Exhibit
4.2


 


WARRANT
AGENCY AGREEMENT


 


WARRANT
AGENCY AGREEMENT, dated as of February __, 2020 (“Agreement”), between PolarityTE, Inc., a Delaware corporation
(the “Company”), and Equity Stock Transfer, LLC (the “Warrant Agent”).


 


W
I T N E S S E T H


 


WHEREAS,
pursuant to a registered offering by the Company of one share of common stock, par value $0.001 per share (the “Common
Stock”), and a warrant to purchase [one] share of Common Stock (the “Warrants”), pursuant to an effective
registration statement on Form S-3 (File No. 333-229584), the Company wishes to issue Warrants in book entry form entitling the
respective holders of the Warrants (the “Holders,” which term shall include a Holder’s transferees, successors
and assigns), to purchase an aggregate of up to 10,638,298 shares of Common Stock upon the terms and subject to the conditions
hereinafter set forth (the “Offering”);


 


WHEREAS,
the shares of Common Stock and Warrants to be issued in connection with the Offering shall be immediately separable and will be
issued separately, but will be purchased together in the Offering; and


 


WHEREAS,
the Company wishes the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection
with the issuance, registration, transfer, exchange, exercise and replacement of the Warrants and, in the Warrant Agent’s
capacity as the Company’s transfer agent, the delivery of the Warrant Shares.


 


NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:


 


Section
1. Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated:


 


(a)
“Affiliate” has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).


 


(b)
“Business Day” means any day except any Saturday, any Sunday, any day, which is a federal legal holiday in
the United States or any day on which The Nasdaq Stock Market is authorized or required by law or other governmental action to
close.


 


(c)
“Close of Business” on any given date means 5:00 p.m., Eastern time, on such date; provided, however,
that if such date is not a Business Day it means 5:00 p.m., Eastern time, on the next succeeding Business Day.


 


(d)
“Person” means an individual, corporation, association, partnership, limited liability company, joint venture,
trust, unincorporated organization, government or political subdivision thereof or governmental agency or other entity.


 


(e)
“Registration Statement” means, collectively, the shelf registration statement prepared by the Company on Form
S-3 (File No. 333-229584), including a base prospectus, relating to the Warrant Certificates and Warrant Shares, as amended as
of the date hereof, as supplemented by any prospectus supplement pursuant to Rule 424(b) of the Securities Act of 1933, as amended,
and all exhibits filed with or incorporated by reference into such registration statement.


 




    	 	 	 



    	 



    

 


(f)
“Warrant Certificate” means a certificate in substantially the form attached as Exhibit 1 hereto, representing
such number of Warrant Shares as is indicated therein, provided that any reference to the delivery of a Warrant Certificate in
this Agreement shall include delivery of notice from the Depositary or a Participant (each as defined below) of the transfer or
exercise of Warrant in the form of a Global Warrant (as defined below).


 


(g)
“Warrant Shares” means the shares of Common Stock underlying the Warrants and issuable upon exercise of the
Warrants.


 


All
other capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Warrant Certificate.


 


Section
2. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance
with the terms and conditions hereof, and the Warrant Agent hereby accepts such appointment. The Company may from time to time
appoint a Co-Warrant Agent with the prior consent of the Warrant Agent, such consent not to be unreasonably withheld, delayed
or conditioned. The Warrant Agent shall have no duty to supervise, and will in no event be liable for the acts or omissions of,
any co-Warrant Agent.


 


Section
3. Global Warrants.


 


(a)
The Warrants shall be issuable in book entry form (the “Global Warrants”). All of the Warrants shall initially
be represented by one or more Global Warrants deposited with the Warrant Agent and registered in the name of Cede & Co., a
nominee of The Depository Trust Company (the “Depositary”), or as otherwise directed by the Depositary. Ownership
of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records
maintained by (i) the Depositary or its nominee for each Global Warrant or (ii) institutions that have accounts with the Depositary
(such institution, with respect to a Warrant in its account, a “Participant”).


 


(b)
If the Depositary subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct
the Warrant Agent regarding other arrangements for book-entry settlement. In the event that the Warrants are not eligible for,
or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions
to the Depositary to deliver to the Warrant Agent for cancellation each Global Warrant, and the Company shall instruct the Warrant
Agent to deliver to each Holder a Warrant Certificate.


 


(c)
A Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant Certificate
Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for the exchange of some or all of such
Holder’s Global Warrants for a Warrant Certificate evidencing the same number of Warrants, which request shall be in the
form attached hereto as Annex A (a “Warrant Certificate Request Notice” and the date of delivery of
such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the
deemed surrender upon delivery by the Holder of a number of Global Warrants for the same number of Warrants evidenced by a Warrant
Certificate, a “Warrant Exchange”), the Warrant Agent shall promptly effect the Warrant Exchange and shall
promptly issue and deliver to the Holder a Warrant Certificate for such number of Warrants in the name set forth in the Warrant
Certificate Request Notice. Such Warrant Certificate shall be dated the original issue date of the Warrants, shall be manually
executed by an authorized signatory of the Company, shall be in the form attached hereto as Exhibit 1, and shall be reasonably
acceptable in all respects to such Holder. In connection with a Warrant Exchange, the Company agrees to deliver, or to direct
the Warrant Agent to deliver, the Warrant Certificate to the Holder within three (3) Business Days of the Warrant Certificate
Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant Certificate
Delivery Date”). If the Company fails for any reason to deliver to the Holder the Warrant Certificate subject to the
Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as
liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Warrant Certificate (based on the
VWAP (as defined in the Warrants) of the Common Stock on the Warrant Certificate Request Notice Date), $1.00 per Business Day
for each Business Day after such Warrant Certificate Delivery Date until such Warrant Certificate is delivered or, prior to delivery
of such Warrant Certificate, the Holder rescinds such Warrant Exchange. The Company covenants and agrees that, upon the date of
delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Warrant Certificate and,
notwithstanding anything to the contrary set forth herein, the Warrant Certificate shall be deemed for all purposes to contain
all of the terms and conditions of the Warrants evidenced by such Warrant Certificate and the terms of this Agreement, other than
Sections 3(c) and 9 herein, shall not apply to the Warrants evidenced by the Warrant Certificate. For purposes of
this Section 3(c) only, the term “Holder” shall be deemed to be the owner of record of the Warrant.


 




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Section
4. Form of Warrant Certificates. The Warrant Certificate, together with the form of election to purchase Common Stock (“Exercise
Notice”) and the form of assignment to be printed on the reverse thereof, shall be in the form of Exhibit 1 hereto.
To the extent any provision of this Agreement conflicts with the express provisions of the Warrant Certificate, the provisions
of the Warrant Certificate shall govern and be controlling.


 


Section
5. Countersignature and Registration.


 


(a)
The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer, President, Chief Financial
Officer or Vice President, either manually or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant
Agent either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer
of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer of the Company before countersignature
by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by
the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificate
had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person
who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant
Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer.


 


(b)
The Warrant Agent will keep or cause to be kept, at one of its offices, or at the office of one of its agents, books for registration
and transfer of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders
of the Warrant Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of
each of such Warrant Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.


 






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Section
6. Transfer, Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates.


 


(a)
With respect to the Global Warrant, subject to the provisions of the Warrant Certificate and the last sentence of this first paragraph
of Section 6 and subject to applicable law, rules or regulations, at any time after the closing date of the Offering, and
at or prior to the Close of Business on the Expiration Date, any Warrant Certificate or Warrant Certificates or Global Warrant
or Global Warrants may be transferred, split up, combined or exchanged for another Warrant Certificate or Warrant Certificates
or Global Warrant or Global Warrants, entitling the Holder to purchase a like number of shares of Common Stock as the Warrant
Certificate or Warrant Certificates or Global Warrant or Global Warrants surrendered then entitled such Holder to purchase. Any
Holder desiring to transfer, split up, combine or exchange any Warrant Certificate or Global Warrant shall make such request in
writing delivered to the Warrant Agent, and shall surrender the Warrant Certificate or Warrant Certificates to be transferred,
split up, combined or exchanged at the principal office of the Warrant Agent, provided that no such surrender is applicable to
the Holder of a Global Warrant. Any requested transfer of Warrants, whether in book-entry form or certificate form, shall be accompanied
by reasonable evidence of authority of the party making such request that may be required by the Warrant Agent. Thereupon the
Warrant Agent shall, subject to the last sentence of this first paragraph of Section 6, countersign and deliver to the
Person entitled thereto a Warrant Certificate or Warrant Certificates, as the case may be, as so requested. The Company may require
payment from the Holder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any
transfer, split up, combination or exchange of Warrant Certificates. The Company shall compensate the Warrant Agent per the fee
schedule mutually agreed upon by the parties hereto and provided separately on the date hereof.


 








(b)
Upon receipt by the Warrant Agent of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of a
Warrant Certificate, which evidence shall include an affidavit of loss, or in the case of mutilated certificates, the certificate
or portion thereof remaining, and, in case of loss, theft or destruction, of indemnity in customary form and amount, provision
of a bond and satisfaction of any other reasonable requirements established by Section 8-405 of the Uniform Commercial Code as
in effect in the State of Delaware, and reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental
thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Company will make
and deliver a new Warrant Certificate of like tenor to the Warrant Agent for delivery to the Holder in lieu of the Warrant Certificate
so lost, stolen, destroyed or mutilated.


 


Section
7. Exercise of Warrants; Exercise Price; Expiration Date.


 


(a)
The Warrants shall be exercisable commencing on the Initial Exercise Date. The Warrants shall cease to be exercisable and shall
terminate and become void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business
on the Expiration Date. Subject to the foregoing and to Section 7(b) below, the Holder of a Warrant may exercise the Warrant
in whole or in part upon surrender of the Warrant Certificate, if required, with the executed Exercise Notice and payment of the
Exercise Price, which may be made, at the option of the Holder, by wire transfer or by certified or official bank check in United
States dollars, to the Company at the principal office of the Company or to the office of one of its agents as may be designated
by the Company from time to time. In the case of the Holder of a Global Warrant, the Holder shall deliver the executed Exercise
Notice and the payment of the Exercise Price as described herein. Notwithstanding any other provision in this Agreement, a holder
whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary
(or another established clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary
(or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures
to effect exercise that are required by the Depositary (or such other clearing corporation, as applicable). Notwithstanding anything
herein to the contrary, the Company acknowledges and agrees that upon delivery of an Exercise Notice or upon a Holder instructing
its Participant to exercise, such Holder shall be deemed for all corporate purposes to have become the holder of record of the
Warrant Shares with respect to such exercise, irrespective of the date of delivery of the Warrant Shares, provided that payment
of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) by 12:00
p.m. Eastern Time on the third Trading Day (as defined in the Warrant Certificate) and (ii) the number of Trading Days comprising
the Standard Settlement Period (as defined in the Warrant Certificate), following delivery of the Exercise Notice.


 




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(b)
Upon the Company’s receipt of a Warrant Certificate at or prior to the Close of Business on the Expiration Date set forth
in such Warrant Certificate, with the executed Exercise Notice, accompanied by payment of the Exercise Price for the shares to
be purchased (other than in the case of a Cashless Exercise) and an amount equal to any applicable tax, governmental charge or
expense reimbursement referred to in Section 6 in cash, or by certified check or bank draft payable to the order of the
Company (or, in the case of the Holder of a Global Warrant, the delivery of the executed Exercise Notice and the payment of the
Exercise Price (other than in the case of a Cashless Exercise) and any other applicable amounts as set forth herein), the Company
shall cause the Warrant Agent to, and the Warrant Agent shall, deliver the Warrant Shares underlying such Warrant Certificate
or Global Warrant to or upon the order of the Holder of such Warrant Certificate or Global Warrant, registered in such name or
names as may be designated by such Holder, no later than the Warrant Share Delivery Date. If the Company is then a participant
in the DWAC system of the Depositary and either (A) there is an effective registration statement permitting the issuance of the
Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise pursuant
to the terms of the Warrant Certificate, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to
the Holder by crediting the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance
of doubt, if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 1(c) of the Warrant Certificate,
such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary
in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Company of an
amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant
as set forth in Section 7(a) hereof, the Company will not be obligated to cause the Warrant Agent to deliver certificates
representing any such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Warrant
Share Delivery Date shall be deemed extended by one day for each day (or part thereof) until such payment is delivered to the
Warrant Agent.


 


(c)
In case the Holder of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, a new Warrant Certificate
evidencing the number of Warrants equivalent to the number of Warrants remaining unexercised may be issued by the Warrant Agent
to the Holder of such Warrant Certificate or to his duly authorized assigns in accordance with Section 1(a)(iv) of the Warrant
Certificate, subject to the provisions of Section 6 hereof.


 


Section
8. Cancellation and Destruction of Warrant Certificates. All Warrant Certificates surrendered for the purpose of exercise,
transfer, split up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the
Warrant Agent for cancellation or in canceled form, or, if surrendered to the Warrant Agent, shall be canceled by it, and no Warrant
Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company
shall deliver to the Warrant Agent for cancellation and retirement, and the Warrant Agent shall so cancel and retire, any other
Warrant Certificate purchased or acquired by the Company otherwise than upon the exercise thereof.


 


Section
9. Certain Representations; Reservation and Availability of Shares of Common Stock or Cash.


 


(a)
This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and
delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the
Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming
due authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration
Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with
their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable
principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).


 




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(b)
As of the date hereof, the authorized common stock of the Company consists of _________________ shares of Common Stock, of which
________________ shares of Common Stock are issued and outstanding, ____________ shares of Common Stock are reserved for issuance
upon exercise of options granted under the Company’s stock incentive plans, _______________ shares of Common Stock are reserved
for issuance under the Company’s 2020 Stock Option and Incentive Plan, and ____________ shares of Common Stock are reserved
for issuance upon exercise of the Warrants. Except as disclosed in the Registration Statement, there are no other outstanding
obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the
Company.


 


(c)
The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares
of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number
of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants.


 


(d)
The Warrant Agent will create a reserve account, into which shall be reserved such number of shares of Common Stock that are issuable
upon the exercise of the Warrants in full, and the Common Stock shall be issued from such reserve account upon the exercise of
Warrants.


 


(e)
The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and
charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing
Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge
which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or
delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants
surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until
any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such
Warrant Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction
that no such tax or governmental charge is due.


 


Section
10. Common Stock Record Date. Each Person in whose name any certificate for shares of Common Stock is issued (or to whose
broker’s account is credited shares of Common Stock through the DWAC system) upon the exercise of Warrants shall for all
purposes be deemed to have become the holder of record for the Common Stock represented thereby on, and such certificate shall
be dated the date upon which the Warrant Certificate evidencing such Warrant was duly surrendered (but only if required herein)
and payment of the Exercise Price (and any applicable transfer taxes) and submission of the Exercise Notice was made; provided,
however, that if the date of such surrender (if applicable), payment and submission is a date upon which the Common Stock
transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares on, and
such certificate shall be dated, the next succeeding day on which the Common Stock transfer books of the Company are open.


 


Section
11. Adjustment of Exercise Price, Number of Shares of Common Stock or Number of Warrants. The Exercise Price, the number
of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided
in Section 2 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section
2 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital
stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise
of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to
the provisions with respect to the shares contained in Section 2 of the Warrant Certificate, and the provisions of Sections
7, 9 and 13 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such
other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to
the Warrant Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock
purchasable from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.


 




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Section
12. Certification of Adjusted Exercise Price or Number of Shares of Common Stock. Whenever the Exercise Price or the number
of shares of Common Stock issuable upon the exercise of each Warrant is adjusted as provided in Section 11 or 13
of this Agreement, the Company shall (a) promptly prepare a certificate setting forth the Exercise Price of each Warrant as so
adjusted, and a brief statement of the facts accounting for such adjustment; (b) promptly file with the Warrant Agent and with
each transfer agent for the Common Stock a copy of such certificate; and (c) instruct the Warrant Agent to send a copy thereof
to each Holder of a Warrant Certificate.


 


Section
13. Fractional Shares of Common Stock.


 


(a)
The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever
any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect
a rounding up of such fraction to the nearest whole Warrant.


 


(b)
The Company shall not issue fractions of shares of Common Stock upon exercise of Warrants or distribute stock certificates which
evidence fractional shares of Common Stock. Whenever any fraction of a share of Common Stock would otherwise be required to be
issued or distributed, the actual issuance or distribution in respect thereof shall be made in accordance with Section 1(a)(vi)
of the Warrant Certificate.


 


Section
14. Conditions of the Warrant Agent’s Obligations. The Warrant Agent accepts its obligations herein set forth upon
the terms and conditions hereof, including the following to all of which the Company agrees and to all of which the rights hereunder
of the Holders from time to time of the Warrant Certificates shall be subject:


 


(a)
Compensation and Indemnification. The Company agrees to pay the Warrant Agent the engagement fee set forth on Exhibit
2 hereto immediately upon the execution of this Agreement and the maintenance fee as detailed on Exhibit 2 hereto and
to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross
negligence, bad faith or willful misconduct by the Warrant Agent in connection with the services rendered hereunder by the Warrant
Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense
incurred without gross negligence, bad faith or willful misconduct on the part of the Warrant Agent, arising out of or in connection
with its acting as Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such
liability.


 


(b)
Agent for the Company. In acting under this Warrant Agreement and in connection with the Warrant Certificates, the Warrant
Agent is acting solely as agent of the Company and does not assume any obligations or relationship of agency or trust for or with
any of the Holders of Warrant Certificates or beneficial owners of Warrants.


 




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(c)
Counsel. The Warrant Agent may consult with counsel satisfactory to it, which may include counsel for the Company, and
the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in accordance with the advice of such counsel.


 


(d)
Documents. The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted
by it in reliance upon any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or
document reasonably believed by it to be genuine and to have been presented or signed by the proper parties.


 


(e)
Certain Transactions. The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire
any interest in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to
the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the
Company and may act on, or as depositary, trustee or agent for, any committee or body of Holders of Warrant Securities or other
obligations of the Company as freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be
deemed to prevent the Warrant Agent from acting as trustee under any indenture to which the Company is a party.


 


(f)
No Liability for Interest. Unless otherwise agreed with the Company, the Warrant Agent shall have no liability for interest
on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Warrant Certificates.


 


(g)
No Liability for Invalidity. The Warrant Agent shall have no liability with respect to any invalidity of this Agreement
or any of the Warrant Certificates (except as to the Warrant Agent’s countersignature thereon).


 


(h)
No Responsibility for Representations. The Warrant Agent shall not be responsible for any of the recitals or representations
herein or in the Warrant Certificates (except as to the Warrant Agent’s countersignature thereon), all of which are made
solely by the Company.


 


(i)
No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are herein and in the Warrant
Certificates specifically set forth and no implied duties or obligations shall be read into this Agreement or the Warrant Certificates
against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to
involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured
to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any of the
Warrant Certificates authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the
application by the Company of the proceeds of the Warrant Certificates. The Warrant Agent shall have no duty or responsibility
in case of any default by the Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates
or in the case of the receipt of any written demand from a Holder of a Warrant Certificate with respect to such default, including,
without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings
at law.


 






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Section
15. Purchase or Consolidation or Change of Name of Warrant Agent.


 


(a)
Any corporation into which the Warrant Agent or any successor 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 or any successor Warrant Agent shall
be party, or any corporation succeeding to the corporate trust business of the Warrant Agent or any successor Warrant Agent, shall
be the successor to the Warrant Agent under this Agreement without the execution or filing of any paper or any further act on
the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Warrant
Agent under the provisions of Section 17. In case at the time such successor Warrant Agent shall succeed to the agency
created by this Agreement any of the Warrant Certificates shall have been countersigned but not delivered, any such successor
Warrant Agent may adopt the countersignature of the predecessor Warrant Agent and deliver such Warrant Certificates so countersigned;
and in case at that time any of the Warrant Certificates shall not have been countersigned, any successor Warrant Agent may countersign
such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and
in all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Agreement.


 








(b)
In case at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have
been countersigned but not delivered, the Warrant Agent may adopt the countersignature under its prior name and deliver Warrant
Certificates so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned, the
Warrant Agent may countersign such Warrant Certificates either in its prior name or in its changed name; and in all such cases
such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Agreement.


 


Section
16. Duties of Warrant Agent. The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the
following terms and conditions, by all of which the Company, by its acceptance hereof, shall be bound:


 


(a)
The Warrant Agent may consult with legal counsel reasonably acceptable to the Company (who may be legal counsel for the Company),
and the opinion of such counsel shall be full and complete authorization and protection to the Warrant Agent as to any action
taken or omitted by it in good faith and in accordance with such opinion.


 


(b)
Whenever in the performance of its duties under this 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 certificate signed by the Chief Executive Officer, President, Chief Financial Officer or Vice President
of the Company; and such certificate shall be full authentication to the Warrant Agent for any action taken or suffered in
good faith by it under the provisions of this Agreement in reliance upon such certificate.


 


(c)
Subject to the limitation set forth in Section 14, the Warrant Agent shall be liable hereunder only for its own gross negligence,
bad faith or willful misconduct, or for a breach by it of this Agreement.


 


(d)
The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement
or in the Warrant Certificates (except its countersignature thereof) by the Company or be required to verify the same, but all
such statements and recitals are and shall be deemed to have been made by the Company only.


 


(e)
The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery
hereof (except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate
(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 Certificate; nor shall it be responsible for the adjustment of the Exercise Price
or the making of any change in the number of shares of Common Stock required under the provisions of Section 11 or 13
or responsible for the manner, method or amount of any such change or the ascertaining of the existence of facts that would
require any such adjustment or change (except with respect to the exercise of Warrants evidenced by Warrant Certificates after
actual notice of any adjustment of the Exercise Price); 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 Certificate or as to whether any shares of Common Stock will, when issued, be duly authorized, validly issued, fully paid
and nonassessable.


 




    	 	9	 



    	 



    

 


(f)
Each party hereto agrees that it will 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 other party hereto
for the carrying out or performing by any party of the provisions of this Agreement.


 


(g)
The Warrant Agent is hereby authorized to accept instructions with respect to the performance of its duties hereunder from
the Chief Executive Officer, President, Chief Financial Officer or Vice President of the Company, and to apply to such officers for
advice or instructions in connection with its duties, and it shall not be liable and shall be indemnified and held harmless
for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer,
provided Warrant Agent carries out such instructions without gross negligence, bad faith or willful misconduct.


 


(h)
The Warrant Agent and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the
Warrants or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested,
or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this
Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other
legal entity.


 


(i)
The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either
itself or by or through its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default,
neglect or misconduct of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect
or misconduct, provided reasonable care was exercised in the selection and continued employment thereof.


 


Section
17. Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon thirty
(30) days’ notice in writing sent to the Company and to each transfer agent of the Common Stock, and to the Holders of record
of the Warrant Certificates. The Company may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days’
notice in writing, sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the
Common Stock, and to the Holders of the Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise
become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such
appointment within a period of thirty (30) days after such removal or after it has been notified in writing of such resignation
or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such
notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Certificate may apply to
any court of competent jurisdiction for the appointment of a new Warrant Agent, provided that, for purposes of this Agreement,
the Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent, whether
appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United
States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is
subject to supervision or examination by federal or state authority. After appointment, the successor Warrant Agent shall be vested
with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further
act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time
held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant
Agent and each transfer agent of the Common Stock, and mail a notice thereof in writing to the Holders of the Warrant Certificates.
However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the legality
or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case
may be.


 




    	 	10	 



    	 



    

 


Section
18. Issuance of New Warrant Certificates. Notwithstanding any of the provisions of this Agreement or of the Warrants to
the contrary, the Company may, at its option, issue new Warrant Certificates evidencing Warrants in such form as may be approved
by its Board of Directors to reflect any adjustment or change in the Exercise Price per share and the number or kind or class
of shares of stock or other securities or property purchasable under the several Warrant Certificates made in accordance with
the provisions of this Agreement.


 


Section
19. Notices. Notices or demands authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder
of any Warrant Certificate to or on the Company; (ii) subject to the provisions of Section 17, by the Company or by the
Holder of any Warrant Certificate to or on the Warrant Agent; or (iii) by the Company or the Warrant Agent to the Holder of any
Warrant Certificate, shall be deemed given (a) on the date delivered, if delivered personally, (b) on the first Business Day following
the deposit thereof with Federal Express or another recognized overnight courier, if sent by Federal Express or another recognized
overnight courier, (c) on the fourth Business Day following the mailing thereof with postage prepaid, if mailed by registered
or certified mail (return receipt requested), and (d) the date of transmission, if such notice or communication is delivered via
facsimile or email attachment at or prior to 5:30 p.m. (Eastern time) on a Business Day and (e) the next Business Day after the
date of transmission, if such notice or communication is delivered via facsimile or email attachment on a day that is not a Business
Day or later than 5:30 p.m. (Eastern time) on any Business Day, in each case to the parties at the following addresses (or at
such other address for a party as shall be specified by like notice):


 


	 	(a)	If
    to the Company, to:
	 	 	 
	 	 	PolarityTE,
    Inc.
	 	 	123
    Wright Brothers Drive
	 	 	Salt
    Lake City, UT 84116
	 	 	Attention:
    Cameron Hoyler, General Counsel
	 	 	Email:
    cameronhoyler@polarityte.com
	 	 	 
	 	(b)	If
    to the Warrant Agent, to:
	 	 	 
	 	 	Equity
    Stock Transfer, LLC
	 	 	237
    West 37th Street, Suite 602
	 	 	New
    York, NY 10018
	 	 	Attention:
    Ms. Nora Marckwordt, Director of Operations
	 	 	Facsimile:
    (347) 584-3644
	 	 	Email:
    nora@equitystock.com


 


For
any notice delivered by email to be deemed given or made, such notice must be followed by notice sent by overnight courier service
to be delivered on the next business day following such email, unless the recipient of such email has acknowledged via return
email receipt of such email.


 




    	 	11	 



    	 



    

 


(c)
If to the Holder of any Warrant Certificate, to the address of such Holder as shown on the registry books of the Company. Any
notice required to be delivered by the Company to the Holder of any Warrant may be given by the Warrant Agent on behalf of the
Company. Notwithstanding any other provision of this Agreement, where this Agreement provides for notice of any event to a Holder
of any Warrant, such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the procedures
of the Depositary or its designee.


 


Section
20. Supplements and Amendments.


 


(a)
The Company and the Warrant Agent may from time to time supplement or amend this Agreement without the approval of any Holders
of Global Warrant Certificates in order to add to the covenants and agreements of the Company for the benefit of the Holders of
the Global Warrant Certificates or to surrender any rights or power reserved to or conferred upon the Company in this Agreement,
provided that such addition or surrender shall not adversely affect the interests of the Holders of the Global Warrant Certificates
in any material respect.


 


(b)
In addition to the foregoing, with the consent of Holders of Warrants entitled, upon exercise thereof, to receive not less than
a majority of the shares of Common Stock issuable thereunder, the Company and the Warrant Agent may modify this Agreement for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Warrant Agreement
or modifying in any manner the rights of the Holders of the Global Warrant Certificates; provided, however, that
no modification of the terms (including, but not limited to, the adjustments described in Section 11) upon which the Warrants
are exercisable or reducing the percentage required for consent to modification of this Agreement may be made without the consent
of the Holder of each outstanding warrant certificate affected thereby. As a condition precedent to the Warrant Agent’s
execution of any amendment, the Company shall deliver to the Warrant Agent a certificate from a duly authorized officer of the
Company that states that the proposed amendment complies with the terms of this Section 20.


 


Section
21. Successors. All 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 hereunder.


 


Section
22. Benefits of this Agreement. Nothing in this Agreement shall be construed to give any Person other than the Company,
the Holders of Warrant Certificates and the Warrant Agent any legal or equitable right, remedy or claim under this Agreement;
but this Agreement shall be for the sole and exclusive benefit of the Company, the Warrant Agent and the Holders of the Warrant
Certificates.


 


Section
23. Governing Law. This Agreement and each Warrant Certificate issued hereunder shall be governed by and construed in accordance
with the law of the State of New York, without regard to the principles of conflicts of law thereof.


 


Section
24. Counterparts. This Agreement may be executed in any number of 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.


 


Section
25. Captions. The captions of the sections of this Agreement have been inserted for convenience only and shall not control
or affect the meaning or construction of any of the provisions hereof.


 


Section
26. Information. The Company agrees to promptly provide to the Holders of the Warrants any information it provides to the
holders of the Common Stock, except to the extent any such information is publicly available on the EDGAR system (or any successor
thereof) of the Securities and Exchange Commission.


 


[Signature
page follows]


 




    	 	12	 



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


 


	 	POLARITYTE,
    INC. 
	 	 
	 	By:	              
	 	Name:	 
	 	Title:	 
	 	 	 
	 	EQUITY
    STOCK TRANSFER, LLC
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	 	13	 



    	 



    

 


Annex
A


 


Form
of Warrant Certificate Request Notice


 


WARRANT
CERTIFICATE REQUEST NOTICE


 


To:
Equity Stock Transfer, LLC as Warrant Agent for Issuer’s name. (the “Company”)


 


The
undersigned Holder of Common Stock Purchase Warrants (“Warrants”) in the form of Global Warrants issued by
the Company hereby elects to receive a Warrant Certificate evidencing the Warrants held by the Holder as specified below:


 


1.
Name of Holder of Warrants in form of Global Warrants: _____________________________


 


2.
Name of Holder in Warrant Certificate (if different from name of Holder of Warrants in form of Global Warrants): ________________________________


 


3.
Number of Warrants in name of Holder in form of Global Warrants: ___________________


 


4.
Number of Warrants for which Warrant Certificate shall be issued: __________________


 


5.
Number of Warrants in name of Holder in form of Global Warrants after issuance of Warrant Certificate, if any: ___________


 


6.
Warrant Certificate shall be delivered to the following address:


 


______________________________


 


______________________________


 


______________________________


 


______________________________


 


The
undersigned hereby acknowledges and agrees that, in connection with this Warrant Exchange and the issuance of the Warrant Certificate,
the Holder is deemed to have surrendered the number of Warrants in form of Global Warrants in the name of the Holder equal to
the number of Warrants evidenced by the Warrant Certificate.


 


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity: __________________________________________________


 


Signature
of Authorized Signatory of Investing Entity: ___________________________


 


Name
of Authorized Signatory: ______________________________________________


 


Title
of Authorized Signatory: _______________________________________________


 


Date:
___________________________________________________________________


 




    	 	 	 



    	 



    

 


Exhibit
1


 


Form
of Warrant Certificate


 




    	 	 	 



    	 



    

 


PolarityTE,
Inc.


 


Form
of Common Stock Warrant Certificate


 


	Warrant
    Shares: _______	Issuance
    Date: February [●], 2020
	Warrant
    Number: ___-1	 
	 	CUSIP:
    731094116


 


This
COMMON STOCK WARRANT CERTIFICATE (the “Warrant”) certifies that, for value received, Cede & Co. 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 February [●], 2020 (the “Issuance Date”) and on or prior
to the close of business on February [ ], 2027 (the “Expiration Date”) but not thereafter, to subscribe for
and purchase from POLARITYTE, INC., a Delaware corporation (the “Company”), up to [●] 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 below). This Warrant shall initially be issued and maintained
in the form of a security held in book-entry form, and the Depository Trust Company or its nominee (“DTC”)
shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant
in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply. Except
as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 18.


 


The
Warrant, as initially issued by the Company, is offered and sold pursuant to the Registration Statement (as defined below). As
of the Issuance Date, the Warrant Shares are issuable under the Registration Statement. Accordingly, the Warrant and, assuming
issuance pursuant to the Registration Statement or an exchange meeting the requirements of Section 3(a)(9) of the 1934 Act, as
in effect on the Issuance Date, the Warrant Shares are not “restricted securities” under Rule 144 promulgated under
the Securities Act.


 


EXERCISE
OF WARRANT.


 


Mechanics
of Exercise.


 


Subject
to the provisions of Section 1(f) herein, exercise of the purchase rights represented by this Warrant may be made, in whole or
in part, at any time or times on or after the Issuance Date and on or before the Expiration Date by delivery to the Company pursuant
to Section 8 hereof of a duly executed copy (or e-mail attachment) of the Exercise Notice in the form attached hereto as Exhibit
A (the “Exercise Notice”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading
Days comprising the Standard Settlement Period (as defined in Section 1(a)(iii) below) following the date of exercise as aforesaid,
the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Exercise Notice by wire
transfer or cashier’s check drawn on a United States bank unless the Cashless Exercise procedure specified in Section 1(d)
below is specified in the applicable Exercise Notice. No ink-original Exercise Notice shall be required, nor shall any medallion
guarantee (or other type of guarantee or notarization) of any Exercise Notice 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 the Warrant has been exercised in full, in which case, the Holder shall surrender
this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Exercise Notice 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 Company shall deliver any objection to any Exercise Notice within
one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and
agree that, by reason of the provisions of this Section 1(a)(i), 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.


 




    	 	 	 



    	 



    

 


Exercise
by Beneficial Owners. Notwithstanding the provisions of Section 1(a)(i), a holder whose interest in this Warrant is a beneficial
interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation
performing similar functions), shall effect exercises made pursuant to Section 1(a)(i) by delivering to DTC (or such other clearing
corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that
are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive
a Warrant in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this Section 1(a)(ii) shall
not apply.


 


Delivery
of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer
Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account 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 either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to, or
resale of the Warrant Shares by, the Holder; or (B) this Warrant is being exercised via Cashless Exercise, and otherwise by physical
delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the
number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the
Exercise Notice by the date that is the latest of (i) two (2) Trading Days after the delivery to the Company of the Exercise Notice,
(ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising
the Standard Settlement Period after the delivery to the Company of the Exercise Notice (such date, the “Warrant Share
Delivery Date”). Upon delivery of the Exercise Notice, the Holder shall be deemed for all corporate purposes to have
become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date
of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a Cashless
Exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard
Settlement Period following delivery of the Exercise Notice. The Company agrees to maintain a transfer agent that is a participant
in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement
Period” means the standard Principal Market with respect to the Common Stock as in effect on the date of delivery of
the Exercise Notice.


 




    	 	2	 



    	 



    

 


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.


 


Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section
2(a)(iii) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.


 


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, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or round up to the next whole share.


 


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 the Assignment Form attached hereto as Exhibit B 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 Exercise Notice
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.


 


Exercise
Price. For purposes of this Warrant, “Exercise Price” means $2.80, subject to adjustment as provided herein.


 


Company’s
Failure to Timely Deliver Securities. 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 in accordance with the provisions of Section 2(a)(i) – (iii)
above pursuant to an exercise on or before the Warrant Share Delivery Date (other than any such failure that is solely due to
any action or inaction by the Holder with respect to such exercise), and if after such date the Holder is required by its broker
to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, 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
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 times (2) the 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 of shares of Common Stock 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 or injunctive
relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required
pursuant to the terms hereof.


 




    	 	3	 



    	 



    

 


Cashless
Exercise. Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), if at the time of exercise
hereof the Registration Statement is not effective (or the prospectus contained therein is not available for use) for the issuance
of all of the Warrant Shares, then the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu
of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise
Price, elect instead to receive upon such exercise the “Net Number” of Warrant Shares determined according to the
following formula (a “Cashless Exercise”):


 


	 	Net
    Number =	(A
    x B) - (A x C)	 
	 	 	D	 
	 	 	 	 
	 	For purposes of the foregoing formula:


 


A=
the total number of shares with respect to which this Warrant is then being exercised.


 


B
= the quotient of (x) the sum of the VWAP of the Common Stock of each of the three (3) Trading Days ending at the close of business
on the Principal Market immediately prior to the time of exercise as set forth in the applicable Exercise Notice, divided by (y)
three (3).


 


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


 


D
= the VWAP of the Common Stock at the close of business on the Principal Market on the date of the delivery of the applicable
Exercise Notice.


 




    	 	4	 



    	 



    

 


If
the Warrant Shares are issued in a Cashless Exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9)
of the 1933 Act, the Warrant Shares take on the registered characteristics of the Warrants being exercised. For purposes of Rule
144 promulgated under the 1933 Act, as in effect on the Issuance Date, it is intended that the Warrant Shares issued in a Cashless
Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to
have commenced, on the Issuance Date.


 


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


 


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


 




    	 	5	 



    	 



    

 


Authorized
Shares. The Company covenants that, during the period that the 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 reasonable 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 Principal
Market upon which the Common Stock may be 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).


 







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


 


Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable
in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon
exercise of this Warrant); (ii) subdivides outstanding shares of Common Stock into a larger number of shares; (iii) combines (including
by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares (subject to the provisions of
Section 2(b)(v) below); or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company,
then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall (subject to the provisions
of Section 2(b)(v) below) be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately
before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such
event, and the number of shares issuable upon exercise of this Warrant shall, pursuant to Section 2(d) below, be proportionately
adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section
2(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend
or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


Adjustment
Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Date until the Expiration Date, the Company
issues or sells, or in accordance with this Section 2(b) is deemed to have issued or sold, any shares of Common Stock (including
the issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Excluded
Securities issued or sold or deemed to have been issued or sold) for a consideration per share (the “New Issuance Price”)
less than a price equal to the Exercise Price in effect immediately prior to such issuance or sale or deemed issuance or sale
(such Exercise Price then in effect referred to herein as the “Applicable Price” and the foregoing a “Dilutive
Issuance”), then immediately after such Dilutive Issuance, if lower, the Exercise Price then in effect shall be reduced
to an amount equal to the lesser of (1) the New Issuance Price and (2) 115% of the lowest VWAP of a share of Common Stock on any
Trading Day during the five (5) Trading Day period immediately following the public announcement of such Dilutive Issuance (for
the avoidance of doubt, if such public announcement is released prior to the opening of the Principal Market on a Trading Day,
such Trading Day shall be the first Trading Day in such five (5) Trading Day period). For all purposes of the foregoing (including,
without limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b)), the following
shall be applicable:


 




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Issuance
of Options or Convertible Securities. If the Company in any manner grants or sells any Options or Convertible Securities (other
than Excluded Securities) and the Lowest Price Per Share (as defined below) for which one share of Common Stock is at any time
issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any such Convertible Securities is less
than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold
by the Company at the time of the granting or sale of such Option or Convertible Securities for such price per share. Except as
contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common
Stock or of Convertible Securities upon exercise of Options or upon conversion, exercise or exchange of Convertible Securities
or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise
of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 2(b),
except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.


 


Lowest
Price. The “Lowest Price Per Share” shall be determined by dividing (1) the total amount, if any, received
or receivable by the Corporation as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate
amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained
therein for a subsequent adjustment of such consideration) payable to the Corporation upon the exercise of such Options or the
conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such
Options for Convertible Securities and the conversion or exchange of such Convertible Securities, and (2) the maximum number of
shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for
a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible
Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and
the conversion or exchange of such Convertible Securities.


 


Change
in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the additional consideration,
if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible
Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time (other
than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section
2(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would
have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase
price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted,
issued or sold. For purposes of this Section 2(b)(ii), if the terms of any Option or Convertible Security that was outstanding
as of the Issuance Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option
or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be
deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 2(b) shall be made
if such adjustment would result in an increase of the Exercise Price then in effect.


 




    	 	7	 



    	 



    

 


Calculation
of Consideration Received. If any Option and/or Convertible Security is issued in connection with the issuance or sale or
deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”,
and such Option and/or Convertible Security, the “Secondary Securities” and together with the Primary Security,
each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share of Common
Stock with respect to such Primary Security shall be deemed to be the lower of (x) the purchase price of such Unit, (y) if such
Primary Security is an Option and/or Convertible Security, the Lowest Price Per Share and (z) the lowest VWAP of a share of Common
Stock on any Trading Day during the five (5) Trading Day period immediately following the public announcement of such Dilutive
Issuance (for the avoidance of doubt, if such public announcement is released prior to the opening of the Principal Market on
a Trading Day, such Trading Day shall be the first Trading Day in such five (5) Trading Day period). If any shares of Common Stock,
Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received
therefor (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible Security) will be
deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Convertible
Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company (for
the purpose of determining the consideration paid for such Common Stock, Option or Convertible Security) will be the fair value
of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration
received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of the five
(5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options or Convertible Securities are
issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the
amount of consideration therefor (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible
Security, but not for the purpose of the calculation of the Black Scholes Value) will 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). The fair value of any consideration other than cash or publicly traded securities will be determined
by the board of directors of the Company in good faith.


 


Stock
Combination Event Adjustment. If at any time and from time to time on or after the Issuance Date there occurs any stock combination,
reverse split or other similar transaction involving the Common Stock (each, a “Stock Combination Event”, and
such date thereof, the “Stock Combination Event Date”) and the Event Market Price (as defined below) is less
than the Exercise Price then in effect (after giving effect to the adjustment in clause 2(a) above), then on the sixteenth (16th)
Trading Day immediately following such Stock Combination Event, the Exercise Price then in effect on such sixteenth (16th) Trading
Day (after giving effect to the adjustment in Section 2(a) above) shall be reduced (but in no event increased) to 115% of the
Event Market Price. For the avoidance of doubt, if the adjustment in the immediately preceding sentence would otherwise result
in an increase in the Exercise Price hereunder, no adjustment shall be made. “Event Market Price” means, with
respect to any Stock Combination Event Date, the quotient determined by dividing (x) the sum of the VWAP of the Common Stock for
each of the five (5) lowest Trading Days during the fifteen (15) consecutive Trading Day period ending and including the Trading
Day immediately preceding the sixteenth (16th) Trading Day after such Stock Combination Event Date, divided by (y) five (5).


 




    	 	8	 



    	 



    

 


Record
Date. If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling them (A) to receive
a dividend or other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B) to subscribe for
or purchase shares of Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of
the issuance 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).


 


Number
of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to Section 2(a), the number of Warrant
Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such
adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate
Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on exercise contained herein).


 


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


 


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


 




    	 	9	 



    	 



    

 


PURCHASE
RIGHTS; FUNDAMENTAL TRANSACTIONS; CALL OPTION.


 


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


 




    	 	10	 



    	 



    

 


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


 


Black
Scholes Value. Notwithstanding the foregoing and the provisions of Section 4(b) above, at the request of the Holder delivered
at any time commencing on the earliest to occur of (x) the public disclosure of any Change of Control, (y) the consummation of
any Change of Control and (z) the Holder first becoming aware of any Change of Control through the date that is ninety (90) days
after the public disclosure of the consummation of such Change of Control by the Company pursuant to a Current Report on Form
8-K filed with the SEC, the Company or the Successor Entity (as the case may be) shall purchase this Warrant from the Holder on
the date of such request by paying to the Holder cash in an amount equal to the Black Scholes Value. Payment of such amounts shall
be made by the Company (or at the Company’s direction) to the Holder on or prior to the later of (x) the second (2nd) Trading
Day after the date of such request and (y) the date of consummation of such Change of Control.


 


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



 




    	 	11	 



    	 



    

  


Call
Option. The Holder hereby grants to the Company an option (the “Call Option”) to purchase this Warrant
(the “Call Securities”) pursuant to this Section 4(e). The Call Option may be exercised by the Company at any
time on or after the Closing Sale Price of a share of Common Stock is greater than 250% of the Exercise Price for twenty (20)
consecutive Trading Days (the “Call Trigger”). At any time and from time to time after the occurrence of the
Call Trigger, the Company may deliver to the Holder a written notice (a “Call Notice”) that it has elected
to exercise the Call Option, which Call Notice shall notify the Holder of the date (the “Call Closing Date”,
which shall not be less than forty-five (45) nor more than ninety (90) days after the date of the initial Call Notice) on which
the Company will purchase all of the Call Securities of the Holder. Subject to the terms hereof, on the Call Closing Date, the
Company shall purchase, and the Holder shall sell to the Company, all of the Call Securities outstanding on the Call Closing Date
for an aggregate purchase price equal to the product of (1) the aggregate number of Warrant Shares then issuable under the Call
Securities and (2) $0.01 (the “Call Amount”). On the Call Closing Date, the Company shall pay the Call Amount
to the Holder, in cash by (A) wire transfer to an account in a bank located in the United States designated by the Holder or (B)
a certified or official bank check drawn on a member of the New York Clearing House payable to the order of the Holder. On the
Call Closing Date, the Holder shall surrender the Call Securities to the Company against payment of the Call Amount as above provided.
Notwithstanding anything herein to contrary, the Company may revoke its Call Notice at any time prior to its payment of the Call
Amount.


 


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


 




    	 	12	 



    	 



    

 


WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as
otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this Warrant, shall not be entitled
to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained
in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant, any of the rights
of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization,
issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive
dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled
to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing
any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the
Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6,
the Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company
generally, contemporaneously with the giving thereof to the stockholders; provided, however,
that the Company shall not be obligated to provide such notice or information if it is filed with the Securities and Exchange
Commission through EDGAR and available to the public through the EDGAR system.


 


TRANSFER
OF WARRANT.


 


Transferability.
This Warrant and all rights hereunder 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 three (3) Trading Days of the date the Holder delivers an assignment form to the Company assigning
this Warrant in full. The 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.


 


New
Warrants. If this Warrant is not held in global form through DTC (or any successor depositary), 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 7(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 the Issuance Date and shall be identical
with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 


Warrant
Register. The Warrant Agent (or, with respect to Warrants held through a physical certificate registered in the name of a
Holder other than Cede & Co., the Company) shall register this Warrant, upon records to be maintained by the Warrant Agent
(or, as applicable, the Company) for that purpose (the “Warrant Register”), in the name of the record Holder
hereof from time to time. The Company and the Warrant Agent 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.


 




    	 	13	 



    	 



    

 


NOTICES.
Any and all notices or other communications or deliveries to be provided by the Holders hereunder, including, without limitation,
any Exercise Notice, shall be in writing and delivered personally, by e-mail or sent by a nationally recognized overnight courier
service, addressed to the Company, at 123 Wright Brothers Drive, Salt Lake City, Utah 84116, Attention: Cameron Hoyler, General
Counsel, Email: cameronhoyler@polarityte.com, or such other email address or address as the Company may specify for such purposes
by notice to the Holders. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall
be in writing and delivered personally, by facsimile, by e-mail or sent by a nationally recognized overnight courier service addressed
to the Holder at the facsimile number, email address or address of the Holder appearing in the books of the Warrant Agent. Any
notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile number, if applicable, or e-mail at the e-mail address
set forth in this Section prior to 5:30 p.m. (Eastern time) on any date; (ii) the next Trading Day after the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile number, if applicable, or e-mail at the e-mail address
set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (Eastern time) on any Trading Day; (iii)
the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service; or (iv)
upon actual receipt by the party to whom such notice is required to be given. Notwithstanding any other provision of this Warrant,
where this Warrant provides for notice of any event to the Holder, if this Warrant is held in global form by DTC (or any successor
depositary), such notice shall be sufficiently given if given to DTC (or any successor depositary) pursuant to the procedures
of DTC (or such successor depositary), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant
to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.


 


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


 


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


 




    	 	14	 



    	 



    

 


GOVERNING
LAW. All questions concerning the construction,
validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the
law of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings
concerning the interpretation, enforcement and defense of this Warrant shall be commenced in the state and federal courts sitting
in the City of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably
submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New
York Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Each party hereto hereby
irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Warrant. If any party shall commence an action or proceeding to enforce any provisions of this
Warrant, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’
fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.


 


CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to
be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings
of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant.


 


DISPUTE
RESOLUTION.


 


Submission
to Dispute Resolution.


 


In
the case of a dispute relating to the Exercise Price, the Closing Sale Price, Black Scholes Value or fair market value or the
arithmetic calculation of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating
to the determination of any of the foregoing), the Company or the Holder (as the case may be) shall submit the dispute to the
other party pursuant to the notice provisions in Section 8 hereof (A) if by the Company, within five (5) Business Days after the
occurrence of the circumstances giving rise to such dispute or (B) if by the Holder, (x) if with respect to a Change of Control,
within thirty (30) days after the earlier of public disclosure of the purchase price per share of Common Stock in such Change
of Control or public disclosure of the consummation of such Change of Control, or (y) otherwise, within ten (10) Trading Days
after the Holder learns of the circumstances giving rise to such dispute (or, if the Holder thereafter learns new information
with respect to such circumstances, within ten (10) Trading Days after the Holder learns of such new information). If the Holder
and the Company are unable to promptly resolve such dispute relating to such Exercise Price, such Closing Sale Price, such Black
Scholes Value or such fair market value or such arithmetic calculation of the number of Warrant Shares (as the case may be), at
any time after the second (2nd) Business Day following such initial notice by the Company or the Holder (as the case may be) of
such dispute to the Company or the Holder (as the case may be), then the Holder and the Company shall mutually agree upon, and
select, an independent, reputable investment bank to resolve such dispute.


 




    	 	15	 



    	 



    

 


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


 


The
Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and
the Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The
fees and expenses of such investment bank shall be paid 50/50 by the Company and the Holder.


 


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


 




    	 	16	 



    	 



    

 


REMEDIES,
CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF.
The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant,
at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit
the right of the Holder to pursue actual and consequential damages for any failure by the Company to comply with the terms of
this Warrant. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than
as expressly provided herein. Amounts set forth or provided for herein with respect to payments, exercises and the like (and the
computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be
subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate.
The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled,
in addition to all other available remedies, to specific performance and/or temporary, preliminary and permanent injunctive or
other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving actual damages
and without posting a bond or other security. The Company shall provide all information and documentation to the Holder that is
requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Warrant
(including, without limitation, compliance with Section 1(g) hereof). The issuance of shares and certificates for shares as contemplated
hereby upon the exercise of this Warrant shall be made without charge to the Holder or such shares for any issuance tax or other
costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any
transfer involved in the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf. 


 


1.
PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Warrant
is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or
the holder otherwise takes action to collect amounts due under this Warrant or to enforce the provisions of this Warrant or (b)
there occurs any bankruptcy, reorganization, receivership of the company or other proceedings affecting company creditors’
rights and involving a claim under this Warrant, then the Company shall pay the costs incurred by the Holder for such collection,
enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without
limitation, attorneys’ fees and disbursements.






 




    	 	17	 



    	 



    

 


2.
TRANSFER.
This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company.


 


Warrant
AGENCY AGREEMENT. If this Warrant is held
in global form through DTC (or any successor depositary), this Warrant is issued subject to the Warrant Agency Agreement. To the
extent any provision of this Warrant conflicts with the express provisions of the Warrant Agency Agreement, the provisions of
this Warrant shall govern and be controlling.


 


3.
CERTAIN DEFINITIONS.
For purposes of this Warrant, the following terms shall have the following meanings:



 


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


 


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


 


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


 


“Approved
Stock Plan” means any employee benefit plan which has been approved by the board of directors of the Company prior to
or subsequent to the date hereof pursuant to which shares of Common Stock and options to purchase Common Stock may be issued to
any employee, officer, consultant or director for services provided to the Company in their capacity as such.


 


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


 






    	 	18	 



    	 



    

 


“Black
Scholes Value” means the value of the unexercised portion of this Warrant remaining on the date of the Holder’s
request pursuant to Section 4(c), which value is calculated using the Black Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg utilizing (i) an underlying price per share equal to the greater of (1) the highest Closing Sale Price of
the Common Stock during the period beginning on the Trading Day immediately preceding the announcement of the applicable Fundamental
Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s
request pursuant to Section 4(c) and (2) the sum of the price per share being offered in cash in the applicable Fundamental Transaction
(if any) plus the value of the non-cash consideration being offered in the applicable Fundamental Transaction (if any), (ii) a
strike price equal to the Exercise Price in effect on the date of the Holder’s request pursuant to Section 4(c), (iii) a
risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the greater of (1) the remaining term of
this Warrant as of the date of the Holder’s request pursuant to Section 4(c) and (2) the remaining term of this Warrant
as of the date of consummation of the applicable Fundamental Transaction or as of the date of the Holder’s request pursuant
to Section 4(c) if such request is prior to the date of the consummation of the applicable Fundamental Transaction, (iv) a zero
cost of borrow and (v) an expected volatility equal to the greater of 100% and the 30 day volatility obtained from the “HVT”
function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the earliest
to occur of (A) the public disclosure of the applicable Fundamental Transaction, (B) the consummation of the applicable Fundamental
Transaction and (C) the date on which the Holder first became aware of the applicable Fundamental Transaction.








 


“Bloomberg”
means Bloomberg, L.P.


 


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


 


“Change
of Control” means any Fundamental Transaction other than (i) any merger of the Company or any of its, direct or indirect,
wholly-owned subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or reclassification
of the shares of Common Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization
or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly traded securities
and, directly or indirectly, are, in all material respects, the holders of the voting power of the surviving entity (or entities
with the authority or voting power to elect the members of the board of directors (or their equivalent if other than a corporation)
of such entity or entities) after such reorganization, recapitalization or reclassification, or (iii) pursuant to a migratory
merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company or any of its subsidiaries.


 


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


 




    	 	19	 



    	 



    

 


“Common
Stock” means (i) the Company’s shares of common stock, $0.001 par value per share, and (ii) any capital stock
into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.


 


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


 


“Eligible
Market” means The New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital
Market or the Principal Market.


 


(a)
“Excluded Securities” means (i) shares of Common Stock, restricted stock units, stock appreciation rights,
options to purchase Common Stock or similar rights issued to directors, officers, employees or consultants of the Company for
services rendered to the Company in their capacity as such pursuant to an Approved Stock Plan; (ii) shares of Common Stock issued
upon the conversion or exercise of Convertible Securities (other than options to purchase Common Stock issued pursuant to an Approved
Stock Plan that are covered by clause (i) above) issued prior to the Issuance Date pursuant to the terms of such Convertible Securities
as in effect as of the Issuance Date; (iii) shares of Common Stock, Options and Convertible Securities issued pursuant to equipment
acquisitions, strategic mergers or acquisitions of other assets or businesses, or strategic licensing or development transactions,
provided that the primary purpose of such issuance is not to raise capital; and (iv) shares of Common Stock, Options and Convertible
Securities issued pursuant to the Rights Agreement dated as of November 7, 2019, by and between the Company and Equity Stock Transfer,
LLC.


 


“Fundamental
Transaction” means (i) the Company, directly or indirectly, in one or more related transactions effects any merger or
consolidation of the Company with or into another Person; (ii) the Company, directly or indirectly, effects any sale, lease, license,
assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related
transactions; (iii) 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;
(iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or
recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property; or (v) 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 or group of Persons whereby such other Person or group
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.


 




    	 	20	 



    	 



    

 


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


 


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


 


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


 


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


 


“Principal
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 American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market
or the New York Stock Exchange, or any successors to any of the foregoing.


 


“Registration
Statement” means, collectively, the shelf registration statement prepared by the Company on Form S-3 (File No. 333-229584),
including a base prospectus, relating to the Warrants, as amended as of the date hereof, as supplemented by any prospectus supplement
pursuant to Rule 424(b) of the 1933 Act, and all exhibits filed with or incorporated by reference into such registration statement.


 


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


 


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


 


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


 




    	 	21	 



    	 



    

 


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


 


“Transfer
Agent” means Equity Stock Transfer, LLC, the current transfer agent of the Company, with a mailing address of 237 West
37th Street, Suite 602, New York, NY 10018, a phone number of (212) 575-5757, facsimile number (347) 584-3644, and an e-mail address
of www.equitystock.com, and any successor transfer agent of the Company.


 


“Warrant
Agency Agreement” means that certain warrant agency agreement dated as of the Initial Exercise Date, between the Company
and the Transfer Agent.


 


“Warrant
Agent” means (i) with respect to Warrants held in book-entry form, Equity Stock Transfer, LLC, and any successor warrant
agent of the Company; and (ii) with respect to Warrants held through a physical certificate registered in the name of the Holder
(other than Cede & Co.), the Company.


 


“Warrants”
means this Warrant and other Common Stock Warrant Certificate issued by the Company upon a Warrant Exchange (as defined in Section
3(c) of the Warrant Agency Agreement) or otherwise pursuant to this Warrant or the Warrant Agency Agreement.


 




    	 	22	 



    	 



    

 


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


 


	 	Polarityte
    Inc. 
	 	 	 
	 	By:	            
	 	Name:	 
	 	Title:	 


 




    	 	 	 



    	 



    

 


EXHIBIT
A


 


EXERCISE
NOTICE


 


TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THE

COMMON STOCK WARRANT CERTIFICATE


 


Polarityte
Inc.


 


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


 


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


 


	 	[  ]	a
    “Cash Exercise” with respect to _________________ Warrant Shares; and/or
	 	 	 
	 	[  ]	a
    “Cashless Exercise” with respect to _______________ Warrant Shares.


 


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


 


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


 


3.
Maximum Percentage Representation. Notwithstanding anything to the contrary contained herein, this Exercise Notice shall
constitute a representation by the Holder of the Warrant submitting this Exercise Notice that after giving effect to the exercise
provided for in this Exercise Notice, such Holder (together with its affiliates) will not have beneficial ownership (together
with the beneficial ownership of such Person’s affiliates) of a number of shares of Common Stock which exceeds the Maximum
Percentage (as defined in the Warrant) of the total outstanding shares of Common Stock of the Company as determined pursuant to
the provisions of Section 1(f) of the Warrant.


 


4.
Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________
shares of Common Stock in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows:


 


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


 


	 	Issue
    to:	 
	 		 
	 	 	 


 


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


 


	 	DTC
    Participant:	
	 	 	 
	 	DTC
    Number:	
	 	 	 
	 	Account
    Number:	


 


	Date:
    _____________ __,__ 	 
	______________________	 
	Name
    of Registered Holder	 



 


	By:	 	 
	Name:	 	 
	Title:	 	 



 


	 	Tax
    ID:______________________________________	 
	 	 	 
	 	Facsimile:____________________________________	 
	 	 	 
	 	E-mail
    Address:_______________________________	 


 




    	 	 	 



    	 



    

 


EXHIBIT
B


 


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:	 	 
	 	 	(Please
    Print)
	 	 	 
	Address:	 	 
	 	 	(Please
    Print)
	 	 	 
	Phone
    Number:	 	
	 	 	 
	Email
    Address:	 	
	Dated:
    _______________ __, ______	 	 
	Holder’s
    Signature:______________________________________________
	Holder’s
    Address:_______________________________________________


 




    	 	 	 



    	 



    




Exhibit
2


 


Warrant
Agent Compensation


 


Engagement fee: $10,000


 


Maintenance fee: $150 per month