Exhibit 4.2 


 


EXECUTION VERSION




 


SECOND AMENDED
AND RESTATED WARRANT CERTIFICATE


 


THIS SECOND AMENDED
AND RESTATED WARRANT certificate (THIS “WARRANT CERTIFICATE”)
AND THE SECURITIES ISSUABLE UPON EXERCISE OF THE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING THE OFFER AND SALE OF SUCH SECURITIES IS EFFECTIVE UNDER THE
SECURITIES ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN
LAW AND, IN EACH CASE, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.


 


	Date of Amendment and 

Restatement of Amended and 

Restated Warrant Certificate 

(the “Restatement Date”)	April 22, 2020
	Warrant Shares issuable upon 

exercise of this Warrant 

Certificate	990,330 shares of Common Stock (the “Warrant Shares”).


 


WHEREAS, in connection
with the execution and delivery of that certain Credit Agreement and Guaranty, dated as of July 29, 2019 (the “Credit
Agreement”), and as a condition precedent to the making of loans pursuant thereto, Foamix Pharmaceuticals Ltd. (“Foamix”)
issued a Warrant Certificate (the “Original Warrant Certificate”) to ORBIMED ROYALTY & CREDIT OPPORTUNITIES
III, LP, a Delaware limited partnership (the “Initial Holder” and, together with its successors and permitted
transferees and assigns, a “Holder”) exercisable into up to 550,000 ordinary shares of Foamix;


 


WHEREAS, Foamix, Menlo
Therapeutics Inc. (the “Company”) and Giants Merger Subsidiary, Ltd. entered into that certain Agreement
and Plan of Merger, dated as of November 10, 2019 (as subsequently amended or otherwise modified from time to time, the “Merger
Agreement”), pursuant to which, among other things, (i) Foamix became a wholly-owned Subsidiary of the Company and
(ii) all issued and outstanding ordinary shares of Foamix were exchanged (the “Exchange”) for Common
Stock and CSRs;


 


WHEREAS, in connection
with the transactions contemplated by the Merger Agreement, including the Exchange, the Company and the Initial Holder amended
and restated the Original Warrant Certificate (as amended and restated, the “Amended and Restated Warrant Certificate”)
in its entirety in order to reflect, among other things, that the Company became the issuer of the Warrant Certificate and the
adjustments to be made pursuant to Section 4(a) of the Original Warrant Certificate as a result of the transactions contemplated
by the Merger Agreement, including the Exchange;


 






    


     


    

 


WHEREAS, the Amended
and Restated Warrant Certificate provides that the parties thereto shall amend and restate the Amended and Restated Warrant Certificate
in its entirety in order to reflect the adjustments described in Section 2(b) of the Amended and Restated Warrant Certificate upon
the the delivery of the Efficacy Determination (as defined in the Contingent Stock Rights Agreement) and the resulting conversion
or termination of the CSRs, as applicable, pursuant to the Merger Agreement and the Contingent Stock Rights Agreement;


 


WHEREAS, the Efficacy
Determination was delivered to the Company on April 3, 2020.


 


NOW, THEREFORE, FOR
VALUE RECEIVED, the Company and the Initial Holder hereby acknowledge, consent and agree that the Amended and Restated Warrant
Certificate is hereby amended and restated in its entirety to read as set forth herein.


 


Section 1.              
Definitions. Capitalized terms used in this Warrant Certificate (including in the foregoing preambles and recitals)
but not otherwise defined herein have the meanings ascribed thereto in the Credit Agreement as in effect on the date hereof. The
following terms when used herein have the following meanings:


 


“Aggregate
Exercise Price” means, with respect to any exercise of this Warrant Certificate, an amount equal to the product of
(i) the number of Warrant Shares in respect of which this Warrant Certificate is then being exercised pursuant to Section 3
and the Exercise Certificate applicable thereto, multiplied by (ii) the Exercise Price.


 


“Amended
and Restated Warrant Certificate” has the meaning set forth in the third recital.


 


“Bloomberg”
has the meaning set forth within the definition of “VWAP”.


 


“Cashless
Exercise” has the meaning set forth in Section 3(b).


 


“Charter”
means the Company's Amended and Restated Certificate of Incorporation dated January 26, 2018.


 


“Common
Stock” means the Company’s shares of Common Stock, par value $0.0001 per share, which carry voting rights.


 


“Common
Stock Deemed Outstanding” means, at any given time, the sum of (i) the number of shares of Common Stock actually
outstanding at such time, plus (ii) the number of shares of Common Stock issuable upon exercise of Options actually outstanding
at such time, plus (iii) the number of shares of Common Stock issuable upon conversion or exchange of Convertible Securities actually
outstanding at such time (treating as actually outstanding any Convertible Securities issuable upon exercise of Options actually
outstanding at such time), in each case, regardless of whether the Options or Convertible Securities are actually exercisable at
such time; provided that Common Stock Deemed Outstanding at any given time shall not include shares of Common Stock owned
or held by or for the account of the Company or any or its wholly-owned Subsidiaries.


 






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“Common
Stock Distribution” means any issuance or sale by the Company of any of its shares of Common Stock, Options or Convertible
Securities, including in connection with any dividend, distribution or similar action, other than in connection with a dividend
or distribution to holders of its Common Stock of the type described in Section 4(c) below.


 


“Common
Stock Reorganization” has the meaning set forth in Section 4(a).


 


“Company”
has the meaning set forth in the second recital.


 


“Contingent
Stock Rights Agreement” means the Contingent Stock Rights Agreement by and between the Company and American Stock
Transfer & Trust Company, LLC dated as of March 9, 2020.


 


“Convertible
Securities” means any Equity Interests that, directly or indirectly, are convertible into or exchangeable for Common
Stock.


 


“Credit
Agreement” has the meaning set forth in the preamble.


 


“CSR”
has the meaning given to such term in the Contingent Stock Rights Agreement.


 


“Determination
Date” has the meaning set forth in the definition of “VWAP”.


 


“Exchange”
has the meaning set forth in the second recital.


 


“Exercise
Certificate” has the meaning set forth in Section 3(a)(i).


 


“Exercise
Date” means, for any given exercise of this Warrant Certificate, whether in whole or in part, a Business Day on which
the conditions to such exercise as set forth in Section 3 shall have been satisfied at or prior to 5:00 p.m.,
New York City time, including, without limitation, the receipt by the Company of the Exercise Certificate.


 


“Exercise
Period” means the period from (and including) the Restatement Date to (and including) 5:00 p.m., New York City
time, on the Expiration Date.


 


“Exercise
Price” means $1.1607.


 


“Expiration
Date” means July 29, 2026.


 


“Fair Market
Value” means, if the shares of Common Stock are traded on a Trading Market, (i) the VWAP of such shares of Common
Stock for such day or (ii) if there have been no sales of such shares of Common Stock on any Trading Market on any such day,
the average of the highest bid and lowest asked prices for such shares of Common Stock on all applicable Trading Markets at the
end of such day; provided that if at any time the shares of Common Stock are not listed, quoted or otherwise available for
trading on any Trading Market (so that no Trading Date shall have occurred), or if VWAP cannot be calculated for the shares of
Common Stock for such day for any other reason, the “Fair Market Value” of such shares of Common Stock
shall be the fair market value per share of such shares of Common Stock as determined jointly by the Company and the Holder; provided
further, that, in the event the Company and Holder are unable to so mutually agree, Fair Market Value shall be determined pursuant
to Section 9(a).


 






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“Foamix”
has the meaning set forth in the first recital.


 


“Holder”
has the meaning set forth in the first recital.


 


“Independent
Advisor” has the meaning set forth in Section 9(a).


 


“Initial
Holder” has the meaning set forth in the first recital.


 


“Marketable
Securities” means equity securities meeting each of the following requirements: (i) the issuer thereof is subject
to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, and is current in its filing of all required
reports and other information under the Securities Act and the Exchange Act; (ii) such equity securities are traded on a Trading
Market; and (iii) if delivered (or to be delivered) as payment or compensation to the Holder in connection with an automatic Cashless
Exercise pursuant to Section 3(c), following the closing of the related Sale of the Company, the Holder would not be
restricted from publicly re-selling all of such equity securities delivered to it, except to the extent that any such restriction
(x) arises solely under federal or state securities laws, rules or regulations, or (y) does not extend beyond six (6) months from
the closing of such Sale of the Company to the extent such restrictions may be lifted at such time under the applicable federal
or state securities laws, rules or regulations.


 


“Merger
Agreement” has the meaning set forth in the second recital.


 


“Nasdaq”
means The Nasdaq Stock Market, Inc.


 


“NYSE”
means the New York Stock Exchange.


 


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


 


“Original
Issue Date” means July 29, 2019.


 


“Original
Warrant Certificate” has the meaning set forth in the first recital.


 


“OTC Bulletin
Board” means the Financial Industry Regulatory Authority, Inc. OTC Bulletin Board.


 


“Pre-emptive
Rights” has the meaning set forth in Section 11.


 


“Registration
Statement” means, in connection with any public offering of securities, any registration statement required pursuant
to the Securities Act that covers the offer and sales of any such securities, including any prospectus, amendments or supplements
to such Registration Statement, including post-effective amendments and all exhibits and all materials incorporated by reference
in such Registration Statement.


 






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“Restatement
Date” has the meaning set forth in the table on the first page hereof.


 


“Rule 144”
means Rule 144 promulgated under the Securities Act.


 


“Sale of
the Company” means a transaction pursuant to which (i) (x) any Person or group of Persons acting jointly or otherwise
in concert (other than the Holder and any other parties to the Credit Agreement) acquires ownership, directly or indirectly, beneficially
or of record, of Equity Interests of the Borrower having more than fifty percent (50%) of the aggregate ordinary voting power,
determined on a fully diluted basis, (y) any Person or group of Persons acting jointly or otherwise in concert (other than the
Holder and any other parties to the Credit Agreement) acquires, by Contract or otherwise, the right to appoint or elect a majority
of the Board of the Company, or (z) all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole,
are sold, and (ii) all Obligations (as defined in the Credit Agreement) outstanding under the Credit Agreement are to be paid in
full in cash, whether pursuant to the terms of the transaction, pursuant to the terms of the Credit Agreement (including Section
11 thereof) or otherwise.


 


“SEC”
means the Securities and Exchange Commission or any successor thereto.


 


“Trading
Day” means, with respect to the shares of Common Stock or any other Marketable Securities, a date on which the relevant
Trading Market is open and conducting business.


 


“Trading
Market” means, with respect to the shares of Common Stock or any other Marketable Securities, the Nasdaq, the NYSE
or the OTC Bulletin Board.


 


“Unrestricted
Conditions” has the meaning set forth in Section 10(a)(ii).


 


“VWAP”
means, with respect to any shares of Common Stock, as of any day of determination (a “Determination Date”),
the volume weighted average sale price for the period of five (5) consecutive Trading Days immediately preceding such Determination
Date on the Trading Market for such shares of Common Stock as reported by, or based upon data reported by, Bloomberg Financial
Markets or an equivalent, reliable reporting service reasonably acceptable to the Holder and the Company (collectively, “Bloomberg”)
or, if the volume weighted average sale price has not been reported for such security by Bloomberg for such five (5) day period,
then the simple average of the last closing trade prices of such security for such five (5) day period, as reported by Bloomberg,
or, if no last closing trade price is reported for such security by Bloomberg, the simple average of the bid prices of any market
makers for such security that are listed in the over the counter market by the Financial Industry Regulatory Authority, Inc. or
on the OTC Bulletin Board (or any successor) or in the “pink sheets” (or any successor) by the OTC Markets Group, Inc.
over such five (5) day period; provided that if VWAP cannot be calculated for such security on such date in the manner provided
above (including because the applicable security is not listed or publicly traded), the VWAP shall be the Fair Market Value as
mutually determined by the Company and the Holder; provided further that, in the event the Company and Holder are unable
to so mutually agree, Fair Market Value shall be determined pursuant to Section 9(a).


 


“Warrant
Certificate” means this Warrant Certificate and all subsequent warrant certificates issued upon division, combination
or transfer of, or in substitution for, this Warrant Certificate.


 






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“Warrant
Register” has the meaning set forth in Section 5.


 


“Warrant
Shares” has the meaning set forth in the table on the first page hereof.


 


Section 2.              
Term of Warrants.


 


(a)              
Subject to the terms and conditions hereof, from time to time during the Exercise Period the Holder may exercise this Warrant
Certificate for all or any part of the unexercised Warrant Shares issuable upon exercise hereof.


 


Section 3.              
Exercise of Warrant Certificate.


 


(a)              
Exercise Procedure. This Warrant Certificate may be exercised from time to time on any Business Day during the Exercise
Period for all or any part of the unexercised Warrant Shares, subject to the following:


 


(i)                
delivery to the Company at its then registered office of a duly completed and executed Exercise Certificate in the form
attached hereto as Exhibit A (each, an “Exercise Certificate”), which certificate will specify
the number of Warrant Shares to be purchased in connection with such exercise and the Aggregate Exercise Price in respect thereof;
provided, that any partial exercise of this Warrant Certificate shall be for at least 50,000 Warrant Shares; and


 


(ii)             
simultaneously with the delivery of the Exercise Certificate, payment to the Company of the Aggregate Exercise Price in
accordance with Section 3(b) below.


 


(b)              
Payment of the Aggregate Exercise Price. Payment of the Aggregate Exercise Price shall be made, at the option of
the Holder as set forth in the applicable Exercise Certificate, by any of the following methods:


 


(i)                
by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of such
Aggregate Exercise Price;


 


(ii)             
by instructing the Company to withhold a number of Warrant Shares then issuable upon exercise of this Warrant Certificate
with an aggregate Fair Market Value as of the Exercise Date equal to such Aggregate Exercise Price; or


 


(iii)           
any combination of the foregoing.


 


In the event of any withholding of Warrant
Shares pursuant to Section 3(b)(ii) or (iii) (solely to the extent of such withholding, a “Cashless Exercise”)
where the number of such Warrant Shares whose value is equal to the Aggregate Exercise Price is not a whole number, the number
of shares of Warrant Shares withheld by the Company shall be rounded up to the nearest whole share and the Company shall make a
cash payment to the Holder (by delivery of a certified or official bank check or by wire transfer of immediately available funds)
based on the incremental fraction of a Warrant Share being so withheld by the Company in an amount equal to the product of (x)
such incremental fraction of a share being so withheld multiplied by (y) the Fair Market Value per Warrant Share as of the Exercise
Date.


 






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(c)              
Automatic Cashless Exercise. To the extent this Warrant Certificate has not been exercised in full by the Holder
prior to the earlier of (i) the occurrence of the Expiration Date, and (ii) the date on which a Sale of the Company is consummated
pursuant to which the sole consideration payable to the Company or its shareholders in respect of such sale transaction consists
of cash, Marketable Securities or a combination thereof, any portion of this Warrant Certificate that remains unexercised on such
date shall be deemed to have been exercised automatically pursuant to a Cashless Exercise of the type described in Section 3(b)(ii)
above, in whole (and not in part), on the Business Day immediately preceding such date; provided that, unless the Holder
otherwise notifies the Company, the automatic Cashless Exercise contemplated by this Section 3(c) shall not occur in the
event that, as of the Business Day immediately preceding any such date described above, the per share Fair Market Value of a Warrant
Share is less than the Exercise Price per Warrant Share.


 


To the extent permitted by applicable Law,
and solely for purposes of Rule 144, it is acknowledged and agreed that (i) the Warrant Shares issuable upon any exercise of this
Warrant Certificate in any Cashless Exercise transaction shall be deemed to have been acquired on the Original Issue Date and (ii)
the holding period for any such Warrant Shares issuable upon the exercise of this Warrant Certificate in any Cashless Exercise
transaction shall be deemed to have commenced on the Original Issue Date; provided that the Company makes no representation
or warranty regarding the commencement of the holding period of any such Warrant Share.


 


(d)              
Delivery of Stock Certificates. With respect to any exercise of this Warrant Certificate by the Holder, upon receipt
by the Company of an Exercise Certificate and delivery of the Aggregate Exercise Price for the Warrant Shares designated for purchase
in such Exercise Certificate, the Company shall, within five (5) Business Days, deliver in accordance with the terms hereof
to or upon the order of the Holder that number of Warrant Shares for the portion of this Warrant Certificate so exercised on such
date, together with cash in lieu of any fraction of a share to the extent the Company elects to do so pursuant to Section 3(e)
below. If such Warrant Shares are issued in certificated form, the Company shall deliver a certificate or certificates, to the
extent possible, representing the number of Warrant Shares as the Holder shall request in the Exercise Certificate. If such Warrant
Shares are issued in uncertificated form, the Company shall deliver upon request a confirmation evidencing the registration of
such shares of Common Stock. Unless otherwise provided herein, upon any exercise hereof, this Warrant Certificate shall be deemed
to have been exercised and such certificated or uncertificated Warrant Shares shall be deemed to have been issued, and the Holder
shall be deemed to have become a holder of record of such Warrant Shares as of the Exercise Date. Unless otherwise permitted by
federal or state securities laws, rules or regulations, any share certificates issued pursuant to the exercise of this Warrant
Certificate will bear a legend in substantially the form set out in Section 10(a)(i) below.


 


(e)              
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares of any Warrant Shares
shall be issued upon the exercise of this Warrant Certificate. As to any fraction of a share of any Warrant 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 Fair Market Value of one Warrant Share on
the Exercise Date or round up to the next whole share.


 






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(f)           Surrender
of this Warrant Certificate; Delivery of New Warrant Certificate. 


 


(i)              The Holder shall not be required to physically surrender this Warrant Certificate to the Company until this Warrant Certificate
has been exercised in full by the Holder, in which case, the Holder shall, at the written request of the Company, surrender this
Warrant Certificate to the Company for cancellation within three (3) Business Days after the date the final Exercise Certificate
is delivered to the Company. Partial exercises of this Warrant Certificate resulting in purchases of a portion of the total number
of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares issuable hereunder
by an amount equal to the applicable number of Warrant Shares that have been issued hereunder as a result of previous exercises
or withheld in connection with any Cashless Exercises. The Holder and the Company shall maintain records showing the number of
Warrant Shares issued hereunder, the date of such issuances and the number of Warrant Shares withheld in connection with any Cashless
Exercises. The Holder and any assignee, by acceptance of this Warrant Certificate, acknowledge and agree that, by reason of the
provisions of this Section 3(f), following the purchase of a portion of the Warrant Shares hereunder, the number of
Warrant Shares available for purchase hereunder at any given time may be fewer than the amount stated on the face hereof.


 


(ii)             Notwithstanding the foregoing, to the extent that there are unexpired and unexercised Warrant Shares remaining under the
Warrant Certificate, the Holder may request that the Company (and the Company shall), at the time of issuance of any Warrant Shares
hereunder and the surrender of this Warrant Certificate, deliver to the Holder a new Warrant Certificate evidencing the rights
of the Holder to subscribe for the unexpired and unexercised Warrant Shares called for by this Warrant Certificate. Unless otherwise
agreed upon by the Holder in its sole discretion, such new Warrant Certificate shall in all other respects be identical to this
Warrant Certificate.


 


(g)          Valid
Issuance of Warrant Certificate and Warrant Shares; Payment of Taxes. With respect to the exercise of this Warrant Certificate,
the Company hereby represents, warrants, covenants and agrees as follows:


 


(i)              This
Warrant Certificate is, and any Warrant Certificate issued in substitution for or replacement of this Warrant Certificate shall
be, upon issuance, duly authorized.


 


(ii)             All
Warrant Shares issuable upon the exercise of this Warrant Certificate (or any substitute or replacement Warrant Certificate) shall
be, upon issuance, and the Company shall take all such actions as may be necessary or appropriate in order that such Warrant Shares
are, validly issued, fully paid and non-assessable, issued without violation of any preemptive or similar rights of any shareholder
of the Company and free and clear of all Liens (other than Liens created by the Holder, or created with regard to income taxes
or other taxes payable by the Holder incurred in connection with the exercise of this Warrant Certificate or taxes in respect
of any transfer made by the Holder occurring contemporaneously therewith).


 


(iii)           The
Company shall take all such actions as may be necessary to (x) comply with Section 3(i) below and (y) ensure that
all such Warrant Shares are issued without violation by the Company of any applicable Law or any requirements of any foreign or
domestic securities exchange upon which the Common Stock may be listed at the time of such exercise.


 






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(iv)            The Company shall exclusively bear and pay all expenses in connection with, and all governmental charges, taxes, fees, levies,
withholdings and all other such payments, that may be imposed on or with respect to, the issuance of this Warrant Certificate,
and the issuance or delivery of Warrant Shares issued pursuant to or in connection with this Warrant Certificate; and the Holder
shall not be affected by such payments, and the Company shall not be eligible to any indemnification from the Holder for any such
payment.


 


(v)             The Company is a corporation duly organized and validly existing under the Laws of the State of Delaware and has the capacity
and corporate power and authority to enter into this Warrant Certificate.


 


(vi)            The
Company has taken all action required to be taken by it to authorize the execution, delivery and performance of this Warrant Certificate.


 


(vii)           This Warrant Certificate has been duly executed by the Company.


 


(viii)          The obligations of the Company under this Warrant Certificate are legal, valid and binding obligations, enforceable against
the Company in accordance with the terms hereof, except to the extent that enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.


 


(ix)            As
of the Restatement Date, the Company has complied with all obligations set forth in Section 3(i), below.


 


(h)          Conditional
Exercise. Notwithstanding any other provision hereof, if an exercise of all or any portion of this Warrant Certificate is
to be made in connection with a Sale of the Company, such exercise may, at the election of the Holder, be conditioned upon the
consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the
consummation of such transaction.


 


(i)            Reservation
of Shares. The Company shall at all times during the Exercise Period reserve and keep available out of its authorized but
unissued shares of Common Stock or, if applicable, other securities constituting Warrant Shares issuable upon exercise of this
Warrant Certificate, the maximum number of shares of Common Stock and, if applicable, other securities constituting Warrant Shares
issuable upon exercise in full of this Warrant Certificate. The Company shall not increase the par value of any Common Stock receivable
upon the exercise of this Warrant Certificate above the Exercise Price then in effect, and shall take all such actions within
its power as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon exercise hereof.


 


(j)            Rule
144 Compliance. With a view to making available to the Holder the benefits of Rule 144 and any other rule or regulation of
the SEC that may at any time permit a holder to sell securities of the Company to the public without registration or pursuant
to a Registration Statement, the Company shall:


 


(i)              use
reasonable commercial efforts to make and keep adequate public information available, as required by clause (c) of Rule 144;


 






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(ii)             use reasonable commercial efforts to file with the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act (excluding, for avoidance of doubt, any prospectus or registration statement
which the Company is under no obligation to file); and


 


(iii)            furnish,
or otherwise make available to the Holder so long as the Holder owns Warrant Shares, promptly upon request, a written statement
by the Company as to its compliance with the reporting requirements of Rule 144 and the Exchange Act, a copy of the most recent
annual or quarterly report of the Company, and such other reports and documents so filed or furnished by the Company as the Holder
may reasonably request in connection with the sale of shares of Common Stock without registration.


 


(k)           Ownership
Cap. The Company shall not knowingly effect the exercise of this Warrant Certificate, and the Initial Holder shall not have
the right to exercise this Warrant Certificate to the extent that, after giving effect to such exercise, the Initial Holder (together
with its Affiliates) would beneficially own in excess of 9.99% of the shares of Common Stock of the Company immediately after
giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock owned by
the Initial Holder and its Affiliates shall include the number of Warrant Shares issuable upon exercise of this Warrant Certificate
with respect to which the determination of such aggregate number is being made, but shall exclude shares of Common Stock that
would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant Certificate beneficially owned
by the Initial Holder and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any
other Equity Interests of the Company beneficially owned by the Initial Holder and its Affiliates (including, without limitation,
any convertible notes or convertible shares of Common Stock or warrants) subject to a limitation on conversion or exercise analogous
to the limitations contained herein. Except as set forth in the preceding sentence, for purposes of this Section 3(k), beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Warrant Certificate,
in determining the number of outstanding shares of Common Stock, the Initial Holder of this Warrant Certificate may rely on the
number of such outstanding Equity Interests as reflected in the most recent of (i) the Company’s Form 10-K, Form 10-Q or
other public filing with the SEC, as the case may be, if available, (ii) a more recent public announcement by the Company, or
(iii) any other notice by the Company or its transfer agent setting forth the number of outstanding shares of Common Stock. In
addition, upon the written request of the Initial Holder (but not more than once during any calendar quarter), the Company shall,
within three (3) Business Days, confirm to the Initial Holder the number of its outstanding shares of Common Stock. Furthermore,
upon the written request of the Company (but not more than once during any calendar quarter), the Initial Holder shall promptly
confirm to the Company its then current beneficial ownership with respect to the Company’s shares of Common Stock.


 


(l)             Except
as expressly provided herein with respect to cash payments in lieu of the issuance of fractional shares of Warrant Shares, and
without regard to any exchange of consideration in connection with an automatic Cashless Exercise pursuant to Section 3(c)
above or similar event, upon exercise of this Warrant Certificate the Holder shall not otherwise be entitled to receive cash
or any Warrant Shares that are registered under the Securities Act.


 






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Section 4.             Adjustment
to Number of Warrant Shares, Exercise Price, etc. The number of Warrant Shares issuable upon exercise of this Warrant Certificate
shall be subject to adjustment from time to time as provided in this Section 4.


 


(a)           Adjustment
to Number of Warrant Shares Upon Reorganizations, Reclassifications, etc. In the event of any changes in the outstanding number
of shares of Common Stock Deemed Outstanding by reason of redemptions, recapitalizations, reclassifications, combinations or exchanges
of shares, splits or reverse splits, separations, reorganizations, liquidations, substitutions, replacements or the like (any
of the foregoing or combination thereof, whether in connection with a transaction or otherwise, being a “Common Stock
Reorganization”), the number and class of Warrant Shares issuable upon exercise of this Warrant Certificate and
the Exercise Price shall be correspondingly adjusted to give the Holder of this Warrant Certificate, on exercise for the same
Aggregate Exercise Price, the total number, class, and kind of shares as the Holder would have owned had this Warrant Certificate
been exercised in full for all Warrant Shares available to be issued under this Warrant Certificate prior to any such event and
had the Holder continued to hold such Warrant Shares issued to the Holder in connection with such exercise until after the event
requiring adjustment. The form of this Warrant Certificate need not be changed because of any adjustment in the number of Warrant
Shares (or other Equity Interests issuable thereunder, if applicable) subject to this Warrant Certificate.


 


(b)           Adjustment to Exercise Price Upon a Common Stock Distribution. Subject to clause (iv) below, if the Company
consummates or effects any Common Stock Distribution for a price per share of Common Stock less than the Exercise Price then in
effect, then, effective upon such Common Stock Distribution, the Exercise Price shall be reduced to a price determined by multiplying
the Exercise Price then in effect by a fraction, the numerator of which shall be the sum of (A) the number of shares of Common
Stock Deemed Outstanding immediately prior to such Common Stock Distribution multiplied by the Exercise Price then in effect, plus
(B) the consideration, if any, received by the Company upon such Common Stock Distribution, and the denominator of which shall
be the product of (1) the total number of shares of Common Stock Deemed Outstanding immediately after such Common Stock Distribution
multiplied by (2) the Exercise Price then in effect.  For purposes of this Section 4(b):


 


(i)              In the event Options or Convertible Securities are included in any such Common Stock Distribution, the price per share of
Common Stock deemed to have been issued or sold as a result of the sale or issuance of such Options or Convertible Securities,
shall be equal to the price per share of Common Stock for which Common Stock is issuable upon the exercise of such Options or upon
conversion or exchange of such Convertible Securities, as the case may be (determined by dividing (x) the aggregate amount,
if any, received or receivable by the Company as consideration for the issuance, sale, distribution or grant of such Options or
Convertible Securities, plus the minimum aggregate amount of additional consideration payable to the Company, if any, upon the
exercise of all such Options or the conversion or exchange of such Convertible Securities (as the case may be), by (y) the
total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of
all such Convertible Securities).


 


(ii)             The
provisions of this Section 4(b) shall not in any event operate to increase the Exercise Price.


 






    11


     


    

 


(iii)            This
Section 4(b) shall not apply to any of the following:


 


		(A)	Any issuance, sale or other distribution of shares of Common Stock, Options or Convertible Securities
pursuant to (i) any Common Stock Reorganization, which shall instead be governed by Section 4(a) above, or (ii) any dividend
or distribution to holders of shares of Common Stock, which shall instead by governed by Section 4(c) below.



 


		(B)	The issuance of shares of Common Stock upon exercise of any Options or Convertible Securities included
in the shares of Common Stock Deemed Outstanding as of the Restatement Date.



 


		(C)	The grant or issuance of shares of Common Stock, Options or Convertible Securities to board members,
officers, employees, consultants or other service providers of the Company pursuant to any employee incentive plan, employee share
purchase plan or similar equity-based benefit plans approved by the Company’s Board; provided that the total number
of securities issued under this sub-clause for a price per share less than the Exercise Price shall not constitute more than seven
percent (7%) of the total number of shares of Common Stock Deemed Outstanding at any time.



 


		(D)	The issuance or grant of shares of Common Stock, Options or Convertible Securities in connection
with Permitted Acquisitions by the Company, or in connection with other transactions or financings with material strategic partners,
in each case approved by the Company’s Board; provided, that the total number of securities issued or granted under
this sub-clause for a price per share less than the Exercise Price shall not constitute more than seven percent (7%) of the total
number of shares of Common Stock Deemed Outstanding at any time.



 


(c)           Adjustment
to Number of Warrant Shares Upon Dividends, Distributions, etc. If the Company declares or pays a dividend or distribution
on its outstanding shares of Common Stock, whether payable in cash, Equity Interests or other property, the Holder shall be entitled
to receive, at the time such dividend or distribution is paid, without additional cost to the Holder, the total number and kind
of cash, Equity Interests or other property which the Holder would have received had the Holder owned, of record as of the date
such dividend or distribution was paid, Warrant Shares.


 


(d)           Certificate as to Adjustment.


 


(i)              As
promptly as reasonably practicable following any change or adjustment of the type described above in this Section 4, but
in any event not later than ten (10) Business Days thereafter, the Company shall furnish to the Holder a certificate of a Responsible
Officer setting forth in reasonable detail such adjustment and the facts upon which it is based and certifying the calculation
thereof.


 






    12


     


    





 


(ii)            As
promptly as reasonably practicable following the receipt by the Company of a written request by the Holder, but in any event not
later than ten (10) Business Days thereafter, the Company shall furnish to the Holder a certificate of a Responsible Officer
certifying the number of Warrant Shares or the amount, if any, of other shares of Common Stock, securities or assets then issuable
upon exercise of this Warrant Certificate.


 


(e)          
Notices. In the event that, at any time during the Exercise Period the Company shall take a record of the holders
of its outstanding Equity Interests (including Warrant Shares issuable hereunder) for the purpose of:


 


(i)             
entitling or enabling such holders to receive any dividend or other distribution, to receive any right to subscribe for
or purchase any shares of any class of its Equity Interests or any other securities, or to receive any other security;


 


(ii)             
(x) any Common Stock Reorganization, any consolidation or merger of the Company with or into another Person, or (y) a Sale
of the Company; or


 


(iii)           
the voluntary or involuntary dissolution, liquidation or winding-up bankruptcy or similar event involving the Company;


 


then, and in each such case, the Company
shall send or cause to be sent to the Holder at least ten (10) Business Days prior to the applicable record date or the applicable
expected effective date, as the case may be, for the event, a written notice specifying, as the case may be, (A) the record date
for such dividend, distribution or other right or action, and a description of such dividend, distribution or other right or action,
or (B) the effective date on which such Common Stock Reorganization, consolidation, merger, sale, dissolution, liquidation, winding-up
or bankruptcy is proposed to take place, and the date, if any is to be fixed, as of which the books of the Company shall close
or a record shall be taken with respect to which the holders of record of its Equity Interests (or such other Equity Interests
at the time issuable upon exercise of the Warrant Certificate) shall be entitled to exchange their shares of Common Stock or other
Equity Interests, for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation, winding-up or bankruptcy, and the amount per share and character of such exchange applicable to
this Warrant Certificate and the Warrant Shares. The above notwithstanding, the Company shall not be required to provide the Holder
with notice containing such information if the Company reasonably believes that it constitutes material non-public information,
unless the Holder (i) confirms to the Company in writing that it consents to receive such information, and (ii) executes a customary
market standstill or equivalent agreement pursuant to which the Holder will agree not to trade in the Company’s shares of
Common Stock or other Equity Interests while in possession of such material non-public information or until such information is
no longer material or non-public.


 


Section 5.             
Warrant Register. The Company shall keep and properly maintain at its principal executive offices a register (the “Warrant
Register”) for the registration of this Warrant Certificate and any transfers thereof. The Company may deem and treat
the Person in whose name this Warrant Certificate is registered on such register as the Holder thereof for all purposes, and the
Company shall not be affected by any notice to the contrary, except any assignment, division, combination or other transfer of
this Warrant Certificate effected in accordance with the provisions of this Warrant Certificate.


 



    13


     


    

 


Section 6.            
Transfer of Warrant Certificate. Subject to Section 10 hereof, this Warrant Certificate and all rights hereunder
are transferable, in whole or in part, by the Holder without charge to the Holder, upon surrender of this Warrant Certificate to
the Company at its then principal executive offices with a properly completed and duly executed Assignment in the form attached
hereto as Exhibit B. Upon such compliance, surrender and delivery, the Company shall execute and deliver a new Warrant
Certificate or Warrant Certificates in the name of the assignee or assignees and in the denominations specified in such instrument
of assignment, and shall issue to the assignor a new Warrant Certificate evidencing the portion of this Warrant Certificate, if
any, not so assigned, and this Warrant Certificate shall promptly be cancelled.


 


Section 7.            
The Holder Not Deemed a Shareholder; Limitations on Liability. Except as otherwise specifically provided herein (including
in Sections 4(c) and 4(e) above and Section 11 below), (i) prior to the Exercise Date, the Holder shall not
be entitled to receive dividends, nor shall anything contained in this Warrant Certificate be construed to confer upon the Holder,
as such, any of the rights of a shareholder of the Company or any right to receive dividends or subscription rights, and (ii) prior
to the registration of the Holder in the share register of the Company with respect to the Warrant Shares to which the Holder is
then entitled to receive upon the due exercise of this Warrant Certificate, the Holder shall not be entitled to vote, nor shall
anything contained in this Warrant Certificate be construed to confer upon the Holder, as such, any right to vote, give or withhold
consent to any corporate action (whether any reorganization, issue of Equity Interests, reclassification of Equity Interests, consolidation,
merger, conveyance or otherwise) or receive notice of meetings. In addition, nothing contained in this Warrant Certificate shall
be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant Certificate or
otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.
Notwithstanding this Section 7, the Company shall provide the Holder with copies of the same notices and other information
given to all shareholders of the Company generally, contemporaneously with the giving thereof to such shareholders, unless such
notice or information had been made publicly available on the SEC’s EDGAR system website.


 


Section 8.              
Replacement on Loss; Division and Combination.


 


(a)           
Replacement of Warrant Certificate on Loss. Subject to any further requirements in relation to the cancellation of
this Warrant Certificate pursuant to applicable Law, upon receipt of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant Certificate and upon delivery of an indemnity reasonably satisfactory to it (it
being understood that a written indemnification agreement or affidavit of loss of the Holder shall be a sufficient indemnity) and,
in case of mutilation, upon surrender of such Warrant Certificate for cancellation to the Company, the Company at its own expense
shall execute and deliver to the Holder, in lieu hereof, a new Warrant Certificate of like tenor and exercisable for an equivalent
number of Warrant Shares as this Warrant Certificate so lost, stolen, mutilated or destroyed; provided that, in the case
of mutilation, no indemnity shall be required if this Warrant Certificate in identifiable form is surrendered to the Company for
cancellation.


 






    14


     


    

 


(b)           
Division and Combination of Warrant Certificate. Subject to compliance with the applicable provisions of this Warrant
Certificate as to any transfer or other assignment which may be involved in such division or combination, this Warrant Certificate
may be divided or, following any such division of this Warrant Certificate, subsequently combined with other Warrant Certificates,
upon the surrender of this Warrant Certificate or Warrant Certificates to the Company at its then principal executive offices,
together with a written notice specifying the names and denominations in which new Warrant Certificates are to be issued, signed
by each applicable Holder or its agents or attorneys. Subject to compliance with the applicable provisions of this Warrant Certificate
as to any transfer or assignment which may be involved in such division or combination, the Company shall at its own expense execute
and deliver a new Warrant Certificate or Warrant Certificates in exchange for this Warrant Certificate or Warrant Certificates
so surrendered in accordance with such notice. Such new Warrant Certificate or Warrant Certificates shall be of like tenor to the
surrendered Warrant Certificate or Warrant Certificates and shall be exercisable in the aggregate for an equivalent number of Warrant
Shares as this Warrant Certificate or Warrant Certificates so surrendered in accordance with such notice.


 


Section 9.              
Disputes; No Impairment, etc. The parties hereto agree as follows:


 


(a)           
Disputes. In the event of any dispute which arises between the Holder and the Company (including the Board of the
Company) with respect to the calculation or determination of Fair Market Value, VWAP, the adjusted Exercise Price, the number or
amount of Warrant Shares, other Equity Interests, cash or other property issuable upon exercise of this Warrant Certificate, the
number, amount or type of consideration due to the Holder in connection with any event, transaction or other matter described in
Section 4 above or any other matter involving this Warrant Certificate or the Warrant Shares that is not resolved by the
parties after good faith discussions and efforts to reach resolution, upon the request of the Holder the disputed issue(s) shall
be submitted to a firm of independent investment bankers or public accountants of recognized national standing, which (i) shall
be chosen by the Company and be reasonably satisfactory to the Holder and (ii) shall be completely independent of the Company (an
 “Independent Advisor”), for determination, and such determination by the Independent Advisor shall be
binding upon the Company and the Holder with respect to this Warrant Certificate or any Warrant Shares issued in connection herewith
or the matter in dispute, as the case may be, absent manifest error. Costs and expenses of the Independent Advisor shall be shared
50/50 by the Company and the Holder.


 


(b)           
Equitable Equivalent. In case any event shall occur as to which the provisions of Section 4 above are not
strictly applicable but the failure to make any adjustment would not, in the reasonable, good faith opinion of the Holder, fairly
protect the rights and benefits of the Holder represented by this Warrant Certificate in accordance with the essential intent and
principles of Section 4, then, in any such case, at the request of the Holder, the Company shall submit the matter and issues
raised by the Holder to an Independent Advisor, which shall give its opinion upon the adjustment, if any, on a basis consistent
with the essential intent and principles established in Section 4, to the extent necessary to preserve, without dilution,
the rights and benefits represented by this Warrant Certificate. Upon receipt of such opinion, the Company will promptly mail a
copy thereof to the Holder and shall make the adjustments described therein, if any. Costs and expenses of the Independent Advisor
shall be shared 50/50 by the Company and the Holder.


 






    15


     


    

 


(c)            
No Avoidance. The Company shall not, by way of amendment of any of its Charter or other Organic Documents, any challenge
to the validity or enforceability of the Merger Agreement or Contingent Stock Rights Agreement or through any consolidation, merger,
reorganization, transfer of assets, 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 Certificate, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the
rights of the Holder against impairment as if the Holder was a shareholder of the Company entitled to the benefit of fiduciary
duties afforded to shareholders under Delaware law.


 


Section 10.          
Compliance with the Securities Act.


 


(a)           
Agreement to Comply with the Securities Act, etc.


 


(i)             
Legend. The Holder, by acceptance of this Warrant Certificate, agrees to comply in all respects with the provisions
of this Section 10 and the restrictive legend requirements set forth on the face of this Warrant Certificate and further
agrees that it shall not offer, sell or otherwise dispose of this Warrant Certificate or any Warrant Shares except under circumstances
that will not result in a violation of the Securities Act. Subject to clause (ii) below, this Warrant Certificate and
all Warrant Shares (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the
following form:


 


“THIS WARRANT Certificate
AND ANY SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT Certificate HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR
FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS
(I) A REGISTRATION STATEMENT COVERING THE OFFER AND SALE OF SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE
STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT
AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IN EACH CASE, IF THE COMPANY REQUESTS, AN OPINION
SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.”


 


(ii)            
Removal of Restrictive Legends. Neither this Warrant Certificate nor any certificates evidencing Warrant Shares issuable
or deliverable under or in connection with this Warrant Certificate shall contain any legend restricting the transfer thereof (including
the legend set forth above in clause (i)) in any of the following circumstances: (A) following any sale of this Warrant
Certificate or any Warrant Shares issued or delivered to the Holder pursuant to Rule 144, (B) if this Warrant Certificate
or Warrant Shares are eligible for sale under clause (b)(1) of Rule 144, or (C) if such legend is not required under applicable
requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC) (collectively,
the “Unrestricted Conditions”). If the Unrestricted Conditions are met at the time of issuance of this
Warrant Certificate or Warrant Shares, as the case may be, to the reasonable satisfaction of Company’s counsel, the Warrant
Certificate or Warrant Shares, as the case may be, shall be issued free of all legends.


 






    16


     


    

 


(iii)           
Replacement Warrant Certificate. The Company agrees that at such time as the Unrestricted Conditions have been satisfied
it shall promptly (but in any event within ten (10) Business Days) following written request from the Holder issue a replacement
Warrant Certificate or replacement certificates evidencing Warrant Shares free of all restrictive legends.


 


(iv)            
Sale of Unlegended Shares of Common Stock. The Holder agrees that the removal of the restrictive legend from this
Warrant Certificate and any certificates representing securities as set forth in Section 10(a)(ii) above is predicated
upon the Company’s reliance that the Holder will sell this Warrant Certificate or any such securities pursuant to either
an effective Registration Statement or otherwise pursuant to the requirements of the Securities Act, including any applicable prospectus
delivery requirements, or an exemption therefrom, and that if such securities are sold pursuant to a Registration Statement, they
will be sold in compliance with the plan of distribution set forth therein.


 


(b)          
Representations of the Holder. In connection with the issuance of this Warrant Certificate, the Holder represents,
as of the Restatement Date, to the Company by acceptance of this Warrant Certificate as follows:


 


(i)              
The Holder is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities
Act. The Holder is acquiring this Warrant Certificate and the Warrant Shares to be issued upon exercise hereof for investment for
its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant
Certificate or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act.


 


(ii)            
The Holder understands and acknowledges that this Warrant Certificate and the Warrant Shares to be issued upon exercise
hereof are “restricted securities” under the Securities Act inasmuch as they are being acquired from the Company in
a transaction not involving a public offering and that, under such Laws and applicable regulations, such securities may be resold
without registration under the Securities Act only in certain limited circumstances. In addition, the Holder represents that it
is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities
Act.


 


(iii)           
The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period and
has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the
investment in this Warrant Certificate and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers
from the Company regarding the terms and conditions of the offering of this Warrant Certificate and the business, properties, prospects
and financial condition of the Company.


 






    17


     


    




 


Section 11.          
Pre-Emptive Rights. In addition to any adjustments pursuant to Section 4 above, if at any time the Company grants,
issues, offers or sells (i) any shares of Common Stock or (ii)  any Options or Convertible Securities, in each case pro rata
to the record holders of shares of Common Stock (the “Pre-emptive Rights”), then the Holder shall be
entitled to (but shall not be obligated to) acquire, upon the same terms applicable to such Pre-emptive Rights, the aggregate Pre-emptive
Rights which the Holder would have acquired if the Holder had held the number of Warrant Shares acquirable upon complete exercise
of this Warrant Certificate immediately before the date on which a record is taken for the grant, issuance or sale of such Pre-emptive
Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined
for the grant, issue or sale of such Pre-emptive Rights.


 


Section 12.          
Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing
and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by
the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by e-mail of a PDF
document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day
if sent after normal business hours of the recipient, in each case provided that sender did not receive an automated failed delivery
notification; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage
prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address
for a party as shall be specified in a notice given in accordance with this Section 12).


 


	If to the Company:	Menlo Therapeutics Inc.
	 	520 U.S. Highway 22
	 	Suite 204
	 	Bridgewater, NJ 08807
	 	Attn:   General Counsel
	 	Tel.:    908-458-9213
	 	Email: mutya.harsch@foamix.com




 


with copies to (which shall not qualify as notice
to any party hereto):


 


	 	Cooley LLP
	 	55 Hudson Yards
	 	New York, NY 10001-2157
	 	Attention: Patrick J. Flanagan
	 	Fax:        (212) 479-6275
	 	Email: pflanagan@cooley.com




 


	 	Skadden, Arps, Slate, Meagher & Flom LLP
	 	One Manhattan West
	 	New York City, NY, 10001
	 	Attn:   Marie L. Gibson
	 	Email: marie.gibson@skadden.com




 


	If to the Holder:	 
	 	OrbiMed Royalty & Credit Opportunities III, LP
	 	c/o OrbiMed Advisors LLC
	 	601 Lexington Avenue, 54th Floor
	 	New York, NY 10022
	 	Attention: Matthew Rizzo; OrbiMed Credit Report
	 	E-mail: rizzom@orbimed.com; ROSCreditops@orbimed.com




 



    18


     


    

 


with a copy to (which shall not qualify as notice
to any party hereto):


 


	 	Morrison & Foerster LLP
	 	250 West 55th Street
	 	New York, NY 10019
	 	Attention: Mark Wojciechowski, Esq.
	 	Facsimile: (212) 468-7900
	 	E-mail: mwojciechowski@mofo.com




 


Section 13.          
Cumulative Remedies. Except to the extent expressly provided in Section 6 to the contrary, the rights and remedies
provided in this Warrant Certificate are cumulative and are not exclusive of, and are in addition to and not in substitution for,
any other rights or remedies available at Law, in equity or otherwise.


 


Section 14.          
Entire Agreement. This Warrant Certificate constitutes the sole and entire agreement of the parties to this Warrant
Certificate with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings and
agreements, both written and oral, with respect to such subject matter.


 


Section 15.          
Successor and Assigns. This Warrant Certificate and the rights evidenced hereby shall be binding upon and shall inure
to the benefit of the parties hereto and the successors of the Company and the successors and permitted assigns of the Holder.
Such successor or permitted assign of the Holder shall be deemed to be the “Holder” for all purposes hereunder.


 


Section 16.          
No Third-Party Beneficiaries. This Warrant Certificate is for the sole benefit of the Company and the Holder and their
respective successors and, in the case of the Holder, permitted assigns, and nothing herein, express or implied, is intended to
or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason
of this Warrant Certificate.


 


Section 17.          
Headings. The headings in this Warrant Certificate are for reference only and shall not affect the interpretation of
this Warrant Certificate.


 






    19


     


    





 


Section 18.        
Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant Certificate may only be amended,
modified or supplemented by an agreement in writing signed by each party hereto. No waiver by the Company or the Holder of any
of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver
by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by
such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure
to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Warrant Certificate shall operate
or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.


 


Section 19.          
Severability. If any term or provision of this Warrant Certificate is invalid, illegal or unenforceable in any jurisdiction,
such invalidity, illegality or unenforceability shall not affect any other term or provision of this Warrant Certificate or invalidate
or render unenforceable such term or provision in any other jurisdiction.


 


Section 20.         
Governing Law. This Warrant Certificate shall be governed by and construed in accordance with the internal Laws of the
State of New York without effect to any choice or conflict of Law provision or rule (whether of the State of New York or any other
jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of New York.


 


Section 21.        
Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or based on this Warrant Certificate
or the transactions contemplated hereby may be instituted in the federal courts of the United States or the courts of the State
of New York, in each case located in the city and county of New York. Each party irrevocably submits to the exclusive jurisdiction
of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by certified or registered
mail to such party’s address set forth in Section 12 shall be effective service of process for any suit, action or
other proceeding, and the parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action
or other proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit,
action or proceeding has been brought in an inconvenient forum.


 


Section 22.         
Counterparts. This Warrant Certificate may be executed in counterparts, each of which shall be deemed an original, but
all of which together shall be deemed to be one and the same agreement. A signed copy of this Warrant Certificate delivered by
facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original
signed copy of this Warrant Certificate. The words “executed”, execution,” “signed,” “signature,”
 “delivery,” and words of like import in or relating to any document to be signed in connection with this Warrant
Certificate and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping
of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed
signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable law, the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that, in
respect of documents to be signed by entities established within the European Union, the Electronic Signature qualifies as a “qualified
electronic signature” within the meaning of the Regulation (EU) n°910/2014 of the European parliament and of the Council
of 23 July 2014 on electronic identification and trust services for electronic transaction in the internal market as amended from
time to time and provided that nothing herein shall require the Holder to accept Electronic Signatures in any form or format without
its prior written consent. For purposes of this Section 22, “Electronic Signature” means any electronic symbol
or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate
or accept such contract or record.


 



    20


     


    




 


Section 23.        
No Strict Construction. This Warrant Certificate shall be construed without regard to any presumption or rule requiring
construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.


 


[SIGNATURE PAGE FOLLOWS]


 









    21


     


    

 


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


 


		MENLO THERAPEUTICS INC.



 





	 	By:	/s/ David Domzalski
	 	 	Name: David Domzalski
	 	 	Title: Chief Executive Officer
	 


 


	 	By: 	/s/ Andrew Saik
	 	 	Name: Andrew Saik
	 	 	Title: Chief Financial Officer and Treasurer


 





[Signature Page to Warrant Certificate]


 



    	 	 	 



     


    

 







Accepted and agreed,


 


ORBIMED ROYALTY & CREDIT OPPORTUNITIES III, LP


 


By: ORBIMED ROF III LLC, its general partner


By: OrbiMed Advisors LLC, its managing member


 





	By: 	/s/ W. Carter Neild	 
	 	Name: W. Carter Neild	 
	 	Title: Member	 




 





[Signature Page to Warrant Certificate]


 









    	 	 	 



     


    




 


Exhibit A

to Warrant Certificate


 


FORM OF EXERCISE CERTIFICATE


 


(To be signed only upon exercise of Warrant
Certificate and the Warrants)


 


	To:	Menlo Therapeutics Inc.



520 U.S. Highway
22


Suite 204


Bridgewater,
NJ 08807


Attention:
General Counsel


 


 


Reference is made to
that certain Second Amended and Restated Warrant Certificate, issued on April 22, 2020 (as subsequently amended or otherwise modified
from time to time, the “Warrant Certificate”), by Menlo Therapeutics Inc., a copy of which is attached
to this Exercise Certificate. Unless otherwise defined, capitalized terms used herein have the meanings ascribed thereto in the
Warrant Certificate.


 


The undersigned, as
holder of a right to purchase Warrant Shares pursuant to the terms of the Warrant Certificate, hereby irrevocably elects to exercise
the purchase right represented by such Warrant Certificate for, and to purchase thereunder, [________ (_____)] Warrant Shares and
herewith elects to make payment of the Aggregate Exercise Price for such Warrant Shares by the following method:


 


The undersigned
hereby elects to make payment of the Aggregate Exercise Price of [                                     
Dollars ($                )] for (           
) Warrant Shares using the method described in Section 3(b)(i).


 


The undersigned
hereby elects to make payment of the Aggregate Exercise Price of [                                     
Dollars ($                )] for (           
) Warrant Shares using the method described in Section 3(b)(ii).


 


The undersigned
hereby elects to make payment of the Aggregate Exercise Price of [               
Dollars ($              )] for (           
) Warrant Shares using the method described in Section 3(b)(iii).


 


Unless otherwise defined
herein, capitalized terms have the meanings provided in the Warrant Certificate.


 





Exhibit A-1


 








    	 	 	 



     


    




 


		DATED:	 	 



 


		[HOLDER]



 





	 	By	
	 	 	Name:
	 	 	Title:







 









    	 	 25	 



     


    

 


Exhibit B

to Warrant Certificate


 


FORM OF ASSIGNMENT


 


[DATE OF ASSIGNMENT]


 


Reference is made to
that certain Second Amended and Restated Warrant Certificate, issued on April 22, 2020 (as subsequently amended or otherwise modified
from time to time, the “Warrant Certificate”), by Menlo Therapeutics Inc. to the undersigned (herein
referred to as the “Holder”). A copy of Warrant Certificate is attached to this Assignment. Unless otherwise
defined, capitalized terms used herein have the meanings ascribed thereto in the Warrant Certificate.


 


FOR VALUE RECEIVED,
the Holder hereby sells, assigns and transfers to [NAME OF ASSIGNEE] (the “Assignee”) the right to acquire
[all Warrant Shares entitled to be purchased upon exercise of the Warrant Certificate] [_____ of the Warrant Shares entitled to
be purchased upon exercise of the Warrant Certificate]. In furtherance of the foregoing assignment, the Holder hereby irrevocably
instructs the Company to (i) memorialize such assignment on the Warrant Register as required pursuant to Section 5
of the Warrant Certificate, and (ii) pursuant to Section 6 of the Warrant Certificate, execute and deliver to the Assignee
[and the Holder] [a new Warrant Certificate] [new Warrant Certificates] reflecting the foregoing assignment ([each] a “Substitute
Warrant Certificate”).


 


The Assignee acknowledges
and agrees that its Substitute Warrant Certificate and the Warrant Shares to be issued upon exercise thereof are being acquired
for investment and that the Assignee will not offer, sell or otherwise dispose of its Substitute Warrant Certificate or any Warrant
Shares except under circumstances which will not result in a violation of the Securities Act or any applicable state securities
laws. The Assignee represents and warrants for the benefit of the Company that the Assignee is an “accredited investor”
within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.


 


To the extent required
pursuant to Section 10(a) of the Warrant Certificate, the Assignee acknowledges and agrees that a restrictive legend shall
be applied to the Assignee’s Substitute Warrant Certificate and the Warrant Shares issuable upon exercise of the Substitute
Warrant Certificate, substantially consistent with the legend set forth in Section 10(a)(i) of the Warrant Certificate.


 


[SIGNATURE PAGE FOLLOWS]





 


Exhibit B-1


 











    	 	 	 



     


    




 


IN WITNESS WHEREOF, the parties hereto agree
as set forth above as of the date first written above.


 


[HOLDER]


 


 


By _______________________________________


Name:


Title:


 


Accepted and agreed,


 


[NAME OF ASSIGNEE]


 


 


By _______________________________________


Name:


Title:


 





Exhibit B-2