 



     


     


    

 





3.        Registration
of Transfers. Subject to the restrictions on transfer set forth in Section 4.1 of the Purchase Agreement and compliance
with all applicable securities laws, the Company shall register the transfer of all or any portion of this Warrant in the Warrant
Register, upon surrender of this Warrant, with the Form of Assignment attached as Schedule 2 hereto duly completed and signed,
to the Company’s transfer agent or to the Company at its address specified in the Purchase Agreement and (x) delivery, at
the request of the Company, of an opinion of counsel reasonably satisfactory to the Company to the effect that the transfer of
such portion of this Warrant may be made pursuant to an available exemption from the registration requirements of the Securities
Act and all applicable state securities or blue sky laws and (y) delivery by the transferee of a written statement to the Company
certifying that the transferee is an “accredited investor” as defined in Rule 501(a) under the Securities Act and making
the representations and certifications set forth in Sections 3.2(c), (e) and (f) of the Purchase Agreement, to the Company at its
address specified in the Purchase Agreement. Upon any such registration or transfer, a new warrant to purchase Common Stock in
substantially the form of this Warrant (any such new warrant, a “New Warrant”) evidencing the portion of this
Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not
so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof
shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder
has in respect of this Warrant. The Company shall prepare, issue and deliver at its own expense any New Warrant under this Section
3.


 


4.        Exercise and
Duration of Warrants.


 


(a)        All
or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section 10 of this
Warrant at any time and from time to time through and including 5:30 P.M. New York City time, on the Expiration Date. At 5:30 P.M.,
New York City time, on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and
of no value and this Warrant shall be terminated and no longer outstanding.


 


(b)       The
Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1
hereto (the “Exercise Notice”), completed and duly signed, and (ii) payment of the Exercise Price for the number
of Warrant Shares as to which this Warrant is being exercised (which may take the form of a “cashless exercise” if
so indicated in the Exercise Notice and if a “cashless exercise” may occur at such time pursuant to Section 10
below), and the date on which the last of such items is delivered to the Company (as determined in accordance with the notice provisions
hereof) is an “Exercise Date.” The delivery by (or on behalf of) the Holder of the Exercise Notice and the applicable
Exercise Price as provided above shall constitute the Holder’s certification to the Company that its representations contained
in Sections 3.2(c), (d), (e) and (f) of the Purchase Agreement are true and correct as of the Exercise Date as if remade in their
entirety (or, in the case of any transferee Holder that is not a party to the Purchase Agreement, such transferee Holder’s
certification to the Company that such representations are true and correct as to such assignee Holder as of the Exercise Date).
The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery
of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing
the right to purchase the remaining number of Warrant Shares (if any).


 






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5.        Delivery of
Warrant Shares.


 


(a)        Upon
exercise of this Warrant, the Company shall promptly (but in no event later than three (3) Trading Days after the Exercise Date)
issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the
Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver
a certificate for the Warrant Shares (or uncertificated Warrant Shares) in a name other than that of the Holder or an Affiliate
of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company
to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the
registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the
Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to
the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the
case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling
stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale
restrictions pursuant to Rule 144 under the Securities Act or the Holder is an affiliate of the Company within the meaning of such
term under Rule 144, in which case such Holder shall receive a certificate for the Warrant Shares (or uncertificated Warrant Shares)
issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder
to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date.
If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder,
use its commercially reasonable efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC
or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will
not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through
such a clearing corporation.


 


(b)
       If by the close of the third (3rd) Trading Day or, on and after September
5, 2017, the second (2nd) Trading Day, after delivery of an Exercise Notice and the payment of the aggregate exercise
price in any manner permitted by Section 10 of this Warrant, the Company fails to deliver to the Holder a certificate representing
the required number of Warrant Shares (or such number of uncertificated Warrant Shares) in the manner required pursuant to Section
5(a), and if after such third (3rd) Trading Day or second (2nd) Trading
Day, as the case may be. and prior to the receipt of such Warrant Shares, the Holder purchases (in an open market transaction
or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder
anticipated receiving upon such exercise (a “Buy-In”), then the Company shall, within three (3) Trading Days
or two (2) Trading Days, as the case may be, after the Holder’s request and in the Holder’s sole discretion, either
(1) pay in cash to the Holder an amount equal to the Holder’s total purchase price (including brokerage commissions, if
any) for the shares of Common Stock so purchased, at which point the Company’s obligation to deliver such Warrant Shares
shall terminate or (2) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such
Warrant Shares (or such Warrant Shares in uncertificated form) and pay cash to the Holder in an amount equal to the excess (if
any) of Holder’s total purchase price (including brokerage commissions, if
any) for the shares of Common Stock so purchased in the Buy-In over the product of (A) the
number of shares of Common Stock purchased in the Buy-In,
times (B) the closing bid price of a share of Common Stock on the Exercise Date. 


