Exhibit 10.1





 


EYEGATE PHARMACEUTICALS, INC. 


WARRANT AGENCY AGREEMENT


 


WARRANT AGENCY AGREEMENT (this “Warrant
Agreement”) made as of August 5, 2015 (the “Issuance Date”), between Eyegate Pharmaceuticals, Inc., a Delaware
corporation, with offices at 271 Waverley Oaks Road, Suite 108, Waltham, Massachusetts 02452 (“Company”), and VStock
Transfer, LLC, with offices at 18 Lafayette Place, Woodmere, NY 11598 (“Warrant Agent”).


 


WHEREAS, the Company is engaged in a public
offering of Common Stock and Warrants and, in connection therewith, has determined to issue and deliver up to 1,352,940 Warrants
(the “Warrants”) to the public investors, with each such Warrant evidencing the right of the holder thereof to purchase
one share of common stock, par value $.01 per share, of the Company’s Common Stock (the “Common Stock”) for $10.62,
subject to adjustment as described herein; and


 


WHEREAS, the Company has filed with the
U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement, No. 333-204780 on Form S-1 (as
the same may be amended from time to time, the “Registration Statement”) for the registration, under the Securities
Act of 1933, as amended (the “Securities Act”) of, among other securities, the Warrants and the Common Stock issuable
upon exercise of the Warrants (the “Warrant Shares”), and such Registration Statement was declared effective on July
30, 2015; and


 


WHEREAS, the Company desires the Warrant
Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange and exercise of the Warrants; and


 


WHEREAS, the Company desires to provide
for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants (each, a “Holder”);
and


 


WHEREAS, all acts and things have been done
and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf
of the Warrant Agent, as provided herein, the valid and binding obligations of the Company, and to authorize the execution and
delivery of this Warrant Agreement.


 


NOW, THEREFORE, in consideration of the
mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of Warrant Agent.
The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts
such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Warrant Agreement.


  


2. Warrants.


 


2.1. Form of Warrant. Each
Warrant shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions
of which are incorporated herein, and shall be signed by, or bear the facsimile signature of, the Chief Executive Officer, President,
Chief Financial Officer or Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile of the Company’s
seal. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity
in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had
not ceased to be such at the date of issuance. All of the Warrants shall initially be represented by one or more book-entry certificates
(each a “Book-Entry Warrant Certificate”).


 


2.2. Effect of Countersignature.
Unless and until countersigned by the Warrant Agent pursuant to this Warrant Agreement, a Warrant shall be invalid and of no effect
and may not be exercised by a Holder.


 






    	 



    	 



    

 


2.3. Registration.


 


2.3.1. Warrant Register. The
Warrant Agent shall maintain books (“Warrant Register”), for the registration of the original issuance and the registration
of any transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants
in the names of the respective Holders in such denominations and otherwise in accordance with instructions delivered to the Warrant
Agent by the Company. To the extent the Warrants are DTC eligible as of the Issuance Date, all of the Warrants shall be represented
by one or more Book-Entry Warrant Certificates deposited with the Depository Trust Company (the “Depository”) and registered
in the name of Cede & Co., a nominee of the Depository. Ownership of beneficial interests in the Book-Entry Warrant Certificates
shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by the Depository or its
nominee for each Book-Entry Warrant Certificate; (ii) by institutions that have accounts with the Depository (such institution,
with respect to a Warrant in its account, a “Participant”); or (iii) directly on the book-entry records of the Warrant
Agent with respect only to owners of beneficial interests that represent such direct registration.


 


If the Warrants are not DTC Eligible as of the Issuance Date
or the Depository subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct
the Warrant Agent to make other arrangements for book-entry settlement within ten (10) Business Days after the Depository ceases
to make its book-entry settlement available. In the event that the Company does not make alternative arrangements for book-entry
settlement within ten (10) Business Days or 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 Depository to deliver to the Warrant
Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the
Depository definitive Warrant Certificates in physical form evidencing such Warrants. Such definitive Warrant Certificates shall
be in substantially the form annexed hereto as Exhibit A.


 


 


As used herein, the term “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized
or required by law or executive order to remain closed.


 


2.3.2. Beneficial Owner; Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Warrant shall be registered upon the Warrant Register (“registered holder”), as
the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
writing on the Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise
thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
Any person in whose name ownership of a beneficial interest in the Warrants evidenced by a Book-Entry Warrant Certificate is recorded
in the records maintained by the Depository or its nominee shall be deemed the “beneficial owner” thereof; provided,
that all such beneficial interests shall be held through a Participant which shall be the registered holder of such Warrants. As
used herein, the term “Holder” refers only to a registered holder of the Warrants.


 


2.4. Uncertificated Warrants.
Notwithstanding the foregoing and anything else herein to the contrary, the Warrants may be issued in uncertificated form.


 


3. Terms and Exercise of Warrants.


 


3.1. Exercise Price. Each Warrant
shall, when countersigned by the Warrant Agent, entitle the Holder, subject to the provisions of such Warrant and of this Warrant
Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $10.62 per whole share,
subject to the subsequent adjustments provided in Section 4 hereof. The term “Exercise Price” as used in this Warrant
Agreement refers to the price per share at which Common Stock may be purchased at the time a Warrant is exercised.


 


3.2. Duration of Warrants.
A Warrant may be exercised only during the period (“Exercise Period”) commencing on the Issuance Date and terminating
at 5:00 P.M., New York City time on August 5, 2020 (“Expiration Date”). Each Warrant not exercised on or before
the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement
shall cease at the close of business on the Expiration Date.


 






    	 



    	 



    

 


3.3. Exercise of Warrants.


 


3.3.1. Exercise and Payment.
A Holder may exercise a Warrant by delivering, not later than 5:00 P.M., New York City time, on any Business Day during the
Exercise Period (the “Exercise Date”) to the Warrant Agent at its corporate trust department (i) the Warrant Certificate
evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the
“Book-Entry Warrants”) shown on the records of the Depository to an account of the Warrant Agent at the Depository
designated for such purpose in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase the
Warrant Shares underlying the Warrants to be exercised (an “Election to Purchase”), properly completed and executed
by the Holder on the reverse of the Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered
by the Participant in accordance with the Depository’s procedures, and (iii) the Exercise Price for each Warrant to be exercised
in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available
funds.


  


If any of (A) the Warrant Certificate or
the Book-Entry Warrants, (B) the Election to Purchase, or (C) the Exercise Price therefor, is received by the Warrant Agent after
5:00 P.M., New York City time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on
the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business Day, the Warrants
will be deemed to be received and exercised on the next succeeding day that is a Business Day. If the Warrants are received or
deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the
Warrant Agent will be returned to the Holder. In no event will interest accrue on funds deposited with the Warrant Agent in respect
of an exercise or attempted exercise of Warrants. If there is a dispute as to whether a Warrant delivered for exercise on the Expiration
Date is valid, the Warrant Agent shall have the right to rely on the Company’s determination as to whether such exercise
is valid. Neither the Company nor the Warrant Agent shall have any obligation to inform a Holder of the invalidity of any
exercise of any Warrants.


 


The Warrant Agent shall promptly deposit
all funds received by it in payment of the Exercise Price in the account of the Company maintained with the Warrant Agent for such
purpose and shall advise the Company via telephone at the end of each day on which funds for the exercise of the Warrants are received
of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.


 


3.3.2. Issuance of Certificates.
The Warrant Agent shall, by 11:00 A.M. New York City time on the Business Day following the Exercise Date of any Warrant,
advise the Company or the transfer agent and registrar in respect of (a) the number of Warrant Shares issuable upon such exercise
in accordance with the terms and conditions of this Warrant Agreement, (b) the instructions of each Holder with respect to delivery
of the Warrant Shares issuable upon such exercise, and the delivery of definitive Warrant Certificates, as appropriate, evidencing
the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation
that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant,
as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as
the Company or such transfer agent and registrar shall reasonably require.


 


The Company shall, by 5:00 P.M., New
York City time, on the third Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment
of the aggregate Exercise Price, execute, issue and deliver to the Warrant Agent, the Warrant Shares to which such Holder is entitled,
in fully registered form, registered in such name or names as may be directed by such Holder. Upon receipt of such Warrant Shares,
the Warrant Agent shall, by 5:00 P.M., New York City time, on the third Business Day next succeeding such Exercise Date, transmit
such Warrant Shares to, or upon the order of, such Holder.


  






    	 



    	 



    

 


In lieu of delivering physical certificates
representing the Warrant Shares issuable upon exercise of any Warrants, provided the Company’s transfer agent is participating
in the Depository’s Fast Automated Securities Transfer program, the Company shall use its commercially reasonable efforts
to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Depository by crediting
the account of the Depository or of the Participant, as the case may be, through its Deposit Withdrawal Agent Commission system.
The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described
herein.


 


3.3.3. Valid Issuance. All
Warrant Shares issued upon the proper exercise of a Warrant in conformity with this Warrant Agreement shall be validly issued,
fully paid and nonassessable.


 


3.3.4. No Fractional Exercise.
Warrants may be exercised only in whole numbers of Warrant Shares. No fractional Warrant Shares are to be issued upon the exercise
of a Warrant, but rather the number of Warrant Shares to be issued shall be rounded up or down, as applicable, to the nearest whole
number. If fewer than all of the Warrants evidenced by a Warrant Certificate are exercised, a new Warrant Certificate for the number
of unexercised Warrants remaining shall be executed by the Company and countersigned by the Warrant Agent as provided in Section
2 of this Warrant Agreement, and delivered to the Holder at the address specified on the books of the Warrant Agent or as otherwise
specified by such Holder. If fewer than all of the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation
shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant,
as appropriate, evidencing the balance of the Warrants remaining after such exercise.


 


3.3.5. No Transfer Taxes. The
Company shall not be required to pay any stamp or other tax or governmental charge required to be paid in connection with any transfer
involved in the issue of the Warrant Shares upon the exercise of Warrants; and in the event that any such transfer is involved,
the Company shall not be required to issue or deliver any Warrant Shares until such tax or other charge shall have been paid or
it has been established to the Company’s satisfaction that no such tax or other charge is due.


 


3.3.6. Date of Issuance. Each
person in whose name any such certificate for Warrant Shares is issued shall for all purposes be deemed to have become the holder
of record of such shares on the date on which the applicable Warrant was surrendered and payment of the Exercise Price was made,
irrespective of the date of delivery of any such certificate, except that, if the date of such surrender and payment is a date
when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of record of such
shares at the close of business on the next succeeding date on which the stock transfer books are open.


 


3.3.7. Cashless Exercise Under
Certain Circumstances.


  


(i) The Company shall provide to the Holder
prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC transfer or otherwise (without
restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission
otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (C)
the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently (each
a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder has exercised
a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the
election of the Holder to be given within five (5) Business Days of receipt of notice of the Restrictive Legend Event, either (A)
rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the Holder for such
shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund
the cash portion of the Exercise Price to the Holder.


 


(ii) If a Restrictive Legend Event has
occurred and no exemption from the registration requirements is available, the Warrants shall only be exercisable on a cashless
basis. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cash
settlement to the Holder in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” the Holder shall be
entitled to receive a certificate (or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B)
(X)] by (A), where:


 






    	 



    	 



    

 


	 	(A) =	the VWAP on the Business Day immediately preceding the date on which the Holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase;
	 	(B) =	the Exercise Price of the Warrant, as it may have been adjusted hereunder; and
	 	(X) =	the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.


 


Upon receipt of an Election to Purchase
for a cashless exercise, which shall solely be permitted upon the occurrence of a Restrictive Legend Event as set forth herein,
the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares
issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant
Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless
exercise.


 


“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 NYSE
AMEX, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market or the New York Stock Exchange (each,
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) on any day that the Trading Market on which
the Common Stock is then listed is open for trading), (b) the volume weighted average price of the Common Stock for such date (or
the nearest preceding date) on the OTC Bulletin Board, (c) if the Common Stock is not then listed or quoted for trading on the
OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets,
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.


  


3.3.8. Disputes. In the case
of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall
promptly issue to the applicable Holders the number of Warrant Shares that are not disputed.


 


4. Adjustments.


 


4.1. Adjustment upon Subdivision
or Combination of Common Stock. If the Company at any time after the Issuance Date subdivides (by any stock split, stock dividend,
recapitalization, reorganization, scheme, arrangement or otherwise) its outstanding shares of Common Stock into a greater number
of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of
Warrant Shares will be proportionately increased. If the Company at any time after the Issuance Date combines (by any stock split,
stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) its outstanding shares of Common Stock into
a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased
and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 4.1 shall become effective
at the close of business on the date the subdivision or combination becomes effective. The Company shall promptly notify Warrant
Agent of any such adjustment and give specific instructions to Warrant Agent with respect to any adjustments to the Warrant Register.


 


4.2. Adjustment for Other Distributions.
In the event the Company shall fix a record date for the making of a dividend or distribution to all holders of Common Stock of
any evidences of indebtedness or assets or subscription rights or warrants (excluding those referred to in Section 4.1 or other
dividends paid out of retained earnings), then in each such case the Exercise Price shall be adjusted by multiplying the Exercise
Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution
by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator
shall be such VWAP on such record date less the then per share fair market value at such record date of the portion of such assets
or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of
Directors in good faith. In either case the adjustments shall be described in a statement provided to each Holder of the portion
of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such
adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned
above.


  






    	 



    	 



    

 


4.3. Reclassification, Consolidation,
Purchase, Combination, Sale or Conveyance. If, at any time while the Warrants are 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 whereby
such other person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held
by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to,
such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon
any subsequent exercise of a Warrant, each 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, the same amount and kind of securities,
cash or property, if any, 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 each Warrant is exercisable immediately prior to such Fundamental
Transaction. 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 that such Holder receives upon any exercise of each Warrant following such Fundamental
Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor
(the “Successor Entity”) and for which stockholders received any equity securities of the Successor Entity, to assume
in writing all of the obligations of the Company under this Warrant Agreement in accordance with the provisions of this Section
4.3 pursuant to written agreements and shall, upon the written request of such Holder, deliver to such Holder in exchange for the
applicable Warrants created by this Warrant Agreement a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to the Warrants which are exercisable for a corresponding number of shares of capital stock of such
Successor Entity (or its parent entity), if any, plus any Alternate Consideration, receivable as a result of such Fundamental Transaction
by a holder of the number of shares of Common Stock for which the Warrants are exercisable immediately prior to such Fundamental
Transaction, and with an exercise price which applies the Exercise Price hereunder to such shares of capital stock, if any, plus
any Alternate Consideration (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 such Warrant immediately prior to the consummation of such Fundamental Transaction).
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 Agreement and the Warrants 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 Agreement and the Warrants with the same effect as if such
Successor Entity had been named as the Company herein and therein.


 



    	 



    	 



    

 


The Company shall instruct the Warrant Agent
to mail, by first class mail, postage prepaid, to each Holder, written notice of the execution of any such amendment, supplement
to this Warrant Agreement and/or the Warrants or other agreement. Any such amendment, supplement or other agreement entered into
by the Successor Entity shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Section 4. The Warrant Agent shall be under no responsibility to determine the correctness of any provisions
contained in such amendment, supplement or other agreement relating either to the kind or amount of securities or other property
receivable upon exercise of the Warrants or with respect to the method employed and provided therein for any adjustments and shall
be entitled to rely upon the provisions contained in any such amendment, supplement or other agreement. The provisions of this
Section 4.3 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and conveyances of the
kind described above.


 


4.4. Other Events. If any event
occurs of the type contemplated by the provisions of Section 4.1, 4.2 or 4.3 but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features
to all holders of Common Stock for no consideration), then the Company’s Board of Directors will in good faith make an adjustment
in the Exercise Price and the number of Warrant Shares so as to protect the rights of each Holder.


 


4.5. Notices of Changes in Warrant.
Upon every adjustment of the Exercise Price or the number of Warrant Shares, the Company shall give written notice thereof to the
Warrant Agent, which notice shall state the Exercise Price resulting from such adjustment and the increase or decrease, if any,
in the number of Warrant Shares purchasable upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation
and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2 or 4.3, then,
in any such event, the Company shall give written notice to each Holder, at the last address set forth for such Holder in the Warrant
Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not
affect the legality or validity of such event.


  


4.6. No Fractional Shares.
Notwithstanding any provision contained in this Warrant Agreement to the contrary, the Company shall not issue fractional shares
upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, a Holder would be entitled, upon the
exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round up or down,
as applicable, to the nearest whole number the number of Warrant Shares to be issued to such Holder.


 


4.7. Form of Warrant. The form
of Warrant annexed hereto as Exhibit A need not be changed because of any adjustment pursuant to this Section
4, and Warrants issued after such adjustment may state the same Exercise Price and the same number of shares as is stated in the
Warrants initially issued pursuant to this Warrant Agreement. However, the Company may at any time in its sole discretion make
any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any
Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be
in the form as so changed.


 


5. Transfer and Exchange of Warrants.


 


5.1. Registration of Transfer.
The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender
of such Warrant for transfer, properly endorsed with signatures medallion signature guaranteed
and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall
be delivered by the Warrant Agent to the Company from time to time upon request.


 


5.2. Procedure for Surrender of
Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer reasonably
acceptable to Warrant Agent, duly executed by the Holder thereof, or by a duly authorized attorney, and thereupon the Warrant Agent
shall issue in exchange therefor one or more new Warrants as requested by the Holder of the Warrants so surrendered, representing
an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant
Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee
of the Depository, to a successor depository, or to a nominee of a successor depository; provided further, however, that in the
event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue
new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such
transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration of
transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee
a new Warrant Certificate or Warrant Certificates of any authorized denomination evidencing in the aggregate a like number of unexercised
Warrants.


 






    	 



    	 



    

 


5.3. Fractional Warrants. The
Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a Warrant
Certificate for a fraction of a Warrant.


 


5.4. Service Charges. A service
charge shall be made for any exchange or registration of transfer of Warrants, as negotiated between Company and Warrant Agent.


  


5.5. Warrant Execution and Countersignature.
The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Warrant Agreement, the
Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant
Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


6. Limitations on Exercise.
Neither the Warrant Agent nor the Company shall effect any exercise of any Warrant, and no Holder shall have the right to exercise
any portion of a Warrant, to the extent that after giving effect to the issuance of shares of Common Stock after exercise as set
forth on the applicable Election to Purchase, such Holder (together with such Holder’s Affiliates (as defined in Rule 405
under the Securities Act), and any other persons acting as a group together with such Holder or any of such Holder’s Affiliates),
would beneficially own in excess of 4.99% of the Company’s Common Stock. For purposes of the foregoing sentence, the number
of shares of Common Stock beneficially owned by a Holder and its Affiliates shall include the number of shares of Common Stock
issuable upon exercise of the 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 exercise of the remaining, nonexercised portion of any Warrant beneficially owned
by such Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6, beneficial
ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and the rules and regulations promulgated thereunder, it being acknowledged by each Holder that neither the Warrant
Agent nor the Company is representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange
Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the
limitation contained in this Section 6 applies, the determination of whether a Warrant is exercisable (in relation to other securities
owned by a Holder together with any Affiliates) and of which portion of a Warrant is exercisable shall be in the sole discretion
of a Holder, and the submission of an Election to Purchase shall be deemed to be such Holder’s determination of whether such
Warrant is exercisable (in relation to other securities owned by such Holder together with any Affiliates) and of which portion
of a Warrant is exercisable, and neither the Warrant Agent nor the Company shall have any obligation to verify or confirm the accuracy
of such determination and neither of them shall have any liability for any error made by such Holder. 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 6, 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 Company’s transfer agent setting forth the number of shares of Common
Stock outstanding. The provisions of this Section 6 shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this Section 6 to correct this subsection (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.


  






    	 



    	 



    

 


7. Other Provisions Relating to
Rights of Holders of Warrants.


 


7.1. No Rights as Stockholder.
Except as otherwise specifically provided herein, a Holder, solely in its capacity as an owner of a Warrant, shall not be entitled
to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained
in this Warrant Agreement be construed to confer upon a Holder, solely in its capacity as the owner of a Warrant, any of the rights
of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization,
issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive
dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled
to receive upon the due exercise of a Warrant. For the avoidance of doubt, ownership of a Warrant does not entitle the Holder or
any beneficial owner thereof to any of the rights of a stockholder.


 


7.2. Lost, Stolen, Mutilated, or
Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company will either (i) authorize the
Warrant Agent to instruct the Holder to file documents with the Warrant Agent’s insurance company as reasonably required
to obtain an open penalty bond necessary for the replacement of the Warrant Certificate or (ii) indemnify the Warrant Agent and
provide instructions to the Warrant Agent to replace such Warrant Certificate. Thereafter, the Warrant Agent shall issue
a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant
shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed
Warrant shall be at any time enforceable by anyone.


 


7.3. Reservation of Common Stock.
The Company shall request that the Warrant Agent at all times reserve and keep available a number of its authorized but
unissued shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant
to this Warrant Agreement.


 


8. Concerning the Warrant Agent
and Other Matters.


 


8.1. Concerning the Warrant Agent.
The Warrant Agent:


 


a) shall have no duties or obligations other
than those set forth herein and no duties or obligations shall be inferred or implied;


 


b) may rely on and shall be held harmless
by the Company in acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram
or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed
by the proper party or parties;


 


c) may rely on and shall be held harmless
by the Company in acting upon written or oral instructions or statements from the Company with respect to any matter relating to
its acting as Warrant Agent;


  


d) may consult with counsel satisfactory
to it (including counsel for the Company) and shall be held harmless by the Company in relying on the advice or opinion of such
counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or
opinion of such counsel;


 


e) solely shall make the final determination
as to whether or not a Warrant received by Warrant Agent is duly, completely and correctly executed, and Warrant Agent shall be
held harmless by the Company in respect of any action taken, suffered or omitted by Warrant Agent hereunder in good faith and in
accordance with its determination;


 


f) shall not be obligated to take any legal
or other action hereunder which might, in its judgment, subject or expose it to any expense or liability unless it shall have been
furnished with an indemnity satisfactory to it; and


 


g) shall not be liable or responsible for
any failure of the Company to comply with any of the Company’s obligations relating to the Registration Statement or this
Warrant Agreement, including without limitation obligations under applicable regulation or law.


 






    	 



    	 



    

 


8.2. Payment of Taxes. The
Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in
respect of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company shall not be obligated to
pay any transfer taxes in respect of the Warrants or such Warrant Shares. The Warrant Agent shall not register any transfer or
issue or deliver any Warrant Certificate(s) or Warrant Shares unless or until the persons requesting the registration or issuance
shall have paid to the Warrant Agent for the account of the Company the amount of such tax, if any, or shall have established to
the reasonable satisfaction of the Company that such tax, if any, has been paid.


 


8.3. Resignation, Consolidation,
or Merger of Warrant Agent.


 


8.3.1. Appointment of Successor
Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from
all further duties and liabilities hereunder after giving sixty (60) calendar days’ notice in writing to the Company. If
the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of
thirty (30) calendar days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the
Holder (who shall, with such notice, submit such Holder’s Warrants for inspection by the Company), then such Holder may apply
to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent, the
expenses of which shall be paid by the Company. Any successor Warrant Agent (but not including the initial Warrant Agent), whether
appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York,
in good standing and having its principal office in the Borough of Manhattan, City of New York and State of New York, and authorized
under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After
appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations
of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or
deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the
expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such
predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge,
and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant
Agent all such authority, powers, rights, immunities, duties, and obligations.


  


8.3.2. Notice of Successor Warrant
Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor
Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.


 


8.3.3. Merger or Consolidation
of Warrant Agent. Any corporation into which the 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 shall be a party shall be the successor Warrant Agent under
this Warrant Agreement without any further act.


 


8.4. Fees and Expenses of Warrant
Agent.


 


8.4.1. Remuneration. The Company
agrees to pay the Warrant Agent reasonable remuneration in an amount separately agreed to between Company and Warrant Agent for
its services as Warrant Agent hereunder and will reimburse the Warrant Agent upon demand for all expenditures that the Warrant
Agent may reasonably incur in the execution of its duties hereunder. One half of the total Warrant Agent fees (not including postage)
must be paid upon execution of this Warrant Agreement. The remaining half must be paid within fifteen (15) Business Days thereafter.
An invoice for any out-of-pocket and/or per item fees incurred will be rendered to and payable by the Company within fifteen (15)
Business Days of the date of said invoice. It is understood and agreed that all services to be performed by Warrant Agent shall
cease if full payment for its services has not been received in accordance with the above schedule, and said services will not
commence thereafter until all payment due has been received by Warrant Agent.


 


8.4.2. Further Assurances.
The Company agrees to 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 Warrant Agent for the carrying
out or performing of the provisions of this Warrant Agreement.


 






    	 



    	 



    

 


8.5. Liability of Warrant Agent.


 


8.5.1. Reliance on Company Statement.
Whenever in the performance of its duties under this Warrant 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 statement signed by the President, Chief Executive Officer or Chief Financial Officer of the Company and delivered
to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant
to the provisions of this Warrant Agreement.


 


8.5.2. Indemnity. The Warrant
Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify
the Warrant Agent and save it harmless against any and all liabilities, including judgments, claims, losses, damages, costs and
reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Warrant Agreement except as
a result of the Warrant Agent’s gross negligence, willful misconduct, or bad faith.


 


8.5.3. Limitation of Liability.
The Warrant Agent’s aggregate liability, if any, during the term of this Warrant Agreement with respect to, arising from,
or arising in connection with this Warrant Agreement, or from all services provided or omitted to be provided under this Warrant
Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid or payable hereunder
by the Company to Warrant Agent as fees and charges (not including reimbursable expenses).


 


8.5.4. Disputes. In the event
any question or dispute arises with respect to the proper interpretation of this Warrant Agreement or the Warrant Agent’s
duties hereunder or the rights of the Company or of any Holder, the Warrant Agent shall not be required to act and shall not be
held liable or responsible for refusing to act until the question or dispute has been judicially settled (and the Warrant Agent
may, if it deems it advisable, but shall not be obligated to, file a suit in interpleader or for a declaratory judgment for such
purpose) by final judgment rendered by a court of competent jurisdiction, binding on all parties interested in the matter which
is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory to the Warrant Agent
and executed by the Company and each other interested party. In addition, the Warrant Agent may require for such purpose, but shall
not be obligated to require, the execution of such written settlement by all of the Holders of the Warrants and all other parties
that may have an interest in the settlement.


 


8.5.5. Exclusions. The Warrant
Agent shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution
of any Warrant (except its countersignature hereof and thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Warrant Agreement or in any Warrant; nor shall it be responsible to make any adjustments
required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the
ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make
any representation or warranty as to the authorization or reservation of any Warrant Shares to be issued pursuant to this Warrant
Agreement or any Warrant or as to whether any Warrant Shares will, when issued, be validly issued and fully paid and nonassessable.


  


8.6. Acceptance of Agency.
The Warrant Agent hereby accepts the agency established by this Warrant Agreement and agrees to perform the same upon the terms
and conditions herein set forth and, among other things, shall account promptly to the Company with respect to Warrants exercised
and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase of Warrant Shares
through the exercise of Warrants.


 






    	 



    	 



    

 


9. Miscellaneous Provisions.


 


9.1. Successors. All the covenants
and provisions of this Warrant 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.


 


9.2. Notices. Any notice, statement
or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by a Holder to or on the Company shall
be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service
within five (5) Business Days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing
by the Company with the Warrant Agent), as follows:


 


Eyegate Pharmaceuticals, Inc.


271 Waverley Oaks Road


Suite 108


Waltham, Massachusetts 02452


Attention: Stephen From


Fax No: (781) 788-9047


 


Any notice, statement or demand authorized
by this Warrant Agreement to be given or made by the a Holder or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5)
Business Days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant
Agent with the Company), as follows:


 


VStock Transfer, LLC


18 Lafayette Place


Woodmere, NY 11598

Attn: CEO


 


with a copy in each case to:


 


Burns and Levinson LLP


125 Summer Street


Boston, Massachusetts 02110


Attention: J. Fraser Collin, Esq.


Fax No: (617) 345-3299


 


and:


 


Aegis Capital Corp.

810 Seventh Avenue, 11th Fl

New York, NY 10019

Attn: Compliance Department


 


 


and:


 


Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.


Chrysler Center


666 Third Avenue


New York, New York 10017


Attention: Ivan K. Blumenthal, Esq.


Fax No.:  (212) 983-3115


 


9.3. Applicable Law. The validity,
interpretation, and performance of this Warrant Agreement and of the Warrants shall be governed in all respects by the laws of
the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating
in any way to this Warrant Agreement shall be brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenience
forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or
certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.


 






    	 



    	 



    

 


9.4. Persons Having Rights under
this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto
and the Holders of the Warrants and, for purposes of Sections 3.3, 9.3 and 9.8, the Underwriter, any right, remedy, or claim under
or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The Underwriters
shall be deemed to be an express third-party beneficiary of this Warrant Agreement with respect to Sections 3.3, 9.3 and 9.8 hereof.
All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement shall be for the sole and
exclusive benefit of the parties hereto (and the Underwriters with respect to the Sections 3.3, 9.3 and 9.8 hereof) and their successors
and assigns and of the Holders.


 


9.5. Examination of this Warrant
Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the office of the Warrant Agent in
18 Lafayette Place, Woodmere, NY 11598 for inspection by any Holder. The Warrant Agent may require any such Holder to submit his
Warrant for inspection by it.


 


9.6. Counterparts. This Warrant
Agreement may be executed in any number of original or facsimile 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.


 


9.7. Effect of Headings. The
Section headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect the interpretation
thereof.


  


9.8. Amendments. This Warrant
Agreement may be amended by the parties hereto without the consent of any Holder for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect
to matters or questions arising under this Warrant Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the Holders. All other modifications or amendments, including any amendment to
increase the Exercise Price or shorten the Exercise Period, shall require the written consent of the Underwriter and the Holders
of a majority of the then outstanding Warrants.


 


9.9. Severability. This Warrant
Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Warrant Agreement or of any other term or provision hereof. Furthermore, in lieu of any such
invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Warrant Agreement
a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


9.10. Force Majeure. In the
event either party is unable to perform its obligations under the terms of this Warrant Agreement because of acts of God, strikes,
failure of carrier or utilities, equipment or transmission failure or damage that is reasonably beyond its control, or any other
cause that is reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting
from such failure to perform or otherwise from such causes. Performance under this Warrant Agreement shall resume when the affected
party or parties are able to perform substantially that party’s duties.


 


9.11. Consequential Damages.
Notwithstanding anything in this Warrant Agreement to the contrary, neither party to this Warrant Agreement shall be liable to
the other party for any consequential, indirect, special or incidental damages under any provision of this Warrant Agreement or
for any consequential, indirect, punitive, special or incidental damages arising out of any act or failure to act hereunder even
if that party has been advised of or has foreseen the possibility of such damages.


 


[Signature Page Follows]


 



    	 



    	 



    






IN WITNESS WHEREOF, this Warrant Agreement
has been duly executed by the parties hereto as of the day and year first above written.


 


	 	EYEGATE PHARMACEUTICALS, INC.
	 	 	 
	 	By:	 
	 	Name: Stephen From
	 	Title: President and Chief Executive Officer
	 	 
	 	VSTOCK TRANSFER, LLC
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	 



    	 



    

 


Exhibit A


 


[FORM OF WARRANT CERTIFICATE]


 


EXERCISABLE ONLY IF COUNTERSIGNED BY THE
WARRANT

AGENT AS PROVIDED HEREIN.


 


Warrant Certificate Evidencing Warrants
to Purchase

Common Stock, par value of $0.01 per share, as described herein.


 


EYEGATE PHARMACEUTICALS, INC.


 


	No. ___________	CUSIP  [●]


 


VOID AFTER 5:00 P.M., NEW YORK CITY
TIME,

ON _______ __, 2020


 


This certifies that ________________________
or registered assigns is the registered holder (the “Holder”) of _____________________ warrants to purchase certain
securities (each a “Warrant”). Each Warrant entitles the Holder, subject to the provisions contained herein
and in the Warrant Agreement (as defined below), to purchase from Eyegate Pharmaceuticals, Inc., a Delaware corporation (the “Company”),
one share (collectively, the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (“Common
Stock”), at the Exercise Price set forth below. The price per share at which each Warrant Share may be purchased at the
time each Warrant is exercised (the “Exercise Price”) is $[●] initially, subject to adjustments as set
forth in the Warrant Agreement (as defined below).


 


This Warrant Certificate is issued
under and in accordance with the Warrant Agreement, dated as of August 5, 2015 (the “Warrant
Agreement”), between the Company and the Warrant Agent (as defined below), and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and provisions the Holder of this Warrant Certificate
and the beneficial owners of the Warrants represented by this Warrant Certificate consent by acceptance hereof. Copies of the
Warrant Agreement are on file and can be inspected at the below-mentioned office of the Warrant Agent and at the office of
the Company at 271 Waverley Oaks Road, Suite 108, Waltham, Massachusetts 02452. Capitalized terms used but not defined herein
shall have the meaning ascribed to them in the Warrant Agreement.


 


Subject to the terms of the Warrant Agreement,
each Warrant evidenced hereby may be exercised in whole but not in part at any time, as specified herein, on any Business Day (as
defined below) occurring during the period (the “Exercise Period”) commencing on the Issuance Date and terminating
at 5:00 P.M., New York City time, on [●], 2020 (the “Expiration Date”). Each Warrant remaining unexercised
after 5:00 P.M., New York City time, on the Expiration Date shall become void, and all rights of the Holder of this Warrant
Certificate evidencing such Warrant shall cease.


  


The Holder of the Warrants represented by
this Warrant Certificate may exercise any Warrant evidenced hereby by delivering, not later than 5:00 P.M., New York City
time, on any Business Day during the Exercise Period (the “Exercise Date”) to VStock Transfer, LLC (the “Warrant
Agent”, which term includes any successor warrant agent under the Warrant Agreement described below) at its corporate
trust department at 18 Lafayette Place, Woodmere, NY 11598, (i) this Warrant Certificate or, in the case of a Book-Entry Warrant
Certificate (as defined in the Warrant Agreement), the Warrants to be exercised (the “Book-Entry Warrants”)
as shown on the records of The Depository Trust Company (the “Depository”) to an account of the Warrant Agent
at the Depository designated for such purpose in writing by the Warrant Agent to the Depository, (ii) an election to purchase (“Election
to Purchase”), properly executed by the Holder hereof on the reverse of this Warrant Certificate or properly executed
by the institution in whose account the Warrant is recorded on the records of the Depository (the “Participant”),
and substantially in the form included on the reverse of this Warrant Certificate and (iii) unless cashless exercise is permitted
under the Warrant Agreement upon the occurrence of a Restrictive Legend Event, the Exercise Price for each Warrant to be exercised
in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available
funds, in each case payable to the order of the Company.


 






    	 



    	 



    

 


As used herein, the term “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized
or required by law or executive order to remain closed.


 


Warrants may be exercised only in whole
numbers of Warrants. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of
Warrant Shares to be issued shall be rounded up or down, as applicable, to the nearest whole number. If fewer than all of the Warrants
evidenced by this Warrant Certificate are exercised, a new Warrant Certificate for the number of Warrants remaining unexercised
shall be executed by the Company and countersigned by the Warrant Agent as provided in Section 2 of the Warrant Agreement, and
delivered to the Holder of this Warrant Certificate at the address specified on the books of the Warrant Agent or as otherwise
specified by such Holder.


 


The Company shall provide to the Holder
prompt written notice of any time that the Company is unable to issue the Warrant Shares via DTC transfer or otherwise (without
restrictive legend), because (A) the Commission has issued a stop order with respect to the Registration Statement, (B) the Commission
otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (C)
the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently (each
a “Restrictive Legend Event”). To the extent that a Restrictive Legend Event occurs after the Holder has exercised
a Warrant in accordance with the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the
election of the Holder to be given within five (5) Business Days of receipt of notice of the Restrictive Legend Event, either (A)
rescind the previously submitted Election to Purchase and the Company shall return all consideration paid by the Holder for such
shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in the next paragraph and refund
the cash portion of the exercise price to the Holder, if no exemption from the registration requirements is available.


  


If a Restrictive Legend Event has occurred
and no exemption from the registration requirements is available, the Warrant shall only be exercisable on a cashless basis. Notwithstanding
anything herein to the contrary, the Company shall not be required to make any cash payments or net cash settlement to the Holder
in lieu of issuance of the Warrant Shares. Upon a “cashless exercise,” the Holder shall be entitled to receive a certificate
(or book entry) for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


	 	(A) =	the VWAP on the Business Day immediately preceding the date on which the Holder elects to exercise the Warrant by means of a “cashless exercise,” as set forth in the applicable Election to Purchase;
	 	(B) =	the Exercise Price of the Warrant, as it may have been adjusted hereunder; and
	 	(X) =	the number of Warrant Shares that would be issuable upon exercise of the Warrant in accordance with the terms of the Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.


 


Upon receipt of an Election to Purchase
for a cashless exercise, which shall solely be permitted upon the occurrence of a Restrictive Legend Event as set forth herein,
the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirm the number of Warrant Shares
issuable in connection with the cashless exercise. The Company shall calculate and transmit to the Warrant Agent, and the Warrant
Agent shall have no obligation under this section to calculate, the number of Warrant Shares issuable in connection with the cashless
exercise.


 


“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 NYSE AMEX, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange
(each, 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) on any day that the Trading
Market on which the Common Stock is then listed is open for trading), (b) the volume weighted average price of the Common Stock
for such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if the Common Stock is not then listed or quoted for
trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published
by OTC Markets, 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.


 






    	 



    	 



    

 


The Exercise Price and the number of Warrant
Shares purchasable upon the exercise of each Warrant shall be subject to adjustment as provided pursuant to Section 4 of the Warrant
Agreement.


  


Upon due presentment for registration of
transfer or exchange of this Warrant Certificate at the stock transfer division of the Warrant Agent, the Company shall execute,
and the Warrant Agent shall countersign and deliver, as provided in Section 5 of the Warrant Agreement, in the name of the designated
transferee one or more new Warrant Certificates of any authorized denomination evidencing in the aggregate a like number of unexercised
Warrants, subject to the limitations provided in the Warrant Agreement.


 


Neither this Warrant Certificate nor the
Warrants evidenced hereby entitles the Holder to any of the rights of a stockholder of the Company, including, without limitation,
the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice
as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other matter.


 


The Warrant Agreement and this Warrant Certificate
may be amended as provided in the Warrant Agreement including, under certain circumstances described therein, without the consent
of the Holder of this Warrant Certificate or the Warrants evidenced thereby.


 


THIS WARRANT CERTIFICATE AND ALL RIGHTS
HEREUNDER AND UNDER THE WARRANT AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS FORMED AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION.


 


This Warrant Certificate shall not be entitled
to any benefit under the Warrant Agreement or be valid or obligatory for any purpose, and no Warrant evidenced hereby may be exercised,
unless this Warrant Certificate has been countersigned by the manual signature of the Warrant Agent.


 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed.


 


	Dated as of ________ __, 2015	 	 
	 	 	 
	 	EYEGATE PHARMACEUTICALS, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	VSTOCK TRANSFER, LLC, as Warrant Agent
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


  




    	 



    	 



    

 


[REVERSE]


 


Instructions for Exercise of Warrant


 


To exercise the Warrants evidenced hereby,
the Holder must, by 5:00 P.M., New York City time, on the specified Exercise Date, deliver to the Warrant Agent at its stock
transfer division, a certified or official bank check or a bank wire transfer in immediately available funds, in each case payable
to the Company, in an amount equal to the Exercise Price in full for the Warrants exercised. In addition, the Holder must provide
the information required below and deliver this Warrant Certificate to the Warrant Agent at the address set forth below and the
Book-Entry Warrants to the Warrant Agent in its account with the Depository designated for such purpose. The Warrant Certificate
and this Election to Purchase must be received by the Warrant Agent by 5:00 P.M., New York City time, on the specified Exercise
Date.


 


ELECTION TO PURCHASE

TO BE EXECUTED IF WARRANT HOLDER DESIRES

TO EXERCISE THE WARRANTS EVIDENCED HEREBY


 


The undersigned hereby irrevocably elects
to exercise, on __________, ____ (the “Exercise Date”), __________ Warrants, evidenced by this Warrant Certificate,
to purchase, __________ shares (the “Warrant Shares”) of Common Stock, par value of $0.01 per share (the “Common
Stock”) of Eyegate Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and represents that
on or before the Exercise Date:


 


o such Holder
has tendered payment for such Warrant Shares by certified or official bank check payable to the order of the Company c/o VStock
Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598, or by bank wire transfer in immediately available funds payable to the Company
at Account No. [●], in each case in the amount of $[●] in accordance with the terms hereof, or


 


o [if permitted
solely upon the occurrence of a Restrictive Legend Event as set forth in the Warrant Agreement] the cancellation of such number
of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 3.3.7 of the Warrant Agreement, to exercise
this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth
in subsection 3.3.7.


 


The undersigned requests that said number of Warrant Shares
be in fully registered form, registered in such names and delivered, all as specified in accordance with the instructions set forth
below.


  


If said number of Warrant Shares is less
than all of the Warrant Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate evidencing the remaining
balance of the Warrants evidenced hereby be issued and delivered to the Holder of the Warrant Certificate unless otherwise specified
in the instructions below.


 


Dated: ________ __, ____


 


	 	Name	 	 
	 	 	(Please Print)	 


 


/   /   /   / - /   /   / - /   /   /   /   /


(Insert Social Security or Other Identifying Number
of Holder)


 


	 	Address	 	 
	 	 	 	 
	 	 	 	 
	 	Signature	 	 


 






    	 



    	 



    




 


This Warrant may only be exercised by presentation
to the Warrant Agent at one of the following locations:


 


	 	By hand at:	VStock Transfer, LLC
	 	 	
        18 Lafayette Place

        Woodmere, NY 11598

	 	 	 
	 	 	 
	 	By mail at:	VStock Transfer LLC
	 	 	
        18 Lafayette Place

        Woodmere, NY 11598

	 	 	 


The method of delivery of this Warrant
Certificate is at the option and risk of the exercising Holder and the delivery of this Warrant Certificate will be deemed to be
made only when actually received by the Warrant Agent. If delivery is by mail, registered mail with return receipt requested, properly
insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.


 


(Instructions as to form and delivery of Warrant Shares and/or
Warrant Certificates)


 


	Name in which Warrant Shares are to be registered if other than in the name of the Holder of this Warrant Certificate:	 	 
	 	 	 
	Address to which Warrant Shares are to be mailed if other than to the address of the Holder of this Warrant Certificate as shown on the books of the Warrant Agent:	 	 
	 	 	(Street Address)


 


 


	 	 	(City and State) (Zip Code)
	 	 	 
	Name in which Warrant Certificate evidencing unexercised Warrants, if any, is to be registered if other than in the name of the Holder of this Warrant Certificate:	 	 
	 	 	 
	Address to which certificate representing unexercised Warrants, if any, is to be mailed if other than to the address of the Holder of this Warrant Certificate as shown on the books of the Warrant Agent:	 	 


 





	 	 	(Street Address)
	 	 	 
	 	 	 
	 	 	(City and State) (Zip Code)
	 	 	 
	 	 	Dated:
	 	 	 
	 	 	 
	 	 	Signature
	 	 	 
	 	 	Signature must conform in all respects to the name of the Holder as specified on the face of this Warrant Certificate.  If Warrant Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the Holder hereof or are to be delivered to an address other than the address of such Holder as shown on the books of the Warrant Agent, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended)).
	 	 	 









    	 



    	 



    




	 	 	 
	SIGNATURE GUARANTEE	 	 


 


	Name of Firm	 	 	 
	Address	 	 	 


 


 


	Area Code and Number	 	 	 
	Authorized Signature	 	 	 
	Name	 	 	 
	Title	 	 	 
	Dated:	 	   , 20__	 


 


 




    	 



    	 



    

 


ASSIGNMENT


 


(FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT
HOLDER

DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY)


 


FOR VALUE RECEIVED, ____________ HEREBY SELL(S), ASSIGN(S) AND
TRANSFER(S) UNTO


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	(Please print name and address

including zip code of assignee)	 	(Please insert social security or

other identifying number of assignee)


 


the rights represented by the within Warrant Certificate and
does hereby irrevocably constitute and appoint ____________ Attorney to transfer said Warrant Certificate on the books of the Warrant
Agent with full power of substitution in the premises.


 


	 	Dated:
	 	 
	 	 
	 	Signature
	 	 
	 	(Signature must conform in all respects to the name of the Holder as specified on the face of this Warrant Certificate and must bear a signature guarantee by an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended).


 


	SIGNATURE GUARANTEE
	 	 	 
	Name of Firm	 	 
	Address	 	 
	Area Code and Number	 	 
	Authorized Signature	 	 
	Name	 	 
	Title	 	 
	Dated:	 	     , 20__