Exhibit 4.1


 


AXOVANT GENE THERAPIES LTD.


 


FORM OF WARRANT TO PURCHASE COMMON SHARES


 


Number of Shares: [
          ] (subject to adjustment)


 


	Warrant No. CS - [           ]	 	Original Issue Date: February 24, 2020


 


Axovant Gene Therapies Ltd., an exempted company incorporated
and existing under the laws of Bermuda (the “Company”), hereby certifies that, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, [           ] or
its registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the
Company up to a total of [             ] common shares, $0.00001 par
value per share (the “Common Shares”), of the Company (each such share, a “Warrant Share”
and all such shares, the “Warrant Shares”) at an exercise price per share equal to $0.00001 per share (as adjusted
from time to time as provided in Section 9 herein, the “Exercise Price”) upon surrender of this Warrant to Purchase
Common Shares (including any Warrants to Purchase Common Shares issued in exchange, transfer or replacement hereof, the “Warrant”)
at any time and from time to time on or after the date hereof (the “Original Issue Date”) until the Warrant
has been exercised in full, subject to the following terms and conditions:


 


1. Definitions. For purposes of this Warrant, the following
terms shall have the following meanings:


 


(a) “Affiliate” means any Person directly
or indirectly controlled by, controlling or under common control with, a Holder, as such terms are used in and construed under
Rule 405 under the Securities Act, but only for so long as such control shall continue.


 


(b) “Commission” means the United States
Securities and Exchange Commission.


 


(c) “Closing Sale Price” means, for any security
as of any date, the last trade price for such security on the Principal Trading Market for such security, as reported by Bloomberg
L.P., or, if such Principal Trading Market begins to operate on an extended hours basis and does not designate the last trade price,
then the last trade price of such security prior to 4:00 P.M., New York City time, as reported by Bloomberg L.P., or if the security
is not listed for trading on a national securities exchange or other trading market on the relevant date, the last quoted bid price
for the security in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. (or a similar organization
or agency succeeding to its functions of reporting prices). 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 in good faith 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 the Board of Directors of the Company shall use its good faith judgment to determine the
fair market value. The Board of Directors’ determination shall be binding upon all parties absent demonstrable error. All
such determinations shall be appropriately adjusted for any share dividend, share split, share combination or other similar transaction
during the applicable calculation period.


 


(d) “Marketable Securities” means securities
meeting all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is then current in
its filing of all required reports and other information under the Securities Act and the Exchange Act; (ii) the class and series
of shares or other security of the issuer that would be received by Holder in connection with the Fundamental Transaction (as defined
below) were Holder to exercise this Warrant on or prior to the closing thereof is then traded or quoted on a nationally recognized
securities exchange, inter-dealer quotation system or over-the-counter market, and (iii) following the closing of such Fundamental
Transaction, the Holder would not be restricted from publicly re-selling all of the issuer’s shares and/or other securities
that would be received by the Holder in such Fundamental Transaction were the Holder to exercise or convert this Warrant in full
on or prior to the closing of such Fundamental Transaction, except to the extent that any such restriction (x) arises solely under
federal or state securities laws, rules or regulations, and (y) does not extend beyond six (6) months from the closing of such
Fundamental Transaction.


 


(e) “Principal Trading Market” means the
national securities exchange or other trading market on which the Common Shares are primarily listed on and quoted for trading,
which, as of the Original Issue Date, shall be the Nasdaq Global Select Market.


 






    


     


    

 


(f) “Registration Statement” means the Company’s
Registration Statement on Form S-3 (File No. 333- 215387), that was declared effective on January 13, 2017.


 


(g) “Securities Act” means the Securities
Act of 1933, as amended.


 


(h) “Trading Day” means any weekday on which
the Principal Trading Market is open for trading. If the Common Shares are not listed or admitted for trading, “Trading 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
banking institutions in New York City are authorized or required by law or other governmental action to close.


 


(i) “Transfer Agent” means American Stock
Transfer & Trust Company, LLC, the Company’s transfer agent and registrar for the Common Share, and any successor appointed
in such capacity.


 


2. Issuance of Securities; Registration of Warrants.
The Warrant, as initially issued by the Company, is offered and sold pursuant to the Registration Statement. As of the Original
Issue 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 Exchange Act as in effect on the
Original Issue Date, the Warrant Shares, are not “restricted securities” under Rule 144 promulgated under the Securities
Act. The Company shall register ownership of this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder (which shall include the initial Holder or, as the case may be, any assignee
to which this Warrant is assigned hereunder) 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.


 


3. Registration of Transfers. Subject to compliance with
all applicable securities laws, the Company shall, or will cause its Transfer Agent to, register the transfer of all or any portion
of this Warrant in the Warrant Register, upon surrender of this Warrant, and payment for all applicable transfer taxes (if any).
Upon any such registration or transfer, a new warrant to purchase Common Shares in substantially the form of this Warrant (any
such new warrant, a “New Warrant”) evidencing the portion of this Warrant so transferred shall be issued to
the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued
to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant. The
Company shall, or will cause its Transfer Agent to, prepare, issue and deliver at the Company’s own expense any New Warrant
under this Section 3. Until due presentment for registration of transfer, the Company may treat the registered Holder hereof as
the owner and holder for all purposes, and the Company shall not be affected by any notice to the contrary.


 


4. Exercise and Duration of Warrants.


 


(a) All or any part of this Warrant shall be exercisable by
the registered Holder in the manner set forth in Section 10 at any time and from time to time on or after the Original Issue Date.


 


(b) The Holder may exercise this Warrant by delivering to the
Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the “Exercise Notice”), completed
and duly signed, and (ii) payment of the Exercise Price in cash or immediately available funds for the number of Warrant Shares
as to which this Warrant is being exercised. The date on which such exercise notice is delivered to the Company (as determined
in accordance with the notice provisions hereof) is an “Exercise Date.” The Holder shall not be required to
deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have
the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining
number of Warrant Shares, if any. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by
reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of
Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.


 






    


     


    

 


5. Delivery of Warrant Shares.


 


(a) Upon exercise of this Warrant, the Company shall promptly
(but in no event later than two (2) Trading Days after the Exercise Date), upon the request of the Holder, credit such aggregate
number of Common Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s
balance account with The Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system,
or if the Transfer Agent is not participating in the Fast Automated Securities Transfer Program (the “FAST Program”),
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 Common Shares to which the Holder is entitled pursuant
to such exercise. The Holder, or any natural person or legal entity (each, a “Person”) so designated by the
Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise
Date, 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.


 


(b) If by the close of the second (2nd) Trading Day after the
Exercise Date, the Company fails to deliver to the Holder a certificate representing the required number of Warrant Shares in the
manner required pursuant to Section 5(a) or fails to credit the Holder’s DTC account for such number of Warrant Shares
to which the Holder is entitled, and if after such third (3rd) Trading Day and prior to the receipt of such Warrant Shares, the
Holder purchases (in an open market transaction or otherwise) Common Shares 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, within two (2) Trading Days after the Holder’s request promptly honor its obligation to deliver to the Holder a certificate
or certificates representing such Warrant Shares and pay cash to the Holder in an amount equal to the excess (if any) of Holder’s
total purchase price (including brokerage commissions, if any) for the Common Shares so purchased in the Buy-In less the product
of (A) the number of Common Shares purchased in the Buy-In, times (B) the Closing Sale Price of a Common Share on the Exercise
Date.


 


(c) To the extent permitted by law and subject to Section 5(b),
the Company’s obligations to issue and deliver Warrant Shares in accordance with and subject to the terms hereof (including
the limitations set forth in Section 11 below) are absolute and unconditional, irrespective of any action or inaction by the Holder
to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person
or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged
breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder
or any other Person, and irrespective of any other circumstance that might otherwise limit such obligation of the Company to the
Holder in connection with the issuance of Warrant Shares. Subject to Section 5(b), nothing herein 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 Common
Shares upon exercise of the Warrant as required pursuant to the terms hereof.


 


6. Charges, Taxes and Expenses. Issuance and delivery
of certificates for Common Shares upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer
tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance of
such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company
shall not be required to pay any tax that may be payable in respect of any transfer involved in the registration of any certificates
for Warrant Shares or the 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 holding or transferring this Warrant or receiving Warrant Shares upon
exercise hereof.


 


7. Replacement of Warrant. If this Warrant is mutilated,
lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation
hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory
to the Company of such loss, theft or destruction (in such case) and, in each case, a customary and reasonable indemnity and surety
bond, if requested by the Company. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable
regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant is requested
as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition
precedent to the Company’s obligation to issue the New Warrant.


 


8. Reservation of Warrant Shares. The Company covenants
that it will, at all times while this Warrant is issued and outstanding, reserve and keep available out of the aggregate of its
authorized but unissued and otherwise unreserved Common Shares, solely for the purpose of enabling it to issue Warrant Shares upon
exercise of this Warrant as herein provided, the number of Warrant Shares that are initially issuable and deliverable upon the
exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the
Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares 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 non-assessable. The Company will take all such action as may be reasonably necessary
to assure that such Common Shares 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 Shares may be listed. The Company
further covenants that it will not, without the prior written consent of the Holder, take any actions to increase the par value
of the Common Shares at any time while this Warrant is issued and outstanding.


 






    


     


    

 


9. Certain Adjustments. 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
9.


 


(a) Share Dividends and Splits. If the Company, at any
time while this Warrant is issued and outstanding, (i) pays a share dividend on its Common Shares or otherwise makes a distribution
on any class of capital shares issued and outstanding on the Original Issue Date and in accordance with the terms of such shares
on the Original Issue Date or as amended, as described in the Registration Statement, that is payable in Common Shares, (ii) subdivides
its issued and outstanding Common Shares into a larger number of Common Shares, (iii) combines its issued and outstanding Common
Shares into a smaller number of Common Shares or (iv) issues by reclassification of capital shares any additional Common Shares
of the Company, then in each such case the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the
number of Common Shares issued and outstanding immediately before such event and the denominator of which shall be the number of
Common Shares issued and 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 shareholders entitled to receive such dividend
or distribution, provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date
fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter
the Exercise Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment
pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision
or combination.


 


(b) Pro Rata Distributions. If the Company, at any time
while this Warrant is issued and outstanding, distributes to all holders of Common Shares for no consideration (i) evidences of
its indebtedness, (ii) any security (other than a distribution of Common Shares covered by the preceding paragraph), (iii) rights
or warrants to subscribe for or purchase any security, or (iv) cash or any other asset (in each case, a “Distribution”),
other than a reclassification as to which Section 9(c) applies, 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 Common
Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without
limitation, the ownership limitation set forth in Section 11(a) hereof) immediately before the date of which a record is taken
for such Distribution, or, if no such record is taken, the date as of which the record holders of Common Shares are to be determined
for the participation in such Distribution (provided, however, to the extent that the Holder’s right to participate in any
such Distribution would result in the Holder exceeding the ownership limitation set forth in Section 11(a) hereof, then the Holder
shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any Common Shares as
a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of
the Holder until the earlier of (i) such time, if ever, as the delivery to such Holder of such portion would not result in the
Holder exceeding the ownership limitation set forth in Section 11(a) hereof and (ii) such time as the Holder has exercised this
Warrant.


 


(c) Fundamental Transactions. If, at any time while this
Warrant is issued and outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person,
in which the Company is not the surviving entity and in which the shareholders of the Company immediately prior to such merger
or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after
such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in
one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company
or another Person), holders of share capital tender shares representing more than 50% of the voting power of the capital shares
of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates
a share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off
or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the voting power of the capital
shares of the Company (except for any such transaction in which the shareholders of the Company immediately prior to such transaction
maintain, in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) the
Company effects any reclassification of the Common Shares or any compulsory share exchange pursuant to which the Common Shares
are effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or
combination of Common Shares covered by Section 9(a) above) (in any such case, a “Fundamental Transaction”),
then following such Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same
amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental
Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then
issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained herein (the “Alternate
Consideration”). The Company shall not effect any Fundamental Transaction in which the Company is not the surviving entity
or the Alternate Consideration includes securities of another Person unless (i) the Alternate Consideration is solely cash and
the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to Section 10 below or (ii)
prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or other Person (including
any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate Consideration as, in
accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this Warrant.
The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction type.
Notwithstanding the foregoing, in the event of a Fundamental Transaction where the consideration payable to holders of Common Shares
consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities, then this Warrant
shall automatically be deemed to be exercised in full in a “cashless exercise” pursuant to Section 10 below effective
immediately prior to and contingent upon the consummation of such Fundamental Transaction.


 






     


     


    

 


(d) Number of Warrant Shares. Simultaneously with any
adjustment to the Exercise Price pursuant to Section 9 (including any adjustment to the Exercise Price that would have been effected
but for the final sentence in this paragraph (d)), 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 increased or decreased number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior
to such adjustment. Notwithstanding the foregoing, in no event may the Exercise Price be adjusted below the par value of the Common
Shares then in effect.


 


(e) Calculations. All calculations under this Section
9 shall be made to the nearest one-millionth of one cent or the nearest share, as applicable.


 


(f) Notice of Adjustments. Upon the occurrence of each
adjustment pursuant to this Section 9, the Company at its expense will, at the written request of the Holder, promptly compute
such adjustment, in good faith, in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment,
including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable
upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail
the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate
to the Holder and to the Company’s transfer agent.


 


(g) Notice of Corporate Events. If, while this Warrant
is issued and outstanding, the Company (i) declares a dividend or any other distribution of cash, securities or other property
in respect of its Common Shares, including, without limitation, any granting of rights or warrants to subscribe for or purchase
any capital shares of the Company or any subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits
shareholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of
the affairs of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material non-public
information, the Company shall deliver to the Holder a notice of such transaction at least ten (10) days prior to the applicable
record or effective date on which a Person would need to hold Common Shares in order to participate in or vote with respect to
such transaction; provided, however, that the failure to deliver such notice or any defect therein shall not affect the validity
of the corporate action required to be described in such notice. In addition, if while this Warrant is issued and outstanding,
the Company authorizes or approves, enters into any agreement contemplating or solicits shareholder approval for any Fundamental
Transaction contemplated by Section 9(c), other than a Fundamental Transaction under clause (iii) of Section 9(c), then, except
if such notice and the contents thereof shall be deemed to constitute material non-public information, the Company shall deliver
to the Holder a notice of such Fundamental Transaction at least ten (10) days prior to the date such Fundamental Transaction is
consummated.


 


10. Payment of Cashless Exercise Price. Upon the cashless
exercise of this Warrant pursuant to Section 9(c) hereof, the Company shall issue to the Holder the number of Warrant Shares in
an exchange of securities effected pursuant to Section 3(a)(9) of the Securities Act as determined as follows:


 


X = Y [(A-B)/A]


 


where:


 


“X” equals the number of Warrant Shares to be issued
to the Holder;


 


“Y” equals the total number of Warrant Shares with
respect to which this Warrant is then being exercised;


 


“A” equals the Closing Sale Price per Common Share
as of the Trading Day on the date immediately preceding the Exercise Date; and


 






    


     


    

 


“B” equals the Exercise Price per Warrant Share
then in effect on the Exercise Date.


 


For purposes of Rule 144 promulgated under the Securities Act,
it is intended, understood and acknowledged that the Warrant Shares issued in such a “cashless exercise” transaction
pursuant to Section 9(c) hereof 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 date this Warrant was originally issued (provided that the Commission continues to take
the position that such treatment is proper at the time of such exercise).


 


For the avoidance of doubt, any exercise of this Warrant pursuant
to Section 4 hereof shall only be settled in cash.


 


11. Limitations on Exercise.


 


(a) Notwithstanding anything to the contrary contained herein,
the Company shall not effect any exercise of this Warrant, and the Holder shall not be entitled to exercise this Warrant for a
number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect or immediately prior to such exercise,
would cause (i) the aggregate number of Common Shares beneficially owned by the Holder, its Affiliates and any other Persons whose
beneficial ownership of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange
Act (such as any other members of a Section 13(d) “group”) to exceed 9.99% (the “Maximum Percentage”)
of the total number of issued and outstanding Common Shares of the Company following such exercise, or (ii) the combined voting
power of the securities of the Company beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial
ownership of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such
as any other members of a Section 13(d) “group”) to exceed 9.99% of the combined voting power of all of the securities
of the Company then outstanding following such exercise. For purposes of this Warrant, in determining the number of outstanding
Common Shares, the Holder may rely on the number of outstanding Common Shares as reflected in (x) the Company’s most recent
Form 10-Q or Form 10-K, as the case may be, filed with the Commission prior to the date hereof, (y) a more recent public announcement
by the Company or (z) any other notice by the Company or its transfer agent setting forth the number of Common Shares outstanding.
Upon the written request of the Holder, the Company shall within two (2) Trading Days confirm in writing or by electronic mail
to the Holder the number of Common Shares then outstanding. In any case, the number of outstanding Common Shares shall be determined
after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder since the
date as of which such number of outstanding Common Shares was reported. By written notice to the Company, the Holder may from time
to time increase or decrease the Maximum Percentage to any other percentage specified not in excess of 9.99% specified in such
notice; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to
the Company. For purposes of this Section 11(a), the aggregate number of Common Shares or voting securities beneficially owned
by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common Shares would be aggregated with the
Holder’s for purposes of Section 13(d) of the Exchange Act (such as any other members of a Section 13(d) “group”)
shall include the Common Shares issuable upon the exercise of this Warrant with respect to which such determination is being made,
but shall exclude the number of Common Shares which would be issuable upon (x) exercise of the remaining unexercised and non-cancelled
portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, non-converted or non-cancelled portion
of any other securities of the Company that do not have voting power (including without limitation any securities of the Company
which would entitle the holder thereof to acquire at any time Common Shares, including without limitation any debt, preferred share,
right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise
entitles the holder thereof to receive, Common Shares), is subject to a limitation on conversion or exercise analogous to the limitation
contained herein and is beneficially owned by the Holder or any of its Affiliates and other Persons whose beneficial ownership
of Common Shares would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act (such as any other
members of a Section 13(d) “group”).


 


(b) This Section 11 shall not restrict the number of Common
Shares which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that
such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9(c) of this Warrant.


 


12. No Fractional Shares. No fractional Warrant Shares
will be issued in connection with any exercise of this Warrant. In lieu of any fractional shares that would otherwise be issuable,
the number of Warrant Shares to be issued shall be rounded down to the next whole number and the Company shall pay the Holder in
cash the fair market value (based on the Closing Sale Price) for any such fractional shares.


 






    


     


    

 


13. Notices. Any and all notices or other communications
or deliveries hereunder (including, without limitation, any Exercise Notice) shall be in writing and shall be deemed given and
effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via confirmed e-mail prior
to 5:30 P.M., New York City time, on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or
communication is delivered via confirmed e-mail 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 Trading Day following the date of mailing, if sent by nationally recognized overnight courier service
specifying next business day delivery, or (iv) upon actual receipt by the Person to whom such notice is required to be given, if
by hand delivery. The addresses and e-mail addresses for such communications shall be:


 


If to the Company:


 


Axovant Gene Therapies Ltd.


Attention: c/o Axovant Sciences


Suite 1, 3rd Floor


11-12 St. James’s Square


London, United Kingdom


SW1Y 4LB


 


with copies to:


 


c/o Axovant Gene Therapies Ltd.


11 Times Square, 33rd Floor


New York, New York 10036


Attention: Legal Department


 


Cooley LLP


3175 Hanover Street


Palo Alto, California 94304


Facsimile: (650) 849-7400


Attention: Frank F. Rahmani, Esq.


 


If to the Holder, to its address or e-mail address set forth
herein or on the books and records of the Company.


 


Or, in each of the above instances, to such other address or
e-mail address as the recipient party has specified by written notice given to each other party at least five (5) days prior to
the effectiveness of such change.


 


14. Warrant Agent. The Company shall initially serve
as warrant agent under this Warrant. Upon ten (10) days’ notice to the Holder, the Company may appoint a new warrant agent.
Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation
to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent
transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent under this
Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent
to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.


 


15. Miscellaneous.


 


(a) No Rights as a Shareholder. 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 shareholder of the Company or any
right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of shares, reclassification
of shares, consolidation, merger, amalgamation, 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 shareholder of the Company, whether
such liabilities are asserted by the Company or by creditors of the Company.


 






    


     


    

 


(b) Authorized Shares. Except and to the extent as waived
or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate or
articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, amalgamation, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without
limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount
payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary
or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise
of this Warrant, and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this
Warrant.


 


(c) Successors and Assigns. Subject to compliance with
applicable securities laws, this Warrant may be assigned by the Holder. This Warrant may not be assigned by the Company without
the written consent of the Holder, except to a successor in the event of a Fundamental Transaction. This Warrant shall be binding
on and inure to the benefit of the Company and the Holder and their respective successors and assigns. Subject to the preceding
sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable
right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the
Holder, or their successors and assigns.


 


(d) Amendment and Waiver. Except as otherwise provided
herein, this Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the
Holder.


 


(e) Acceptance. Receipt of this Warrant by the Holder
shall constitute acceptance of and agreement to all of the terms and conditions contained herein.


 


(f) Governing Law; Jurisdiction. ALL QUESTIONS CONCERNING
THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH OF THE COMPANY AND THE
HOLDER 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 (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), 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. EACH OF THE COMPANY AND THE HOLDER 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 PERSON AT THE ADDRESS IN EFFECT FOR NOTICES TO IT 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. EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.


 


(g) Headings. The headings herein are for convenience
only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.


 


(h) Severability. In case any one or more of the provisions
of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions
of this Warrant shall not in any way be affected or impaired thereby, and the Company and the Holder will attempt in good faith
to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and upon so agreeing,
shall incorporate such substitute provision in this Warrant.


 


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


 


	 	AXOVANT GENE THERAPIES LTD.
	 	 	 
	 	By: 	
	 	 	Name:	David Nassif
	 	 	Title:	Principal Financial Officer and Principal Accounting Officer






 






    


     


    

 


SCHEDULE 1


 


FORM OF EXERCISE NOTICE 


 


[To be executed by the Holder to purchase
Common Shares under the Warrant]


 


Ladies and Gentlemen:


 


(1) The undersigned is the Holder of Warrant No. ___ (the “Warrant”)
issued by Axovant Gene Therapies Ltd., an exempted company incorporated and existing under the laws of Bermuda (the “Company”).
Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.


 


(2) The undersigned hereby exercises its right to purchase ___________
Warrant Shares pursuant to the Warrant.


 


(3) Pursuant to this Exercise Notice, the Company shall deliver
to the Holder Warrant Shares determined in accordance with the terms of the Warrant. The Warrant Shares shall be delivered to the
following DWAC Account Number:


 


(4) 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 Common Shares (as determined in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended) permitted to be owned under Section 11(a) of the Warrant to which this notice relates.


 


	 	 	 	 
	Dated:	 	 	 
	 	 	 	 
	Name
    of Holder:	 	 	 
	 	 	 	 
	By:	 	 	 
	 	 	 	 
	Name:	 	 	 
	 	 	 	 
	Title:	 	 	 


 


(Signature must conform in all respects
to name of Holder as specified on the face of the Warrant)