Exhibit
4.2


 


THIS
WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY.


 


THE
NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF.


 


This
Warrant is issued pursuant to that certain Unit Purchase Agreement dated August 12, 2022 by and between the Company and the Holder (as
defined below) (the “Purchase Agreement”). Capitalized terms used and not otherwise defined herein shall have the
meanings set forth for such terms in the Purchase Agreement. Receipt of this Warrant by the Holder shall constitute acceptance and agreement
to all of the terms contained herein.


 


No.
37


 


MARIZYME,
INC.


 


CLASS
C COMMON STOCK PURCHASE WARRANT


 


Marizyme,
Inc., a Nevada corporation (together with any corporation which shall succeed to or assume the obligations of Marizyme, Inc. hereunder,
the “Company”), hereby certifies that, for value received, Waichun Logistics Technology Limited, an entity (the “Holder”),
is entitled, subject to the terms set forth below, to purchase from the Company at any time during the Exercise Period (as defined in
Section 9) up to One Million Seven Hundred Fourteen Thousand Two Hundred Eighty-Six (1,714,286) fully paid and non-assessable
shares of Common Stock (as defined in Section 9), at a purchase price per share equal to the Exercise Price (as defined in Section
9). The number of shares of Common Stock for which this Class C Common Stock Purchase Warrant (this “Warrant”)
is exercisable and the Exercise Price are subject to adjustment as provided herein.


 


1.
DEFINITIONS. Certain terms are used in this Warrant as specifically defined in Section 9.


 


2.
EXERCISE OF WARRANT.


 


2.1.
Exercise. This Warrant may be exercised prior to its expiration pursuant to Section 2.5 hereof by the Holder at any time
or from time to time during the Exercise Period, by submitting the form of subscription attached hereto (the “Exercise Notice”)
duly executed by the Holder, to the Company at its principal office, indicating whether the Holder is electing to purchase a specified
number of shares by paying the Aggregate Exercise Price as provided in Section 2.2 or is electing to exercise this Warrant as
to a specified number of shares pursuant to the net exercise provisions of Section 2.3. On or before the first Trading Day following
the date on which the Company has received the Exercise Notice, the Company shall transmit by electronic mail an acknowledgement of confirmation
of receipt of the Exercise Notice. Subject to Section 2.4, this Warrant shall be deemed exercised for all purposes as of the close
of business on the day on which the Holder has delivered the Exercise Notice to the Company. The Aggregate Exercise Price, if any, shall
be paid by wire transfer to the Company within five (5) Business Days of the date of exercise and prior to the time the Company issues
the certificates evidencing the shares issuable upon such exercise. In the event this Warrant is not exercised in full, the Company may,
at its expense, require the Holder, after such partial exercise, to promptly return this Warrant to the Company and the Company will
forthwith issue and deliver to or upon the order of the Holder a new Warrant or Warrants of like tenor, in the name of the Holder or
as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, calling in the aggregate on the face or faces
thereof for the number of shares of Common Stock equal (without giving effect to any adjustment therein) to the number of such shares
called for on the face of this Warrant minus the number of such shares (without giving effect to any adjustment therein) for which this
Warrant shall have been exercised.


 




    	 



     


    

 


2.2.
Payment of Exercise Price by Wire Transfer. If the Holder elects to purchase a specified number of shares by paying the Aggregate
Exercise Price, the Holder shall pay such amount by wire transfer of immediately available funds to the account designated by the Company
in its acknowledgement of receipt of such Exercise Notice pursuant to Section 2.1.


 


2.3.
Net Exercise. If a registration statement covering the shares of Common Stock that are the subject of the Notice of Exercise (the
“Unavailable Warrant Shares”) is not available for the resale of such Unavailable Warrant Shares to the public or
upon exercise of this Warrant in connection with a Fundamental Transaction, the Holder may elect to exercise this Warrant by receiving
shares of Common Stock equal to the number of shares determined pursuant to the following formula:


 


X
= Y (A - B)


A


 


	where,	 	 
	 	 	 
	X
    =	 	the
    number of shares of Common Stock to be issued to Holder;
	Y
    =	 	the
    number of shares of Common Stock as to which this Warrant is to be exercised (as indicated on the Exercise Notice);
	A
    =	 	VWAP
    for the Trading Day immediately preceding the date of exercise; and
	B
    =	 	the
    Exercise Price.


 


2.4.
Antitrust Notification. If the Holder determines, in its sole judgment upon the advice of counsel, that the issuance of any Warrant
Shares pursuant to the terms hereof would be subject to the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the “HSR Act”), the Company shall file as soon as practicable after the date on which the Company receives
notice from the Holder of the applicability of the HSR Act and a request to so file with the United States Federal Trade Commission and
the United States Department of Justice the notification and report form required to be filed by it pursuant to the HSR Act in connection
with such issuance.


 


2.5.
Termination. This Warrant shall terminate upon the earlier to occur of (i) exercise in full or (ii) the expiration of the Exercise
Period.


 


2.6
Company Exercise. At any time following the sixty (60) day anniversary of the final Closing Date or termination of the Offering,
if (i) the Company is listed on a Trading Market that is a senior exchange such as The NASDAQ Global Market, The NASDAQ Global Select
Market, The NASDAQ Capital Market, or the New York Stock Exchange, (ii) the Warrant Shares are registered, which registration is and
remains effective, or the Holder otherwise has the ability to trade the Warrant Shares without restriction, (iii) the daily VWAP for
the prior twenty (20) consecutive Trading Days is $6.00 or more (adjusted for splits and similar distributions) and (iv) the daily trading
volume is at least $1,000,000 during such twenty (20)-day period (the events set forth in clauses (i) through (iv) above, collectively,
the “Conditions”), then the Company can demand, upon five (5) Business Days’ notice that the Holder exercise
this Warrant, pursuant to Section 2.1 hereof and subject to the limitations of Section 10, as long as the Conditions remain
in effect. The exercise referenced in this Section 2.6 shall be at the Exercise Price, including any Exercise Price modified pursuant
to the provisions of Section 5 hereof (exclusive of Section 5.4). For the avoidance of doubt, in no instance may the Company
demand an exercise under this Section 2.6 if there is no effective registration statement covering the shares underlying the Warrant.


 




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3.
REGISTRATION RIGHTS. The Holder’s registration rights are set forth in the Registration Rights Agreement.


 


4.
DELIVERY OF STOCK CERTIFICATES ON EXERCISE.


 


4.1.
Delivery of Exercise Shares. As soon as practicable after any exercise of this Warrant and in any event within two (2) Trading
Days thereafter (such date, the “Exercise Share Delivery Date”), the Company shall, at its expense (including the
payment by it of any applicable issue or stamp taxes), cause to be issued in the name of and delivered to the Holder, or as the Holder
may direct, a certificate or certificates evidencing the number of fully paid and non-assessable shares of Common Stock (which number
shall be rounded down to the nearest whole share in the event any fractional share may otherwise be issuable upon such exercise and the
Company shall pay a cash adjustment to the Holder in respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price) to which the Holder shall be entitled on such exercise, in such denominations as may be requested by the Holder,
which certificate or certificates shall be free of restrictive and trading legends (except for any such legends as may be required under
the Securities Act). In lieu of delivering physical certificates for the shares of Common Stock issuable upon any exercise of this Warrant,
provided the Warrant Shares are not restricted securities and the Company’s transfer agent is participating in the Depository Trust
Company (“DTC”) Fast Automated Securities Transfer program or a similar program, upon request of the Holder, the Company
shall cause its transfer agent to electronically transmit such shares of Common Stock issuable upon exercise of this Warrant to the Holder
(or its designee), by crediting the account of the Holder’s (or such designee’s) broker with DTC through its Deposit Withdrawal
Agent Commission system (provided that the same time periods herein as for stock certificates shall apply) as instructed by the Holder
(or its designee). If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by
the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000
of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise),
$5 per Trading Day for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds
such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains
outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed
in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date
of delivery of the Notice of Exercise.


 


4.2.
Compensation for Buy-In on Failure to Timely Deliver Exercise Shares. In addition to any other rights available to the Holder,
if the Company fails to cause its transfer agent to transmit to the Holder Exercise Shares pursuant to an exercise on or before the Exercise
Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise)
or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of
the Exercise Shares which the Holder anticipated receiving upon such exercise (a “Buy- In”), then the Company shall
(a) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions,
if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Exercise Shares
that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell
order giving rise to such purchase obligation was executed, and (b) at the option of the Holder, either reinstate the portion of the
Warrant and equivalent number of Exercise Shares for which such exercise was not honored (in which case such exercise shall be deemed
rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied
with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price
of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise
to such purchase obligation of $10,000, under clause (a) of the immediately preceding sentence the Company shall be required to pay the
Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In
and evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue a decree of specific performance
and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant
as required pursuant to the terms hereof.


 




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4.3.
Charges, Taxes and Expenses. Issuance of Exercise Shares shall be made without charge to the Holder for any issue or transfer
tax or other incidental expense in respect of the issuance of such Exercise Shares, all of which taxes and expenses shall be paid by
the Company, and such Exercise Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder;
provided, however, that in the event Exercise Shares are to be issued in a name other than the name of the Holder, this
Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto (the “Assignment Form”)
duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for
any transfer tax incidental thereto.


 


5.
CERTAIN ADJUSTMENT.


 


5.1.
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (a) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares
of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this
Warrant), (b) subdivides outstanding shares of Common Stock into a larger 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 the Common
Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the
numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event
and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event and the number of
shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant
shall remain unchanged. Any adjustment made pursuant to this Section 5.1 shall become effective immediately after the record date
for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after
the effective date in the case of a subdivision, combination or re-classification.


 


5.2
Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial
Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the
date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,
however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding
the beneficial ownership limitation provided for in Section 10, then the Holder shall not be entitled to participate in such Distribution
to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the
portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would
not result in the Holder exceeding the beneficial ownership limitation).


 




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5.3
Fundamental Transaction. If, at any time while this Warrant is outstanding, (a) the Company effects any merger or consolidation
of the Company with or into another Person, (b) the Company effects any sale of all or substantially all of its assets in one or a series
of related transactions, (c) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which
holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (d) the Company effects
any reclassification 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 (each, a “Fundamental Transaction”), then, upon the closing
of a Fundamental Transaction and payment of the exercise price therefore (including at the election of the Holder by cashless exercise),
the Holder shall receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence
of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if
it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a
result of such merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant
is exercisable immediately prior to such event. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately
adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of
Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in
a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock
are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given
the same choice as to the Alternate Consideration it receives upon exercise of this Warrant upon the closing of such Fundamental Transaction.
The foregoing notwithstanding, if the Company effects any reclassification of the Common Stock or any compulsory share exchange, in each
case, into another security of the Company, this Warrant shall remain outstanding and the Holder shall be entitled to receive the Alternative
Consideration upon any subsequent exercise of this Warrant and the payment of the exercise price therefor. The terms of any agreement
pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply
with the provisions of this Section 5.3.


 


5.4
Adjustment to Exercise Price Upon Issuance of Common Stock. If the Company shall, at any time after the Issue Date, other than
pursuant to a Qualified Financing, issue or sell any shares of Common Stock (other than Exempted Securities), whether directly or indirectly
by way of Convertible Securities or any rights or warrants or options to purchase any such Convertible Securities (“Additional
Shares of Common Stock”), with any term that the Holder reasonably believes is more favorable to the holder of such security
or with a term in favor of the holder of such security that the Holder reasonably believes was not similarly provided to the Holder in
this Warrant, then (i) the Holder, after receipt of written notice thereof from the Company, shall notify the Company of such additional
or more favorable term within five (5) Business Days of the issuance or amendment (as applicable) of the respective security or, if later,
within five (5) Business Days after receipt of the previously described notice, and (ii) such term, at Holder’s option, shall become
a part of this Warrant (regardless of whether the Company or Holder complied with the notification provision of this Warrant or the Purchase
Agreement). The types of terms contained in another security that may be more favorable to the holder of such security include, but are
not limited to, terms addressing conversion or exercise discounts, conversion or exercise lookback periods, and discounts to the effective
price per share of a Qualified Financing. If Holder elects to have the term become a part of this Warrant, then the Company shall immediately
deliver acknowledgment of such adjustment in form and substance reasonably satisfactory to the Holder (the “Acknowledgment”)
within five (5) Business Days of Company’s receipt of request from Holder (the “Adjustment Deadline”), provided that
Company’s failure to timely provide the Acknowledgement shall not affect the automatic amendments contemplated hereby.


 




    	- 5 -



     


    

 


5.5
Calculations. All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share,
as the case may be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as
of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding at
the close of the Trading Day on or, if not applicable, most recently preceding, such given date.


 


5.6
Notice to Holder.


 


(a)
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 5, the
Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement
of the facts requiring such adjustment.


 


(b)
Notice to Allow Exercise by Holder. If (i) the Company shall declare a dividend (or any other distribution in whatever form) on
the Common Stock; (ii) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock; (iii) the
Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of
capital stock of any class or of any rights; (iv) the approval of any stockholders of the Company shall be required in connection with
any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or
substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities,
cash or property; or (v) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs
of the Company; then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the
Warrant Register of the Company, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified,
a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or
warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend,
distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger,
sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the
Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or
any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice.
Subject to applicable law, the Holder is entitled to exercise this Warrant during the period commencing on the date of such notice to
the effective date of the event triggering such notice. Notwithstanding the foregoing, the delivery of the notice described in this Section
5.6 is not intended to and shall not bestow upon the Holder any voting rights whatsoever with respect to outstanding unexercised
Warrants.


 




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6.
NO IMPAIRMENT. The Company will not, by amendment of the Articles of Incorporation or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms
and in taking all such action as may be necessary or appropriate in order to protect the rights of the Holder against impairment. Without
limiting the generality of the foregoing, the Company (a) will not increase the par value of any shares of Common Stock receivable on
the exercise of this Warrant above the amount payable therefor on such exercise and (b) will take all such action as may be necessary
or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of stock on the exercise
of this Warrant from time to time outstanding.


 


7.
NOTICES OF RECORD DATE. In the event of:


 


(a)
any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who
are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of
stock of any class or any other securities or property, or to receive any other right;


 


(b)
any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer
of all or substantially all the assets of the Company to or any consolidation or merger of the Company with or into any other Person
or any other Change of Control; or


 


(c)
any voluntary or involuntary dissolution, liquidation or winding-up of the Company;


 


then,
and in each such event, the Company will mail or cause to be mailed to the Holder a notice specifying (i) the date on which any such
record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such
dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding-up is anticipated to take place, and the time, if any is to be fixed, as
of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other
property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution,
liquidation or winding-up. Such notice shall be mailed at least fifteen (15) days prior to the date specified in such notice on
which any such action is to be taken.


 


8.
RESERVATION OF STOCK ISSUABLE ON EXERCISE OF WARRANT; REGULATORY COMPLIANCE.


 


8.1.
Reservation of Stock Issuable on Exercise of Warrant. The Company shall at all times while this Warrant shall be outstanding,
reserve and keep available out of its authorized but unissued Common Stock, such number of shares of Common Stock as shall from time
to time be sufficient to effect the exercise of all or any portion of the Warrant Shares (disregarding for this purpose any and all limitations
of any kind on such exercise). The Company shall, from time to time in accordance with Chapter 78 of the Nevada Revised Statutes, increase
the authorized number of shares of Common Stock or take other effective action if at any time the unissued number of authorized shares
shall not be sufficient to satisfy the Company’s obligations under this Section 8.


 


8.2.
Regulatory Compliance. If any shares of Common Stock to be reserved for the purpose of exercise of the Warrant Shares require
registration or listing with or approval of any Governmental Authority, stock exchange or other regulatory body under any federal or
state law or regulation or otherwise before such shares may be validly issued or delivered upon exercise, the Company shall, at its sole
cost and expense, in good faith and as expeditiously as possible, secure such registration, listing or approval, as the case may be.


 




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8.3.
Stockholder Approval. The Company shall not be required to issue any Warrant Shares if such issuance would cause the Company to
be required to obtain the Stockholder Approval either pursuant to the rules and regulations of the Trading Market or otherwise until
such Stockholder Approval has been obtained.


 


9.
DEFINITIONS. As used herein the following terms, unless the context otherwise requires, have the following respective meanings:


 


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


 


“Aggregate
Exercise Price” means, in connection with the exercise of this Warrant at any time, an amount equal to the product obtained
by multiplying (i) the Exercise Price times (ii) the number of shares of Common Stock for which this Warrant is being exercised at such
time.


 


“Articles
of Incorporation” means the Company’s Articles of Incorporation.


 


“Automatic
Conversion Price” means the lesser of (i) 75% of the cash price per share paid by the other purchasers of Next Round Securities
in the Qualified Financing and (ii) the Conversion Price ($2.25), subject to Customary Antidilution Adjustments).


 


“Business
Day” means any day other than a Saturday, Sunday or any other day on which the Federal Reserve Bank of New York is closed in
New York City.


 


“Change
of Control” has the meaning set forth in the Purchase Agreement.


 


“Common
Stock” means (i) the Company’s Common Stock, $0.001 par value per share, and (ii) any other securities into which or
for which any of the securities described in clause (i) above have been converted or exchanged pursuant to a plan of recapitalization,
reorganization, merger, sale of assets or otherwise.


 


“Convertible
Securities” means any debt, equity or other securities that are, directly or indirectly, convertible into or exchangeable for
Common Stock.


 


“Customary
Antidilution Adjustments” means customary anti-dilution protection for stock splits, stock dividends, stock combinations, recapitalizations
and similar transactions.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder from time
to time in effect.


 


“Exercise
Period” means the period commencing on the Issue Date and ending 11:59 P.M. (New York City time) on the five-year anniversary
of the Issue Date or earlier closing of a Fundamental Transaction (other than a Fundamental Transaction of the type described in clause
(d) of the definition thereof resulting in the conversion into or exchange for another security of the Company).


 


“Exercise
Price” means the lower of (i) $2.25 per share, or (ii) the Automatic Conversion Price.


 


“Exercise
Shares” means the shares of Common Stock for which this Warrant is then being exercised.


 




    	- 8 -



     


    

 


“Fair
Market Value” means, with respect to any security or other property, the fair market value of such security or other property
as determined by the Board of Directors, acting in good faith. “Governmental Authority” means the government of the
United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative
powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central
Bank).


 


“Issue
Date” means August 12, 2022.


 


“Next
Round Securities” means equity or equity equivalent securities sold in a Company equity financing while the Note is outstanding.


 


“Note”
means the 10% secured convertible promissory note issued by the Company to the Holder pursuant to the Purchase Agreement.


 


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


 


“Qualified
Financing” means an equity financing of Next Round Securities with a gross aggregate amount of securities sold of not less
than $10,000,000, excluding any and all indebtedness under the Notes that is converted into Next Round Securities, and with the principal
purpose of raising capital; provided, that the Company is listed on a Trading Market that is a senior exchange such as The NASDAQ Global
Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, or the New York Stock Exchange.


 


“Registration
Rights Agreement” means the Registration Rights Agreement, dated as of August 12, 2022 (as the same may be amended from time
to time), by and between the Company and the Holder.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder from time to time in
effect.


 


“Subsidiary”
means, as of any time of determination and with respect to any Person, any United States corporation, partnership, limited liability
company or limited liability partnership, all of the stock (or other equity interest) of every class of which, except directors’
qualifying shares (or any equivalent), shall, at such time, be owned by such Person either directly or through Subsidiaries and of which
such Person or a Subsidiary shall have 100% control thereof, except directors’ qualifying shares. Unless the context otherwise
clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company.


 


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


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock (or any other common stock of any other Person
that references the Trading Market for its common stock) is listed or quoted for trading on the date in question: the OTC Bulletin Board,
The NASDAQ Global Market, The NASDAQ Global Select Market, The NASDAQ Capital Market, the New York Stock Exchange, NYSE Arca, the NYSE
MKT, or the OTCQX Marketplace, the OTCQB Marketplace, the OTC Pink Marketplace or any other tier operated by OTC Markets Group Inc. (or
any successor to any of the foregoing)


 




    	- 9 -



     


    

 


“VWAP”
means, for or as of any date, the dollar volume-weighted average price for such security on the Trading Market (or, if the Trading Market
is not the principal trading market for such security, then on the principal securities exchange or securities market on which such security
is then traded) during the period beginning at 9:30 a.m., New York time, and ending at 4:02 p.m., New York time, as reported by Bloomberg
through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average
price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning
at 9:30 a.m., New York time, and ending at 4:02 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average
price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing
ask price of any of the market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly
Pink Sheets LLC). If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security
on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations shall be appropriately
adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.


 


“Warrant
Shares” means collectively the shares of Common Stock of the Company issuable upon exercise of this Warrant in accordance with
its terms, as such number may be adjusted pursuant to the provisions thereof.


 


10.
LIMITATION ON BENEFICIAL OWNERSHIP. Notwithstanding anything to the contrary contained herein, the Holder shall not be entitled
to receive shares of Common Stock or other securities (together with Common Stock, “Equity Interests”) upon exercise
of this Warrant to the extent (but only to the extent) that such exercise or receipt would cause the Holder Group to become, directly
or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder) of a number of Equity Interests of a class that is registered under the Exchange Act which exceeds the Maximum
Percentage (as defined below) of the Equity Interests of such class that are outstanding at such time. Any purported delivery of Equity
Interests in connection with the exercise of the Warrant prior to the termination of this restriction in accordance herewith shall be
void and have no effect to the extent (but only to the extent) that such delivery would result in the Holder Group becoming the beneficial
owner of more than the Maximum Percentage of the Equity Interests of a class that is registered under the Exchange Act that is outstanding
at such time. If any delivery of Equity Interests owed to the Holder following exercise of this Warrant is not made, in whole or in part,
as a result of this limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall
deliver such Equity Interests as promptly as practicable after the Holder gives notice to the Company that such delivery would not result
in such limitation being triggered or upon termination of the restriction in accordance with the terms hereof. To the extent limitations
contained in this Section 10 apply, the determination of whether this Warrant is exercisable and of which portion of this Warrant
is exercisable shall be the sole responsibility and in the sole determination of the Holder, and the submission of an Exercise Notice
shall be deemed to constitute the Holder’s determination that the issuance of the full number of Warrant Shares requested in the
Exercise Notice is permitted hereunder, and neither the Company nor any Warrant agent shall have any obligation to verify or confirm
the accuracy of such determination. For purposes of this Section 10, (i) the term “Maximum Percentage” shall
mean 4.99%; provided, that if at any time after the date hereof the Holder Group beneficially owns in excess of 4.99% of any class of
Equity Interests in the Company that is registered under the Exchange Act (excluding any Equity Interests deemed beneficially owned by
virtue of this Warrant or the Note), then the Maximum Percentage shall automatically increase to 9.99% so long as the Holder Group owns
in excess of 4.99% of such class of Equity Interests (and shall, for the avoidance of doubt, automatically decrease to 4.99% upon the
Holder Group ceasing to own in excess of 4.99% of such class of Equity Interests); and (ii) the term “Holder Group”
shall mean the Holder plus any other Person with which the Holder is considered to be part of a group under Section 13 of the Exchange
Act or with which the Holder otherwise files reports under Sections 13 and/or 16 of the Exchange Act. In determining the number of Equity
Interests of a particular class outstanding at any point in time, the Holder may rely on the number of outstanding Equity Interests of
such class as reflected in (x) the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with
the Securities and Exchange Commission, as the case may be, (y) a more recent public announcement by the Company or (z) a more recent
notice by the Company or its transfer agent to the Holder setting forth the number of Equity Interests of such class then outstanding.
For any reason at any time, upon written or oral request of the Holder, the Company shall, within one (1) Trading Day of such request,
confirm orally and in writing to the Holder the number of Equity Interests of any class then outstanding. Anything herein to the contrary,
any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company.
The provisions of this Section 10 shall be construed, corrected and implemented in a manner so as to effectuate the intended beneficial
ownership limitation herein contained.


 




    	- 10 -



     


    

 


11.
REGISTRATION AND TRANSFER OF WARRANT.


 


11.1.
Registration of Warrant. The Company shall register and record transfers, exchanges, reissuances and cancellations of this Warrant,
upon the records to be maintained by the Company for that purpose, in the name of the record holder hereof from time to time. The Company
may deem and treat the registered holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, absent actual notice to the contrary. The Company shall be entitled to rely and held harmless
in acting or refraining from acting in reliance upon, any notices, instructions or documents it believes in good faith to be from an
authorized representative of the Holder.


 


11.2
Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable,
in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written
assignment of this Warrant substantially in the form of assignment (the “Assignment Notice”) attached hereto duly
executed by the Holder or its agent or attorney. The Company may require the transferor thereof to provide to the Company an opinion
of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the
effect that such transfer does not require registration of the transferred Warrant under the Securities Act. Upon such surrender, the
Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination
or denominations specified in such Assignment Notice, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant
not so assigned, and this Warrant shall promptly be cancelled. This Warrant, if properly assigned in accordance herewith, may be exercised
by a new holder for the purchase of Exercise Shares without having a new Warrant issued.


 


11.3.
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of
the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 11.2, as to any transfer which may be involved in such
division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for this Warrant or Warrants to
be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue
Date and shall be identical with this Warrant except as to the number of Exercise Shares issuable pursuant thereto.


 


12.
LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Exercise Shares,
and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of this Warrant,
shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the
Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant
or stock certificate.


 




    	- 11 -



     


    

 


13.
REMEDIES. The Company stipulates that the remedies at law of the Holder in the event of any default or threatened default by the
Company in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate, and that such terms
may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a
violation of any of the terms hereof or otherwise.


 


14.
NO RIGHTS AS A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity
as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company
for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity
as the Holder of this Warrant, any of the rights of a 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 Exercise
Shares.


 


15.
NOTICES. All notices, requests, demands and other communications that are required or may be given pursuant to the terms of this
Warrant shall be in writing and shall be deemed delivered (i) on the date of delivery when delivered by hand on a Business Day during
normal business hours or, if delivered on a day that is not a Business Day or after normal business hours, then on the next Business
Day, (ii) on the date of transmission when sent by facsimile transmission or email during normal business hours on a Business Day with
telephone confirmation of receipt or, if transmitted on a day that is not a Business Day or after normal business hours, then on the
next Business Day, or (iii) on the second Business Day after the date of dispatch when sent by a reputable courier service that maintains
records of receipt. The addresses for notice shall be as set forth in the Purchase Agreement.


 


16.
CONSENT TO AMENDMENTS. Any term of this Warrant may be amended, and the Company may take any action herein prohibited, or compliance
therewith may be waived, only if the Company shall have obtained the written consent (and not without such written consent) to such amendment,
action or waiver from the Holder. No course of dealing between the Company and the Holder nor any delay in exercising any rights hereunder
shall operate as a waiver of any rights of the Holder.


 


17.
MISCELLANEOUS. In case any provision of this Warrant shall be invalid, illegal or unenforceable, or partially invalid, illegal
or unenforceable, the provision shall be enforced to the extent, if any, that it may legally be enforced and the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby. If any provision of this Warrant is
found to conflict with the Purchase Agreement, the provisions of this Warrant shall prevail. If any provision of this Warrant is found
to conflict with the Note, the provisions of the Note shall prevail. THIS WARRANT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE INTERNAL LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE
LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. The headings in this Warrant
are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof.


 


[Remainder
of Page Intentionally Left Blank]


 




    	- 12 -



     


    

  


IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer.


 


Dated
as of August 12, 2022


 


	 	MARIZYME,
    INC.
	 	 	 
	 	By:	/s/
    David Barthel
	 	Name:	David
    Barthel
	 	Title:	chief
    Executive officer


 




    	- 13 -



     


    

 


FORM
OF SUBSCRIPTION


 


(To
be signed only on exercise


of attached Warrant)


 


	TO:	Marizyme, Inc.




 


1.
The undersigned Holder of the attached Warrant hereby elects to exercise its purchase right under such Warrant to purchase shares of
Common Stock of Marizyme, Inc., a Nevada corporation (the “Company”), as follows (check one or more, as applicable):


 


to
exercise the Warrant to purchase ___________ shares of Common Stock and to pay the Aggregate Exercise Price therefor by wire
transfer of United States funds to the account of the Company, which transfer has been made prior to or as of the date of delivery
of this Form of Subscription pursuant to the instructions of the Company;


 


and/or


 


to
exercise the Warrant with respect to _____________ shares of Common Stock pursuant to the net exercise provisions specified in
Section 2.3 of the Warrant.


 


2.
In exercising this Warrant, the undersigned Holder hereby confirms and acknowledges that the shares of Common Stock are being acquired
solely for the account of the undersigned and not as a nominee for any other party, and for investment, and that the undersigned shall
not offer, sell or otherwise dispose of any such shares of Common Stock except under circumstances that will not result in a violation
of the Securities Act or any state securities laws. The undersigned hereby further confirms and acknowledges that it is an “accredited
investor”, as that term is defined under the Securities Act.


 


3.
Please issue a stock certificate or certificates representing the appropriate number of shares of Common Stock in the name of the undersigned
or in such other name(s) as is specified below:


 


	Name:	 	 
	Address: 	 	 
	 	 	 
	 	 	 
	TIN:	 	 


 





	 	 	Dated:	 
	(Signature
    must conform exactly to name of Holder as specified on the face of the Warrant)	 	 	 


 




    	 



     


    

 


FORM
OF ASSIGNMENT


 


(To
be signed only on transfer of Warrant)


 


For
value received, the undersigned hereby sells, assigns, and transfers unto ___________ the right represented by the within Warrant to
purchase _________ shares of Common Stock of Marizyme, Inc., a Nevada corporation, to which the within Warrant relates, and appoints
_____________ attorney to transfer such right on the books of Marizyme, Inc., with full power of substitution in the
premises.


 


	 	 	[insert
    name of Holder]
	 	 	 	 
	Dated:	 	By:	 
	 	 	Title:	 
	 	 	[insert
    address of Holder]


 


Signed
in the presence of: