Exhibit 4.2


 


NEITHER THIS SECURITY NOR THE SECURITIES
FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS MAY BE REQUIRED TO BE EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES
ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER
OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES
ACT.


 


COMMON STOCK PURCHASE WARRANT


 


AGILE THERAPEUTICS, INC.


 


	Common Stock Warrant Shares: 700,000	Dated: February 10, 2020



 


THIS COMMON STOCK PURCHASE
WARRANT (this “Warrant”) certifies that, for value received, Perceptive Credit Holdings III, LP or its assigns
(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after the date hereof, and on or prior to the close of business on February 10, 2027 (the “Expiration
Date”) but not thereafter, to subscribe for and purchase from Agile Therapeutics, Inc., a Delaware corporation (the “Company”),
up to seven hundred thousand (700,000) shares (as subject to adjustment hereunder, the “Warrant Shares”) of
Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined
in Section 2(b).


 


This Warrant is issued
pursuant to that certain Credit Agreement and Guaranty dated as of February 10, 2020 (the “Credit Agreement”)
by and among the Company, as borrower, the subsidiaries of the Company from time to time party thereto as guarantors, the lenders
from time to time party thereto, and Holder, as administrative agent for the lenders.


 


Section 1.         
Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Warrant, (a) capitalized
terms used and not otherwise defined herein shall have the meanings set forth in the Credit Agreement, and (b) the following terms
shall have the following meanings:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under
common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 






     


     


    

 


“Closing Bid
Price” means for any date, the price determined by the first of the following clauses that applies: (a) if the Common
Stock is then listed or quoted on a Trading Market, the last reported closing bid price for Common Stock for such date (or the
nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg, L.P.,
(b) if the Common Stock is not then listed or quoted for trading on a Trading Market and if prices for the Common Stock are then
reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (c) in all other
cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the
Holder and reasonably acceptable to the Company, the reasonable, actual and documented fees and reasonable, actual and documented
out-of-pocket expenses of which shall be paid by the Company.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common Stock”
means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities
may hereafter be reclassified or changed.


 


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


 


“Common Stock
Equivalents” means any securities of the Company or its wholly owned subsidiaries which would entitle the holder thereof
to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other
instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to
receive, Common Stock.


 


“Convertible
Securities” means any debt, equity or other securities that are, directly or indirectly, convertible into or exchangeable
for Common Stock.


 






    2


     


    

 


“Excluded
Issuance” means the issuance of (a) shares of Common Stock (or options with respect thereto) issued or issuable to
employees or directors of, or consultants to, the Company or any of its subsidiaries pursuant to a plan, agreement or
arrangement approved by the Board of Directors of the Company, (b) warrants issued pursuant to the Credit Agreement and/or
other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the
date of this Warrant, provided that such securities have not been amended since the date of this Warrant to increase
the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (for
purposes of clarity, any decrease in the exercise price, exchange price or conversion price of such securities shall not be
deemed an amendment thereto, if such decrease is as a result of any price-based anti-dilution provision contained in such
securities prior to the date hereof), (c) other securities issued to financial institutions, institutional investors or
lessors in connection with credit arrangements, equipment financings or similar transactions approved by a majority of
disinterested directors of the Company, (d) securities issued pursuant to acquisitions or strategic transactions approved by
a majority of disinterested directors of the Company, provided that any such issuance shall only be to a Person which
is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and
in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which
the Company is issuing securities primarily for the purpose of
raising capital or to an entity whose primary business is investing in securities, provided further that the exclusion
in this clause (d) shall be limited to 12,500,000 shares of Common Stock (as such
number of shares is equitably adjusted for subsequent stock splits, stock combinations, stock dividends and
recapitalizations), and (e) securities issuable under any at-the-market offering programs the Company may establish in
accordance with Rule 415(a)(4) under the Securities Act. In addition, for the avoidance of doubt, “Excluded
Issuances” also include the filing of any registration statement of the Company with the Commission registering
securities of the Company, or the filing of any amendments or supplements thereto, provided that the determination of whether
sales under any such registration statement is an Excluded Issuance will be determined based on the preceding clauses (a) to
(e) hereof.


 


“Fundamental
Transaction” means (a) the Company, directly or indirectly, in one or more related transactions effects any merger or
consolidation of the Company with or into another Person, (b) the Company, directly or indirectly, effects any sale, lease, exclusive
license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of
related transactions, (c) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another
Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other
securities, cash or property and has been accepted by the holders of fifty percent (50%) or more of the outstanding Common Stock,
(d) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization
of the Common Stock (but, for the avoidance of doubt, excluding any transaction, event or occurrence covered by Section 3(a))
or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities,
cash or property, (e) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase
agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme
of arrangement) with another Person whereby such other Person acquires more than fifty percent (50%) of the outstanding shares
of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated
or Affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination).


 


“Marketable
Securities” means securities that (a) are tradable on an established national U.S. or non-U.S. stock exchange or reported
through NASDAQ or a comparable established non-U.S. over-the-counter trading system and (b) are not subject to restrictions on
transfer under the Securities Act or contractual restrictions on transfer.


 






    3


     


    

 


“Options”
means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible Securities.


 


“Person”
means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated
organization or government or department or agency thereof.


 


“Prospectus”
means the prospectus or prospectuses included in any Registration Statement, as amended or supplemented by any prospectus supplement
with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and
by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by
reference in such prospectus or prospectuses.


 


“Registrable
Securities” means (x) any shares of Common Stock held by Holder or issuable upon conversion, exercise or exchange of
any securities owned by Holder at any time (including Warrant Shares exercisable upon exercise of this Warrant), and (y) any shares
of Common Stock issued or issuable with respect to any shares described in subsection (x) above by way of a stock dividend or stock
split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization (it being
understood that for purposes of this Warrant, Holder shall be deemed to be a holder of Registrable Securities whenever Holder has
the right to then acquire or obtain from the Company any Registrable Securities, whether or not such acquisition has actually been
effected). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) a Registration
Statement covering such securities has been declared effective by the SEC and such securities have been disposed of pursuant to
such effective Registration Statement, (ii) such securities are sold under circumstances in which all of the applicable conditions
of Rule 144 (or any similar provisions then in force) under the Securities Act are met, (iii) such securities are otherwise transferred
and such securities may be resold without subsequent registration under the Securities Act, or (iv) such securities shall have
ceased to be outstanding.


 


“Registration
Statement” means any registration statement of the Company which covers any of the Registrable Securities pursuant to
the provisions of this Warrant, including the Prospectus, amendments and supplements to such Registration Statement, including
post-effective amendments, all exhibits and all materials incorporated by reference in such Registration Statement.


 


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Trading Day”
means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE MKT, the Nasdaq Global Market, the Nasdaq Capital Market, the New York Stock Exchange, the OTCQB,
the OTCQX U.S. or the Nasdaq Global Select Market (or any successors to any of the foregoing).


 






    4


     


    

 


“Transfer
Agent” means Broadridge Corporate Issuer Solutions, the current transfer agent of the Company, with a mailing address
of P.O. Box 1342, Brentwood, NY 11717, and any successor transfer agent of the Company.“VWAP” means, for any
date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted
on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (or an equivalent quotation
service acceptable to the Holder and the Company) (based on a Trading Day from 9:30 a.m. (local time in New York City, New York)
to 4:00 p.m. (local time in New York City, New York)) (b) if the Common Stock is not then listed or quoted for trading on a Trading
Market and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc.
(or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the
Common Stock so reported, or (c) in all other cases, the fair market value of a share of Common Stock as determined by an independent
appraiser selected in good faith by the Holder and reasonably acceptable to the Company, the reasonable, actual and documented
fees and reasonable, actual and documented out-of-pocket expenses of which shall be paid by the Company.


 


Section 2.          
Exercise.


 


(a)         Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or
times before the Expiration Date by delivery to the Company (or such other office or agency of the Company as it may
designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company)
of a duly executed facsimile or electronic copy of the Notice of Exercise in the form annexed hereto (the “Notice of
Exercise”) and within two (2) Trading Days of the date said Notice of Exercise is delivered to the Company, the
Company shall have received payment of the aggregate Exercise Price of the Warrant Shares thereby purchased by wire transfer
or cashier’s check drawn on a United States bank or pursuant to the cashless exercise procedure specified in Section
2(c) below. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of
guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the
Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the
Warrant Shares available hereunder and this Warrant has been exercised in full, in which case, the Holder shall surrender
this Warrant to the Company for cancellation within two (2) Trading Days of the date the final Notice of Exercise is
delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of
Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable
hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain
records showing the number of Warrant Shares purchased and the date of such purchases. The Holder and any assignee, by
acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase
of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time
may be less than the amount stated on the face hereof.


 






    5


     


    

 


In the event that immediately
prior to the close of business on the Expiration Date, the Closing Bid Price of one share of Common Stock is greater than the then
applicable Exercise Price, this Warrant shall be deemed to be automatically exercised as a “cashless exercise” pursuant
to Section 2(c) below, and the Company shall deliver the applicable number of shares of Common Stock to the Holder pursuant
to the provisions of Section 2(d) below.


 


(b)        
Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $4.67, subject to adjustment
hereunder (the “Exercise Price”).


 


(c)        
Cashless Exercise. This Warrant may be exercised, in whole or in part, at any time by means of a “cashless
exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing
[(A-B) (X)] by (A) (a “Cashless Exercise”), where:


 


(A) = the VWAP on the Trading
Day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,”
as set forth in the applicable Notice of Exercise;


 


(B) = the Exercise Price of this
Warrant, as adjusted hereunder; and


 


(X) = the number of Warrant Shares
that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means
of a cash exercise rather than a cashless exercise or, if only a portion of this Warrant is being exercised, the portion of this
Warrant being cancelled.


 


(d)        
Mechanics of Exercise.


 


(i)          Delivery
of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be transmitted by the Transfer Agent to the
Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or
Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and the
Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 or an
available Registration Statement, and otherwise by physical delivery to the address specified by the Holder in the Notice of
Exercise by the date that is two (2) Trading Days after the delivery to the Company, by 11 a.m. (local time in New York City,
New York) on a Trading Day, of the Notice of Exercise and payment of the aggregate Exercise Price as set forth above
(including by Cashless Exercise) (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall
be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have
become a holder of record of such Warrant Shares for all purposes, as of the date this Warrant has been exercised, with
payment to the Company of the Exercise Price (or by Cashless Exercise) and all taxes required to be paid by the Holder, if
any, pursuant to Section 2(d)(v) prior to the issuance of such Warrant Shares, having been paid. If the Company fails
for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery
Date, other than a failure to deliver caused by the Holder’s failure to pay the applicable Exercise Price for such
Warrant Shares or to timely take such actions as are necessary to post such Warrant Shares in DWAC, the Company shall pay to
the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise
(based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), an amount equal to the Exercise
Price per Trading Day for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or
Holder rescinds such exercise.


 






    6


     


    

 


(ii)        
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at
the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver
to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant,
which new Warrant shall in all other respects be identical with this Warrant.


 


(iii)       
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares
pursuant to Section 2(d)(i) by the third (3rd) Trading Day following the Warrant Share Delivery Date, other than a failure
to deliver caused by the Holder’s failure to pay the applicable Exercise Price for such Warrant Shares or to timely take
such actions as are necessary to post such Warrant Shares in DWAC, then the Holder will have the right to rescind such exercise.


 


(iv)       Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the
Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to an exercise
on or before the second (2nd) Trading Day following the Warrant Share Delivery Date and such failure is not caused by any act
or omission of the Holder, and if after such date the Holder is required by its broker to purchase (in an open market
transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares
which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in
cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions,
if any) for the shares of Common Stock so purchased (provided, Holder exercises reasonable efforts to minimize the
amount of such purchase price) exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the
Company was required to deliver to the Holder in connection with the exercise at issue by (2) the actual sale price at which
the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate
the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case
such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been
issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder
purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise to
acquire Warrant Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of
the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the
Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the
Company, evidence of the amount of such loss. Nothing herein shall limit a 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 Warrant Shares upon exercise of the Warrant
as required pursuant to the terms hereof.


 


(v)       
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon
the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such
exercise, the Company shall round up to the next whole share.


 


(vi)       
Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue
or transfer tax or other incidental expense in respect of the issuance of Warrant Shares, all of which taxes and expenses shall
be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed
by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the
name of the Holder, this Warrant when surrendered for exercise shall be accompanied by a completed Assignment Form in the form
attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient
to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing
of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing
similar functions) required for same-day electronic delivery of the Warrant Shares.


 


(vii)     
Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely
exercise of this Warrant, pursuant to the terms hereof.


 






    7


     


    

 


(e)         Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to
exercise any portion of this Warrant, pursuant to this Section 2 or otherwise, to the extent that after giving effect
to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the
Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s
Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes
of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall
include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination
is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the
remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates, and (ii) exercise
or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without
limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation
contained herein beneficially owned by the Holder or any of its Affiliates.  Except as set forth in the preceding
sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d)
of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the
Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and
the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the
limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in
relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is
exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be
the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder
together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial
Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In
addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d)
of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in
determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common
Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case
may be, (B) a more recent public announcement by the Company, or (C) a more recent written notice from the Company or the
Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written request of a Holder, the
Company shall within three (3) Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock
then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to
the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the
date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership
Limitation” shall be 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect
to the applicable issuance of shares of Common Stock issuable upon exercise of this Warrant, provided that the Holder
may decrease such Beneficial Ownership Limitation upon written notice to the Company. The provisions of this paragraph shall
be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to
correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership
Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such
limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.


 


(f)         
No Violation. The Company shall take all such actions as may be necessary to ensure that all such Warrant Shares are issued without violation
by the Company of any applicable law or governmental regulation or of any requirements of any domestic securities exchange upon
which shares of Common Stock or other securities constituting Warrant Shares may be listed at the time of such exercise (except
for official notice of issuance which shall be immediately delivered by the Company upon each such issuance).


 






    8


     


    





 


Section 3.               
Certain Adjustments. In order to prevent dilution of the purchase rights granted under this Warrant Certificate,
the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant Certificate shall be subject to adjustment
from time to time as provided in this Section 3. Notwithstanding anything herein to the contrary, the provisions of
Section 3(a), 3(c) and 3(g) (solely as it relates to transactions or events of the type contemplated by the
provisions of Section 3(a) and 3(c)) shall only be applicable during the period commencing on January 1, 2021 and
ending on December 31, 2022.


 


(a)              
Adjustment to Exercise Price Upon Issuance of Common Stock. Subject to Section 3(c), if the Company shall,
at any time after the date hereof (the “Issue Date”), issue or sell any shares of Common Stock, whether directly
or indirectly by way of Options or Convertible Securities (other than in an Excluded Issuance or any event described in Section 3(d)
or (e)), without consideration or for consideration per share less than the Exercise Price in effect immediately prior to
such issuance or sale, then immediately upon such issuance or sale, the Exercise Price in effect immediately prior to such issuance
or sale shall be reduced (and in no event increased) to an Exercise Price equal to the quotient obtained by dividing:


 


(i)                
the sum of (A) the product obtained by multiplying the Common Stock Deemed Outstanding immediately prior to such issuance
or sale (or deemed issuance or sale) by the Exercise Price then in effect plus (B) the aggregate consideration, if any, received
by the Company upon such issuance or sale (or deemed issuance or sale); by


 


(ii)             
the sum of (A) the Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or
sale) plus (B) the aggregate number of shares of Common Stock issued or sold (or deemed issued or sold) by the Company in
such issuance or sale (or deemed issuance or sale);


 


provided,
for the avoidance of doubt, the number of Warrant Shares issued pursuant to this Warrant Certificate will not be adjusted in the
event that the Exercise Price is adjusted under Section 3(a).


 


(b)              
Intentionally Omitted.


 


(c)              
Effect of Certain Events on Adjustment to Exercise Price. For purposes of determining the adjusted Exercise Price
under Section 3(a), the following shall be applicable:


 


(i)                 Issuance
of Options. If the Company shall, at any time or from time to time after the date hereof, in any manner grant or sell
(whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert
or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price
per share (determined as provided in this Section 3(c)(i) and in Section 3(c)(v)) for which Common Stock
is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the
exercise of such Options is less than the Exercise Price in effect immediately prior to the time of the granting or sale of
such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon
conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall
be deemed to have been issued as of the date of granting or sale of such Options (and thereafter shall be deemed to be
outstanding for purposes of adjusting the Exercise Price under Section 3(a)), at a price per share equal to the
quotient obtained by dividing:


 






    9


     


    

 


(A)            
the sum (which sum shall constitute the applicable consideration received for purposes of Section 3(a)) of (1) the
total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus
(2) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus
(3), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration,
if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all
such Convertible Securities, by


 


(B)             
the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion
or exchange of all Convertible Securities issuable upon the exercise of all such Options.


 


Except as otherwise provided in
Section 3(c)(iii), no further adjustment of the Exercise Price shall be made upon the actual issuance of Common Stock or
of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange
of Convertible Securities issuable upon exercise of such Options.


 


(ii)              Issuance
of Convertible Securities. If the Company shall, at any time or from time to time after the Issue Date, in any manner
grant or sell (whether directly or by assumption in a merger or otherwise) any Convertible Securities, whether or not the
right to convert or exchange any such Convertible Securities is immediately exercisable, and the price per share (determined
as provided in this Section 3(c)(ii) and in Section 3(c)(v)) for which Common Stock is issuable upon the
conversion or exchange of such Convertible Securities is less than the Exercise Price in effect immediately prior to the time
of the granting or sale of such Convertible Securities, then the total maximum number of shares of Common Stock issuable upon
conversion or exchange of the total maximum amount of such Convertible Securities shall be deemed to have been issued as of
the date of granting or sale of such Convertible Securities (and thereafter shall be deemed to be outstanding for purposes of
adjusting the Exercise Price pursuant to Section 3(a)), at a price per share equal to the quotient obtained by dividing:


 






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(A)            
the sum (which sum shall constitute the applicable consideration received for purposes of Section 3(a)) of (1) the
total amount, if any, received or receivable by the Company as consideration for the granting or sale of such Convertible Securities,
plus (2) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange
of all such Convertible Securities, by


 


(B)             
the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible
Securities.


 


Except as otherwise provided in
Section 3(c)(iii), (A) no further adjustment of the Exercise Price shall be made upon the actual issuance of Common
Stock upon conversion or exchange of such Convertible Securities and (B) no further adjustment of the Exercise Price shall
be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible
Securities for which adjustments of the Exercise Price have been made pursuant to the other provisions of this Section 3(c).


 


(iii)           
Change in Terms of Options or Convertible Securities. Upon any change in any of (A) the total amount received or
receivable by the Company as consideration for the granting or sale of any Options or Convertible Securities referred to in Section
3(c)(i) or (ii), (B) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the
exercise of any Options or upon the issuance, conversion or exchange of any Convertible Securities referred to in Section 3(c)(i)
or (ii), (C) the rate at which Convertible Securities referred to in Section 3(c)(i) or (ii) are convertible
into or exchangeable for Common Stock, or (D) the maximum number of shares of Common Stock issuable in connection with any Options
referred to in Section 3(c)(i) or any Convertible Securities referred to in Section 3(c)(ii) (in each case, other
than in connection with an Excluded Issuance), then (whether or not the original issuance or sale of such Options or Convertible
Securities resulted in an adjustment to the Exercise Price pursuant to this Section 3) the Exercise Price in effect at the
time of such change shall be adjusted or readjusted, as applicable, to the Exercise Price which would have been in effect at such
time pursuant to the provisions of this Section 3 had such Options or Convertible Securities still outstanding provided
for such changed consideration, conversion rate or maximum number of shares, as the case may be, at the time initially granted,
issued or sold, but only if as a result of such adjustment or readjustment the Exercise Price then in effect is reduced.


 


(iv)             Treatment
of Expired or Terminated Options or Convertible Securities. Upon the expiration or termination of any unexercised Option
(or portion thereof) or any unconverted or unexchanged Convertible Security (or portion thereof) for which any adjustment
(either upon its original issuance or upon a revision of its terms) was made pursuant to this Section 3 (including
without limitation upon the redemption or purchase for consideration of all or any portion of such Option or Convertible
Security by the Company), the Exercise Price then in effect hereunder automatically shall be changed to the Exercise Price
which would have been in effect at the time of such expiration or termination had such unexercised Option (or portion
thereof) or unconverted or unexchanged Convertible Security (or portion thereof), to the extent outstanding immediately prior
to such expiration or termination, never been issued.


 






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(v)              
Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date,
issue or sell, or pursuant to Section 3(c) be deemed to have issued or sold, any shares of Common Stock, Options or Convertible
Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company
therefor; (B) for Marketable Securities, the amount of consideration received therefor shall be deemed to be the market price
(as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for
such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash
or Marketable Securities, the amount of consideration received therefor shall be deemed to be the fair value of such consideration;
(D) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company,
together comprising one integrated transaction, the amount of consideration received therefor shall be deemed to be to be the fair
value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares
of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction; or (E) to the owners of
the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration
received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity
as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners.
The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities shall
be determined in good faith jointly by the Board of Directors of the Company and the Holder.


 


(vi)            
Record Date. For purposes of any adjustment to the Exercise Price or the number of Warrant Shares in accordance
with this Section 3, or any adjustment to the Number of Warrant Shares pursuant to Section 3(d) or 3(e),
in case the Company shall take a record of the holders of its Common Stock for the purpose of entitling them (A) to receive a
dividend or other distribution payable in Common Stock, Options or Convertible Securities or (B) to subscribe for or purchase
Common Stock, Options or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of
the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other
distribution or the date of the granting of such right of subscription or purchase, as the case may be.


 






    12


     


    

 


(vii)         
Treasury Shares. 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 or any of its wholly-owned subsidiaries, and the disposition of any such shares (other
than the cancellation or retirement thereof or the transfer of such shares among the Company and its wholly-owned subsidiaries)
shall be considered an issue or sale of Common Stock for the purpose of this Section 3.


 


(d)              
Adjustment to Exercise Price and Warrant Shares Upon Dividend, Subdivision or Combination of Common Stock. If the
Company shall, at any time or from time to time after the Issue Date, (i) pay a dividend or make any other distribution upon the
Common Stock or any other capital stock of the Company payable in shares of Common Stock or in Options or Convertible Securities,
or (ii) subdivide (by any stock split, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number
of shares, the Exercise Price in effect immediately prior to any such dividend, distribution or subdivision shall be proportionately
reduced and the number of Warrant Shares issuable upon exercise of this Warrant Certificate shall be proportionately increased.
If the Company at any time combines (by combination, reverse stock split or otherwise) its outstanding shares of Common Stock into
a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall be proportionately increased
and the number of Warrant Shares issuable upon exercise of this Warrant Certificate shall be proportionately decreased. Any adjustment
under this Section 3(d) shall become effective at the close of business on the date the dividend, subdivision or combination
becomes effective.


 


(e)              
Adjustment to Exercise Price and Warrant Shares Upon Reorganization, Reclassification, Consolidation or Merger. Unless
the Holder otherwise consents (in its sole discretion), in the event of any (A) capital reorganization of the Company, (B) reclassification
of the stock of the Company (other than a change in par value or from par value to no par value or from no par value to par value
or as a result of a stock dividend or subdivision, split-up or combination of shares), (C) Fundamental Transaction or (D) other
similar transaction (other than any such transaction covered by Section 3(d)), in each case which entitles the holders of
Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange
for Common Stock:


 


(i)                 this
Warrant Certificate shall, immediately after such transaction, remain outstanding and shall thereafter, in lieu of or in
addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant Certificate, be exercisable
for the kind and number of shares of stock or other securities or assets of the Company or of the successor Person resulting
from such transaction to which the Holder would have been entitled upon such transaction if the Holder had exercised this
Warrant Certificate in full immediately prior to the time of such transaction and acquired the applicable number of Warrant
Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on
the exercisability of this Warrant Certificate); and


 






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(ii)             
appropriate adjustment (in form and substance satisfactory to the Holder) shall be made with respect to the Holder’s
rights under this Warrant Certificate to insure that the provisions of this Section 3 shall thereafter be applicable,
as nearly as possible, to this Warrant Certificate in relation to any shares of stock, securities or assets thereafter acquirable
upon exercise of this Warrant Certificate (including, in the case of any transaction in which the successor or purchasing Person
is other than the Company, an immediate adjustment in the Exercise Price to the value per share for the Common Stock reflected
by the terms of such transaction, and a corresponding adjustment immediately shall be made to the number of Warrant Shares acquirable
upon exercise of this Warrant Certificate, without regard to any limitations or restrictions on exercise, if the value so reflected
is less than the Exercise Price in effect immediately prior to such transaction).


 


The provisions of this Section 3(e)
shall similarly apply to successive reorganizations, reclassifications, Fundamental Transactions or similar transactions.


 


Notwithstanding anything to the
contrary contained herein, with respect to any corporate event or other transaction contemplated by this Section 3(e),
the Holder shall have the right to elect, prior to the consummation of such event or transaction, to exercise this Warrant instead
of giving effect to Section 3(e).


 


(f)               
Other Dividends and Distributions. If the Company shall, at any time or from time to time after the Issue Date, make
or declare, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or any other
distribution payable in cash, securities of the Company (other than a dividend or distribution of shares of Common Stock, Options
or Convertible Securities in respect of outstanding shares of Common Stock) or other property, then, and in each such event, the
Company shall ensure that provisions are made so that the Holder shall receive upon exercise of this Warrant Certificate, in addition
to the number of Warrant Shares receivable thereupon, the kind and amount of cash, securities of the Company or other property
which the Holder would have been entitled to receive had this Warrant Certificate been exercised in full into Warrant Shares on
the date of such event and had the Holder thereafter, during the period from the date of such event to and including the date of
exercise, retained such cash, securities or other property receivable by them as aforesaid during such period, giving application
to all adjustments called for during such period under this Section 3 with respect to the rights of the Holder; provided
that no such provision shall be made if the Holder receives, simultaneously with the distribution to the holders of Common Stock,
a dividend or other distribution of such securities, cash or other property in an amount equal to the amount of such securities,
cash or other property as the Holder would have received if this Warrant Certificate had been exercised in full into Warrant Shares
on the date of such event.


 


(g)               Certain
Events. If any event of the type contemplated by the provisions of this Section 3 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 in each case, other than with respect to any Excluded Issuance) occurs, then the Board of
Directors of the Company shall make an appropriate adjustment in the Exercise Price of this Warrant Certificate so as to
protect the rights of the Holder in a manner consistent with the provisions of this Section 3; provided
that (i) no such adjustment pursuant to this Section 3(g) shall increase the Exercise Price or decrease the
number of Warrant Shares issuable as otherwise determined pursuant to this Section 3 and (ii) for the avoidance
of doubt, no adjustment pursuant to this Section 3(g) shall be made in connection with an Excluded Issuance.


 






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(h)              
Certificate as to Adjustment. As promptly as reasonably practicable following any adjustment of the Exercise Price,
but in any event not later than three business days thereafter, the Company shall furnish to the Holder a certificate of an executive
officer setting forth in reasonable detail such adjustment and the facts upon which it is based and certifying the calculation
thereof. As promptly as reasonably practicable following the receipt by the Company of a written request by the Holder, but in
any event not later than three business days thereafter, the Company shall furnish to the Holder a certificate of an executive
officer certifying the Exercise Price then in effect and the number of Warrant Shares or the amount, if any, of other shares of
stock, securities or assets then issuable upon exercise of this Warrant Certificate.


 


(i)                Fundamental
Transaction. If, at any time while this Warrant is outstanding, the Company effects a Fundamental Transaction, then, upon
any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have
been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the
Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of
Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any
additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental
Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to
such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For
purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such
Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock
in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a
reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of
Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then
the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant
following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which
the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of
the Company under this Warrant pursuant to written agreements in form and substance reasonably satisfactory to the Holder and
approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the
Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written
instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of
shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable
and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this 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 number of shares of capital stock and such Exercise Price being for the
purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental
Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such
Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of
such Fundamental Transaction, the provisions of this Warrant and the other Loan 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 Warrant and the other Loan Documents with the same effect as if
such Successor Entity had been named as the Company herein.


 






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(j)                
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th
of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued
and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any)
issued and outstanding.


 


(k)               Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on
the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock,
(C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or
purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall
be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is
a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange
whereby the Common Stock is converted into other securities, cash or property, (E) the Company shall authorize the voluntary
or involuntary dissolution, liquidation or winding up of the affairs of the Company, or (F) the Company seeks to engage in a
Fundamental Transaction, then, in each case, the Company shall cause to be mailed to the Holder at its last address as it
shall appear upon the Warrant Register (as defined below) of the Company, at least twenty (20) calendar days prior to the
applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for
the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of
which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or
warrants are to be determined or (y) the date on which such Fundamental Transaction, reclassification, consolidation, merger,
sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that
holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or
other property deliverable upon such Fundamental Transaction, reclassification, consolidation, merger, sale, transfer or
share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall
not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice
required to be provided hereunder may contain information that constitutes material, non-public information regarding the
Company or any of its subsidiaries, the Company shall obtain the Holder’s prior consent to receipt of such notice. If
the Holder declines to receive any such notice pursuant to the immediately preceding sentence, the Company shall not be
deemed to have breached its obligation to deliver such notice hereunder. The Holder shall remain entitled to exercise this
Warrant during the 20-day period commencing on the date of such notice through the effective date of the event triggering
such notice except as may otherwise be expressly set forth herein.


 






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Section 4.               
Intentionally Omitted.


 


Section 5.               
Transfer of Warrant.


 


(a)            
Transferability. Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder
(including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant
at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially
in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes
payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver
a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified
in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned,
and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required
to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder
shall surrender this Warrant to the Company within two (2) Trading Days of the date the Holder delivers to the Company a completed
Assignment Form in the form attached hereto duly executed by the Holder assigning all or any portion of this Warrant. This Warrant,
if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having
a new Warrant issued.


 


(b)              
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid
office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued,
signed by the Holder or its agent or attorney. Subject to compliance with Section 5(a), as to any transfer which may be
involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant
or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated
as of the Issue Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 


(c)               Transferee
Representations. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the
transfer of this Warrant shall not be eligible for resale without volume or manner-of-sale restrictions or current public
information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the
Holder or transferee of this Warrant, as the case may be, deliver a written statement from the transferee to the Company
certifying that the transferee is an “accredited investor” as defined in Rule 501(a) under the Securities Act,
making the representations and certifications set forth in Section 5(e) of this Warrant and making such
additional representations as the Company may, after consultation with its counsel, require in order to confirm compliance
with applicable securities laws.


 






    17


     


    

 


(d)              
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that
purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may
deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any
distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


 


(e)              
Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring
this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and
not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act
or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.


 


Section 6.                 
Miscellaneous.


 


(a)              
No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting
rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i),
except as expressly set forth in Section 3. Without limiting the rights of a Holder to receive Warrant Shares on a
 “cashless exercise,” in no event will the Company be required to net cash settle an exercise of this Warrant.


 


(b)              
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to
the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in
the case of this Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock
certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.


 


(c)               Removal
of Restrictive Legends. Neither this Warrant nor any certificates evidencing Warrant Shares shall contain any legend
restricting the transfer thereof in any of the following circumstances: (A) following any sale of this Warrant or such
Warrant Shares issued or delivered to the Holder under or in connection herewith pursuant to Rule 144, (B) if this
Warrant or such Warrant Shares are eligible for sale under Rule 144(b)(1), or (C) if such legend is not required under
applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of
the Commission) (collectively, the “Unrestricted Conditions”). In such circumstances, the Company shall
seek to cause its counsel to issue a legal opinion to the Transfer Agent if required by such Transfer Agent to effect the
issuance of Warrant Shares, without a restrictive legend or removal of the legend hereunder. If the Unrestricted Conditions
are met at the time of issuance of this Warrant, the Warrant Shares or such other shares of Common Stock, then this Warrant,
Warrant Shares or other Common Stock, as the case may be, shall be issued free of all legends.


 






    18


     


    

 



 


(d)          
Replacement Warrant. The Company agrees that at such time as the Unrestricted Conditions have been satisfied it shall
promptly (but in any event within ten (10) Business Days) following written request from the Holder issue a replacement Warrant
or replacement Warrant Shares or replacement shares in respect of such other Common Stock, as the case may be, free of all restrictive
legends (“Unlegended Shares”).


 


(e)          
Authorized Shares. The Company covenants that, during the period this Warrant is outstanding, it will reserve from
its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the
exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute
full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase
rights under this Warrant. The Company will take all such action as may be necessary to assure that such Warrant Shares may be
issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon
which the Common Stock is listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase
rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such
Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes,
liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring
contemporaneously with such issue).


 


(f)            No
Impairment. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action,
including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as
set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not
increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such
increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and
legally issue unrestricted, fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (iii) use
commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body
having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant. Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable
or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may
be necessary from any public regulatory body or bodies having jurisdiction thereof.


 






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


 


(i)          
make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act;


 


(ii)         
use reasonable best efforts to file with the SEC in a timely manner all reports and other documents required of the Company
under the Securities Act and the Exchange Act; and


 


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


 


(h)          
Governing Law. This Warrant and the rights and obligations of the parties hereunder shall be governed by, and construed
in accordance with, the law of the State of New York, without regard to principles of conflicts of laws that would result
in the application of the laws of any other jurisdiction.


 


(i)           
Submission to Jurisdiction. The Company agrees that any suit, action or proceeding with respect to this Warrant or
any judgment entered by any court in respect thereof may be brought initially in the federal or state courts in New York,
New York or in the courts of its own corporate domicile and irrevocably submits to the exclusive jurisdiction of each such
court for the purpose of any such suit, action, proceeding or judgment. This Section is for the benefit of the Holder only and,
as a result, the Holder shall not be prevented from taking proceedings in any other courts with jurisdiction. To the extent allowed
by any applicable law, the Holder may take concurrent proceedings in any number of jurisdictions.


 


(j)           
Waiver of Venue, Etc. The Company irrevocably waives to the fullest extent permitted by law any objection that it
may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Warrant
and hereby further irrevocably waives to the fullest extent permitted by law any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. A final judgment (in respect of which time for all appeals
has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of
which the Company is or may be subject, by suit upon judgment.


 






    20


     


    

 


(k)          
Waiver of Jury Trial. THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.


 


(l)            
No Waiver. No failure on the part of the Holder to exercise and no delay in exercising, and no course of dealing
with respect to, any right, power or privilege under this Warrant shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege under this Warrant preclude any other or further exercise thereof or the exercise of
any other right, power or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by
law.


 


(m)         
Expenses. If the Company fails to comply with any provision of this Warrant, which results in any material damages
to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any actual, reasonable and documented
attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant
hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.


 


(n)          
Notices. All notices, requests, instructions, directions and other communications provided for herein (including
any modifications of, or waivers, requests or consents under, this Warrant) shall be given or made in writing (including by telecopy
or email) delivered, if to the Company or the Holder, to its address specified on the signature pages hereto, or at such other
address as shall be designated by such party in a written notice to the other party. Except as otherwise provided in this Warrant,
all such communications shall be deemed to have been duly given upon receipt of a legible copy thereof, in each case given or addressed
as aforesaid. All such communications provided for herein by telecopy shall be confirmed in writing promptly after the delivery
of such communication (it being understood that non-receipt of written confirmation of such communication shall not invalidate
such communication).


 


(o)          
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise
this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to
any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability
is asserted by the Company or by creditors of the Company.


 


(p)          
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of
damages, will be entitled to seek specific performance of its rights under this Warrant. The Company agrees that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby
agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.


 


(q)          
Successors and Assigns. Subject to applicable securities laws, this Warrant


 


and the rights and obligations
evidenced hereby shall be binding upon and inure to the benefit of the successors and permitted assigns of the Company and the
successors and permitted assigns of the Holder. The provisions of this Warrant are intended to be for the benefit of any Holder
from time to time of this Warrant and shall be enforceable by the Holder or any holder of Warrant Shares.


 


(r)          
Amendments, Etc. Except as otherwise expressly provided in this Warrant, any provision of this Warrant may be modified
or supplemented only by an instrument in writing signed by the Company and the Holder.


 


(s)          
Severability. If any provision hereof is found by a court to be invalid or unenforceable, to the fullest extent permitted
by any applicable Law the parties agree that such invalidity or unenforceability shall not impair the validity or enforceability
of any other provision hereof.


 


(t)           
Captions. The captions and section headings appearing herein are included solely for convenience of reference and
are not intended to affect the interpretation of any provision of this Warrant.


 


(u)          
Counterparts. This Warrant may be executed in any number of counterparts, all of which taken together shall constitute
one and the same instrument and any of the parties hereto may execute this Warrant by signing any such counterpart.


 


(Signature Page Follows)


 






    21


     


    

 


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


 


	 	Agile
    Therapeutics, Inc.
	 	 
	 	By:  	/s/ Dennis Reilly
	 	 	Name: Dennis Reilly
	 	 	Title: Chief Financial Officer and Treasurer  
	 	 
	 	Address
    for Notices:  
	 	 
	 	Agile
    Therapeutics, Inc.
	 	101
    Poor Farm Road
	 	3rd
    Floor
	 	Princeton,
    New Jersey 08540
	 	Attention:
    Dennis Reilly  
	 	 
	 	With
    a copy to (which shall not constitute notice):  
	 	 
	 	Morgan,
    Lewis & Bockius LLP
	 	1701
    Market Street
	 	Philadelphia,
    PA 19103-2921
	 	Attention:
    Andrew Budreika  





 


[Signature Page to Warrant]


 






     


     


    

 


	Accepted
    and Agreed,	 
	 	 
	Perceptive
    Credit Holdings III, LP	 
	By:
    Perceptive Credit Opportunities GP, LLC, its general partner	 
	 	 
	By: 	/s/ Sandeep Dixit	 
	 	Name: Sandeep Dixit	 
	 	Title: Chief Credit Officer	 
	 	 
	By: 	/s/
Sam Chawla	 
	 	Name: Sam Chawla	 
	 	Title: Portfolio Manager	 
	 	 
	Address
    for Notices:	 
	 	 
	Perceptive
    Credit Holdings III, LP	 
	c/o
    Perceptive Advisors LLC	 
	51
    Astor Place, 10th Floor	 
	New York,
    NY 10003	 
	Attn:
    Sandeep Dixit	 
	Email:
    Sandeep@perceptivelife.com	 




 


[Signature Page to Warrant]


 






      


     


    

 


NOTICE OF EXERCISE


 


To:AGILE
THERAPEUTICS, INC.


 


(1)              
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant
(only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer
taxes, if any.


 


(2)              
Payment shall take the form of (check applicable box):


 


 ̈ in lawful money of the United
States; or


 


 ̈ the cancellation
of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise
this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth
in subsection 2(c).


 


(3)              
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


_______________________________


 


Check applicable box and fill in information:


 ̈ The Warrant Shares
shall be delivered to the following DWAC Account Number:


_______________________________


 


_______________________________


 


_______________________________


 ̈ The Warrant Shares
shall be delivered by physical delivery of a certificate to:


 


_______________________________


 


_______________________________


 


_______________________________


 


[SIGNATURE
OF HOLDER]


 


Name of Investing Entity: ______________________________________________________________


Signature of Authorized Signatory of
Investing Entity: ________________________________________


Name of Authorized Signatory: __________________________________________________________


Title of Authorized Signatory: ___________________________________________________________


Date: _______________________________________________________________________________


  






     


     


    

  


ASSIGNMENT FORM


 


(To assign the
foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


 


FOR VALUE RECEIVED,
the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 




	Name of Person to Whom Warrant is being Transferred:	 
	 	 
	Address of Person to Whom Warrant is being Transferred:	 
	 	 
	Number of Shares Subject to Warrant being Transferred:	 
	 	 
	Dated: _______________ __, ______	 
	 	 
	Holder’s Name:	 
	 	 
	Holder’s Signature:	 
	 	 
	Name of Authorized Signatory:	 
	 	 
	Title of Authorized Signatory:	 
	 	 
	Holder’s Address: