Exhibit
4.5


 


WARRANT AGREEMENT


 


This Warrant Agreement
(this “Agreement”) is made as of [_________], 2015 between Jensyn Acquisition Corp., a Delaware corporation, with
offices at 800 West Main Street, Freehold New Jersey 07728 (the “Company”), and Continental Stock Transfer & Trust
Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).


 


WHEREAS, the Company
has received a binding commitment from Jensyn Capital, LLC (“Jensyn Capital”) to purchase (i) up to an aggregate of
238,400 units, each unit (“Unit”) comprised of one share of the Company’s common stock, par value $.0001 per
share (“Common Stock”), one right to receive one-tenth of one share of Common Stock and one warrant to purchase one-half
of one share of Common Stock for $11.50 per full share, subject to adjustment as described herein, and, in connection therewith,
will issue and deliver up to an aggregate of 202,5000 warrants underlying such units (the “Private Warrants”) and
(ii) 732,000 warrants to purchase one share of Common Stock for $15.00 per share (“$15 Exercise Price Sponsor Warrants”);
and


 


WHEREAS, the Company
is engaged in a public offering (“Public Offering”) of Units and, in connection therewith, will issue and deliver
up to (i) 5,750,000 warrants (“Public Warrants”) to investors in the Public Offering and (ii) 500,000 warrants (underlying
unit purchase options) to Chardan Capital Markets, LLC. (“Chardan”) or its designees (“Chardan Warrants”
and, together with the Private Warrants, $15 Exercise Price Sponsor Warrants and Public Warrants, the “Warrants”);
and


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, No. 333-____________
(“Registration Statement”), for the registration, under the Securities Act of 1933, as amended (the “Act”)
of, among other securities, the Public Warrants; and


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the
issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and


 


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


 


WHEREAS, all acts
and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize
the execution and delivery of this Agreement.


 


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


 


	 	1.	Appointment of Warrant Agent. The Company hereby
    appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment
    and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


	 	2.	Warrants.


 


	 	2.1.	Form of Warrant. Each Warrant shall be issued
    in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated
    herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board or Chief Executive Officer, Treasurer,
    Secretary or Assistant Secretary of the Company and shall bear a facsimile of the Company’s seal. In the event the person
    whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person
    signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to
    be such at the date of issuance.


 




    	 



    	 



    

 


	 	2.2.	Effect of Countersignature. Unless and until
    countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be
    exercised by the holder thereof.


 


	 	2.3.	Registration.


 


	 	2.3.1.	Warrant Register. The Warrant Agent shall maintain
    books (“Warrant Register”) for the registration of original issuance and the registration of transfer of the Warrants.
    Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective
    holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the
    Company.


 





	 	2.3.2.	Registered Holder. Prior to due presentment
    for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name
    such Warrant shall be registered upon the Warrant Register (“registered holder”) as the absolute owner of such
    Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant
    Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for
    all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


	 	2.4.	Detachability of Warrants. The securities comprising
    the Units will not be separately transferable until the ninetieth (90th) day after the date hereof unless EBC informs
    the Company of its decision to allow earlier separate trading, but in no event will separate trading of the securities comprising
    the Units begin until (i) the Company files a Current Report on Form 8-K which includes an audited balance sheet reflecting
    the receipt by the Company of the gross proceeds of the Public Offering and (ii) the Company issues a press release and files
    a Current Report on Form 8-K announcing when such separate trading shall begin.


 


	 	2.5.	Warrant Attributes.


 


	 	2.5.1.	Private Warrants. The Private Warrants will
    be issued in the same form as the Public Warrants except that (i) they will be exercisable either for cash or on a cashless
    basis at the holder’s option pursuant to Section 3.3.1(c) and (ii) they will not be redeemable by the Company, in either
    case as long as the Private Warrants are held by the initial purchasers or any of their permitted transferees (as prescribed
    in Section 5.6 hereof).


 


	 	2.5.2.	Chardan Warrants. The Chardan Warrants shall
    have the same terms and be in the same form as the Public Warrants.


 


	 	2.5.3.	$15 Exercise Price Sponsor Warrants. The $15
    Exercise Price Sponsor Warrants will be issued in the same form as the Public Warrants except that (i) each $15 Exercise Price
    Sponsor Warrant shall be exercisable to purchase one full share of Common Stock; (ii) the exercise price of the $15 Exercise
    Price Sponsor Warrants shall be $15.00 per share; (iii) the $15 Exercise Price Sponsor Warrants shall not be redeemable by
    the Company as long as they are held by the initial purchasers or any of their permitted transferees (as prescribed in Section
    5.6 hereof); and (iv) the $15 Exercise Price Sponsor Warrants shall expire seven years after the completion of the Company’s
    Business Combination (as defined below), at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 


	 	2.5.4.	Necessary Consent. The provisions of this Section
    2.5 may not be modified, amended or deleted without the prior written consent of Chardan.


 


	 	3.	Terms and Exercise of Warrants.


 


	 	3.1.	Warrant Price. Each Warrant shall, when countersigned
    by the Warrant Agent, entitle the registered holder thereof, subject to the provisions of such Warrant and of this Warrant
    Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $11.50 per whole
    share (or, in the case of the $15 Exercise Price Sponsor Warrants, at the price of $15.00 per whole share), subject to the
    adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price”
    as used in this Warrant Agreement refers to the price per share at which shares of Common Stock may be purchased at the time
    a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration
    Date (as defined below) for a period of not less than 10 business days; provided, however, that the Company shall provide
    at least 10 business days prior written notice of such reduction to registered holders of the Warrants; provided, further,
    however, that any such reduction shall be applied consistently to all of the Warrants.


 




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	 	3.2.	Duration of Warrants. A Warrant may be exercised
    only during the period (“Exercise Period”) commencing on the later of 30 days after the consummation by the Company
    of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business
    combination involving the Company and one or more businesses or entities (“Business Combination”) (as described
    more fully in the Registration Statement) and [___________], 2016 [one year after the closing of the Public Offering], and
    terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the consummation of a Business
    Combination (or, in the case of the $15 Exercise Price Sponsor Warrants, seven years after the completion of a Business Combination),
    (ii) the liquidation of the Company, and (iii) except in the case of the Private Warrants and $15 Exercise Price Sponsor Warrants,
    the Redemption Date as provided in Section 6.2 of this Agreement (“Expiration Date”); provided, however, that
    the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in Section 7.4
    below. Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), each Warrant
    not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof
    under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend
    the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide written notice
    to registered holders of the Warrants of such extension of not less than 20 days.


 


	 	3.3.	Exercise of Warrants.


 


	 	3.3.1.	Payment. Subject to the provisions of the Warrant
    and this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the registered holder
    thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the
    Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed,
    and by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and
    all applicable taxes due in connection with the exercise of the Warrant, as follows:


 


	 	(a)	in cash, good certified check or good bank draft payable to the order of
    the Company (or as otherwise agreed to by the Company); or


 


	 	(b)	in the event of redemption pursuant to Section 6 hereof in which the Company’s
    management has elected to require all holders of Public Warrants to exercise such Public Warrants on a “cashless basis,”
    by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the
    product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant
    Price and the “Fair Market Value” (defined below) by (y) the Fair Market Value. Solely for purposes of this Section
    3.3.1(b), the “Fair Market Value” shall mean the average reported closing price of the Common Stock for the 10
    trading days ending on the third trading day prior to the date on which the notice of redemption is sent to holders of Warrants
    pursuant to Section 6 hereof; or


 


	 	(c)	with respect to any Private Warrants, so long as such Private Warrants are
    held by the initial purchasers or their permitted transferees (as prescribed in Section 5.6 hereof), by surrendering such
    Private Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the
    number of shares of Common Stock underlying the Warrants, multiplied by the difference between the exercise price of the Warrants
    and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that no cashless exercise shall be
    permitted unless the Fair Market Value is higher than the exercise price. Solely for purposes of this Section 3.3.1(c), the
    “Fair Market Value” shall mean the average reported closing price of the Common Stock for the 10 trading days
    ending on the day prior to the Company’s receipt of the applicable exercise notice; or


 




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	 	(d)	in the event the registration statement required by Section 7.4 hereof is
    not effective and current, then during the period beginning on the 61st day after the closing of the Business Combination
    and ending upon the effectiveness of such registration statement, and during any other period after such date of effectiveness
    when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable
    upon exercise of the Warrants, by surrendering Warrants for that number of shares of Common Stock equal to the quotient obtained
    by dividing (x) the product of the number of shares of Common Stock underlying such Warrants, multiplied by the difference
    between the exercise price of the Warrants or and the “Fair Market Value” by (y) the Fair Market Value; provided,
    however, that no cashless exercise shall be permitted unless the Fair Market Value is higher than the exercise price. Solely
    for purposes of this Section 3.3.1(d), the “Fair Market Value” shall mean the average reported closing
    price of the shares of Common Stock for the 10 trading days ending on the day prior to the date of exercise.


 


	 	3.3.2.	Issuance of Certificates. As soon as practicable
    after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall
    issue to the registered holder of such Warrant a certificate or certificates for the number of full shares of Common Stock
    to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant
    shall not have been exercised in full, a new countersigned Warrant for the number of shares as to which such Warrant shall
    not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares of Common
    Stock pursuant to the exercise of a Public Warrant and shall have no obligation to settle such Public Warrant exercise unless
    a registration statement under the Act with respect to the shares of Common Stock underlying the Public Warrants is then effective
    and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section
    7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Common Stock upon exercise
    of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt
    under the securities laws of the state of residence of the registered holder of the Warrants. In no event will the Company
    be required to net cash settle the Warrant exercise. If, by reason of any exercise of warrants on a “cashless basis”,
    the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share,
    the Company shall round down to the nearest whole number, the number of shares to be issued to such holder. Warrants may not
    be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful.


 


	 	3.3.3.	Valid Issuance. All shares of Common Stock
    issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and nonassessable.


 


	 	3.3.4.	Date of Issuance. Each person in whose name
    any such certificate for shares of Common Stock is issued shall for all purposes be deemed to have become the holder of record
    of such shares on the date on which the Warrant was surrendered and payment of the Warrant Price was made, irrespective of
    the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the share
    transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close
    of business on the next succeeding date on which the share transfer books are open.


 




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	 	3.3.5.	Maximum Percentage. A holder of a Warrant may
    notify the Company in writing in the event he, she or it elects to be subject to the provisions contained in this subsection
    3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election.
    If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such
    holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person
    (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess
    of 9.8% (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
    such person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with
    respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock that would be
    issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its
    affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company
    beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible
    preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein.
    Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in
    accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes
    of the 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 (1) 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 Commission as the case may be, (2) a more recent public
    announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares
    of Common Stock outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company
    shall, within two (2) business days, confirm orally and in writing to such 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 equity securities of the Company by the holder and its affiliates since the date as of which such
    number of outstanding shares of Common Stock was reported. By written notice to the Company, the holder of a Warrant may from
    time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such
    notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice
    is delivered to the Company.


 


	 	4.	Adjustments.


 


	 	4.1.	Stock Dividends - Split Ups. If after the date
    hereof, the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock,
    or by a split up of the Common Stock, or other similar event, then, on the effective date of such stock dividend, split up
    or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion
    to such increase in outstanding shares of Common Stock. A rights offering to all holders of the shares of Common Stock entitling
    holders to purchase shares of Common Stock at a price less than the “Fair Market Value” (as defined below) shall
    be deemed a stock dividend of a number of shares of Common Stock equal to the product of (i) the number of shares of Common
    Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that
    are convertible into or exercisable for the shares of Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the
    price per share of Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection
    4.1, (i) if the rights offering is for securities convertible into or exercisable for shares of Common Stock, in determining
    the price payable for the shares of Common Stock, there shall be taken into account any consideration received for such rights,
    as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume
    weighted average price of the shares of Common Stock as reported during the ten (10) trading day period ending on the trading
    day prior to the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market,
    regular way, with the right to receive such rights.


 


	 	4.2.	Aggregation of Shares. If after the date hereof,
    the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse share split or reclassification
    of the Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse share
    split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall
    be decreased in proportion to such decrease in outstanding Common Stock.


 




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	 	4.3.	Extraordinary Dividends. If the Company, at
    any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall pay a dividend or make
    a distribution in cash, securities or other assets to the holders of the Common Stock on account of such Common Stock (or
    other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in
    subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders
    of the Common Stock in connection with a proposed initial Business Combination, (d) as a result of the repurchase of Common
    Stock by the Company in connection with an initial Business Combination or as otherwise permitted by the Investment Management
    Trust Agreement between the Company and the Warrant Agent dated of even date herewith or (e) in connection with the Company’s
    liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded
    event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective
    immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined
    by the Company’s board of directors, in good faith) of any securities or other assets paid on each share of Common Stock
    in respect of such Extraordinary Dividend. For purposes of this subsection 4.3, “Ordinary Cash Dividends” means
    any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash
    dividends and cash distributions paid on the Common Stock during the 365-day period ending on the date of declaration of such
    dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this
    Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the
    number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price
    of the Units in the Offering).


 


	 	4.4.	Adjustments in Exercise Price. Whenever the
    number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Section 4.1 and
    4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to
    such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the
    exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares
    of Common Stock so purchasable immediately thereafter.


 


	 	4.5.	Replacement of Securities upon Reorganization,
    etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change
    covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case
    of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which
    the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding
    Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of
    the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant
    holders shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified
    in the Warrants and in lieu of the shares of Common Stock immediately theretofore purchasable and receivable upon the exercise
    of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash)
    receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale
    or transfer, that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately
    prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Section 4.1
    or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.4 and this Section 4.5. The provisions of this
    Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other
    transfers.


 


	 	4.6.	Notices of Changes in Warrant. Upon every adjustment
    of the Warrant Price or the number of shares of Common Stock issuable upon exercise of a Warrant, the Company shall give written
    notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase
    or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the exercise of a Warrant, setting
    forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence
    of any event specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5, then, in any such event, the Company shall give written notice
    to each Warrant holder, at the last address set forth for such holder in the warrant register, of the record date or the effective
    date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 




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	 	4.7.	No Fractional Shares. Notwithstanding any provision
    contained in this Warrant Agreement to the contrary, the Company shall not issue fractional shares upon exercise of Warrants.
    If the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share,
    the Company shall, upon such exercise, round down to the nearest whole number the number of the shares of Common Stock to
    be issued to the Warrant holder.


 


	 	4.8.	Form of Warrant. The form of Warrant need not
    be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same
    Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Agreement; provided,
    however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may
    deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether
    in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


	 	4.9.	Other Events. In case any event shall occur
    affecting the Company as to which none of the provisions of preceding subsections of this Section 4 are strictly applicable,
    but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants
    and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of
    independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give
    its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent
    and purpose of this Section 4 and, if such firm determines that an adjustment is necessary, the terms of such adjustment.
    The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such
    opinion.


 


	 	5.	Transfer and Exchange of Warrants.


 


	 	5.1.	Registration of Transfer. The Warrant Agent
    shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such
    Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for
    transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the
    old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to
    the Company from time to time upon request.


 


	 	5.2.	Procedure for Surrender of Warrants. Warrants
    may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant
    Agent shall issue in exchange therefor one or more new Warrants as requested by the registered holder of the Warrants so surrendered,
    representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer
    bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until
    the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating
    whether the new Warrants must also bear a restrictive legend.


 


	 	5.3.	Fractional Warrants. The Warrant Agent shall
    not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant certificate
    for a fraction of a warrant.


 


	 	5.4.	Service Charges. No service charge shall be
    made for any exchange or registration of transfer of Warrants.


 


	 	5.5.	Warrant Execution and Countersignature. The
    Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants
    required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent,
    will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 




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	 	5.6.	Private Warrants and $15 Exercise Price Sponsor
    Warrants. The Warrant Agent shall not register any transfer of Private Warrants or $15 Exercise Price Sponsor Warrants
    until after the consummation by the Company of a Business Combination, except for transfers made in accordance with (a) in
    the case of Private Warrants, the Private Units Purchase Agreement between the Company and 1347 Investors (the “Private
    Units Purchase Agreement”) and (b) in the case of the $15 Exercise Price Sponsor Warrants, the $15 Exercise Price Sponsor
    Warrants Purchase Agreement between the Company and 1347 Investors (the “$15 Exercise Price Sponsor Warrants Purchase
    Agreement”), in each case on the condition that prior to such registration for transfer, the Warrant Agent shall be
    presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such transferee
    agrees to be bound by the terms of the Private Units Purchase Agreement (in the case of the Private Warrants) or the $15 Exercise
    Price Sponsor Warrants Purchase Agreement (in the case of the $15 Exercise Price Sponsor Warrants).


 


	 	6.	Redemption.


 


	 	6.1.	Redemption. Subject to Section 6.4 hereof,
    not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while they are exercisable
    and prior to their expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price
    of $.01 per Warrant (“Redemption Price”), provided that the last sale price of the Common Stock has been at least
    $24.00 per share (subject to adjustment in accordance with Section 4 hereof), on each of twenty (20) trading days within any
    thirty (30) trading day period (“30-Day Trading Period”) ending on the third business day prior to the date on
    which notice of redemption is given and provided further that there is a current registration statement in effect with respect
    to the shares of Common Stock underlying the Warrants for each day in the 30-Day Trading Period and continuing each day thereafter
    until the Redemption Date (defined below).


 


	 	6.2.	Date Fixed for, and Notice of, Redemption.
    In the event the Company shall elect to redeem all of the Warrants, the Company shall fix a date for the redemption (the “Redemption
    Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than 30 days
    prior to the Redemption Date to the registered holders of the Warrants to be redeemed at their last addresses as they shall
    appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been
    duly given whether or not the registered holder received such notice.


 


	 	6.3.	Exercise After Notice of Redemption. The Warrants
    may be exercised, for cash (or on a “cashless basis” in accordance with Section 3 of this Agreement) at any time
    after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption
    Date. In the event the Company determines to require holders of Public Warrants to exercise their Public Warrants on a “cashless
    basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information necessary to calculate the
    number of shares of Common Stock to be received upon exercise of the Public Warrants, including the “Fair Market Value”
    in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive,
    upon surrender of the Warrants, the Redemption Price.


 


	 	6.4.	Exclusion of Certain Warrants. The Company
    understands that the redemption rights provided for by this Section 6 apply only to outstanding Warrants. To the extent a
    person holds rights to purchase Warrants, such purchase rights shall not be extinguished by redemption. However, once such
    purchase rights are exercised, the Company may redeem the Warrants issued upon such exercise provided that the criteria for
    redemption is met. Additionally, any of the Private Warrants or $15 Exercise Price Sponsor Warrants shall not be redeemable
    by the Company as long as such Private Warrants or $15 Exercise Price Sponsor Warrants continue to be held by the initial
    purchasers or their permitted transferees (as prescribed in Section 5.6 hereof). However, once such Private Warrants or $15
    Exercise Price Sponsor Warrants are no longer held by the initial purchasers or their permitted transferees, such Private
    Warrants or $15 Exercise Price Sponsor Warrants shall then be redeemable by the Company pursuant to Section 6 hereof. The
    provisions of this Section 6.4 may not be modified, amended or deleted without the prior written consent of Chardan.


 




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


 


	 	7.1.	No Rights as Shareholder. A Warrant does not
    entitle the registered holder thereof to any of the rights of a shareholder of the Company, including, without limitation,
    the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive
    notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other
    matter.


 


	 	7.2.	Lost, Stolen, Mutilated, or Destroyed Warrants.
    If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity
    or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender
    thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed.
    Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost,
    stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


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


 


	 	7.4.	Registration of Shares of Common Stock. The
    Company agrees that as soon as practicable, but in no event later than fifteen (15) business days after the closing of a Business
    Combination, it shall use its best efforts to file with the SEC a registration statement for the registration under the Act
    of the shares of Common Stock issuable upon exercise of the Warrants, and to cause the same to become effective and to maintain
    the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants
    in accordance with the provisions of this Agreement. In addition, the Company agrees to use its best efforts to register the
    shares of Common Stock issuable upon exercise of the Warrants under state blue sky laws, to the extent an exemption is not
    available. If any such registration statement has not been declared effective by the 60th business day following
    the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the
    61st day after the closing of the Business Combination and ending upon such registration statement being declared effective
    by the SEC, and during any other period after such date of effectiveness when the Company shall fail to have maintained an
    effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such
    Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(d). The Company shall provide the
    Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience)
    stating that (i) the issuance of shares of Common Stock upon exercise of the Warrants on a cashless basis in accordance with
    this Section 7.4 is not required to be registered under the Act and (ii) the shares of Common Stock issued upon such exercise
    will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule
    144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of
    any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be
    obligated to comply with its registration obligations with respect to those Warrants under the first three sentences of this
    Section 7.4. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent
    of Chardan.


 


	 	8.	Concerning the Warrant Agent and Other Matters.


 


	 	8.1.	Payment of Taxes. The Company will from time
    to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance
    or delivery of shares of Common Stock upon the exercise of Warrants, but the Company shall not be obligated to pay any transfer
    taxes in respect of the Warrants or such shares.


 




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	 	8.2.	Resignation, Consolidation, or Merger
    of Warrant Agent.


 


	 	8.2.1.	Appointment of Successor Warrant Agent. The
    Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties
    and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant
    Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant
    Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days
    after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of the Warrant
    (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply
    to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent
    at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation
    organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough
    of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to
    supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with
    all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as
    if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary
    or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring
    to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon
    request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in
    writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers,
    rights, immunities, duties, and obligations.


 


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


 


	 	8.2.3.	Merger or Consolidation of Warrant Agent. Any
    corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from
    any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement
    without any further act.


 


	 	8.3.	Fees and Expenses of Warrant Agent.


 


	 	8.3.1.	Remuneration. The Company agrees to pay the
    Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and will reimburse the Warrant Agent
    upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


	 	8.3.2.	Further Assurances. The Company agrees to perform,
    execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other
    acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of
    the provisions of this Agreement.


 


	 	8.4.	Liability of Warrant Agent.


 


	 	8.4.1.	Reliance on Company Statement. Whenever in
    the performance of its duties under this Warrant Agreement, the Warrant Agent shall deem it necessary or desirable that any
    fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter
    (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established
    by a statement signed by the Chief Executive Officer or Chairman of the Board of the Company and delivered to the Warrant
    Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the
    provisions of this Agreement.


 


	 	8.4.2.	Indemnity. The Warrant Agent shall be liable
    hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant
    Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything
    done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant Agent’s gross
    negligence, willful misconduct, or bad faith.


 




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	 	8.4.3.	Exclusions. The Warrant Agent shall have no
    responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant
    (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition
    contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions
    of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence
    of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or
    warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any
    Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.


 


	 	8.5.	Acceptance of Agency. The Warrant Agent hereby
    accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth
    and, among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account
    for, and pay to the Company, all moneys received by the Warrant Agent for the purchase of shares of Common Stock through the
    exercise of Warrants.


 


	 	8.6.	Waiver. The Warrant Agent hereby waives any
    right of set-off or any other right, title, interest or claim of any kind (“Claim”) in or to any distribution
    of the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and
    between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment
    or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


	 	9.	Miscellaneous Provisions.


 


	 	9.1.	Successors. All the covenants and provisions
    of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective
    successors and assigns.


 


	 	9.2.	Notices. Any notice, statement or demand authorized
    by this Warrant Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall
    be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service
    within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the
    Company with the Warrant Agent), as follows:


 


Jensyn
Acquisition Corp.


800 West
Main Street, Suite 204


Freehold,
New jersey 07728


Attn: Jeffrey
J. Raymond


 


Any notice, statement or demand
authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall
be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service
within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant
Agent with the Company), as follows:


 


Continental Stock Transfer &
Trust Company


17 Battery Place


New York, New York
10004


Attn: Compliance Department


 


with a copy in each
case to:


 


[to be supplied] 


 


and


 




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[to be supplied] 


 


and


 


Chardan Capital Markets,
LLC.


17 State Street, Suite 1600


New York,
New York 10004


Attn:
George Kaufmann, Director Investment Banking


 


	 	9.3.	Applicable Law. The validity, interpretation,
    and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York,
    without giving effect to conflicts of law principles that would result in the application of the substantive laws of another
    jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any
    way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court
    for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
    The Company hereby waives any objection to such exclusive jurisdiction and that any of such courts represent an inconvenient
    forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered
    or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof.
    Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or
    claim.


 


	 	9.4.	Persons Having Rights under this Agreement.
    Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall
    be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the registered holders
    of the Warrants and, for the purposes of Sections 2.5, 6.4, 7.4, 9.4 and 9.8 hereof, Chardan, any right, remedy, or claim
    under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. Chardan
    shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 2.5, 6.4, 7.4, 9.4 and 9.8 hereof.
    All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement shall be for the sole
    and exclusive benefit of the parties hereto (and Chardan with respect to Sections 2.5, 6.4, 7.4, 9.4 and 9.8 hereof) and their
    successors and assigns and of the registered holders of the Warrants.


 


	 	9.5.	Examination of the Warrant Agreement. A copy
    of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan,
    City and State of New York, for inspection by the registered holder of any Warrant. The Warrant Agent may require any such
    holder to submit his Warrant for inspection by it.


 


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


 


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


 


	 	9.8.	Amendments. This Agreement may be amended by
    the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity, or of curing, correcting
    or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters
    or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not
    adversely affect the interest of the registered holders. All other modifications or amendments, including any amendment to
    increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the registered holders
    of a majority of the then outstanding Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or
    extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the registered
    holders. The provisions of this Section 9.8 may not be modified, amended or deleted without the prior written consent of Chardan.


 




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	 	9.9.	Severability. This Warrant Agreement shall
    be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity
    or enforceability of this Warrant Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
    or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Warrant Agreement
    a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[Signature page follows]


 




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


 


	 	JENSYN ACQUISITION CORP.	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


[Signature page to Warrant Agreement between
Jensyn Acquisition Corp. and Continental Stock Transfer & Trust Company]


 









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