Exhibit 4.1


 


EXHIBIT A


 


IVERIC
bio, Inc.


 


FORM OF WARRANT TO PURCHASE COMMON STOCK


 


Number of Shares: [            ]


(subject to adjustment)


	Warrant No. [   ]	 	Original Issue Date: December [   ], 2019




 


IVERIC bio, Inc., a Delaware corporation (the “Company”),
hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ] or
its registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the
Company up to a total of [ ] shares of common stock, $0.001 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 $0.001 per share (as adjusted from time to time as provided in Section 9 herein, the “Exercise
Price”) upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued
in exchange, transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after the
date hereof (the “Original Issue Date”) and through and including the date this Warrant is exercised in full
(the “Expiration Date”), subject to the following terms and conditions:


 


1.             Definitions.
For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)    “Affiliate”
means any Person directly or indirectly controlled by, controlling or under common control with, a Holder, as such terms are used
in and construed under Rule 405 under the Securities Act, but only for so long as such control shall continue.


 


(b)   “Commission”
means the United States Securities and Exchange Commission.


 


(c)    “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 L.P., 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 L.P., or if the security is not listed for trading on a national securities exchange or other trading
market on the relevant date, the last quoted bid price for the security in the over-the-counter market on the relevant date as
reported by OTC Markets Group Inc. (or a similar organization or agency succeeding to its functions of reporting prices). 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.


 






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(d)    “Marketable
Securities” means securities meeting all of the following requirements: (i) the issuer thereof is then subject to the
reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and is then current in its filing of all required reports and other information under the Securities Act and the
Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by Holder in connection
with the Fundamental Transaction (as defined below) were Holder to exercise this Warrant on or prior to the closing thereof is
then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market,
and (iii) following the closing of such Fundamental Transaction, the Holder would not be restricted from publicly re-selling all
of the issuer’s shares and/or other securities that would be received by the Holder in such Fundamental Transaction were
the Holder to exercise or convert this Warrant in full on or prior to the closing of such Fundamental Transaction.


 


(e)    “Principal
Trading Market” means the national securities exchange or other trading market on which the Common Stock is primarily
listed on and quoted for trading, which, as of the Original Issue Date, shall be the Nasdaq Global Select Market.


 


(f)     “Registration
Statement” means the Company’s Registration Statement on Form S-3 (File No. 333- 226497), that became effective
on August 15, 2018.


 


(g)    “Securities
Act” means the Securities Act of 1933, as amended.


 


(h)    “Trading
Day” means any weekday on which the Principal Trading Market is open for trading. If the Common Stock is not listed or
admitted for trading, “Trading Day” means any day except any Saturday, any Sunday, any day which is a federal legal
holiday in the United States or any day on which banking institutions in New York City are authorized or required by law or other
governmental action to close.


 


(i)     “Transfer
Agent” means Computershare Trust Company, N.A., the Company’s transfer agent and registrar for the Common Stock,
and any successor appointed in such capacity.


 


2.             Issuance of Securities;
Registration of Warrants. The Warrant, as initially issued by the Company, is offered and sold pursuant to the Registration
Statement. As of the Original Issue Date, the Warrant Shares are offered under the Registration Statement. Accordingly, the Warrant
and, assuming an exchange meeting the requirements of Section 3(a)(9) of the Exchange Act as in effect on the Original Issue Date,
the Warrant Shares, are not “restricted securities” under Rule 144 promulgated under the Securities Act. The Company
shall register ownership of 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 include the initial Holder or, as the case may be, any assignee
to which this Warrant is 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 compliance with all applicable securities laws, the Company shall, or will cause its Transfer Agent
to, register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, and payment
for all applicable transfer taxes (if any). 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, or will cause its Transfer Agent to, prepare, issue and deliver at the Company’s own expense any New Warrant
under this Section 3. Until due presentment for registration of transfer, the Company may treat the registered Holder hereof as
the owner and holder for all purposes, and the Company shall not be affected by any notice to the contrary.


 






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4.             Exercise and
Duration of Warrants.


 


(a)    All
or any part of this Warrant shall be exercisable by the registered Holder in the manner set forth in Section 10 at any time and
from time to time on or after the Original Issue Date and through and including the Expiration Date.


 


(b)   The
Holder may exercise this Warrant by delivering to the Company an exercise notice, in the form attached as Schedule 1 hereto (the
“Exercise Notice”), completed and duly signed. The date on which such exercise notice is delivered to the Company
(as determined in accordance with the notice provisions hereof) is an “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. The Holder and any assignee, by acceptance of this Warrant, acknowledge and
agree that, by reason of the provisions of this paragraph, 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 less than the amount stated on the face
hereof.


 


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),
upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant
to such exercise to the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”)
through its Deposit Withdrawal Agent Commission system, or if the Transfer Agent is not participating in the Fast Automated Securities
Transfer Program (the “FAST Program”) or if the certificates are required to bear a legend regarding restriction
on transferability, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate,
registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common
Stock to which the Holder is entitled pursuant to such exercise. The Holder, or any natural person or legal entity (each, a “Person”)
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, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date
of delivery of the certificates evidencing such Warrant Shares, as the case may be.


 






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(b)   If by the close of the third (3rd)
Trading Day after the Exercise Date, the Company fails to deliver to the Holder a certificate representing the required number
of Warrant Shares in the manner required pursuant to Section 5(a) or fails to credit the Holder’s DTC account
for such number of Warrant Shares to which the Holder is entitled, and if after such third (3rd) Trading Day 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 after the Holder’s request promptly honor its obligation to deliver
to the Holder a certificate or certificates representing such Warrant Shares 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 less the product of (A) the number of shares of Common Stock purchased in the Buy-In, times (B) the
Closing Sale Price of a share of Common Stock on the Exercise Date.


 


(c)    To
the extent permitted by law and subject to Section 5(b), the Company’s obligations to issue and deliver Warrant Shares in
accordance with and subject to the terms hereof (including the limitations set forth in Section 11 below) 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. Subject to Section 5(b),
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 shares of Common Stock upon exercise of the Warrant as required pursuant to the terms
hereof.


 


6.             Charges, Taxes
and Expenses. Issuance and delivery of certificates for shares of Common Stock 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 (excluding any
applicable stamp duties) in respect of the issuance of such certificates, 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 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.


 






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8.             Reservation of
Warrant Shares. The Company covenants that it will, at all times while this Warrant is outstanding, 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 non-assessable. 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. The Company further covenants that it will not, without the prior written consent of the Holder,
take any actions to increase the par value of the Common Stock at any time while this Warrant is outstanding.


 


9.             Certain Adjustments.
The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant (the “Number of Warrant Shares”)
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 that is payable in shares of Common Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of
shares of Common Stock, (iii) combines its outstanding shares of Common Stock into a smaller number of shares of Common Stock or
(iv) issues by reclassification of shares of capital stock any additional shares of Common Stock of the Company, then in each such
case the Number of Warrant Shares shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common
Stock outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock outstanding
immediately before 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, provided, however,
that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Number of Warrant
Shares shall be recomputed accordingly as of the close of business on such record date and thereafter the Number of Warrant Shares
shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause
(ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination.


 


(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), (iii) rights or warrants to subscribe for or purchase any security (including Common Stock), or (iv)
cash or any other asset (in each case, a “Distribution”), other than a reclassification as to which Section
9(c) applies, then in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that
the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete
exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the ownership limitation
set forth in Section 11(a) hereof) immediately before the date of which a record is taken for such Distribution, or, if no such
record is taken, the date as of which the record holders of Common Stock are to be determined for the participation in such Distribution;
provided, however, to the extent that the Holder’s right to participate in any such Distribution would result
in the Holder exceeding the ownership limitation set forth in Section 11(a) hereof, then the Holder shall not be entitled to participate
in such Distribution to such extent (or in the beneficial ownership of any Common Stock as a result of such Distribution to such
extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever,
as the delivery to such Holder of such portion would not result in the Holder exceeding the ownership limitation set forth in Section
11(a) hereof.


 






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(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 surviving entity, (ii) the Company effects any sale to another
Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to any
tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing
more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts
such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person
acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction in which the
stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting power
of such Person immediately after the transaction) or (v) 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 following such Fundamental Transaction the Holder shall have the right to
receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property 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 (in the case of clause (iii) above, assuming it had tendered, and the offeror had accepted,
such Warrant Shares) (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction
in which the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i)
the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this
Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company,
surviving entity or other Person (including any purchaser of assets of the Company) 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. Notwithstanding the foregoing, in the event of a Fundamental Transaction where the
consideration payable to holders of Common Stock consists solely of cash, solely of Marketable Securities or a combination of cash
and Marketable Securities, then this Warrant shall automatically be deemed to be exercised in full in a “cashless exercise”
pursuant to Section 10 below effective immediately prior to and contingent upon the consummation of such Fundamental Transaction.


 






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(d)    Exercise
Price. Simultaneously with any adjustment to the Number of Warrant Shares pursuant to Section 9 the Exercise Price 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.
Notwithstanding the foregoing, in no event may the Exercise Price be adjusted below the par value of the Common Stock then in effect.


 


(e)    Calculations.
All calculations under this Section 9 shall be made to the nearest one-hundredth of one cent or the nearest whole 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) 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. In addition, if while this Warrant is outstanding,
the Company authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental
Transaction contemplated by Section 9(c), other than a Fundamental Transaction under clause (iii) of Section 9(c), 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 Fundamental Transaction at least ten (10) days prior to the date such Fundamental Transaction is
consummated.


 






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10.       Cashless Exercise.
Notwithstanding anything contained herein to the contrary, this Warrant may only be exercised through a “cashless exercise.”
Upon exercise, the Company shall issue to the Holder the number of Warrant Shares in an exchange of securities effected pursuant
to Section 3(a)(9) of the Securities Act as 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 then being exercised;


 


“A” equals the Closing Sale
Price per share of Common Stock as of the Trading Day on the date immediately preceding the Exercise Date; and


 


“B” equals the Exercise Price
per Warrant Share then in effect on the Exercise Date.


 


For purposes of Rule 144 promulgated under the Securities Act,
it is intended, understood and acknowledged that the Warrant Shares issued in such 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 (provided that the Commission continues to take the position that such treatment
is proper at the time of such exercise).


 


In no event will the exercise of this Warrant be settled in
cash.


 


11.           Limitations
on Exercise.


 


(a)    Notwithstanding
anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant, and the Holder shall not
be entitled to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving
effect or immediately prior to such exercise, would cause (i) the aggregate number of shares of Common Stock beneficially owned
by the Holder, its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s
for purposes of Section 13(d) of the Exchange Act to exceed 9.99% (the “Maximum Percentage”) of the total number
of issued and outstanding shares of Common Stock of the Company following such exercise, or (ii) the combined voting power of the
securities of the Company beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership
of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act to exceed 9.99% of
the combined voting power of all of the securities of the Company then outstanding following such exercise. For purposes of this
Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares
of Common Stock as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, filed with the
Commission prior to the date hereof, (y) a more recent public announcement by the Company or (z) any other notice by the Company
or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the
Company shall within three (3) Trading Days confirm in writing or by electronic mail to the Holder the number of shares of Common
Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to
the conversion or exercise of securities of the Company, including this Warrant, by the Holder since the date as of which such
number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase
or decrease the Maximum Percentage to any other percentage specified not in excess of 19.99%
specified in such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such
notice is delivered to the Company. For purposes of this Section 11(a), the aggregate number of shares of Common Stock or voting
securities beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock
would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act shall include the shares of Common
Stock issuable upon the exercise of this Warrant with respect to which such determination is being made, but shall exclude the
number of shares of Common Stock which would be issuable upon (x) exercise of the remaining unexercised and non-cancelled portion
of this Warrant by the Holder and (y) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any
other securities of the Company that do not have voting power (including without limitation any securities of the Company which
would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right,
option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles
the holder thereof to receive, Common Stock), is subject to a limitation on conversion or exercise analogous to the limitation
contained herein and is beneficially owned by the Holder or any of its Affiliates and other Persons whose beneficial ownership
of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act.


 






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(b)    This
Section 11 shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine
the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated
in Section 9(c) of this Warrant.


 


12.           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.


 


13.           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 confirmed e-mail 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 confirmed e-mail 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 addresses and e-mail addresses for such communications shall be:


 


If to the Company:


 


IVERIC bio, Inc.


One Penn Plaza


35th Floor


New York, New York 10119


Attention: General Counsel


Telephone: (212) 845-8241


Email: todd.anderman@ivericbio.com


 


If to the Holder, to its address
or e-mail address set forth herein or on the books and records of the Company.


 






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Or, in each of the above instances, to such other address or
e-mail address as the recipient party has specified by written notice given to each other party at least five (5) days prior to
the effectiveness of such change.


 


14.           Warrant Agent.
The Company shall initially serve as warrant agent under this Warrant. Upon ten (10) 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 or 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.


 


15.           Miscellaneous.


 


(a)    No
Rights as a Stockholder. 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)    Authorized
Shares. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without
limitation, amending its certificate or articles 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 (i) 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, (ii) take all such action
as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Warrant
Shares upon the exercise of this Warrant, and (iii) 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.


 


(c)    Successors
and Assigns. Subject to 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. This Warrant may be amended
only in writing signed by the Company and the Holder, or their successors and assigns.


 






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(d)    Amendment
and Waiver. Except as otherwise provided herein, this Warrant may be modified or amended or the provisions hereof waived with
the written consent of the Company and the Holder.


 


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


 


(f)     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. 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 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.


 


(g)    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.


 


(h)    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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    	 	A-12	 



     


    

 


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


 





	 	IVERIC bio, Inc. 
	 	 	 
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:




 



    	 	A-13	 



     


    

 



 


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 IVERIC bio, 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)       Pursuant to this
Exercise Notice, the Company shall deliver to the Holder Warrant Shares determined in accordance with the terms of the Warrant.
The Warrant Shares shall be delivered to the following DWAC Account Number:


 


___________________________________


 


(4)       By its delivery
of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced
hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 11(a) of the Warrant to which
this notice relates.


 


	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)


 






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