Exhibit 4.2








  


FORM OF AMENDED AND RESTATED


SERIES B WARRANTS 


 


IBIO, INC. 


 


Series B Warrant to Purchase Common Stock



 


Warrant
No.: 2019B-


Number of Shares of Common Stock:


Date
of Issuance: October 29, 2019 (“Issuance Date”)


Date of Amendment: February 20, 2020


 


iBio,
Inc., a Delaware corporation with headquarters located at 600 Madison Avenue, Suite 601, New York, New York 10022 (the “Company”),
certifies that, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, _____________________
the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms
set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant
to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the
 “Warrant”), at any time or times on or after the date hereof (the “Exercisability Date”),
but not after 5:30 p.m., New York Time, on the Expiration Date (as defined below), ________________ fully paid and nonassessable
shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized
terms in this Warrant shall have the meanings set forth in Section 17. This Warrant is one of a series of warrants to purchase
shares of Common Stock (collectively, the “Warrants”) issued on the Issuance Date.


 


1. EXERCISE OF WARRANT.


 


a.
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth
in Section 1(e)), this Warrant may be exercised by the Holder on any day on or after the Exercisability Date, in whole or
in part (but not as to fractional shares), by delivery of a written notice, in the form attached hereto as Exhibit A (the
 “Exercise Notice”), of the Holder’s election to exercise this Warrant. No ink-original Exercise Notice
shall be required, nor shall any medallion guarantee (or any other type of guarantee or notarization) of any Exercise Notice form
be required. No later than two (2) Trading Days following delivery of the Exercise Notice, if (A) a registration
statement registering the resale of the Warrant Shares under the Securities Act of 1933, as amended (the “Securities Act”),
is effective and available for the resale of the Warrant Shares, the Holder shall make payment to the Company of an amount equal
to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate
Exercise Price”) in cash or wire transfer of immediately available funds (a “Cash Exercise”) or (B)
the provisions of Section 1(d) are available, the Holder shall have exercised this Warrant pursuant to a Cashless Exercise (as
defined in Section 1(d)). The Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder;
provided, however, that in the event that this Warrant is exercised in full or for the remaining unexercised portion
hereof, the Holder shall deliver this Warrant to the Company for cancellation within a reasonable time after such exercise. On
or before the first Trading Day following the date on which the Company has received the Exercise Notice (the date upon which the
Company has received the Exercise Notice, the “Exercise Date”), the Company shall transmit by facsimile or e-mail
transmission an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company’s transfer
agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Notice
on or before the first Trading Day following the date on which the Company has received the Exercise Notice. On or before the second
(2nd) Trading Day following the date on which the Company has received the Exercise Notice, so long as the Holder delivers
the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date
on which the Company has received the Exercise Notice (the “Share Delivery Date”) (provided that if the
Aggregate Exercise Price (or notice of a Cashless Exercise) has not been delivered by such date, the Share Delivery Date shall
be one (1) Trading Day after the Aggregate Exercise Price (or notice of a Cashless Exercise) is delivered), the Company shall,
(X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast
Automated Securities Transfer Program (the “FAST Program”), upon the request of the Holder, credit such aggregate
number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s
balance account with DTC through its Deposit Withdrawal At Custodian system, or (Y), if the Transfer Agent is not participating
in the FAST Program or if the certificates are required to bear a legend regarding restriction on transferability, issue and dispatch
by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share
register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant
to such exercise. Upon delivery of the Exercise Notice, so long as the Holder delivers the Aggregate Exercise Price (or notice
of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company has received the Exercise
Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record and beneficial owner of the Warrant
Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the
Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this
Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented
by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company
shall as soon as practicable and in no event later than three Trading Days after any such submission and at its own expense, issue
a new Warrant (in accordance with Section 7(e)) representing the right to purchase the number of Warrant Shares purchasable
immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has
been and/or is exercised. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery
charges and any fees and expenses of the Company’s warrant or transfer agent) that may be payable with respect to the issuance
and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required
to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares
or Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax
liability that may arise as a result of transferring this Warrant, or Warrant Shares after exercise hereof, to a third party. While
this Warrant remains outstanding, the Company shall maintain a transfer agent that participates in the DTC Fast Automated Securities
Transfer Program.


 






    1


     


    

 


b.
Exercise Price. For purposes of this Warrant, “Exercise Price” means $0.22 per share of Common
Stock, subject to adjustment as provided herein.


 


c. Failure to
Timely Deliver Shares. If the Company shall fail for any reason or for no reason to issue to the Holder on or prior to
the Share Delivery Date in the manner required pursuant to Section 1(a) if the Transfer Agent is not participating in the DTC Fast
Automated Securities Transfer Program, a certificate for the number of shares of Common Stock to which the Holder is entitled and
register such shares of Common Stock on the Company’s share register or if the Transfer Agent is participating in the DTC
Fast Automated Securities Transfer Program, to credit the Holder’s balance account with DTC, for such number of shares of
Common Stock to which the Holder is entitled upon the Holder’s exercise of this Warrant (an “Exercise Failure”),
and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to
deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated
receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Trading Days after the Holder’s
request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total
purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased
(the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue
such shares of Common Stock) or credit such Holder’s balance account with DTC for such shares of Common Stock shall terminate,
or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common
Stock or credit such Holder’s balance account with DTC, as applicable, and pay cash to the Holder in an amount equal to the
excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) any trading price
of the Common Stock selected by the Holder in writing as in effect at any time during the period beginning on the applicable Exercise
Date and ending on the applicable Share Delivery Date. Nothing shall limit the Holder’s right to pursue any other remedies
available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive
relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically
deliver such Common Stock) upon the exercise of this Warrant as required pursuant to the terms hereof.


 


d. Cashless Exercise.
Notwithstanding anything contained herein to the contrary, if a registration statement registering the issuance of the Warrant
Shares under the Securities Act is not effective or available for the issuance of the Warrant Shares, 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 shares of Common Stock determined according to the following formula (a “Cashless Exercise”):


 






    2


     


    




 


	Net Number =	(A x B) - (A x C)
	 	            B


 


For purposes of the foregoing formula:


 


	A =	the total number of shares with respect to which this Warrant is then being exercised.
	 	 
	B =	the last Weighted Average Price available immediately preceding the time of delivery of the Exercise Notice giving rise to the applicable “cashless exercise”, as set forth in the applicable Exercise Notice.
	 	 
	C =	the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 


The
Company hereby covenants and agrees that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired
by the Holder pursuant to Section 3(a)(9) of the Securities Act and the Warrant Shares shall take on the registered characteristics
of the Warrants being exercised. The Company agrees not to take any position contrary to this Section 1(d). For purposes of Rule
144(d) promulgated under the Securities Act, as in effect on the date hereof, assuming the Holder is not an affiliate of the Company,
the Company hereby acknowledges and agrees 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 closing date of the offering
pursuant to which the Company was obligated to issue this Warrant.


 


e.
Limitations on Exercises. (1) The Company shall not effect the exercise of this Warrant, and the Holder shall not have
the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Holder (together with such Holder’s
affiliates and any other Persons acting as a group together) would beneficially own in excess of 4.99% (or, upon election
by a Holder prior to the issuance of any Warrants, 9.99%) (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 such Person and its affiliates shall include 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 (i) exercise of the remaining, unexercised portion of this Warrant beneficially
owned by such Person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other
securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible
notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation
contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be
calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
it being acknowledged that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)
of the Exchange Act, and the Holder is solely responsible for any schedules required to be filed in accordance therewith. For purposes
of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding
shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K
or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement
by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock
outstanding. For any reason at any time, upon the written or oral request of the Holder, where such request indicates that it is
being made pursuant to this Warrant, the Company shall within one Trading Day confirm orally and in writing to the Holder the number
of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after
giving effect to the conversion or exercise of securities of the Company, including the Warrants, by the Holder and its affiliates
since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the
Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice;
provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the
Company and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of Warrants. 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(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect
to such limitation.


 






    3


     


    

 


f. 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 that the Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay
a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price.


 


g. Call Provision.
Subject to the provisions of Section 1(e) and this Section 1(g), if, after the Exercisability Date, (i) the Weighted Average Price
during any 20 consecutive Trading Days (the “Measurement Period,” which shall not have commenced until after
the Exercisability Date) exceeds $1.00 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends
and the like after the Exercisability Date) for any 10 Trading Days during such Measurement Period and (ii) the daily trading volume
for each Trading Day during such Measurement Period exceeds $50,000 per Trading Day, then the Company may, within one (1) Trading
Day of the end of such Measurement Period, call for cancellation of all or any portion of this Warrant for which an Exercise Notice
has not yet been delivered (such right, a “Call”) for consideration equal to $0.001 per Warrant Share. To exercise
this right, the Company must deliver to the Holder an irrevocable written notice (a “Call Notice”), indicating
therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions set forth below for
such Call are satisfied during the period from the date of the Call Notice through and including the Call Date (as defined below),
then any portion of this Warrant subject to such Call Notice for which an Exercise Notice shall not have been received by the Call
Date will be cancelled at 6:30 p.m. (New York City time) on the tenth (10th) Trading Day after the date the Call Notice is received
by the Holder (such date and time, the “Call Date”). Any unexercised portion of this Warrant to which the Call
Notice does not pertain will be unaffected by such Call Notice. In furtherance thereof, the Company covenants and agrees that it
will honor all Exercise Notices with respect to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New
York City time) on the Call Date. The Company and Holder each agree that any Exercise Notice delivered following a Call Notice
which calls less than all of the Warrants shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior
to reducing the remaining Warrant Shares available for purchase under this Warrant. For example, if (A) this Warrant then permits
the Holder to acquire 100 Warrant Shares, (B) a Call Notice pertains to 75 Warrant Shares, and (C) prior to 6:30 p.m. (New York
City time) on the Call Date the Holder tenders an Exercise Notice in respect of 50 Warrant Shares, then (x) on the Call Date the
right under this Warrant to acquire 25 Warrant Shares will be automatically cancelled, (y) the Company, in the time and manner
required under this Warrant, will have issued and delivered to the Holder 50 Warrant Shares in respect of the exercises following
receipt of the Call Notice, and (z) the Holder may, until the Termination Date, exercise this Warrant for 25 Warrant Shares (subject
to adjustment as herein provided and subject to subsequent Call Notices). Subject again to the provisions of this Section 1(g),
the Company may deliver subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an
Exercise Notice. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice
or require the cancellation of this Warrant (and any such Call Notice shall be void), unless, from the beginning of the Measurement
Period through the Call Date, (1) the Company shall have honored in accordance with the terms of this Warrant all Exercise Notices
delivered by 6:30 p.m. (New York City time) on the Call Date, (2) a registration statement shall be effective as to all Warrant
Shares and the prospectus thereunder available for use by the Company for the sale of all such Warrant Shares to the Holder, (3)
the Common Stock shall be listed or quoted for trading on the Principal Market, (4) there is a sufficient number of authorized
shares of Common Stock for issuance of all Warrant Shares, (5) the issuance of the Warrant Shares subject to such Call Notice shall
not cause a breach of any provision of Section 1(e) herein, and (6) the Holder is not in possession of any information that constitutes,
or might constitute, material non-public information which was provided by the Company or its agents. The Company’s right
to call the Warrants under this Section 1(g) shall be exercised ratably among the Holders based on the then outstanding Warrants.


 


2. 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.


 






    4


     


    

 


(a) Stock Dividends
and Splits. Without limiting any provision of Section 2(b), Section 3 or Section 4, if the Company, at any time on or after
the Issuance Date, (i) pays a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise
makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides (by any stock split,
stock dividend, recapitalization or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger
number of shares or (iii) combines (by combination, reverse stock split or otherwise) one or more classes of its then outstanding
shares of Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction
of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the
denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant
to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall
become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment
under this paragraph occurs during the period that an Exercise Price is calculated hereunder, then the calculation of such Exercise
Price shall be adjusted appropriately to reflect such event.


 


(b) [Reserved.]


 


(c)
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).


 


(d) [Reserved.]


 


(e) [Reserved.]


 


(f) [Reserved.]


 


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


 


(h) Voluntary
Adjustment by Company. Subject to the rules and regulations of the Principal Market, the Company may at any time during the
term of this Warrant, with the prior written consent of the Required Holders, reduce the then current Exercise Price to any amount
and for any period of time deemed appropriate by the board of directors of the Company.


 


3. RIGHTS UPON
DISTRIBUTION OF ASSETS. 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 or options 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:


  


a. any Exercise Price
in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common
Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price
determined by multiplying such Exercise Price by a fraction of which (i) the numerator shall be the Weighted Average Price
of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as
jointly determined by the Company’s Board of Directors and the Required Holders) applicable to one share of Common Stock,
and (ii) the denominator shall be the Weighted Average Price of the shares of Common Stock on the Trading Day immediately
preceding such record date; and


 






    5


     


    

 


b. the number of
Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately prior
to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive
the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding paragraph (a); provided
that in the event that the Distribution is of shares of Common Stock or common stock of a company whose common shares are traded
on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”),
then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of
Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into
the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had
the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product
of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms
of the immediately preceding paragraph (a) and the number of Warrant Shares calculated in accordance with the first part of
this paragraph (b).


 


4. PURCHASE RIGHTS. FUNDAMENTAL TRANSACTIONS.


 


a. 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 shares 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 on the exercise of this Warrant) 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, issue 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 exceeding
the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial
ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent
shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding
the Maximum Percentage, at which time the Holder shall be granted such right to the same extent as if there had been no such limitation).


 


b. Fundamental Transactions.
Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed, and be substituted for the Company (so
that from and after the date of such 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 the 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 Fundamental Transaction, in lieu of the shares
of the Common Stock (or other securities, cash, assets or other property purchasable 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), if any, that the Holder would have been entitled to receive upon the happening of such
Fundamental Transaction had this Warrant been exercised immediately prior to such Fundamental Transaction, as adjusted in accordance
with the provisions of this Warrant. In addition to and not in substitution for any other rights hereunder, prior to the consummation
of any 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 ensure that the Holder will thereafter have the right to receive upon an exercise of this Warrant within
90 days after the consummation of the Fundamental Transaction but, in any event, prior to the Expiration Date, in lieu of the shares
of the Common Stock (or other securities, cash, assets or other property) purchasable 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 such Fundamental
Transaction had the Warrant been exercised immediately prior to such Fundamental Transaction and shall be applied 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 Required Holders. The provisions of this Section 4(b)(ii) shall apply similarly and equally to successive
Fundamental Transactions and Corporate Events and shall be applied without regard to any limitations on the exercise of this Warrant.
Notwithstanding the foregoing, in the event of a Fundamental Transaction that has been approved by the Company’s board of
directors, at the request of the Holder delivered no later than five (5) Business Days following the consummation of such Fundamental
Transaction, the Company (or the Successor Entity) shall purchase this Warrant from the Holder by paying to the Holder, within
five (5) Business Days after such request (or, if later, on the date of consummation of the Fundamental Transaction) cash in an
amount equal to the Black Scholes Value of the remaining unexercised portion of this Warrant as of the date of the consummation
of such Fundamental Transaction.


 






    6


     


    

  


5. RESERVATION
OF WARRANT SHARES. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized
but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise
of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and deliverable upon the exercise
of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder (taking into
account the adjustments and restrictions in Section 2). Such reservation shall comply with the provisions of Section 1.
The Company covenants that all shares of Common Stock so issuable and deliverable shall, upon issuance and the payment of the applicable
Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable. The
Company will take all such actions as may be necessary to assure that such shares of Common Stock may be issued as provided herein
without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation
system upon which the Common Stock may be listed.


 


6. WARRANT HOLDER
NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity
as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the
Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s
capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold
consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger,
conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance
to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition,
nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon
exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company.


 


7. REGISTRATION
AND REISSUANCE OF WARRANTS.


 


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


 


b. Transfer of
Warrant. This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company, except as
may otherwise be required by applicable securities laws. Subject to applicable securities laws, if this Warrant is to be transferred,
the Holder shall surrender this Warrant to the Company together with all applicable transfer taxes, whereupon the Company will
forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(e)), registered as the
Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less
than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(e))
to the Holder representing the right to purchase the number of Warrant Shares not being transferred. 


 


c. Lost, Stolen
or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder
to the Company in customary form or the provision of reasonable security by the Holder to the Company and, in the case of mutilation,
upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance
with Section 7(e)) representing the right to purchase the Warrant Shares then underlying this Warrant.


 






    7


     


    

 


d. Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the
Company together with all applicable transfer taxes, for a new Warrant or Warrants (in accordance with Section 7(e)) representing
in the aggregate the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will
represent the right to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender;
provided, however, that the Company shall not be required to issue Warrants for fractional shares of Common Stock
hereunder.


 


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


 


8.
NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall
be given in accordance with the information set forth in the Warrant Register. The Company shall provide the Holder with prompt
written notice of all actions taken pursuant to this Warrant, including, in reasonable detail, a description of such action and
the reason or reasons therefore. Without limiting the generality of the foregoing, the Company will give written notice to the
Holder (i) promptly upon any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation
of such adjustment and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with
respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales
of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record
holders of any class of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transactions,
dissolution or liquidation; provided that in each case, such information shall be made known to the public prior to or in
conjunction with such notice being provided to the Holder. 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 facsimile or e-mail, or sent by a nationally recognized overnight courier service, addressed to the Company, at 600 Madison
Avenue, Suite 1601, New York, NY 10022-1737, Attention: Chief Financial Officer and Secretary, facsimile number: 1(212)246-8330,
email address: ibioinvestors@ibioinc.com, or such other facsimile number, email address or address as the Company may specify for
such purposes by notice to the Holders. Any notice or other communication or deliveries hereunder shall be deemed given and effective
on the earliest of (i) the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number
or via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next
Trading Day after the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number
or via 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. (New York
City 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. To the extent
that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.


 


9. NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Amended and
Restated Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of
this Warrant, 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 (i) 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,
(ii) shall use all reasonable efforts to take all such actions as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant and (iii) shall,
so long as any of the Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and
unissued shares of Common Stock, solely for the purpose of effecting the exercise of the Warrants, the number of shares of Common
Stock as shall from time to time be necessary to effect the exercise of the Warrants then outstanding (without regard to any limitations
on exercise).


 






    8


     


    

 


10. AMENDMENT AND
WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended or waived, only with the written
consent of the Company and the Holder.


 


11.
GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning
the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State
of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York
or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.
The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New
York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is improper. The Company hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to the
Company at the address set forth in Section 8 above or such other address as the Company subsequently delivers to the Holder and
agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed
or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction
to collect on the Company's obligations to the Holder, to realize on any collateral or any other security for such obligations,
or to enforce a judgment or other court ruling in favor of the Holder.


 


12. CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and all the investors 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.


 


13. DISPUTE RESOLUTION.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the
Company shall submit the disputed determinations or arithmetic calculations via facsimile within two Trading Days of receipt of
the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to
agree upon such determination or calculation of the Exercise Price or the Warrant Shares within five Trading Days of such disputed
determination or arithmetic calculation being submitted to the Holder, then the Company shall, within two (2) Trading Days submit
via facsimile (a) the disputed determination of the Exercise Price to an independent, reputable investment bank selected by
the Company and approved by the Holder or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s
independent, outside accountant. The Company shall cause the investment bank or the accountant, as the case may be, to perform
the determinations or calculations and notify the Company and the Holder of the results no later than 10 Trading Days from the
time it receives the disputed determinations or calculations. Such investment bank’s or accountant’s determination
or calculation, as the case may be, shall be binding upon all parties absent demonstrable error. The expenses of the investment
bank and accountant will be borne by the Company unless the investment bank or accountant determines that the determination of
the Exercise Price or the arithmetic calculation of the Warrant Shares by the Holder was incorrect, in which case the expenses
of the investment bank and accountant will be borne by the Holder.


 


14.
REMEDIES, 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 damages for any failure
by the Company to comply with the terms of this Warrant. The Company acknowledges that a breach by it of its obligations hereunder
may 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 seek an injunction restraining any breach. Notwithstanding the foregoing or anything else herein
to the contrary, other than as expressly provided in Section 1(c) hereof, if the Company is for any reason unable to issue
and deliver Warrant Shares upon exercise of this Warrant as required pursuant to the terms hereof, the Company shall have no obligation
to pay to the Holder any cash or other consideration or otherwise “net cash settle” this Warrant. If the Company
or any Holder 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.


 






    9


     


    

 


15. LIMITATION
ON LIABILITY. No provisions hereof, in the absence of affirmative action by the Holder to purchase Warrant Shares hereunder,
shall give rise to any liability of the Holder to pay the Exercise Price or as a shareholder of the Company (whether such liability
is asserted by the Company or creditors of the Company).


 


16. SUCCESSORS
AND ASSIGNS. This Warrant shall bind and inure to the benefit of and be enforceable by the Company and the Holder and their
respective permitted successors and assigns.


 


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


 


a.
[Reserved.]


 


b. [Reserved.]


 


c.
“Black Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model
obtained from the “OV” function on Bloomberg determined as of the day immediately following the first public announcement
of the applicable Fundamental Transaction, or, if the Fundamental Transaction is not publicly announced, the date the Fundamental
Transaction is consummated, for pricing purposes and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury
rate for a period equal to the remaining term of this Warrant as of such date of request, (ii) an expected volatility obtained
from the HVT function on Bloomberg as of the day immediately following the public announcement of the applicable Fundamental Transaction,
or, if the Fundamental Transaction is not publicly announced, the date the Fundamental Transaction is consummated, (iii) the underlying
price per share used in such calculation shall be the highest Weighted Average Price during the five (5) Trading Days prior to
the closing of the Fundamental Transaction, (iv) a zero cost of borrow and (v) a 360 day annualization factor.


 


d. “Bloomberg” means
Bloomberg LP.


 


e. “Certificate
of Designation” means the Certificate of Designation, Preferences and Rights of the Series C Convertible Preferred Stock,
par value $0.001 per share, of the Company.


 


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


 


g. “Convertible
Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable
or exchangeable for shares of Common Stock.


 


h. “Eligible
Market” means The New York Stock Exchange, Inc., the NYSE American or The Nasdaq Stock Market.


 


i.
[Reserved.] 


 


j.
 [Reserved.]


 


k. “Expiration
Date” means the seven (7)-year anniversary of the Issuance Date or, if such date falls on a day other than a Trading
Day or on which trading does not take place on the Principal Market, 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 (a
 “Holiday”), the next date that is not a Holiday.


 






    10


     


    

 


l. “Fundamental
Transaction” means that the Company shall, directly or indirectly, in one or more related transactions, (i) consolidate
or merge with or into another Person, (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the
properties or assets of the Company to another Person, (iii) allow another Person to make a purchase, tender or exchange offer
that is accepted by the holders of more than 50% of either the outstanding shares of Common Stock (not including any shares of
Common Stock held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to,
such purchase, tender or exchange offer), (iv) consummate a stock purchase agreement or other business combination (including,
without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other
Person acquires more than 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 purchase
agreement or other business combination), (v) reorganize, recapitalize or reclassify its Common Stock or (vi) any “person”
or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become
the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate
ordinary voting power represented by issued and outstanding Common Stock.


 


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


 


n. “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.


 


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


 


p. “Principal
Market” means NYSE American.


 


q. “Required
Holders” means the holders of the Warrants representing at least a majority of shares of Common Stock underlying the
Warrants then outstanding.


 


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


 


s. “Trading
Day” means 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.


 


t. “Weighted
Average Price” 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 the Common Stock, then on the principal
securities exchange on which the Common Stock is then traded, during the period beginning at 9:30:01 a.m., New York City time,
and ending at 4:00:00 p.m., New York City time, as reported by Bloomberg through its “Volume at Price” function 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 City time, and ending at 4:00:00
p.m., New York City 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 Inc. If the Weighted Average Price cannot
be calculated for such security on such date on any of the foregoing bases, the Weighted Average Price of such security on such
date shall be the fair market value as mutually determined by the Company and the Required Holders. If the Company and the Required
Holders are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 13
with the term “Weighted Average Price” being substituted for the term “Exercise Price.” All such determinations
shall be appropriately adjusted for any share dividend, share split or other similar transaction during such period.


  


[Signature Page Follows]


 



    11


     


    




 


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.


 


	 	IBIO, INC.
	 	 
	 	By:	 
	 	 	Name: Robert B. Kay
	 	 	Title: Chief Executive Officer


 


[Signature Page to Warrant]





 



    


     


    




 


EXHIBIT A 


 


EXERCISE
NOTICE  


TO BE EXECUTED BY THE REGISTERED HOLDER
TO EXERCISE THIS 


WARRANT
TO PURCHASE COMMON STOCK  


IBIO, INC. 


 


The
undersigned holder hereby exercises the right to purchase                   of
the shares of Common Stock (“Warrant Shares”) of IBIO, INC., a Delaware corporation (the “Company”),
evidenced by the attached Series B Warrant to Purchase Common Stock (the “Warrant”). Capitalized terms
used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.


 


1. Exercise Price. The Holder intends
that payment of the Exercise Price shall be made as (check one):


 


 ̈
Cash Exercise under Section 1(a).


 


 ̈
Cashless Exercise under Section 1(d) (provided the conditions therein are satisfied).


 


2. Cash Exercise. If the Holder
has elected a Cash Exercise, the Holder shall pay the sum of $          to the Company in
accordance with the terms of the Warrant.


 


3. Delivery of Warrant Shares. The
Company shall deliver to the holder                 Warrant
Shares in accordance with the terms of the Warrant.


 


4.
Representations and Warranties. By its delivery of this Exercise Notice, the undersigned represents and warrants to the
Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of
shares of Common Stock (determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted
to be owned under Section 1(e) of this Warrant to which this notice relates.


 


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


 


	 	 	 
	 	 	 
	 	 	 


 


Date:             ,
  


Name
of Registered Holder:       


 


	By:	 	 
	 	Name:	 
	 	Title:	 





 


	 	ACKNOWLEDGMENT
	 	 
	 	The Company hereby acknowledges
this Exercise Notice.
	 	 
	 	IBIO, INC.
	 	 
	 	By:	                  
	 		Name:
	 		Title:













 


[Signature Page to Exercise Warrant]