Exhibit 4.11


 





 


Titan Pharmaceuticals, Inc.


 


and


 


Continental Stock Transfer & Trust Company,
as


 


Warrant Agent





 


 


Warrant Agency Agreement


 


Dated as of _________, 2019


 




     


     


    

 


WARRANT AGENCY AGREEMENT


 


WARRANT AGENCY AGREEMENT, dated as of _________,
2019 (“Agreement”), between Titan Pharmaceuticals, Inc., a Delaware corporation (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).


 


WITNESSETH


 


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 _______ 2,300,000 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 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-______)
(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).


 


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


 


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


 


(a) “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
New York Stock Exchange is authorized or required by law or other governmental action to close.


 


(b) “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.


 


(c) “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.


 


(d) “Warrant Certificate”
means a certificate issued to a Holder, 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)..


 




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


 


Section 2. Appointment of Warrant Agent.
The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the terms and conditions hereof,
and the Warrant Agent hereby accepts such appointment. The Company may from time to time appoint a Co-Warrant Agent as it may,
in its sole discretion, deem necessary or desirable. The Warrant Agent shall have no duty to supervise, and will in no event be
liable for the acts or omissions of, any co-Warrant Agent.


 


Section 3. Global Warrants.


 


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


 


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


 


(c) A Holder has the right to elect at any
time or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant Certificate Request Notice (as defined below).
Upon written notice by a Holder to the Warrant Agent for the exchange of some or all of such Holder’s Global Warrants for
a Warrant Certificate (such separate certificate, a “Definitive Certificate”) evidencing the same number of
Warrants, which request shall be in the form attached hereto as Annex A (a “Warrant Certificate Request Notice”
and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice
Date” and the deemed surrender upon delivery by the Holder of a number of Global Warrants for the same number of Warrants
evidenced by a Warrant Certificate, a “Warrant Exchange”), the Warrant Agent shall promptly effect the Warrant
Exchange and shall promptly issue and deliver to the Holder a 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
and shall be manually executed by an authorized signatory of the Company. 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 three (3) Business Days
of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant
Certificate Delivery Date”). 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 Section 3(c) and 3(d), which
shall not apply to the Warrants evidenced by a 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 Annex B (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”).
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. The
Warrants, together with the form of election to purchase Common Stock (the “Exercise Notice”) and the form of
assignment to be printed on the reverse thereof, whether a Warrant Certificate or a Global Warrant, shall be substantially in the
form of Exhibit 1 hereto.


 


Section 5. Countersignature and Registration.
The Warrant Certificates shall be executed on behalf of the Company by its Chief Executive Officer or Chief Financial Officer,
either manually or by facsimile signature, and have affixed thereto the Company’s seal or a facsimile thereof which shall
be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Warrant Certificates
shall be countersigned by the Warrant Agent either manually or by facsimile signature and shall not be valid for any purpose unless
so countersigned. In case any officer of the Company who shall have signed a Warrant shall cease to be such officer of the Company
before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant, 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 had not
ceased to be such officer of the Company; and any Warrant may be signed on behalf of the Company by any person who, at the actual
date of the execution of such Warrant, shall be a proper officer of the Company to sign such Warrant, 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. Subject to the provisions
of the Warrant 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, 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 a Global Warrant or a Warrant Certificate, 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 any Warrant Certificate or Global Warrant, 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 Warrants. 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, 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, and all rights thereunder
and under this Agreement shall cease, at or prior to the Close of Business on the Termination Date. Subject to the foregoing and
to Section 7(b) below, the Holder of a Warrant may exercise the Warrant in whole or in part upon providing the items required by
Section 7(c) below 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 Exercise Notice and payment of the Exercise Price pursuant to Section 2(a) of the Warrant. 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.


 


(b) Upon receipt of an Exercise Notice for
a cashless exercise pursuant to Section 2(c) of the Warrant (each, 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 Exercise Notice to the Warrant Agent, which shall issue such number of Warrant Shares in connection with
such Cashless Exercise.


 


(c) Upon the Warrant Agent’s receipt,
at or prior to the Close of Business on the Termination Date set forth in a Warrant, of the executed Exercise Notice, accompanied
by payment of the Exercise Price pursuant to Section 2(a) of the Warrant, the shares to be purchased (other than in the case of
a Cashless Exercise), an amount equal to any applicable tax, governmental charge or expense reimbursement referred to in Section
6 in cash, or by certified check or bank draft payable to the order of the Company and, in the case of an exercise of a Warrant
in the form of a Warrant Certificate for all of the Warrant Shares represented thereby, the Warrant Certificate, the Warrant Agent
shall cause the Warrant Shares underlying such Warrant to be delivered to or upon the order of the Holder of such Warrant, registered
in such name or names as may be designated by such Holder, no later than the Warrant Share Delivery Date. If the Company is then
a participant in the DWAC system of the Depositary and either (A) there is an effective registration statement permitting the issuance
of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise,
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. 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, the Warrant Agent will not obligated to deliver certificates representing any such Warrant Shares (via
DWAC or otherwise) until following receipt of such payment, and the applicable Warrant Share Delivery Date shall be deemed extended
by one day for each day (or part thereof) until such payment is delivered to the Warrant Agent.


 




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(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 telephone at
the end of each day on which funds for the exercise of any Warrant are received of the amount so deposited to its account. The
Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.


 


(e) In case the Holder of any Warrant Certificate
exercises fewer than all Warrants evidenced thereby and surrenders such Warrant Certificate in connection with such partial exercise,
a new Warrant Certificate evidencing the number of Warrant Shares equivalent to the number of Warrant Shares remaining unexercised
may be issued by the Warrant Agent to the Holder of such Warrant Certificate or to his duly authorized assigns in accordance with
Section 2(d)(ii) of the Warrant, subject to the provisions of Section 6 hereof.


 


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


 


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 thereof; 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 and prior to the
Offering, the authorized capital stock of the Company consists of (i) 125,000,000 shares of authorized Common Stock, of which _______
shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of authorized preferred stock of which 0 are issued
and outstanding. As of the date hereof there are _______ shares of Common Stock reserved for issuance upon exercise of the Warrants
inclusive of any Warrants the Underwriter may acquire upon exercise of its over-allotment option described in the Registration
Statement. 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 Holder shall be deemed to have become the holder of record for the Warrant Shares pursuant to Section 2(d)(i) of the Warrants.


 


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.
In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant, 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, and the provisions of Sections 7, 11, 12 and 13 of this Agreement with respect to the shares of Common
Stock shall apply on like terms to any such other shares. All Warrants originally issued by the Company subsequent to any adjustment
made to the Exercise Price pursuant to the Warrant 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.


 


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.


 


Section 13. Fractional Shares of Common
Stock.


 


(a) The Company shall not issue fractions
of Warrants or distribute a Global Warrant or Warrant Certificates that 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
down to the nearest whole Warrant.


 


(b) The Company shall not issue fractions
of shares of Common Stock upon exercise of Warrants or distribute stock certificates that 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.


 




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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 shall be subject:


 


(a) Compensation and Indemnification. The
Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 2 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, bad faith or willful misconduct by the Warrant Agent in connection with the services rendered hereunder
by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability
or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Warrant Agent, arising out of
or in connection with its acting as Warrant Agent hereunder, including the reasonable costs and expenses of defending against any
claim of such liability.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(i) No Implied Obligations. The Warrant Agent
shall be obligated to perform only such duties as are herein and in the Warrants specifically set forth and no implied duties or
obligations shall be read into this Agreement or the Warrants 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 Warrants 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 Warrants. 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 Warrants or in the case of the receipt of any written demand from a Holder of a Warrant Certificate with respect
to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt
to initiate any proceedings at law.


 




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Section 15. Purchase or Consolidation
or Change of Name of Warrant Agent. 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 Warrants shall have been countersigned but not delivered, any such successor
Warrant Agent may adopt the countersignature of the predecessor Warrant Agent and deliver such Warrants so countersigned; and in
case at that time any of the Warrants shall not have been countersigned, any successor Warrant Agent may countersign such Warrants
either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases such Warrants
shall have the full force provided in the Warrants and in this Agreement.


 


In case at any time the name of the Warrant
Agent shall be changed and at such time any of the Warrants shall have been countersigned but not delivered, the Warrant Agent
may adopt the countersignature under its prior name and deliver Warrants so countersigned; and in case at that time any of the
Warrants shall not have been countersigned, the Warrant Agent may countersign such Warrants either in its prior name or in its
changed name; and in all such cases such Warrants shall have the full force provided in the Warrants 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, 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 or Chief Financial Officer of the Company; and such certificate shall be full authentication to the Warrant Agent for any
action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate.


 


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


 


(d) The Warrant Agent shall not be liable
for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrants (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.


 




    	 	9	 



     


    




 


(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 (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; nor
shall it be responsible for the adjustment of the Exercise Price or the making of any change in the number of shares of Common
Stock required under the provisions of Section 11 or 13 or responsible for the manner, method or amount of any such change or the
ascertaining of the existence of facts that would require any such adjustment or change (except with respect to the exercise of
Warrants evidenced by Warrant Certificates after actual notice of any adjustment of the Exercise Price); nor shall it by any act
hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock
to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock will, when issued, be duly authorized,
validly issued, fully paid and nonassessable.


 


(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 or Chief Financial
Officer of the Company, and to apply to such officers for advice or instructions in connection with its duties, and it shall not
be liable and shall be indemnified and held harmless for any action taken or suffered to be taken by it in good faith in accordance
with instructions of any such officer, provided Warrant Agent carries out such instructions without gross negligence, bad faith
or willful misconduct.


 


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


 


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


 


Section 17. Change of Warrant Agent.
The Warrant Agent may resign and be discharged from its duties under this Agreement upon 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.
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.


 




    	 	10	 



     


    




 


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


 


Section 19. Notices. Notices or
demands authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder of any Warrant Certificate to
or on the Company, (ii) subject to the provisions of Section 17, by the Company or by the Holder of any Warrant Certificate to
or on the Warrant Agent or (iii) by the Company or the Warrant Agent to the Holder of any Warrant Certificate, shall be deemed
given (a) on the date delivered, if delivered personally, (b) on the first Business Day following the deposit thereof with Federal
Express or another recognized overnight courier, if sent by Federal Express or another recognized overnight courier, (c) on the
fourth Business Day following the mailing thereof with postage prepaid, if mailed by registered or certified mail (return receipt
requested), and (d) the time 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:


 


Titan Pharmaceuticals, Inc.


400 Oyster Point Blvd., Suite 505


South San Francisco, CA 94080


Attention: Sunil Bhonsle


 


(b)          If
to the Warrant Agent, to:


 


Continental Stock Transfer & Trust Company


1 State Street 30th Floor,


New York, NY 10004-1561

Attention: Compliance Department


 


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 Certificate, for a Global 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 Warrant Certificates in order to cure
any ambiguity, to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions
herein, or to make any other provisions with regard to matters or questions arising hereunder which the Company and the Warrant
Agent may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Warrants Certificates
in any material respect.


 




    	 	11	 



     


    




 


(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 Warrant Certificates; provided, however, that no modification of the terms (including but not
limited to the adjustments described in Section 11) upon which the Warrants are exercisable or reducing the percentage required
for consent to modification of this Agreement may be made without the consent of the Holder of each outstanding warrant certificate
affected thereby. As a condition precedent to the Warrant Agent’s execution of any amendment, the Company shall deliver to
the Warrant Agent a certificate from a duly authorized officer of the Company that states that the proposed amendment complies
with the terms of this Section 20.


 


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


 


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


 


Section 23. Governing Law. This
Agreement and each Warrant 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 all 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.


 


Section 27. Force Majeure. Notwithstanding
anything to the contrary contained herein, Warrant Agent shall not be liable for any delays or failures in performance resulting
from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns
or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties
with information storage or retrieval systems, labor difficulties, war, or civil unrest, it being understood that the Warrant Agent
shall use reasonable best efforts which are consistent with accepted practices in the banking industry to resume performance as
soon as practicable under the circumstances.


 




    	 	12	 



     


    

 


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


 


	 	TITAN PHARMACEUTICALS, INC.
	 	 
	 	By:	               
	 	Name:
	 	Title:
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	 	13	 



     


    

 


Annex A: Form of Warrant Certificate
Request Notice


 


WARRANT CERTIFICATE REQUEST NOTICE


 


To: Continental Stock Transfer & Trust Company as Warrant
Agent for Titan 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: _______________________________________________________________


 




    	 	14	 



     


    

 


Annex B: Form of Global Warrant Request
Notice


 


GLOBAL WARRANT REQUEST NOTICE


 


To: Continental Stock Transfer & Trust Company as Warrant
Agent for Titan 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: _______________________________________________________________


 




    	 	15	 



     


    

 


Exhibit 1: Form of Warrant


 




    	 	16	 



     


    

 


COMMON STOCK PURCHASE WARRANT


 


Titan
Pharmaceuticals, Inc.


 





	Warrant Shares: _______	Initial Exercise Date: __________, 2018










  


THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”)
certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms
and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______________, 2018
(the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______________, 2023 (the
“Termination Date”) but not thereafter, to subscribe for and purchase from Titan Pharmaceuticals, Inc., a Delaware
corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant
Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise
Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry
form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of
this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the
Warrant Agency Agreement, in which case this sentence shall not apply.


 


Section 1. Definitions.
In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:


 


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


 


“Bid Price”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the
Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if OTCQB or OTCQX is not a Trading Market, the volume weighted
average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common
Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the “Pink
Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value
of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest
of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the
Company.


 




    	 	1	 



     


    

 


“Board
of Directors” means the board of directors of the Company.


 


“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 banking institutions in the State of New York are authorized or required by law or other governmental action to
close.


 


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


 


“Common
Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


 


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


 


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


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Registration
Statement” means the Company’s registration statement on Form S-1 (File No. 333-226841).


 


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


 


“Trading Day”
means a day on which the Common Stock is traded on a Trading Market.


 


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


 


“Transfer
Agent” means Continental Stock Transfer & Trust Company, the current transfer agent of the Company, with a mailing
address of 1 State Street, 30th Floor, New York, NY 10004-1561 and a facsimile number of (212) 616-7619, and any successor transfer
agent of the Company.


 




    	 	2	 



     


    

 





“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding
date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if OTCQB or OTCQX is not a Trading Market,
the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
(c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then
reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all
other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith
by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and
expenses of which shall be paid by the Company.


 


“Warrant
Agency Agreement” means that certain warrant agency agreement, dated on or about the Initial Exercise Date, between the
Company and the Warrant Agent.


 


“Warrant
Agent” means the Transfer Agent and any successor warrant agent of the Company.


 


“Warrants”
means this Warrant and other Common Stock purchase warrants issued by the Company pursuant to the Registration Statement.


 


Section 2.   Exercise.


 


a)         Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times
on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile
copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice
of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard
Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver
the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s
check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the
applicable Notice of Exercise. 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. Notwithstanding anything herein to the contrary, the
Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant
Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to
the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the
Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available
hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to
the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant
Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1)
Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that,
by reason of the provisions of this 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.


 




    	 	3	 



     


    

 


Notwithstanding the foregoing in this Section 2(a),
a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry
form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant
to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form
for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as
applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the
Warrant Agency Agreement, in which case this sentence shall not apply, provided, however, a beneficial holder shall have all of
the rights and remedies of a “Holder” hereunder.


 


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


 


c)         Cashless
Exercise. If at any time after the date hereof, there is no effective registration statement registering, or no current prospectus
available for, the issuance of the Warrant Shares to the Holder, then this Warrant may only be exercised, in whole or in part,
at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant
Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


(A) =  as applicable: (i) the VWAP
on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed
and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to
Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64)
of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either
(y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the
Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the
applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day
and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours”
on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date
of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a)
hereof after the close of “regular trading hours” on such Trading Day;


 




    	 	4	 



     


    

 


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


 


(X) =    the number of Warrant
Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were
by means of a cash exercise rather than a cashless exercise.


 


If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9)
of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised.  The
Company agrees not to take any position contrary to this Section 2(c).


 


Notwithstanding anything herein
to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this
Section 2(c).


 


		d)	Mechanics of Exercise.



 


i.            Delivery
of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer
Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository
Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant
in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or
resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical
delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the
number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the
Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice
of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading
Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant
Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes
to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of
the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a
cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the
Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the
Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder,
in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP
of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on
the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date
until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that
is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard
Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s
primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.


 




    	 	5	 



     


    

 


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


 


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


 


iv.          Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder,
if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions
of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder
is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise
purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated
receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount,
if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common
Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required
to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such
purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent
number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver
to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise
and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000
to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such
purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the
Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the
Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right
to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon
exercise of the Warrant as required pursuant to the terms hereof.


 




    	 	6	 



     


    

 


v.           No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the
Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or round up to the next whole share.


 


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


 


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


 




    	 	7	 



     


    

 


e)                Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after
exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other
Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution
Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes
of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution
Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination
is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining,
nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii)
exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation,
any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein
beneficially owned by the Holder or any of its Affiliates or Attribution Parties.  Except as set forth in the preceding sentence,
for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act
and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing
to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible
for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e)
applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together
with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion
of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this
Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties)
and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group
status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder
may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual
report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent
written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.  Upon
the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the
number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall be
determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder
or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported.
The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of
and Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of
shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease
the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event
exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares
of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply.
Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered
to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with
the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly
give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.


 




    	 	8	 



     


    

 


Section 3. Certain
Adjustments.


 


a)                Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable
in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon
exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including
by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification
of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied
by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding
immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately
after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the
aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(b) shall become
effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 




    	 	9	 



     


    

 


b)                Subsequent
Rights Offerings. In addition to any adjustments pursuant to Sections 3(a) above, if at any time the Company grants, issues
or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record
holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to
acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to
any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date
on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as
of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights
(provided, however, that, to the extent that the Holder’s right to participate in any such Purchase Right would
result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such
Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such
extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right
thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


c)                Pro
Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of
a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock
acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation,
the Beneficial Ownership Limitation) 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 shares of Common Stock are to be determined for the participation
in such Distribution (provided, however, that, to the extent that the Holder's right to participate in any such
Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to
participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock 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
such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). To the
extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion of the
Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.


 




    	 	10	 



     


    

 





d)                Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets
in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether
by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common
Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group
acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person
or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share
purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent
exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon
such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard
to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant
is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise
of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to
apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in
a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common
Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder
shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental
Transaction. Notwithstanding anything to the contrary, the Company or any Successor Entity (as defined below) shall, at the Holder's
option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or,
if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder
by paying to the Holder an amount in cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion
of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, if the Fundamental Transaction
is not within the Company's control, including not approved by the Company's Board of Directors, the Holder shall only be entitled
to receive from the Company or any Successor Entity, as of the date of consummation of such Fundamental Transaction, the same type
or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that
is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether
that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the
choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction. “Black
Scholes Value” means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the
“OV” function on Bloomberg, L.P. (“Bloomberg”) determined as of the day of consummation of the applicable
Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate
for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination
Date, (B) an expected volatility equal to the greater of (i) 100% and (ii) the 100 day volatility obtained from the HVT function
on Bloomberg as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C)
the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered
in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the
greater of (x) the last VWAP immediately prior to the public announcement of such Fundamental Transaction and (y) the last VWAP
immediately prior to the consummation of such Fundamental Transaction and (D) a remaining option time equal to the time between
the date of the public announcement of the applicable Fundamental Transaction and the Termination Date. The payment of the Black
Scholes Value will be made by wire transfer of immediately available funds within five Business Days of the Holder’s election
(or, if later, on the effective date of the Fundamental Transaction). The Company shall cause any successor entity in a Fundamental
Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the
obligations of the Company under this Warrant in accordance with the provisions of this Section 3(e) pursuant to written agreements
in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such
Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of
the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable
for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares
of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this
Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares
of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction
and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose
of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which
is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor
Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions
of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right
and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such
Successor Entity had been named as the Company herein.


 




    	 	11	 



     


    

 


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


 


f)                Notice
to Holder.


 


i.            Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ii.           Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the
Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the
Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares
of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection
with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer
of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted
into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email
to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least
20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which
a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to
be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption,
rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or
share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock
of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon
such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice
or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified
in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information
regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant
to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the
date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.


 




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Section 4. Transfer
of Warrant.


 


a)          Transferability.
This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office
of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto
duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of
such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants
in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument
of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant
shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender
this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this
Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company
assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for
the purchase of Warrant Shares without having a new Warrant issued.


 


b)          New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the
Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such
division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original
issuance date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 




    	 	13	 



     


    

 


c)          Warrant
Register. The Warrant Agent (or, in the event a Holder elects to receive a Warrant in certificated form, the Company) shall
register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”),
in the name of the record Holder hereof from time to time. The Warrant Agent and 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.


 


Section 5. Miscellaneous.


 


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


 


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


 


c)          Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding
Business Day.


 


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


 




    	 	14	 



     


    

 





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


 


Before taking any action which
would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the
Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.


 


e)          Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of
conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense
of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors,
officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts
sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service
of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall
commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or
proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such action or proceeding.


 




    	 	15	 



     


    

 


f)           Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and the Holder does
not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.


 


g)          Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision
of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any
material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and
expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by
the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.


 


h)          Notices.
Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation,
any Notice of Exercise, shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized
overnight courier service, addressed to the Company, at Titan Pharmaceuticals, Inc., 400 Oyster Point Blvd., Suite 505 South San
Francisco, California 94080 Attention: Chief Executive Officer, email address: sbhonsle@titanpharm.com, or such other facsimile
number, email address or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or
other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile
or e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number, e-mail
address or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder
shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered
via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York
City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication is delivered
via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section on a day that is not a Trading
Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing,
if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information
regarding the Company or any subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a
Current Report on Form 8-K.


 


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


 




    	 	16	 



     


    

 


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


 


k)          Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and
shall be enforceable by the Holder or holder of Warrant Shares.


 


l)           Amendment.
This Warrant may be modified or amended or the provisions hereof waived) in accordance with the provisions set forth in Section
20 of the Warrant Agency Agreement or otherwise with the written consent of the Company and the Holder.


 


m)         Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
of this Warrant.


 


n)          Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of
this Warrant.


 


o)          Warrant
Agency Agreement. This Warrant is issued subject to the Warrant Agency Agreement. To the extent any provision of this Warrant
Certificate conflicts with the express provisions of the Warrant Agency Agreement, the provisions of this Warrant shall govern
and be controlling.


 


********************


 


(Signature Page Follows)


 




    	 	17	 



     


    

 


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


 


	 	Titan Pharmaceuticals, Inc.
	 	 
	 	 
	 	By:	    
	 	 	Name:           
	 	 	Title:


 




    	 	18	 



     


    

 


NOTICE OF EXERCISE


 


To:     [                ]


 


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


 


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


 





 ̈
in lawful money of the United States; or


 


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


  


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


 


_______________________________


 


 


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


 


_______________________________


 


_______________________________


 


_______________________________


  


[SIGNATURE OF HOLDER]


 


Name of Investing Entity: _____________________________________________________________________________________


Signature of Authorized Signatory of Investing Entity:
_______________________________________________________________


Name of Authorized Signatory: _________________________________________________________________________________


Title of Authorized Signatory: __________________________________________________________________________________


Date: ______________________________________________________________________________________________________


 




     


     


    

 


EXHIBIT B


 


ASSIGNMENT
FORM


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


 


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


 


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