 






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(c)        To
the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with and subject
to the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any
waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce
the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or
any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person,
and irrespective of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection
with the issuance of Warrant Shares. Nothing herein shall limit the Holder’s right to pursue any other remedies available
to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with
respect to the Company’s failure to timely deliver certificates representing the Warrant Shares (or uncertificated Warrant
Shares) as required pursuant to the terms hereof.


 


6.        Charges,
Taxes and Expenses. Issuance and delivery of certificates for Warrant Shares (or uncertificated Warrant Shares) issuable upon
exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other
incidental tax or expense in respect of the issuance of such certificates (or uncertificated shares of Common Stock), all of which
taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax
that may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares (or uncertificated
Warrant Shares) or the Warrants in a name other than that of the Holder or an Affiliate thereof. The Holder shall be responsible
for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon
exercise hereof.


 


7.        Replacement
of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange
and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction (in such case) and, in each case,
a customary and reasonable indemnity and surety bond, if requested by the Company. Applicants for a New Warrant under such circumstances
shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the
Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver
such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.


 


8.        Reservation
of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized
but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise
of this Warrant as herein provided, the number of Warrant Shares that are initially issuable and deliverable upon the exercise
of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking
into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and
deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly
and validly authorized, issued and fully paid and nonassessable. The Company will take all such action as may be reasonably necessary
to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed.


 






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9.        Certain
Adjustments. 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 9.


 


(a)       Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common
Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides
its outstanding shares of Common Stock into a larger number of shares, (iii) combines its outstanding shares of Common Stock into
a smaller number of shares or (iv) issues by reclassification of shares of Common Stock any shares of capital of the Company, then
in each such case the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of
Common Stock outstanding immediately before such event and the denominator of which 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), (iii) or (iv) of this paragraph shall become effective immediately after the effective date of such subdivision,
combination or reclassification.


 


(b)        Pro
Rata Distributions. If the Company, at any time while this Warrant is outstanding, distributes to all holders of Common Stock
for no consideration (i) evidences of its indebtedness, (ii) any security (other than a distribution of Common Stock covered by
the preceding paragraph) or (iii) rights or warrants to subscribe for or purchase any security, or (iv) any other asset (in each
case, “Distributed Property”), then, upon any exercise of this Warrant that occurs after the record date fixed
for determination of stockholders entitled to receive such distribution, the Holder shall be entitled to receive, in addition to
the Warrant Shares otherwise issuable upon such exercise (if applicable), the Distributed Property that such Holder would have
been entitled to receive in respect of such number of Warrant Shares had the Holder been the record holder of such Warrant Shares
immediately prior to such record date without regard to any limitation on exercise contained therein.


 


(c)       Fundamental
Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the
Company with or into another Person, in which the Company is not the survivor or the stockholders of the Company immediately prior
to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting securities of the surviving entity,
(ii) the Company effects any sale of all or substantially all of its assets or a majority of its Common Stock is acquired by a
third party, in each case in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the
Company or another Person) is completed pursuant to which all or substantially all of the holders of Common Stock are permitted
to tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any reclassification of
the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged
for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered
by Section 9(a) above) (in any such case, a “Fundamental Transaction”), then the Holder shall have the
right thereafter to receive, upon exercise of this Warrant, only the same amount and kind of securities, cash or property (net
of the Exercise Price per Warrant Share then in effect) as it would have been entitled to receive upon the occurrence of such Fundamental
Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then
issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate
Consideration”). The Company shall not effect any such Fundamental Transaction unless 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 obligation to deliver to the Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder
may be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly
apply to subsequent transactions analogous of a Fundamental Transaction type.


 






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(d)
       Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price
pursuant to paragraph (a) of this Section 9, 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 increased or decreased number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior
to such adjustment.


 


(e)        Calculations.
All calculations under this Section 9 shall be made to the nearest cent or the nearest share, as applicable.


 


(f)        Notice
of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will,
at the written request of the Holder, promptly compute such adjustment, in good faith, in accordance with the terms of this Warrant
and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number
or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions
giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the
Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s transfer agent.


 


(g)        Notice
of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution
of cash, securities or other property in respect of its Common Stock, including, without limitation, any granting of rights or
warrants to subscribe for or purchase any capital stock of the Company or any subsidiary, (ii) authorizes or approves, enters
into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary
dissolution, liquidation or winding up of the affairs of the Company, then, except if such notice and the contents thereof shall
be deemed to constitute material non-public information, the Company shall deliver to the Holder a notice of such transaction
at least ten (10) Trading Days prior to the applicable record or effective date on which a Person would need to hold Common Stock
in order to participate in or vote with respect to such transaction; provided, however, that the failure to deliver such
notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice. 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 Commission (as defined in the Purchase
Agreement) pursuant to a Current Report on Form 8-K.


 






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10.        Payment
of Exercise Price. The Holder shall pay the Exercise Price in immediately available funds; provided, however, that if,
on any Exercise Date there is not an effective Registration Statement (as defined in that certain Registration Rights Agreement,
of even date herewith, by and among the Company and the several Purchasers signatory thereto) registering, or no current prospectus
available for, the resale of the Warrant Shares by the Holder, then the Holder may, in its sole discretion, satisfy its obligation
to pay the Exercise Price through a “cashless exercise”, in which event the Company shall issue to the Holder the number
of Warrant Shares determined as follows:


 


X = Y [(A-B)/A]


 


where:


 


“X”
equals the number of Warrant Shares to be issued to the Holder;


 


“Y” equals
the total number of Warrant Shares with respect to which this Warrant is being exercised;


 


“A”
equals the average of the Closing Sale Prices of the shares of Common Stock (as reported by Bloomberg Financial Markets) for the
five (5) consecutive Trading Days ending on the date immediately preceding the Exercise Date; and


 


“B” equals
the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 


For purposes of this Warrant, “Closing
Sale Price” means, for any security as of any date, the last trade price for such security on the Principal Trading Market
for such security, as reported by Bloomberg Financial Markets, or, if such Principal Trading Market begins to operate on an extended
hours basis and does not designate the last trade price, then the last trade price of such security prior to 4:00 P.M., New York
City time, as reported by Bloomberg Financial Markets, 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 Financial Markets, or,
if no last trade price is reported for such security by Bloomberg Financial Markets, 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 Pink Sheets LLC (or
its successor entity). 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 the Board of
Directors of the Company shall use its good faith judgment to determine the fair market value. The Board of Directors’ determination
shall be binding upon all parties absent demonstrable error. All such determinations shall be appropriately adjusted for any stock
dividend, stock split, stock combination or other similar transaction during the applicable calculation period.


 


For purposes of Rule 144 promulgated under
the Securities Act, it is intended, understood 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 shall be deemed
to have commenced, on the date this Warrant was originally issued pursuant to the Purchase Agreement (provided that the Commission
continues to take the position that such treatment is proper at the time of such exercise).


 


11.        No
Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of
any fractional shares that would otherwise be issuable, the number of Warrant Shares to be issued shall be rounded down to the
next whole number and the Company shall pay the Holder in cash the fair market value (based on the Closing Sale Price) for any
such fractional shares.


 






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12.        Notices.
Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall
be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number specified in the Purchase Agreement prior to 5:30 P.M., New York City time,
on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile
at the facsimile number specified in the Purchase Agreement on a day that is not a Trading Day or later than 5:30 P.M., New York
City time, on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight
courier service specifying next business day delivery, or (iv) upon actual receipt by the Person to whom such notice is required
to be given, if by hand delivery. The address and facsimile number of a Person for such notices or communications shall be as set
forth in the Purchase Agreement unless changed by such Person by two (2) Trading Days’ prior notice to the other Persons
in accordance with this Section 12.


 


13.        Warrant
Agent. The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days’ notice to the Holder, the
Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged, any corporation
resulting from any consolidation to which the Company or any new warrant agent shall be a party, or any corporation to which the
Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business, shall be
a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice
of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last
address as shown on the Warrant Register.


 


14.        Miscellaneous.


 


(a)        The
Holder, solely in such Person's 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 such Person's 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, amalgamation, 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 such Person 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.


 


(b)        The
Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock
a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under
this Warrant.


 


(c)        Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation,
amend its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of
this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions
as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting
the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable
therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant,
and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory
body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant.


 



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


 


15.  Successors
and Assigns. Subject to the restrictions on transfer set forth in this Warrant and in Section 4.1 of the Purchase Agreement,
and compliance with applicable securities laws, this Warrant may be assigned by the Holder. This Warrant may not be assigned by
the Company without the written consent of the Holder except to a successor in the event of a Fundamental Transaction. This Warrant
shall be binding on and inure to the benefit of the Company and the Holder and their respective successors and assigns. Subject
to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder
any legal or equitable right, remedy or cause of action under this Warrant.


 


16.    Amendment
and Waiver. Except as otherwise provided herein, this Warrant may be amended only (i) in writing signed by the Company and
the Holder, or their respective successors and assigns, or (ii) if the Company has obtained the written consent of the Holders
of Warrants representing no less than a majority of the Warrant Shares obtainable upon exercise of the Warrants then outstanding,
and in either case the Company may thereafter take any action herein prohibited, or omit to perform any act herein required to
be performed by it, pursuant to the terms of any such amendment.


 


17.    Acceptance.
Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained
herein.


 


18.   Governing
Law; Jurisdiction.ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL
BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES
OF CONFLICTS OF LAW THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW). EACH OF THE COMPANY AND THE
HOLDER 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 (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), 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. EACH OF THE COMPANY AND THE HOLDER 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 VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY
(WITH EVIDENCE OF DELIVERY) TO SUCH PERSON AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THE PURCHASE AGREEMENT 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. EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES
ALL RIGHTS TO A TRIAL BY JURY. 


 






    	 	9	 



     


    

 


 


19.        Headings.
The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect
any of the provisions hereof.


 


20.        Severability.
In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby, and the Company and
the Holder will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


 


 


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    	 	10	 



     


    


 


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


 





	 	AEVI GENOMIC MEDICINE, INC.
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 







 


 




     

     


    



 


SCHEDULE 1


 


FORM OF EXERCISE NOTICE


 


[To be executed by the Holder to purchase
shares of Common Stock under the Warrant]


 


Ladies and Gentlemen:


 


(1)       The
undersigned is the Holder of Warrant No. __________ (the “Warrant”) issued by Aevi Genomic Medicine, Inc., a
Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined herein have the
respective meanings set forth in the Warrant.


 


(2)       The
undersigned hereby exercises its right to purchase __________ Warrant Shares pursuant to the Warrant.


  


(3)       The
Holder intends that payment of the Exercise Price shall be made as (check one):


 


		 ̈	Cash
Exercise



 


		 ̈	“Cashless
Exercise” under Section 10 of the Warrant



 


(4)       If
the Holder has elected a Cash Exercise, the Holder shall pay the sum of $___________ in immediately available funds to the Company
in accordance with the terms of the Warrant.


 


(5)       Pursuant
to this Exercise Notice, the Company shall deliver to the Holder Warrant Shares determined in accordance with the terms of the
Warrant.


 


 


Dated:____________________


 


Name of Holder: _______________________


 


By:__________________________________

Name: _______________________________

Title: ________________________________


(Signature must conform in all respects
to name of Holder as specified on the face of the Warrant)


 




     

     


    


 


SCHEDULE 2


 


FORM OF ASSIGNMENT


 


[To be completed and executed by the Holder
only upon transfer of the Warrant]


 


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto                             
(the “Transferee”) the right represented by the within Warrant to purchase                 
shares of Common Stock of Aevi Genomic Medicine, Inc. (the “Company”) to which the within Warrant relates and
appoints                             
as attorney to transfer said right on the books of the Company with full power of substitution in the premises. In connection therewith,
the undersigned represents, warrants, covenants and agrees to and with the Company that:


 


		(a)	the offer and sale of the Warrant contemplated hereby is being made in compliance with Section
4(a)(1) of the United States Securities Act of 1933, as amended (the “Securities Act”) or another valid exemption
from the registration requirements of Section 5 of the Securities Act and in compliance with all applicable securities laws of
the states of the United States;



 


		(b)	the undersigned has not offered to sell the Warrant by any form of general solicitation or general
advertising, including, but not limited to, any advertisement, article, notice or other communication published in any newspaper,
magazine or similar media or broadcast over television or radio, and any seminar or meeting whose attendees have been invited by
any general solicitation or general advertising;



 


		(c)	the undersigned has read the Transferee’s investment letter included herewith, and to its
actual knowledge, the statements made therein are true and correct; and



 


		(d)	the undersigned understands that the Company may condition the transfer of the Warrant contemplated
hereby upon the delivery to the Company by the undersigned or the Transferee, as the case may be, of a written opinion of counsel
(which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect
that such transfer may be made without registration under the Securities Act and under applicable securities laws of the states
of the United States.



 


 





	Dated:  	 	 
	 	 	 
	 	 	(Signature must conform in all respects to name of holder as specified on the face of the Warrant)
	 	 	 
	 	 	 
	 	 	Address of Transferee
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	In the presence of: