Exhibit 4.15


 





 



 


DELMAR
PHARMACEUTICALS, INC


 


and


 


MOUNTAIN
SHARE Transfer, LLC, as


Warrant
Agent


 





 



 


Warrant
Agency Agreement


 


Dated
as of August [   ], 2019


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     


     


    

 


WARRANT
AGENCY AGREEMENT, dated as of August [    ], 2019 (“Agreement”), between DelMar Pharmaceuticals, Inc.,
a corporation organized under the laws of the State of Nevada (the “Company”), and Mountain Share Transfer,
LLC (the “Warrant Agent”).


 


W
I T N E S S E T H


 


WHEREAS,
pursuant to a registered offering by the Company (the “Offering”) of up to [______] shares of common
stock, par value $0.001 per share (the “Common Stock”) of the Company (or up to [_____] Pre-Funded Warrants
to purchase shares of Common Stock for any purchaser who, as a result of purchasing securities in this Offering, would, together
with its affiliates and other related parties, beneficially own more than 4.99% or 9.99% of our outstanding Common Stock immediately
following the consummation of the Offering) (the “Pre-Funded Warrants” and, together with the Common
Stock and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, the “Shares”) and up
to [_____] Warrants (the “Warrants”) to purchase [________] shares of Common Stock (the “Warrant
Shares”) at a price of $[_____________] per share; and


 


WHEREAS,
the Company granted an over-allotment option to purchase up to fifteen percent (15%) of the aggregate number of Shares and/or
Warrants sold, including warrants to purchase an additional [_______] shares of Common Stock (the “Over-Allotment
Option”) to the Underwriters; and


 


WHEREAS,
upon the terms and subject to the conditions hereinafter set forth and pursuant to an effective registration statement on
Form S-1, as amended (File No. 333-232931) (the “Registration Statement”), and the terms and conditions
of the Warrant Certificate, the Company wishes to issue the Warrants in book entry form entitling the respective holders of the
Warrants (the “Holders,” which term shall include a Holder’s transferees, successors and assigns
and “Holder” shall include, if the Warrants are held in “street name,” a Participant (as defined below)
or a designee appointed by such Participant); and


 


WHEREAS,
the shares of Common Stock (or Pre-Funded Warrants) and Warrants to be issued in connection with the Offering shall be issued
separately, but will be purchased together in the Offering; and


 


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


 






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


 


Section
1. Certain Definitions. For purposes of this Agreement, all capitalized terms not herein defined shall have the meanings hereby
indicated:


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
2. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance
with the terms and conditions hereof, and the Warrant Agent hereby accepts such appointment.


 


Section
3. Global Warrants. 


 


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


 


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


 






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	 	(c)	A
    Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant
    Certificate Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for the exchange of some
    or all of such Holder’s Global Warrants for a separate certificate in the form attached hereto as Exhibit 1 (such
    separate certificate, a “Definitive Certificate”) evidencing the same number of Warrants, which request
    shall be in the form attached hereto as Exhibit 2 (a “Warrant Certificate Request Notice” and the
    date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice
    Date” and the deemed surrender upon delivery by the Holder of a number of Global Warrants for the same number of
    Warrants evidenced by a Warrant Certificate, a “Warrant Exchange”), the Warrant Agent shall promptly effect
    the Warrant Exchange and shall promptly issue and deliver to the Holder a Definitive Certificate for such number of Warrants
    in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate shall be dated the original issue
    date of the Warrants, shall be manually executed by an authorized signatory of the Company, shall be in the form attached
    hereto as Exhibit 1 and shall be reasonably acceptable in all respects to such Holder. In connection with a Warrant
    Exchange, the Company agrees to deliver, or to direct the Warrant Agent to deliver, the Definitive Certificate to the Holder
    within ten (10) Business Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant
    Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for any reason to
    deliver to the Holder the Definitive Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate
    Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of
    Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in the Warrants) of the Common Stock
    on the Warrant Certificate Request Notice Date), $10 per Business Day for each Business Day after such Warrant Certificate
    Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder
    rescinds such Warrant Exchange. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate
    Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to
    the contrary set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and
    conditions of the Warrants evidenced by such Warrant Certificate and the terms of this Agreement, other than Sections 3(c),
    3(d) and 9 herein, shall not apply to the Warrants evidenced by the Definitive Certificate. Notwithstanding anything herein
    to the contrary, the Company shall act as warrant agent with respect to any Definitive Certificate requested and issued pursuant
    to this section. Notwithstanding anything to the contrary contained in this Agreement, in the event of inconsistency between
    any provision in this Agreement and any provision in a Definitive Certificate, as it may from time to time be amended, the
    terms of such Definitive Certificate shall control.


 






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	 	(d)	A
    Holder of a Definitive Certificate (pursuant to a Warrant Exchange or otherwise) has the right to elect at any time or from
    time to time a Global Warrants Exchange (as defined below) pursuant to a Global Warrants Request Notice (as defined below).
    Upon written notice by a Holder to the Company for the exchange of some or all of such Holder’s Warrants evidenced by
    a Definitive Certificate for a beneficial interest in Global Warrants held in book-entry form through the Depositary evidencing
    the same number of Warrants, which request shall be in the form attached hereto as Exhibit 3 (a “Global Warrants
    Request Notice” and the date of delivery of such Global Warrants Request Notice by the Holder, the “Global
    Warrants Request Notice Date” and the surrender upon delivery by the Holder of the Warrants evidenced by Definitive
    Certificates for the same number of Warrants evidenced by a beneficial interest in Global Warrants held in book-entry form
    through the Depositary, a “Global Warrants Exchange”), the Company shall promptly effect the Global Warrants
    Exchange and shall promptly direct the Warrant Agent to issue and deliver to the Holder Global Warrants for such number of
    Warrants in the Global Warrants Request Notice, which beneficial interest in such Global Warrants shall be delivered by the
    Depositary’s Deposit or Withdrawal at Custodian system to the Holder pursuant to the instructions in the Global Warrants
    Request Notice. In connection with a Global Warrants Exchange, the Company shall direct the Warrant Agent to deliver the beneficial
    interest in such Global Warrants to the Holder within ten (10) Business Days of the Global Warrants Request Notice pursuant
    to the delivery instructions in the Global Warrant Request Notice (“Global Warrants Delivery Date”). If
    the Company fails for any reason to deliver to the Holder Global Warrants subject to the Global Warrants Request Notice by
    the Global Warrants Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty,
    for each $1,000 of Warrant Shares evidenced by such Global Warrants (based on the VWAP (as defined in the Warrants) of the
    Common Stock on the Global Warrants Request Notice Date), $10 per Business Day for each Business Day after such Global Warrants
    Delivery Date until such Global Warrants are delivered or, prior to delivery of such Global Warrants, the Holder rescinds
    such Global Warrants Exchange. The Company covenants and agrees that, upon the date of delivery of the Global Warrants Request
    Notice, the Holder shall be deemed to be the beneficial holder of such Global Warrants.


 


Section
4. Form of Warrant Certificates. The Warrant Certificate, together with the form of election to purchase Common Stock (“Notice
of Exercise”) and the form of assignment to be printed on the reverse thereof, shall be in the form of Exhibit
1 hereto.


 






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


 


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


 


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


 






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Upon
receipt by the Warrant Agent of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of a Warrant
Certificate, which evidence shall include an affidavit of loss, or in the case of mutilated certificates, the certificate or portion
thereof remaining, and, in case of loss, theft or destruction, of indemnity in customary form and amount (but shall not include
the posting of any bond by the Holder), and satisfaction of any other reasonable requirements established by Section 8-405 of
the Uniform Commercial Code as in effect in the State of Delaware, and reimbursement to the Company and the Warrant Agent of all
reasonable expenses incidental thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if
mutilated, the Company will make and deliver a new Warrant Certificate of like tenor to the Warrant Agent for delivery to the
Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated.


 


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


 


	 	(a)	The
    Warrants shall be exercisable commencing on the Initial Exercise Date. The Warrants shall cease to be exercisable and shall
    terminate and become void as set forth in the Warrant Certificate. Subject to the foregoing and to Section 7(b) below, the
    Holder of a Warrant may exercise the Warrant in whole or in part upon surrender of the Warrant Certificate, if required, with
    the executed Notice of Exercise and payment of the Exercise Price, which may be made, at the option of the Holder, by wire
    transfer or by certified or official bank check in United States dollars, to the Warrant Agent at the principal office of
    the Warrant Agent or to the office of one of its agents as may be designated by the Warrant Agent from time to time. In the
    case of the Holder of a Global Warrant, the Holder shall deliver the executed Notice of Exercise and the payment of the Exercise
    Price as described herein. Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant
    is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established clearing
    corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing
    corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise
    that are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges that the
    bank accounts maintained by the Warrant Agent in connection with the services provided under this Agreement will be in its
    name and that the Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and
    for its benefit of funds held in those accounts from time to time. Neither the Company nor the Holders will receive interest
    on any deposits or Exercise Price. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee
    (or other type of guarantee or notarization) of any Notice of Exercise be required. The Company hereby acknowledges and agrees
    that, with respect to a holder whose interest in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry
    form through the Depositary (or another established clearing corporation performing similar functions), upon delivery of irrevocable
    instructions to such holder’s Participant to exercise such warrants, that solely for purposes of Regulation SHO that
    such holder shall be deemed to have exercised such warrants.


 






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	 	(b)	Upon
    receipt of a Notice of Exercise for a Cashless Exercise the Company will promptly calculate and transmit to the Warrant Agent
    the number of Warrant Shares issuable in connection with such Cashless Exercise and deliver a copy of the Notice of Exercise
    to the Warrant Agent, which shall issue such number of Warrant Shares in connection with such Cashless Exercise.


 


	 	(c)	Upon
    the exercise of the Warrant Certificate pursuant to the terms of Section 2 of the Warrant Certificate, the Warrant Agent shall
    cause the Warrant Shares underlying such Warrant Certificate or Global Warrant to be delivered to or upon the order of the
    Holder of such Warrant Certificate or Global Warrant, registered in such name or names as may be designated by such Holder,
    no later than the Warrant Share Delivery Date (as such term is defined in the Warrant Certificate). If the Company is then
    a participant in the DWAC system of the Depositary and either (A) there is an effective registration statement permitting
    the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via
    Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting
    the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company
    becomes obligated to pay any amounts to any Holders pursuant to Section 2(d)(i) or 2(d)(iv) of the Warrant Certificate, such
    obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary
    in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent
    of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s
    Warrant as set forth in Section 7(a) hereof by the Warrant Share Delivery Date, the Warrant Agent will not obligated to deliver
    such Warrant Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Warrant Share Delivery
    Date shall be deemed extended by one day for each day (or part thereof) until such payment is delivered to the Warrant Agent.


 


	 	(d)	The
    Warrant Agent shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the
    Company maintained with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing)
    and shall advise the Company via email at the end of each day on which notices of exercise are received or funds for the exercise
    of any Warrant are received of the amount so deposited to its account.


 


Section
8. Cancellation and Destruction of Warrant Certificates. All Warrant Certificates surrendered for the purpose of exercise,
transfer, split up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the
Warrant Agent for cancellation or in canceled form, or, if surrendered to the Warrant Agent, shall be canceled by it, and no Warrant
Certificate shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company
shall deliver to the Warrant Agent for cancellation and retirement, and the Warrant Agent shall so cancel and retire, any other
Warrant Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. The Warrant Agent shall deliver
all canceled Warrant Certificates to the Company, or shall, at the written request of the Company, destroy such canceled Warrant
Certificates, and in such case shall deliver a certificate of destruction thereof to the Company, subject to any applicable law,
rule or regulation requiring the Warrant Agent to retain such canceled certificates.


 






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


 


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


 


	 	(b)	As
    of the date hereof, the authorized capital stock of the Company consists of (i) 95,000,000 shares of Common Stock, of which
    approximately 3,838,483 shares of Common Stock are issued and outstanding as of August 8, 2019, 288,183 shares of Common Stock
    are issuable upon the exercise of stock options, 1,543,596 shares of Common Stock are issuable upon the exercise of outstanding
    warrants, 491,817 shares of Common Stock reserved for future issuance under our 2017 Omnibus Equity Incentive Plan, 7,813
    shares of Common Stock are issuable upon exchange of Exchangeable Shares of 0959456 B.C. Ltd., a British Columbia corporation
    and [_______] shares of Common Stock are reserved for issuance upon exercise of the Warrants; and (ii) 5,000,000 shares of
    preferred stock, par value $0.001 per share, of which 278,530 shares of Series A Preferred Stock, 648,613 shares of Series
    B Preferred Stock, and one share of Special Voting Preferred Stock are issued and outstanding. Except as disclosed in the
    Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or
    purchase from the Company any class of capital stock of the Company.


 


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


 






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	 	(d)	The
    Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants.


 


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


 


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


 


Section
11. Adjustment of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants. The Exercise Price,
the number of shares covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time
as provided in Section 3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant
to Section 3 of the Warrant Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares
of capital stock of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon
exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable
to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate and the provisions of Sections
7, 11 and 12 of this Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares.
All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant
Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable
from time to time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.


 






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


 


Section
13. Fractional Shares of Common Stock. 


 


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


 


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


 


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


 


	 	(a)	Compensation
    and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit
    4 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket
    expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to
    have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The
    Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred
    without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly
    caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability.
    The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection
    herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant
    Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant
    Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall
    the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential
    losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the
    Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought,
    and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents,
    under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise,
    is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent
    as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent
    by the Company hereunder.


 






    -11-


     


    

 


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


 


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


 


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


 


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


 






    -12-


     


    

 


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


 


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


 


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


 


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


 


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


 






    -13-


     


    

 


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


 


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


 


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


 


	 	(b)	Whenever
    in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact
    or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless
    other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established
    by a certificate signed by the Chief Executive Officer, Chief Financial Officer or Vice President of the Company; and such
    certificate shall be full authentication to the Warrant Agent for any action taken or suffered in good faith by it under the
    provisions of this Agreement in reliance upon such certificate.


 


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


 


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


 


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


 






    -14-


     


    

 


	 	(f)	Each
    party hereto agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged
    and delivered all such further and other acts, instruments and assurances as may reasonably be required by the other party
    hereto for the carrying out or performing by any party of the provisions of this Agreement.


 


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


 


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


 


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


 






    -15-


     


    

 


Section
17. Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’
notice in writing sent to the Company and to each transfer agent of the Common Stock, and to the Holders of the Warrant Certificates.
The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant
Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock, and to the Holders of the
Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company
shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days
after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated
Warrant Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection
by the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment
of a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until
a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a
corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is
authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state
authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000.
After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if
it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and
transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall
file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock, and mail a notice
thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section
17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the
appointment of the successor Warrant Agent, as the case may be.


 


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


 






    -16-


     


    

 


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


  


	(a)
        If to the Company, to:

         

        DelMar
        Pharmaceuticals, Inc.

        c/o
        Scott Prail, CFO

        Suite
        720-999 West Broadway

        Vancouver,
        BC. V5Z 1K5

        Canada

         
	(b)
        If to the Warrant Agent, to:

         

        Mountain
        Share Transfer, LLC

        2030
        Powers Ferry Road SE

        Suite
        # 212

        Atlanta,
        GA. 30339



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


 


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


 


Section
20. Supplements and Amendments. 


 


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


 






    -17-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 


[Signature
page to follow]


 






    -18-


     


    

 


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


  


	 	DELMAR
    PHARMACEUTICALS, INC.
	 	 
	 	By:	 
	 	 	Name:                
	 	 	Title:
	 	 	 
	 	MOUNTAIN
    SHARE TRANSFER, LLC
	 	 	 
	 	By:
    	 
	 	 	Name:
	 	 	Title:


  






    -19-


     


    

 


Exhibit
1


 


Form
of Warrant Certificate


 


[Insert
Final Form of Warrant]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     


     


    

 


Exhibit
2


 


WARRANT
CERTIFICATE REQUEST NOTICE


 


To:
Mountain Share Transfer, LLC, as Warrant Agent for DelMar Pharmaceuticals, Inc. (the “Company”)


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


______________________________


 


______________________________


 


______________________________


 


______________________________


 


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


 


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity: ____________________________________________________


 


Signature
of Authorized Signatory of Investing Entity: ______________________________


 


Name
of Authorized Signatory: ________________________________________________


 


Title
of Authorized Signatory: _________________________________________________


 


Date:
_______________________________________________________________


 






     


     


    

 


Exhibit
3


 

GLOBAL WARRANT REQUEST NOTICE


 


To:
Mountain Share Transfer, LLC, as Warrant Agent for DelMar Pharmaceuticals, Inc. (the “Company”)


 


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


 


	 	1.	Name
    of Holder of Warrants in form of Warrant Certificates: _________________________


 


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


 


	 	3.	Number
    of Warrants in name of Holder in form of Warrant Certificates: ________________


 


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


 


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


 


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


 


______________________________


 


______________________________


 


______________________________


 


______________________________


 


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


 


[SIGNATURE
OF HOLDER]


 


Name
of Investing Entity: ____________________________________________________


 


Signature
of Authorized Signatory of Investing Entity: ______________________________


 


Name
of Authorized Signatory: ________________________________________________


 


Title
of Authorized Signatory: _________________________________________________


 


Date:
_______________________________________________________________


  






     


     


    

 


Exhibit
4


 


Warrant
Agent Fee Schedule