Exhibit 4.1


 


THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES OR BLUE SKY LAWS
OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE
ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER
OF THESE SECURITIES (SUBJECT TO THE PROVISIONS OF ARTICLE 6 BELOW), SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION
IS EXEMPT FROM REGISTRATION.


 


WARRANT TO PURCHASE STOCK


 


Issuer: AZIYO BIOLOGICS, INC., a Delaware corporation (the “Company”)


First Tranche Issuance Date: August 10, 2022


 


THIS
WARRANT CERTIFIES THAT, for good and valuable consideration, SWK Funding LLC, a Delaware limited liability company, or its
assignees (“Holder”), is entitled to purchase the number of fully paid and non-assessable shares of the Company’s
common stock, par value $0.001 per share (“Common Stock”), as set forth herein, including the First Tranche Share and
the Second Tranche Shares (collectively, the “Shares”), as applicable, at the Exercise Price per Share, as the same
may be adjusted from time to time pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and
conditions set forth in this Warrant.


 


Article 1.


 


DEFINITIONS


 


1.1            Definitions.
For purposes of this Warrant, the following terms not defined specifically elsewhere herein, shall have the meanings ascribed thereto:


 


(a)            “Additional
Advance” means an aggregate dollar amount equal to Four Million and No/100 Dollars ($4,000,000).


 


(b)            “Common
Stock” means the Class A 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.


 


(c)            “Credit
Agreement” means that certain Credit Agreement dated as of August 10, 2022, by and among the Company, as the Borrower,
SWK, as Agent for all Lenders, and the financial institutions party thereto from time to time, as Lenders.


 


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


 


(e)            “Exercise
Price” means $6.65, as may be adjusted from time to time as provided herein.


 






     


     


    

 


(f)            “First
Tranche Shares” means a number of shares of Common Stock equal to (i) One Million and Fifty Thousand Dollars ($1,050,000),
divided by (ii) the Exercise Price.


 


(g)            “Second
Tranche Issuance Date” means the date that the Lenders make the Additional Advance to the Company as provided in Section 2.2.2
of the Credit Agreement.


 


(h)            “Second
Tranche Shares” means a number of shares of Common Stock equal to (i) Two Hundred Thousand Dollars ($200,000), divided
by (ii) the Exercise Price.


 


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


 


(j)            “Termination
Date” means the close of business on the seven (7) year anniversary of the First Tranche Issuance Date.


 


(k)            “Trading
Market” means The Nasdaq Global Market.


 


Article 2.


 


EXERCISE


 


2.1            Method
of Exercise. This Warrant is exercisable, in whole or in part, at any time and from time to time on or before the Termination Date
set forth above. Holder may exercise this Warrant by delivering the original of this Warrant together with a duly executed Notice of Exercise
in substantially the form attached as Appendix 1 to the Company in accordance with Section 6.6 (or such other office
or agency of the Company as it may designate by notice in writing to the Holder in accordance with Section 6.6). Unless Holder
is exercising the cashless exercise right set forth in Section 2.2, Holder shall also deliver to the Company a check, wire
transfer (to an account designated by the Company), or other form of payment acceptable to the Company in an amount equal to the aggregate
Exercise Price for the Shares being purchased.


 






    2


     


    

 


2.2            Cashless
Exercise. In lieu of exercising this Warrant as specified in Section 2.1, Holder may from time to time exercise this Warrant,
in whole or in part, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for
the number of Shares determined in accordance with the following equation:


 


 


 


where


 


		X	=	the number of Shares purchasable upon a “cashless exercise” of the Warrant pursuant to
the provisions of this Section 2.2;



 


		A	=	the Fair Market Value (defined below) per share of Common Stock on the date of the “cashless
exercise”;



 


		B	=	Exercise Price per Share, as adjusted hereunder; and



 


		C	=	the number of Shares as to which this Warrant is being exercised pursuant to the provisions of this
Article 2.



 


If the foregoing calculation results in a negative
number or zero, then no Shares shall be issued upon a “cashless exercise” pursuant to this Section 2.2. If the
Holder does not agree with the Fair Market Value per share ultimately determined pursuant to Section 2.3(b) or Section 2.3(c),
the Holder may, in its sole discretion (i) rescind the “cashless exercise”, (ii) pay the aggregate Exercise Price
in the form of, at the Holder’s option, (1) a check payable to the Company or (2) a wire transfer of funds to an account
designated by the Company, or (iii) proceed with the “cashless exercise” at the Fair Market Value per Share so determined.
In the event that, upon the Expiration Date or other termination of this Warrant, as to any Share, the Fair Market Value of such Share
(or other security issuable upon the exercise hereof) as determined in accordance with Section 2.3 is greater than the Exercise
Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to this
Section 2.2 as to all such Shares (or such other securities) for which it shall not previously have been exercised, and the
Company shall promptly deliver a certificate representing the Shares (or such other securities) issued upon such exercise to Holder.


 


2.3            Fair
Market Value. For purposes of this Warrant, the “Fair Market Value” of a Share as of a particular date (the “Determination
Date”) shall mean:


 


(a)            If
the Common Stock is then publicly listed or quoted on one or more securities exchanges, inter-dealer quotation systems or over-the-counter
markets, the fair market value of a Share shall be the closing price per share of Common Stock reported on the principal such exchange,
system or market for the business day immediately before Holder delivers this Warrant together with its Notice of Exercise to the Company.


 


(b)            If
the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or
winding up pursuant to the Company’s charter, then the fair market value of a Share shall be equal to all amounts to be payable
per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, assuming
for the purposes of this clause (b) that all of the shares of Common Stock then issuable upon exercise of all in-the-money options,
warrants and other exercisable or convertible rights or other securities outstanding at the Determination Date.


 






    3


     


    

 


(c)            If
the Common Stock is not then publicly listed or quoted on one or more securities exchanges, inter-dealer quotation systems or over-the-counter
markets, then the Board of Directors of the Company (the “Board”) shall determine the fair market value of a Share
in its reasonable good faith judgment.


 


2.4            Delivery
of Certificate and New Warrant. Promptly after Holder exercises this Warrant and, if applicable, the Company receives payment of the
aggregate Exercise Price, the Company shall deliver to Holder certificates for the Shares acquired (or, if the Common Stock is uncertificated,
evidence of the book-entry position) and, if this Warrant has not been fully exercised and has not expired, a new warrant of like tenor
representing a warrant to purchase the Shares not yet acquired.


 


2.5            Replacement
of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant
and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the
Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company shall execute and deliver a replacement
Warrant.


 


2.6            Sale,
Merger, or Consolidation of the Company. For the purpose of this Warrant, “Acquisition” means any reorganization,
consolidation, or merger of the Company where the holders of the Company’s securities before the transaction beneficially own less
than 50% of the outstanding voting securities of the surviving entity after the transaction. Upon the closing of any Acquisition, the
successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and
property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding
on the record date for the Acquisition and subsequent closing, and the Exercise Price shall be adjusted accordingly; provided,
however, that (i) in the event of an Acquisition in which the consideration to be received by the Company’s stockholders
consists solely of cash, solely of Marketable Securities (as defined below) or a combination of cash and Marketable Securities (a “Cash/Public
Acquisition”), and, as to any Share, the fair market value of such Share as determined in accordance with Section 2.3
above would be greater than the Exercise Price in effect on such date immediately prior to such Cash/Public Acquisition, and Holder has
not exercised this Warrant pursuant to Article 2 above as to all such Shares, then (A) this Warrant shall automatically
be deemed to be cashless exercised pursuant to Section 2.2 above as to all such Shares for which it has not been previously
exercised effective immediately prior to and contingent upon the consummation of such Cash/Public Acquisition and (B) in connection
with such cashless exercise, Holder shall be deemed to have restated each of the representations and warranties in Section 5
of the Warrant as the date thereof (which representations and warranties shall also pertain, as applicable, to the applicable Marketable
Securities as well as the issuer thereof) and the Company shall promptly notify the Holder of the number of Shares (or such other Marketable
Securities) issued upon exercise, and (ii) in the event of a Cash/Public Acquisition where, as to any Share, the fair market value
of such Share as determined in accordance with Section 2.3 above would be less than the Exercise Price in effect immediately
prior to such Cash/Public Acquisition, then this Warrant will expire immediately prior to the consummation of such Cash/Public Acquisition
as to all such Shares. “Marketable Securities” means securities meeting all of the following requirements: (1) the
issuer thereof is then subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, and is then current
in its filing of all required reports and other information under the Act and the Exchange Act; (2) the class and series of shares
or other security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant
on or prior to the closing thereof is then traded in a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter
market, and (3) following the closing of such Acquisition, Holder would not be restricted from publicly re-selling all of the issuer’s
shares and/or other securities that would be received by Holder in such Acquisition were Holder to exercise or convert this Warrant in
full on or prior to the closing of such Acquisition, except to the extent that any such restriction (x) arises solely under federal
or state securities laws, rules or regulations, and (y) does not extend beyond six (6) months from the closing of such
Acquisition.


 






    4


     


    

 


Article 3.


 


ADJUSTMENTS
TO THE SHARES.


 


3.1            Stock
Dividends, Splits, Etc. If the Company, at any time while this Warrant is outstanding: (a) pays a dividend on the Shares payable
in Common Stock, (b) subdivides the outstanding Shares into a greater number of Shares, (c) combines (including by way of reverse
stock split) outstanding shares of Common Stock into a smaller number of shares or (d) issues by reclassification of shares of Common
Stock any shares of capital stock of the Company, then in each such case (i) the Exercise Price will be adjusted by multiplying such
Exercise Price then in effect by a fraction, the numerator of which equals the number of shares of Common Stock outstanding immediately
prior to such event (excluding treasury shares, if any), and the denominator of which equals the number of shares of Common Stock outstanding
immediately after such event (excluding treasury shares, if any), and (ii) the number of Shares issuable hereunder shall be concurrently
adjusted by multiplying such number by the reciprocal of such fraction. Such adjustments will take effect on the effective date of such
dividend, subdivision, combination or issuance by reclassification, as the case may be. The provisions of this Section 3.1
shall similarly apply to successive reclassifications, exchanges, combinations, substitutions, recapitalizations and reorganizations.


 


3.2            Fractional
Shares. No fractional Shares shall be issuable upon exercise of the Warrant and the number of Shares to be issued shall be rounded
down to the nearest whole Share. If a fractional share interest arises upon any exercise of the Warrant, the Company shall eliminate such
fractional share interest by paying Holder the amount computed by multiplying the fractional interest by the Fair Market Value of a full
Share.


 


3.3            Certificate
as to Adjustments. Upon any adjustment pursuant to this Article 3, including any adjustments to the Exercise Prices or
number of Shares that are exercisable under this Warrant, the Company shall promptly notify Holder in writing, and, at the Company’s
expense, promptly compute such adjustment, and furnish Holder with a certificate of its officer setting forth such adjustment and the
facts upon which such adjustment is based.


 






    5


     


    

 


Article 4.


 


REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE COMPANY


 


4.1            Representations
and Warranties. The Company represents and warrants to the Holder as follows:


 


(a)            The
Company is a corporation validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate
power and authority to carry on its business as now conducted.


 


(b)            This
Warrant constitutes the Company’s valid and legally binding obligation, enforceable in accordance with its terms, except as may
be limited by (i) applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of
creditors’ rights and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable
remedies. All corporate action has been taken on the part of the Company, its officers, directors, and stockholders necessary for the
authorization, execution and delivery of this Warrant and the issuance of the Shares upon exercise of this Warrant.


 


(c)            All
Shares which may be issued upon the exercise of this Warrant shall at all times during the term hereof and prior to exercise in full hereof
be duly reserved out of the Company’s authorized and unissued capital stock for issuance upon exercise hereof and shall, upon issuance,
be duly and validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer
provided for herein or under applicable federal and state securities laws.


 


4.2            No
Shareholder Rights; Preemptive Rights. Except as provided in this Warrant, Holder will not have any rights as a shareholder of the
Company until the exercise of this Warrant. The Shares for which this Warrant is exercisable shall at all times be free from preemptive
rights and any other rights (or the Company shall have received a valid waiver from all such holders of any such rights) that would prevent
the exercise of this Warrant in full by the Holder.


 


4.3            Valid
Issuance. The Company shall take all steps necessary to ensure that all Shares which may be issued upon the exercise of this Warrant
shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, free of any liens and encumbrances, and issued
to the Holder without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange
or similar quotation system upon which the Shares may be listed, except for restrictions on transfer provided for herein or under applicable
federal and state securities laws.


 






    6


     


    

 


Article 5.


 


REPRESENTATIONS
AND WARRANTIES OF THE HOLDER.


 


The Holder represents and warrants to the Company
as follows:


 


5.1            Purchase
for Own Account. This Warrant and the Shares to be acquired upon exercise of this Warrant by Holder are being acquired for investment
for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution in violation of applicable
securities laws. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares.


 


5.2            Disclosure
of Information. Holder has received or has had full access to all the information it considers necessary or appropriate to make an
informed investment decision with respect to this Warrant and its underlying securities. Holder further has had an opportunity to ask
questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities
and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort
or expense) necessary to verify any information furnished to Holder or to which Holder has access.


 


5.3            Investment
Experience. Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk. Holder has
experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk
of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial or
business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities
and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons
of a nature and duration that enables Holder to be aware of the character, business acumen and financial circumstances of such persons.


 


5.4            Accredited
Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.


 


5.5            The
Act. Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under the Act in reliance
upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment
intent as expressed herein. Holder understands that this Warrant and the Shares issued upon any exercise hereof must be held indefinitely
unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration
and qualification are otherwise available.


 


Article 6.


 


MISCELLANEOUS.


 


6.1            Term.
This Warrant is exercisable in whole or in part at any time and from time to time on or before the Expiration Date.


 






    7


     


    

 


6.2           Legends.     This
Warrant and the Shares shall be imprinted with a legend in substantially the following form:


 


THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR THE SECURITIES LAWS OF ANY STATE AND
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE
STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES,
SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.


 


6.3            Compliance
with Securities Laws on Transfer. This Warrant and/or the Shares issuable upon exercise of this Warrant may not be transferred or
assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee,
and in connection with any proposed transfer of this Warrant or the Shares to any Person other than an Affiliate of the Holder, the transferor
shall, if reasonably requested by the Company, deliver a legal opinion of counsel to the transferor (at the transferor’s expense).


 


6.4            Registration
Rights. In the event that the Company, at any time prior to the Termination Date, proposes to file on behalf of any stockholder or
warrantholder a registration statement under the Act on any form (other than a registration statement on Form S-4 or Form S-8)
to specifically register the shares or warrant shares held by such stockholder or warrantholder and naming such stockholder or warrantholder
therein, the Company shall provide written notice to the Holder as soon as practicable of such proposed filing, but in no event shall
such written notice be given to the Holder later than ten (10) days prior to the date that the Company intends to file such registration
statement, and, subject to the receipt by the Company of any information of the Holder reasonably required to be included in the registration
statement, the Holder shall have the right, in its discretion, to include the Shares of the Holder in such registration statement at the
Company’s expense; provided, however, that the Holder shall have no such right with respect to any Shares that cannot be registered
on such registration statement, as a result of the rules and regulations of the Securities and Exchange Commission. All legal and
other fees and expenses incurred by the Holder in connection with such registration shall be borne by the Holder. The Holder shall not,
in connection with any such registration, provide any information to the Company that contains any untrue statement of a material fact
or fail to state a material fact required to be stated or necessary to make the statements provided to the Company not misleading, in
light of the circumstances in which they were made. The rights of the Holder contained in this Section 6.4 shall terminate
upon the earliest to occur of: (a) immediately before the closing of an Acquisition; (b) such time as Securities and Exchange
Commission Rule 144 or another similar exemption under the Securities Act is available for the sale of all the Shares without limitation
during a three-month period without registration; and (c) the Termination Date.


 






    8


     


    

 


6.5            Transfer
Procedure. Subject to the provisions of Section 6.3 and upon providing the Company with written notice, Holder may transfer
all or part of this Warrant or the Shares issuable upon exercise of this Warrant to any transferee, provided, however, in connection with
any such transfer, Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer
identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and
Holder if applicable).


 


6.6            Notices.
All notices and other communications from the Company to the Holder, or vice versa, shall be in writing and shall be deemed delivered
and effective when given personally or mailed by first-class registered or certified mail or by overnight courier, postage prepaid (or
on the first business day after transmission by email), at such address as may have been furnished to the Company or Holder, as the case
may be, in writing by the Company or such holder from time to time.


 


All notices to Holder shall be addressed as follows
until the Company receives notice of a change in address in accordance with this Section 6.6:


 


SWK Funding LLC 


Attn: Chief Executive Officer 


14755 Preston Road, Suite 105 


Dallas, TX 75254 


Telephone: 972-687-7250 


Email: [XXX]


 


With a copy (which shall not constitute
notice) to:


 


Holland & Knight LLP

200 Crescent Ct., Suite 1600

Dallas, TX 75201

Telephone: 214-964-9500

Email: [XXX]


Attention: [XXX]


 


Notice to the Company shall be addressed as follows
until Holder receives notice of a change in address in accordance with this Section 6.6:


 


Aziyo
Biologics, Inc.,     

12510 Prosperity Drive, Suite 370

Silver Spring, Maryland 20904

Attention: [XXX]

Email: [XXX]


 


With a copy (which shall not constitute
notice) to:


 


Latham & Watkins LLP

200 Clarendon Street

Boston, Massachusetts 02116


Attention: [XXX]


Email: [XXX]


 






    9


     


    

 


6.7            Waiver.
This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is sought.


 


6.8            Attorney’s
Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in
such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’
fees.


 


6.9            Counterparts;
Electronic Signatures. This Warrant may be executed in counterparts with the same effect as if all parties had executed the same document.
All counterparts shall be construed together and shall constitute a single agreement. Further, the parties hereto consent and agree that
this Warrant may be signed and/or transmitted by e-mail of any .pdf file, .jpeg file, or any other electronic or image file, or any “electronic
signature” as defined under the U.S. Electronic Signatures in Global and National Commerce Act or the New York Electronic Signatures
and Records Act, which includes any electronic signature provided using Orbit, Adobe Sign, DocuSign, or any other similar platform identified
by the parties hereto and reasonably available at no undue burden or expense to the Agent), except to the extent the Agent requires otherwise.
Any such electronic signatures shall be valid, effective and legally binding as if such electronic signatures were handwritten signatures
and shall be deemed to have been duly and validly delivered for all purposes hereunder. No party hereto shall raise the use of e-mail
or other electronic transmission to deliver a signature or the fact that any signature or agreement or amendment was transmitted or communicated
through the use of e-mail or other electronic transmission as a defense to the formation or enforceability of a contract and each such
party forever waives any such defense.


 


6.10            Governing
Law. This Warrant shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to
its principles regarding conflicts of law.


 


[Remainder
of page intentionally blank; signature pages follow.]


 






    10


     


    

 


IN
WITNESS WHEREOF, the undersigned have executed this Warrant as of the day and year first above written.


 


	COMPANY:	 
	 	 
	AZIYO BIOLOGICS, INC.,	 
	a Delaware corporation  	 
	 	 
	By:	/s/ Matt Ferguson	 
	Name:	Matt Ferguson	 
	Title: 	Chief Financial Officer	 





 


[Signature
Page to Warrant]


 






     


     


    

 


	 	HOLDER:
	 	 
	 	SWK FUNDING LLC
	 	 
	 	 	By: SWK Holdings Corporation,
	 	 	its sole Manager
	 	 	 	 
	 	 	By:	/s/ Winston Black
	 	 	Name: 	Winston Black
	 	 	Title: 	Chief Executive Officer




 


[Signature
Page to Warrant]


 






     


     


    

 


APPENDIX 1


 


NOTICE OF EXERCISE


 


The undersigned, pursuant to the provisions set
forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box):


 


___     ________
First Tranche Shares or Second Tranche Shares, as applicable covered by such Warrant.


 


___     The
undersigned herewith makes payment of the full purchase price for such Shares at the price per share provided for in such Warrant, which
is $___________. Such payment takes the form of (check applicable box or boxes):


 


___     $__________
in lawful money of the United States; and/or


 


___     the
cancellation of such number of Shares as is necessary, in accordance with the formula set forth in Section 1.2, to exercise
this Warrant with respect to _______ Shares (using a Fair Market Value of $_______ per Share for purposes of this calculation) purchasable
pursuant to the cashless exercise procedure set forth in Section 1.2.


 


The undersigned requests that the certificates
for such Shares be issued in the name of, and delivered to                                                                                     whose
address is                                                                                                                                                                                                                                                                 .


 


By its execution below and for the benefit of
the Company, Holder hereby restates each of the representations and warranties in Article 4 of the Warrant as of the date
hereof.


 


	 	HOLDER:	 
	 	 	 
	 	 	 
	 	 	 
	                        	By:	 
	 	 	 
	 	Name:	                               
	 	 	 
	 	Title:	 
	 	 	 
	 	(Date):	 




 






    Appendix 1-1