Exhibit 10.2


 


[FORM OF SERIES I WARRANT]


 


THE
NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF
PURSUANT TO SECTION 1(a) OF THIS SERIES I WARRANT.


 


Trovagene, Inc.


 


Series I Warrant To Purchase
Common Stock


 


Series I Warrant No.:


 


Date of Issuance: March 30, 2020 (“Issuance
Date”)


 


Trovagene, Inc., a
Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Lincoln Park Capital Fund, LLC, the registered holder hereof or its permitted
assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at
the Exercise Price (as defined below) then in effect, upon exercise of this Series I Warrant to Purchase Common Stock (including
any warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Series I Warrant”),
at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined
below), 131,967 (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below)
(the “Series I Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Series I Warrant
shall have the meanings set forth in Section 17. This Series I Warrant is the Series I Warrant to Purchase Common Stock issued
pursuant to (i) Section 1 of that certain Securities Purchase Agreement, dated as of March 30, 2020 (the “Subscription
Date”), by and between the Company and Lincoln Park Capital Fund, LLC, as amended from time to time (the “Securities
Purchase Agreement”) and (ii) the Company’s Registration Statement on Form S-3 (File number 333- 232321) (the “Registration
Statement”).


 






     


     


    

 


1.                 
EXERCISE OF WARRANT.


 


(a)               Mechanics
of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in
Section 1(f)), this Series I Warrant may be exercised by the Holder on any day on or after the Issuance Date (an
 “Exercise Date”), in whole or in part, by delivery (whether via facsimile or otherwise) of a written
notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the
Holder’s election to exercise this Series I Warrant. Within one (1) Trading Day following an exercise of this Series I
Warrant as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on
the date of such exercise multiplied by the number of Series I Warrant Shares as to which this Series I Warrant was so
exercised (the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds if
the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as
defined in Section 1(d)). The Holder shall not be required to deliver the original of this Series I Warrant in order to
effect an exercise hereunder. Execution and delivery of an Exercise Notice with respect to less than all of the Series I
Warrant Shares shall have the same effect as cancellation of the original of this Series I Warrant and issuance of a new
Series I Warrant evidencing the right to purchase the remaining number of Series I Warrant Shares. Execution and delivery of
an Exercise Notice for all of the then-remaining Series I Warrant Shares shall have the same effect as cancellation of the
original of this Series I Warrant after delivery of the Series I Warrant Shares in accordance with the terms hereof. On or
before the first (1st) Trading Day following the date on which the Company has received an Exercise Notice, the
Company shall transmit by facsimile or electronic mail an acknowledgment of confirmation of receipt of such Exercise Notice,
in the form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent (the
 “Transfer Agent”), which confirmation shall constitute an instruction to the Transfer Agent to process
such Exercise Notice in accordance with the terms herein. On or before the second (2nd) Trading Day following the
date on which the Company has received such Exercise Notice (or such earlier date as required pursuant to the 1934 Act or
other applicable law, rule or regulation for the settlement of a trade of such Series I Warrant Shares initiated on the
applicable Exercise Date), the Company shall (i) provided that the Transfer Agent is participating in The Depository Trust
Company (“DTC”) Fast Automated Securities Transfer Program, 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 DTC through its Deposit/Withdrawal at Custodian system, or (ii) if the Transfer
Agent is not participating in the DTC Fast Automated Securities Transfer Program, upon the request of the Holder, issue and
deliver (via reputable overnight courier) to the address as specified in the Exercise Notice, a certificate, registered in
the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled
pursuant to such exercise. Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have
become the holder of record of the Series I Warrant Shares with respect to which this Series I Warrant has been exercised,
irrespective of the date such Series I Warrant Shares are credited to the Holder’s DTC account or the date of delivery
of the certificates evidencing such Series I Warrant Shares (as the case may be). If this Series I Warrant is submitted in
connection with any exercise pursuant to this Section 1(a) and the number of Series I Warrant Shares represented by this
Series I Warrant submitted for exercise is greater than the number of Series I Warrant Shares being acquired upon an exercise
and upon surrender of this Series I Warrant to the Company by the Holder, then, at the request of the Holder, the Company
shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at its own expense,
issue and deliver to the Holder (or its designee) a new Series I Warrant (in accordance with Section 7(d)) representing
the right to purchase the number of Series I Warrant Shares purchasable immediately prior to such exercise under this Series
I Warrant, less the number of Series I Warrant Shares with respect to which this Series I Warrant is exercised. No fractional
shares of Common Stock are to be issued upon the exercise of this Series I Warrant, but rather the number of shares of Common
Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all transfer, stamp,
issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Transfer Agent) that
may be payable with respect to the issuance and delivery of Series I Warrant Shares upon exercise of this Series I Warrant.
Notwithstanding the foregoing, except in the case where an exercise of this Series I Warrant is validly made pursuant to a
Cashless Exercise, the Company’s failure to deliver Series I Warrant Shares to the Holder on or prior to the later of
(A) two (2) Trading Days after receipt of the applicable Exercise Notice (or such earlier date as required pursuant to the
1934 Act or other applicable law, rule or regulation for the settlement of a trade of such Series I Warrant Shares initiated
on the applicable Exercise Date) and (B) one (1) Trading Day after the Company’s receipt of the Aggregate Exercise
Price (or valid notice of a Cashless Exercise) (such later date, the “Share Delivery Deadline”) shall not
be deemed to be a breach of this Series I Warrant. From the Issuance Date through and including the Expiration Date, the
Company shall maintain a transfer agent that participates in the DTC’s Fast Automated Securities Transfer Program.


 






    2


     


    

 


(b)              
Exercise Price. The aggregate exercise price of this Series I Warrant, except for a nominal exercise price of $0.01
per Series I Warrant Share, was pre-funded to the Company on or prior to the Issuance Date and, consequently, no additional consideration
(other than the nominal exercise price of $0.01 per Series I Warrant Share) shall be required to be paid by the Holder to any Person
to effect any exercise of this Series I Warrant. The Holder shall not be entitled to the return or refund of all, or any portion,
of such pre-paid aggregate exercise price under any circumstance or for any reason whatsoever, including in the event this Series
I Warrant shall not have been exercised prior to the Expiration Date. The remaining unpaid exercise price per share of Common Stock
under this Series I Warrant shall be $0.01, subject to adjustment hereunder (the “Exercise Price”).


 


(c)               Company’s
Failure to Timely Deliver Securities. If the Company shall fail, for any reason or for no reason, on or prior to the
Share Delivery Deadline, either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer
Program, to issue and deliver to the Holder (or its designee) a certificate for the number of Series I Warrant Shares to
which the Holder is entitled and register such Series I Warrant Shares on the Company’s share register or, if the
Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, to credit the balance account of the
Holder or the Holder’s designee with DTC for such number of Series I Warrant Shares to which the Holder is entitled
upon the Holder’s exercise of this Series I Warrant (as the case may be) or (II) if the Registration Statement (or
prospectus contained therein) covering the issuance of the Series I Warrant Shares that are the subject of the Exercise
Notice (the “Unavailable Series I Warrant Shares”) is not available for the issuance of such Unavailable
Series I Warrant Shares and the Company fails to promptly (x) so notify the Holder and (y) deliver the Series I Warrant
Shares electronically without any restrictive legend by crediting such aggregate number of Series I Warrant Shares to which
the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC
through its Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is
hereinafter referred as a “Notice Failure” and together with the event described in clause (I) above, a
 “Delivery Failure”), then, in addition to all other remedies available to the Holder, (X) the Company
shall pay in cash to the Holder on each day after the Share Delivery Deadline and during such Delivery Failure an amount
equal to 2% of the product of (A) the sum of the number of shares of Common Stock not issued to the Holder on or prior to the
Share Delivery Deadline and to which the Holder is entitled, multiplied by (B) any trading price of the Common Stock selected
by the Holder in writing as in effect at any time during the period beginning on the applicable Exercise Date and ending on
the applicable Share Delivery Deadline, and (Y) the Holder, upon written notice to the Company, may void its Exercise Notice
with respect to, and retain or have returned, as the case may be, any portion of this Series I Warrant that has not been
exercised pursuant to such Exercise Notice; provided that the voiding of an Exercise Notice shall not affect the
Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to this Section
1(c) or otherwise. In addition to the foregoing, if on or prior to the Share Delivery Deadline either (I) the Transfer Agent
is not participating in the DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver to
the Holder (or its designee) a certificate and register such shares of Common Stock on the Company’s share register or,
if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, the Transfer Agent shall fail
to credit the balance account of the Holder or the Holder’s designee with DTC for the number of shares of Common Stock
to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant to the Company’s obligation
pursuant to clause (ii) below or (II) a Notice Failure occurs, and if on or after such Share Delivery Deadline 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 all or any portion of the number of shares of Common Stock issuable upon such exercise that the Holder is entitled
to receive from the Company (a “Buy-In”), then, in addition to all other remedies available to the Holder,
the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion,
either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage
commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without
limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which
point the Company’s obligation to so issue and deliver such certificate (and to issue such shares of Common Stock) or
credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of Series I
Warrant Shares to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) (and to issue
such Series I Warrant Shares) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to the Holder a
certificate or certificates representing such Series I Warrant Shares or credit the balance account of such Holder or such
Holder’s designee, as applicable, with DTC for the number of Series I Warrant Shares to which the Holder is entitled
upon the Holder’s exercise hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess
(if any) of the Buy-In Price over the product of (A) such number of Series I Warrant Shares multiplied by (B) the lowest
Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable Exercise
Notice and ending on the date of such issuance and payment under this clause (ii) (the “Buy-In Payment
Amount”). Nothing 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 (or to electronically deliver
such shares of Common Stock) upon the exercise of this Series I Warrant as required pursuant to the terms hereof.


 






    3


     


    

 


(d)              
Cashless Exercise. Notwithstanding anything contained herein to the contrary (other than Section 1(f) below),
if at the time of exercise hereof the Registration Statement (or another registration statement) is not effective (or the prospectus
contained therein is not available for use) for the issuance of all of the Series I Warrant Shares, then the Holder may, in its
sole discretion, exercise this Series I Warrant in whole or in part by means of a “cashless exercise” (a “Cashless
Exercise”) in which the Holder shall be entitled to receive a number of Series I Warrant Shares equal to the quotient
obtained by dividing [(A-B) (X)] by (A), where:


 


A= as applicable:
(i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of
Exercise is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not a Trading Day or
(2) both executed and delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening of
 “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities
laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately
preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal
Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of
Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered
within two (2) hours thereafter (including until two (2) hours after the close of “regular trading
hours” on a Trading Day) pursuant to Section 1(a) hereof or (iii) the VWAP on the date of the applicable
Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and
delivered pursuant to Section 1(a) hereof after the close of “regular trading hours” on such Trading
Day.


 


B = the Exercise Price then in
effect for the applicable Series I Warrant Shares at the time of such exercise.


 


C = the number of Series I Warrant
Shares that would be issuable upon exercise of this Series I Warrant in accordance with the terms of this Series I Warrant if such
exercise were by means of a cash exercise rather than a Cashless Exercise.


 


If the Series I Warrant
Shares are issued in a Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the 1933
Act, the Series I Warrant Shares take on the registered characteristics of the Series I Warrants being exercised. The Company agrees
not to take any position contrary to this Section 1(d).


 


(e)              
Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of
the number of Series I Warrant Shares to be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder
the number of Series I Warrant Shares that are not disputed and resolve such dispute in accordance with Section 13.


 






    4


     


    

 


(f)                Limitations
on Exercises. The Company shall not effect the exercise of any portion of this Series I Warrant, and the Holder shall not
have the right to exercise any portion of this Series I Warrant, pursuant to the terms and conditions of this Series I
Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to
such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of 4.99%
(the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to
such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by
the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all
other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Series I Warrant with
respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be
issuable upon (A) exercise of the remaining, unexercised portion of this Series I Warrant beneficially owned by the Holder or
any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other
securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants)
beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous
to the limitation contained in this Section 1(f). For purposes of this Section 1(f), beneficial ownership shall be calculated
in accordance with Section 13(d) of the 1934 Act. For purposes of determining the number of outstanding shares of Common
Stock the Holder may acquire upon the exercise of this Series I Warrant without exceeding the Maximum Percentage, the Holder
may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual
Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the SEC, as the
case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the
Transfer Agent, if any, setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding
Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number of
outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the
Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would
otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 1(f), to exceed the Maximum
Percentage, the Holder must notify the Company of a reduced number of Series I Warrant Shares to be acquired pursuant to such
Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”) and (ii)
as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the
Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one
(1) Business Day confirm orally and 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 Series I Warrant, by the Holder and any other Attribution
Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares
of Common Stock to the Holder upon exercise of this Series I Warrant results in the Holder and the other Attribution Parties
being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of
Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which the Holder’s
and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess
Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to
vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been
deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares.
Upon delivery of a written notice to the Company, the Holder may from time to time increase (with such increase not effective
until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage to any other
percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage
will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any
such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of
Series I Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock
issuable pursuant to the terms of this Series I Warrant in excess of the Maximum Percentage shall not be deemed to be
beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act.
No prior inability to exercise this Series I Warrant pursuant to this paragraph shall have any effect on the applicability of
the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this
paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section
1(f) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or
inconsistent with the intended beneficial ownership limitation contained in this Section 1(f) or to make changes or
supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may
not be waived and shall apply to a successor holder of this Series I Warrant.


 






    5


     


    

 


(g)              
Reservation of Shares.


 


(i)                
Required Reserve Amount. So long as this Series I Warrant remains outstanding, the Company shall at all times keep
reserved for issuance under this Series I Warrant a number of shares of Common Stock at least equal to 100% of the maximum number
of shares of Common Stock as shall be necessary to satisfy the Company’s obligation to issue shares of Common Stock under
the Series I Warrants then outstanding (without regard to any limitations on exercise) (the “Required Reserve Amount”);
provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 1(g)(i) be reduced other
than proportionally in connection with any exercise or redemption of Series I Warrants or such other event covered by Section 2(a)
below. The Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be
allocated pro rata among the holders of the Series I Warrants based on number of shares of Common Stock issuable upon exercise
of Series I Warrants held by each holder on the Closing Date (without regard to any limitations on exercise) or increase in the
number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event that a holder
shall sell or otherwise transfer any of such holder’s Series I Warrants, each transferee shall be allocated a pro rata portion
of such holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases
to hold any Series I Warrants shall be allocated to the remaining holders of Series I Warrants, pro rata based on the number of
shares of Common Stock issuable upon exercise of the Series I Warrants then held by such holders (without regard to any limitations
on exercise).


 


(ii)              Insufficient
Authorized Shares. If, notwithstanding Section 1(g)(i) above, and not in limitation thereof, at any time while any of the
Series I Warrants remain outstanding, the Company does not have a sufficient number of authorized and unreserved shares of
Common Stock to satisfy its obligation to reserve the Required Reserve Amount (an “Authorized Share
Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized
shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for all the Series
I Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date
of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such
Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number
of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a
proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized
shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.
In the event that the Company is prohibited from issuing shares of Common Stock upon an exercise of this Series I Warrant due
to the failure by the Company to have sufficient shares of Common Stock available out of the authorized but unissued shares
of Common Stock (such unavailable number of shares of Common Stock, the “Authorization Failure Shares”),
in lieu of delivering such Authorization Failure Shares to the Holder, the Company shall pay cash in exchange for the
cancellation of such portion of this Series I Warrant exercisable into such Authorization Failure Shares at a price equal to
the sum of (i) the product of (x) such number of Authorization Failure Shares and (y) the greatest Closing Sale Price of the
Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable Exercise Notice
with respect to such Authorization Failure Shares to the Company and ending on the date of such issuance and payment under
this Section 1(f); and (ii) to the extent 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 Authorization Failure Shares, any Buy-In Payment Amount,
brokerage commissions and other out-of-pocket expenses, if any, of the Holder incurred in connection therewith. Nothing
contained in this Section 1(g)(ii) shall limit any obligations of the Company under any provision of the Securities Purchase
Agreement.


 






    6


     


    

 


2.                  
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The
Exercise Price and number of Series I Warrant Shares issuable upon exercise of this Series I Warrant are subject to adjustment
from time to time as set forth in this Section 2.


 


(a)              
Stock Dividends and Splits. Without limiting any provision of Section 2(b), Section 3 or Section 4, if
the Company, at any time on or after the date of the Securities Purchase Agreement, (i) pays a stock dividend on one or more classes
of its then outstanding shares of Common Stock or otherwise makes a distribution on any class of capital stock that is payable
in shares of Common Stock, (ii) subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes
of its then outstanding shares of Common Stock into a larger number of shares or (iii) combines (by combination, reverse stock
split or otherwise) one or more classes of its then outstanding shares of Common Stock into a smaller number of shares, then in
each such case (a) the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of
Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock
outstanding immediately after such event and (b) the number of Series I Warrant Shares that may be purchased upon exercise of this
Series I Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable
hereunder for the adjusted number of Series I Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately
prior to such adjustment (without regard to any limitations on exercise contained herein). Any adjustment made pursuant to clause
(i) of this paragraph shall become effective immediately after the record date for the determination of shareholders entitled to
receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective
immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this paragraph
occurs during the period that an Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted
appropriately to reflect such event.


 


(b)               Other
Events. In the event that the Company (or any Subsidiary (as defined in the Securities Purchase Agreement)) shall take
any action to which the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect the
Holder from dilution or if any event occurs of the type contemplated by the provisions of this Section 2 but not expressly
provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock
rights or other rights with equity features), then the Company’s board of directors shall in good faith determine and
implement an appropriate adjustment in the Exercise Price and the number of Series I Warrant Shares (if applicable) so as to
protect the rights of the Holder, provided that no such adjustment pursuant to this Section 2(b) will increase the Exercise
Price or decrease the number of Series I Warrant Shares as otherwise determined pursuant to this Section 2, provided further
that if the Holder does not accept such adjustments as appropriately protecting its interests hereunder against such
dilution, then the Company’s board of directors and the Holder shall agree, in good faith, upon an independent
investment bank of nationally recognized standing to make such appropriate adjustments, whose determination shall be final
and binding absent manifest error and whose fees and expenses shall be borne by the Company.


 






    7


     


    

 


(c)              
Calculations. All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest
1/100th of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include
shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issuance
or sale of Common Stock.


 


(d)              
Intentionally omitted.


 


(e)              
Par Value. Notwithstanding anything to the contrary in this Series I Warrant, in no event shall the Exercise Price
be reduced below the par value of the Company’s Common Stock.


 


3.       RIGHTS
UPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 above, if the Company shall
declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of
Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or
other securities, property, options, evidence of indebtedness or any other assets by way of a dividend, spin off,
reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a
 “Distribution”), at any time after the issuance of this Series I Warrant, 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 Series I
Warrant (without regard to any limitations or restrictions on exercise of this Series I Warrant, including without
limitation, the Maximum Percentage) immediately before the date on which a record is taken for such Distribution, 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
participation in such Distribution (provided, however, that to the extent that the Holder’s right to participate in any
such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the
Holder shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage (and shall not be
entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership)
to the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the
Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution
Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any
Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to
the same extent as if there had been no such limitation).


 






    8


     


    

 


4.                 
PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a)              
Purchase Rights. In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants,
issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata
to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled
to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Series I Warrant (without
regard to any limitations or restrictions on exercise of this Series I Warrant, including without limitation, the Maximum Percentage)
immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase 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, issuance
or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate
in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then
the Holder shall not be entitled to participate in such Purchase Right to the extent of the Maximum Percentage (and shall not be
entitled to beneficial ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial ownership) to
the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until
such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the
Maximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold
on such initial Purchase Right or on any subsequent Purchase Right held similarly in abeyance) to the same extent as if there had
been no such limitation).


 


(b)               Fundamental
Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless (i)  the Successor
Entity assumes in writing all of the obligations of the Company under this Series I Warrant and the other Transaction
Documents (as defined in the Securities Purchase Agreement) in accordance with the provisions of this Section 4(b)
pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such
Fundamental Transaction, including agreements to deliver to the Holder in exchange for this Series I Warrant a security of
the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Series I Warrant,
including, without limitation, which is exercisable for a corresponding number of shares of capital stock equivalent to the
shares of Common Stock acquirable and receivable upon exercise of this Series I Warrant (without regard to any limitations on
the exercise of this Series I Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the
exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common
Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such adjustments to the number
of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Series I
Warrant immediately prior to the consummation of such Fundamental Transaction) and (ii) the Successor Entity (including
its Parent Entity) is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible
Market. Upon the consummation of each Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for
(so that from and after the date of the applicable Fundamental Transaction, the provisions of this Series I Warrant and the
other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may
exercise every right and power of the Company and shall assume all of the obligations of the Company under this Series I
Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company
herein. Upon consummation of each Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that
there shall be issued upon exercise of this Series I Warrant at any time after the consummation of the applicable Fundamental
Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property (except such items
still issuable under Sections 3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the
exercise of this Series I Warrant prior to the applicable Fundamental Transaction, such shares of publicly traded common
stock (or its equivalent) of the Successor Entity (including its Parent Entity) which the Holder would have been entitled to
receive upon the happening of the applicable Fundamental Transaction had this Series I Warrant been exercised immediately
prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this Series I Warrant),
as adjusted in accordance with the provisions of this Series I Warrant. Notwithstanding the foregoing, and without limiting
Section 1(f) hereof, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this
Section 4(b) to permit the Fundamental Transaction without the assumption of this Series I Warrant. In addition to and
not in substitution for any other rights hereunder, prior to the consummation of each Fundamental Transaction pursuant to
which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for
shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to insure that
the Holder will thereafter have the right to receive upon an exercise of this Series I Warrant at any time after the
consummation of the applicable Fundamental Transaction but prior to the Expiration Date, in lieu of the shares of the Common
Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 3 and 4(a)
above, which shall continue to be receivable thereafter)) issuable upon the exercise of the Series I Warrant prior to such
Fundamental Transaction, such shares of stock, securities, cash, assets or any other property whatsoever (including warrants
or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of the
applicable Fundamental Transaction had this Series I Warrant been exercised immediately prior to the applicable Fundamental
Transaction (without regard to any limitations on the exercise of this Series I Warrant). Provision made pursuant to the
preceding sentence shall be in a form and substance reasonably satisfactory to the Holder.


 






    9


     


    

 


(c)              
Application. The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions
and Corporate Events and shall be applied as if this Series I Warrant (and any such subsequent warrants) were fully exercisable
and without regard to any limitations on the exercise of this Series I Warrant (provided that the Holder shall continue to be entitled
to the benefit of the Maximum Percentage, applied however with respect to shares of capital stock registered under the 1934 Act
and thereafter receivable upon exercise of this Series I Warrant (or any such other warrant)).


 


5.                  NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation (as
defined in the Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or through any reorganization,
transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance 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 Series I Warrant, and will
at all times in good faith carry out all the provisions of this Series I Warrant and take all action as may be required to
protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (a) shall not increase the
par value of any shares of Common Stock receivable upon the exercise of this Series I Warrant above the Exercise Price then
in effect, and (b) shall take all such actions as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Series I Warrant.
Notwithstanding anything herein to the contrary, if after the sixty (60) calendar day anniversary of the Issuance Date, the
Holder is not permitted to exercise this Series I Warrant in full for any reason (other than pursuant to restrictions set
forth in Section 1(f) hereof), the Company shall use its best efforts to promptly remedy such failure, including, without
limitation, obtaining such consents or approvals as necessary to permit such exercise into shares of Common Stock.


 






    10


     


    

 


6.                 
WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically
provided herein, the Holder, solely in its capacity as a holder of this Series I 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 Series
I Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Series I 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, conveyance or otherwise), receive notice of meetings, receive
dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Series I Warrant Shares which it is
then entitled to receive upon the due exercise of this Series I Warrant. In addition, nothing contained in this Series I Warrant
shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Series I Warrant
or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.
Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information
given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.


 


7.                 
REISSUANCE OF WARRANTS.


 


(a)              
Transfer of Warrant. If this Series I Warrant is to be transferred, the Holder shall surrender this Series I Warrant
to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Series I Warrant (in
accordance with Section 7(d)), registered as the Holder may request, representing the right to purchase the number of Series
I Warrant Shares being transferred by the Holder and, if less than the total number of Series I Warrant Shares then underlying
this Series I Warrant is being transferred, a new Series I Warrant (in accordance with Section 7(d)) to the Holder representing
the right to purchase the number of Series I Warrant Shares not being transferred.


 


(b)               Lost,
Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Series I Warrant (as to which a written certification and the indemnification
contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and
cancellation of this Series I Warrant, the Company shall execute and deliver to the Holder a new Series I Warrant (in
accordance with Section 7(d)) representing the right to purchase the Series I Warrant Shares then underlying this Series
I Warrant.


 






    11


     


    

 


(c)              
Exchangeable for Multiple Warrants. This Series I Warrant is exchangeable, upon the surrender hereof by the Holder
at the principal office of the Company, for a new Series I Warrant or Series I Warrants (in accordance with Section 7(d))
representing in the aggregate the right to purchase the number of Series I Warrant Shares then underlying this Series I Warrant,
and each such new Series I Warrant will represent the right to purchase such portion of such Series I Warrant Shares as is designated
by the Holder at the time of such surrender; provided, however, no warrants for fractional shares of Common Stock shall be given.


 


(d)              
Issuance of New Warrants. Whenever the Company is required to issue a new Series I Warrant pursuant to the terms
of this Series I Warrant, such new Series I Warrant (i) shall be of like tenor with this Series I Warrant, (ii) shall represent,
as indicated on the face of such new Series I Warrant, the right to purchase the Series I Warrant Shares then underlying this Series
I Warrant (or in the case of a new Series I Warrant being issued pursuant to Section 7(a) or Section 7(c), the Series I Warrant
Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other new Series I Warrants
issued in connection with such issuance, does not exceed the number of Series I Warrant Shares then underlying this Series I Warrant),
(iii) shall have an issuance date, as indicated on the face of such new Series I Warrant which is the same as the Issuance Date,
and (iv) shall have the same rights and conditions as this Series I Warrant.


 


8.                  NOTICES.
Whenever notice is required to be given under this Series I Warrant, unless otherwise provided herein, such notice shall be
given in accordance with Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with
prompt written notice of all actions taken pursuant to this Series I Warrant (other than the issuance of shares of Common
Stock upon exercise in accordance with the terms hereof), including in reasonable detail a description of such action and the
reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i)
immediately upon each adjustment of the Exercise Price and the number of Series I Warrant Shares, setting forth in reasonable
detail, and certifying, the calculation of such adjustment(s), (ii) at least ten Trading Days prior to the date on which the
Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock,
(B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock,
warrants, securities or other property to holders of shares of Common Stock or (C) for determining rights to vote with
respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made
known to the public prior to or in conjunction with such notice being provided to the Holder, and (iii) at least ten (10)
Trading Days prior to the consummation of any Fundamental Transaction. To the extent that any notice provided hereunder
constitutes, or contains, material, non-public information regarding the Company or any of its Subsidiaries, the Company
shall simultaneously file such notice with the SEC (as defined in the Securities Purchase Agreement) pursuant to a Current
Report on Form 8-K. If the Company or any of its Subsidiaries provides material non-public information to the Holder that is
not simultaneously filed in a Current Report on Form 8-K and the Holder has not agreed to receive such material non-public
information, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the
Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents with respect
to, or a duty to any of the foregoing not to trade on the basis of, such material non-public information. It is expressly
understood and agreed that the time of execution specified by the Holder in each Exercise Notice shall be definitive and may
not be disputed or challenged by the Company.


 







    12


     


    

 


9.                 
AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions
of this Series I Warrant (other than Section 1(f)) may be amended and the Company may take any action herein prohibited, or
omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holder.
No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.


 


10.             
SEVERABILITY. If any provision of this Series I Warrant is prohibited by
law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise
be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable,
and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Series
I Warrant so long as this Series I Warrant as so modified continues to express, without material change, the original intentions
of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in
question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization
of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace
the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible
to that of the prohibited, invalid or unenforceable provision(s).


 


11.              GOVERNING
LAW. This Series I Warrant shall be governed by and construed and enforced in
accordance with, and all questions concerning the construction, validity, interpretation and performance of this Series I
Warrant shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the
application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to
the Company at the address set forth in Section 9(f) of the Securities Purchase Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. The Company 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, and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject
to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder
from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the
Company’s obligations to the Holder, to realize on any collateral or any other security for such obligations, or to
enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY
HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR
ARISING OUT OF THIS SERIES I WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 






    13


     


    

 


12.             
CONSTRUCTION; HEADINGS. This Series I Warrant shall be deemed to be jointly
drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this
Series I Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Series I Warrant.
Terms used in this Series I Warrant but defined in the other Transaction Documents shall have the meanings ascribed to such terms
on the Closing Date (as defined in the Securities Purchase Agreement) in such other Transaction Documents unless otherwise consented
to in writing by the Holder.


 


13.             
DISPUTE RESOLUTION.


 


(a)              
Submission to Dispute Resolution.


 


(i)                
In the case of a dispute relating to the Exercise Price, the Closing Sale Price, or fair market value or the arithmetic
calculation of the number of Series I Warrant Shares (as the case may be) (including, without limitation, a dispute relating to
the determination of any of the foregoing), the Company or the Holder (as the case may be) shall submit the dispute to the other
party via facsimile (A) if by the Company, within two (2) Business Days after the occurrence of the circumstances giving rise to
such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such dispute. If
the Holder and the Company are unable to promptly resolve such dispute relating to such Exercise Price, such Closing Sale Price
or such fair market value or such arithmetic calculation of the number of Series I Warrant Shares (as the case may be), at any
time after the second (2nd) Business Day following such initial notice by the Company or the Holder (as the case may
be) of such dispute to the Company or the Holder (as the case may be), then the Holder may, at its sole option, select an independent,
reputable investment bank to resolve such dispute.


 


(ii)              The
Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered
in accordance with the first sentence of this Section 13 and (B) written documentation supporting its position with respect
to such dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately
following the date on which the Holder selected such investment bank (the “Dispute Submission Deadline”)
(the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein as the
 “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company
fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to
so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver
or submit any written documentation or other support to such investment bank with respect to such dispute and such investment
bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank
prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or
otherwise requested by such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit any
written documentation or other support to such investment bank in connection with such dispute (other than the Required
Dispute Documentation).


 






    14


     


    

 


(iii)           
The Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company
and the Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The
fees and expenses of such investment bank shall be borne solely by the Company, and such investment bank’s resolution of
such dispute shall be final and binding upon all parties absent manifest error.


 


(b)              
Miscellaneous. The Company expressly acknowledges and agrees that (i) this Section 13 constitutes an agreement to
arbitrate between the Company and the Holder (and constitutes an arbitration agreement) under the rules then in effect under §
7501, et seq. of the New York Civil Practice Law and Rules (“CPLR”) and that the Holder is authorized to apply
for an order to compel arbitration pursuant to CPLR § 7503(a) in order to compel compliance with this Section 13, (ii) a dispute
relating to the Exercise Price includes, without limitation, disputes as to (A) whether an issuance or sale or deemed issuance
or sale of Common Stock occurred under Section 2(b), (B) the consideration per share at which an issuance or deemed issuance of
Common Stock occurred, and (C) whether an agreement, instrument, security or the like constitutes and Option or Convertible Security,
(iii) the terms of this Series I Warrant and each other applicable Transaction Document shall serve as the basis for the selected
investment bank’s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby expressly authorized)
to make all findings, determinations and the like that such investment bank determines are required to be made by such investment
bank in connection with its resolution of such dispute (including, without limitation, determining (A) whether an issuance or sale
or deemed issuance or sale of Common Stock occurred under Section 2(b), (B) the consideration per share at which an issuance or
deemed issuance of Common Stock occurred, (C) whether an agreement, instrument, security or the like constitutes and Option or
Convertible Security and in resolving such dispute such investment bank shall apply such findings, determinations and the like
to the terms of this Series I Warrant and any other applicable Transaction Documents, (iv) the Holder (and only the Holder), in
its sole discretion, shall have the right to submit any dispute described in this Section 13 to any state or federal court sitting
in The City of New York, Borough of Manhattan in lieu of utilizing the procedures set forth in this Section 13 and (v) nothing
in this Section 13 shall limit the Holder from obtaining any injunctive relief or other equitable remedies (including, without
limitation, with respect to any matters described in this Section 13).


 


14.              REMEDIES,
CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies
provided in this Series I Warrant shall be cumulative and in addition to all other remedies available under this Series I
Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other
injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual and consequential damages for any
failure by the Company to comply with the terms of this Series I Warrant. The Company covenants to the Holder that there
shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or
provided for herein with respect to payments, exercises and the like (and the computation thereof) shall be the amounts to be
received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company
(or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees
that, in the event of any such breach or threatened breach, the holder of this Series I Warrant shall be entitled, in
addition to all other available remedies, to specific performance and/or temporary, preliminary and permanent injunctive or
other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving actual
damages and without posting a bond or other security. The Company shall provide all information and documentation to the
Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and
conditions of this Series I Warrant (including, without limitation, compliance with Section 2 hereof). The issuance of
shares and certificates for shares as contemplated hereby upon the exercise of this Series I Warrant shall be made without
charge to the Holder or such shares for any issuance tax or other costs in respect thereof, provided that the Company shall
not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than the Holder or its agent on its behalf.


 






    15


     


    

 


15.             
PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Series
I Warrant is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding
or the holder otherwise takes action to collect amounts due under this Series I Warrant or to enforce the provisions of this Series
I Warrant or (b) there occurs any bankruptcy, reorganization, receivership of the company or other proceedings affecting company
creditors’ rights and involving a claim under this Series I Warrant, then the Company shall pay the costs incurred by the
Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other
proceeding, including, without limitation, attorneys’ fees and disbursements. 


 


16.             
TRANSFER. This Series I Warrant may be offered for sale, sold, transferred
or assigned without the consent of the Company.


 


17.             
CERTAIN DEFINITIONS. For purposes of this Series I Warrant, the following
terms shall have the following meanings:


 


(a)              
“1933 Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.


 


(b)              
“1934 Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 


(c)              
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls,
is controlled by, or is under common control with, such Person, it being understood for purposes of this definition that “control”
of a Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the
election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by
contract or otherwise.


 


(d)              
“Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle,
including, any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly
managed or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect
Affiliates of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together
with the Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock
would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934
Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum
Percentage.


 






    16


     


    

 


(e)              
“Bid Price” means, for any security as of the particular time of determination, the bid price for such
security on the Principal Market as reported by Bloomberg as of such time of determination, or, if the Principal Market is not
the principal securities exchange or trading market for such security, the bid price of such security on the principal securities
exchange or trading market where such security is listed or traded as reported by Bloomberg as of such time of determination, or
if the foregoing does not apply, the bid price of such security in the over-the-counter market on the electronic bulletin board
for such security as reported by Bloomberg as of such time of determination, or, if no bid price is reported for such security
by Bloomberg as of such time of determination, the average of the bid prices of any market makers for such security as reported
in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC) as of such time of determination. If the
Bid Price cannot be calculated for a security as of the particular time of determination on any of the foregoing bases, the Bid
Price of such security as of such time of determination 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 such dispute shall
be resolved in accordance with the procedures in Section 13. All such determinations shall be appropriately adjusted for any
stock dividend, stock split, stock combination or other similar transaction during such period.


 


(f)               
“Bloomberg” means Bloomberg, L.P.


 


(g)              
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The
City of New York are authorized or required by law to remain closed.


 


(h)               “Closing
Sale Price” means, for any security as of any date, the last closing trade price for such security on the Principal
Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not
designate the closing trade price, then the last trade price of such security prior to 4:00:00 p.m., New York time, as
reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such
security, the last trade price of such security on the principal securities exchange or trading market where such security is
listed or traded as reported by Bloomberg, or if the foregoing does not apply, the last trade price of such security in the
over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no last trade
price is reported for such security by Bloomberg, the average of the ask prices of any market makers for such security as
reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). 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 such dispute shall be resolved in accordance
with the procedures in Section 13. All such determinations shall be appropriately adjusted for any stock dividend, stock
split, stock combination or other similar transaction during such period.


 






    17


     


    

 


(i)                
“Common Stock” means (i) the Company’s shares of common stock, $0.0001 par value per share,
and (ii) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification
of such common stock.


 


(j)                
“Convertible Securities” means any stock or other security (other than Options) that is at any time and
under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles
the holder thereof to acquire, any shares of Common Stock.


 


(k)              
“Eligible Market” means the New York Stock Exchange, the NYSE American, The Nasdaq Global Select Market,
The Nasdaq Global Market or the Principal Market.


 


(l)                
“Expiration Date” means the date that is the fifth (5th) anniversary of the Issuance Date
or, if such date falls on a day other than a Trading Day or on which trading does not take place on the Principal Market (a “Holiday”),
the next date that is not a Holiday.


 


(m)             
 “Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through
subsidiaries, Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or
not the Company is the surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise
dispose of all or substantially all of the properties or assets of the Company or any of its “significant
subsidiaries” (as defined in Rule 1-02 of Regulation S-X) to one or more Subject Entities, or (iii) make, or allow one
or more Subject Entities to make, or allow the Company to be subject to or have its Common Stock be subject to or party to
one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least either
(x) 50% of the outstanding shares of Common Stock, (y) 50% of the outstanding shares of Common Stock calculated as if any
shares of Common Stock held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or
party to, such purchase, tender or exchange offer were not outstanding; or (z) such number of shares of Common Stock such
that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender
or exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of
the outstanding shares of Common Stock, or (iv) consummate a stock or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more
Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire, either (x) at least 50% of the
outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated as if any shares of
Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making or party to,
such stock purchase agreement or other business combination were not outstanding; or (z) such number of shares of Common
Stock such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act)
of at least 50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its Common Stock,
(B) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more
related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the
 “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through
acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common
Stock, merger, consolidation, business combination, reorganization, recapitalization, spin-off, scheme of arrangement,
reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of either (x) at least 50% of the
aggregate ordinary voting power represented by issued and outstanding Common Stock, (y) at least 50% of the aggregate
ordinary voting power represented by issued and outstanding Common Stock not held by all such Subject Entities as of the date
of this Series I Warrant calculated as if any shares of Common Stock held by all such Subject Entities were not outstanding,
or (z) a percentage of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock or
other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger or
other transaction requiring other shareholders of the Company to surrender their shares of Common Stock without approval of
the shareholders of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in
one or more related transactions, the issuance of or the entering into any other instrument or transaction structured in a
manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed and
implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to
correct this definition or any portion of this definition which may be defective or inconsistent with the intended treatment
of such instrument or transaction.


 






    18


     


    

 


(n)              
“Group” means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined
in Rule 13d-5 thereunder.


 


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


 


(p)              
“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person
and whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such
Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation
of the Fundamental Transaction.


 


(q)              
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation,
a trust, an unincorporated organization, any other entity or a government or any department or agency thereof.


 


(r)               
“Principal Market” means the The Nasdaq Capital Market.


 


(s)               
 “SEC” means the United States Securities and Exchange Commission or the successor thereto.


 


(t)                
“Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person,
Persons or Group.


 


(u)              
“Successor Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting
from or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such
Fundamental Transaction shall have been entered into.


 






    19


     


    

 


(v)              
“Trading Day” means, as applicable, (x) with respect to all price or trading volume determinations relating
to the Common Stock, any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the
final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time
of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise
designated as a Trading Day in writing by the Holder or (y) with respect to all determinations other than price determinations
relating to the Common Stock, any day on which The New York Stock Exchange (or any successor thereto) is open for trading of securities.


 


(w)            
“VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security
on the Principal Market (or, if the Principal Market is not the principal trading market for such security, then on the principal
securities exchange or securities market on which such security is then traded) during the period beginning at 9:30:01 a.m., New
York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted
average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter
market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending
at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security
by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market
makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If
the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP 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 such dispute shall be resolved in accordance with the procedures in Section 13.
All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization
or other similar transaction during such period.


 


[signature page follows]


 






    20


     


    

 


IN WITNESS WHEREOF,
the Company has caused this Series I Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.


 


	 	Trovagene,
    Inc.
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:






 






     


     


    

 


EXHIBIT A


 


EXERCISE
NOTICE


 


TO BE EXECUTED
BY THE REGISTERED HOLDER TO EXERCISE THIS

SERIES I WARRANT TO PURCHASE COMMON STOCK


 


TROVAGENE,
INC.


 


The undersigned holder
hereby elects to exercise the Series I Warrant to Purchase Common Stock No. _______ (the “Series I Warrant”)
of Trovagene, Inc., a Delaware corporation (the “Company”) as specified below. Capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the Series I Warrant.


 


1.       Form
of Exercise Price. The Holder intends that payment of the Aggregate Exercise Price shall be made as:


 


		 ̈ 	a “Cash Exercise” with respect to _________________
Series I Warrant Shares; and/or



 


		 ̈ 	a “Cashless Exercise” with respect to _______________
Series I Warrant Shares.



 


In the event that the
Holder has elected a Cashless Exercise with respect to some or all of the Series I Warrant Shares to be issued pursuant hereto,
the Holder hereby represents and warrants that this Exercise Notice was executed by the Holder at __________ [a.m.][p.m.] on the
date set forth below.


 


2.       Payment
of Exercise Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the Series I Warrant
Shares to be issued pursuant hereto, the Holder shall pay the Aggregate Exercise Price in
the sum of $___________________ to the Company in accordance with the terms of the Series I Warrant.


 


3.       Delivery
of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares
of Common Stock in accordance with the terms of the Series I Warrant. Delivery shall be made to Holder,
or for its benefit, as follows:


 


 ̈      Check
here if requesting delivery as a certificate to the following name and to the following address:


 


	Issue to:	 
	 	 
	 	 


 






     


     


    

 


		 ̈ 	Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:



 


	DTC Participant:	 
	DTC Number:	 
	Account Number:	 




 


Date: _____________ __,                         


 


	 	 	 
	Name
    of Registered Holder	 



 


	By:  	 	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Tax
ID:____________________________ 	 
	 	 	 
	 	Facsimile:__________________________	 
	 	 	 
	 	E-mail Address:_____________________ 	 




 






     


     


    

 


EXHIBIT B


 


ACKNOWLEDGMENT


 


The
Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number
of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged
and agreed to by _______________.


 


	 	Trovagene,
    Inc.
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title: