Exhibit 4.2


 


FORM OF CLASS B PRE-FUNDED WARRANT
TO PURCHASE COMMON STOCK


 


Number of Shares: [ ]

(subject to adjustment) 


 


	Warrant No. 	 	Original Issue Date: May 4, 2022


 


Rezolute, Inc., a Nevada corporation (the “Company”),
hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ] or its registered
assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to a total
of [ ] shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share, a
 “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal
to $0.001 per share (as adjusted from time to time as provided in Section 9 herein, the “Exercise Price”),
upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange,
transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after the date of the filing
of a charter amendment with the Secretary of State of the State of Nevada (the “Charter Amendment”) evidencing the
Stockholder Approval (as defined in Section 8) (the “Exercise Date”), subject to the following terms and
conditions:


 


1. Definitions. For purposes of this Warrant, the following
terms shall have the following meanings:


 


(a) “Affiliate” means any Person directly or indirectly
controlled by, controlling or under common control with, a Holder, but only for so long as such control shall continue. For purposes of
this definition, “control” (including, with correlative meanings, “controlled by”, “controlling” and
 “under common control with”) means, with respect to a Person, possession, direct or indirect, of (a) the power to direct
or cause direction of the management and policies of such Person (whether through ownership of securities or partnership or other ownership
interests, by contract or otherwise), or (b) at least 50% of the voting securities (whether directly or pursuant to any option, warrant
or other similar arrangement) or other comparable equity interests.


 


(b) “Commission” means the United States Securities
and Exchange Commission.


 


(c) “Closing Sale Price” means, for any security
as of any date, the last trade price for such security on the Principal Trading Market for such security, as reported by Bloomberg Financial
Markets, or, if such Principal Trading Market begins to operate on an extended hours basis and does not designate the last trade price,
then the last trade price of such security prior to 4:00 P.M., New York City time, as reported by Bloomberg Financial Markets, or if the
foregoing do not apply, the last trade price of such security in the over-the-counter market on the electronic bulletin board for such
security as reported by Bloomberg Financial Markets. If the Closing Sale Price cannot be calculated for a security on a particular date
on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined
by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then the
Board of Directors of the Company shall use its good faith judgment to determine the fair market value. The Board of Directors’
determination shall be binding upon all parties absent demonstrable error. All such determinations shall be appropriately adjusted for
any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.


 


(d) “Principal Trading Market” means the national
securities exchange or other trading market on which the Common Stock is primarily listed on and quoted for trading, which, as of the
Original Issue Date, shall be the Nasdaq Capital Market.


 


(e) “Registration Statement” means the Company’s
Registration Statement on Form S-3 (File No. 333-251498), declared effective on June 23, 2021.


 


(f) “Securities Act” means the Securities Act
of 1933, as amended.


 


(g) “Stockholder Approval” has the definition
set forth in Section 8 hereof.


 


(h) “Trading Day” means any weekday on which
the Principal Trading Market is normally open for trading.


 






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(i) “Transfer Agent” means Issuer Direct Corporation,
the Company’s transfer agent and registrar for the Common Stock, and any successor appointed in such capacity.


 


(j) “Warrant Share Registration Statement”
means the Company’s new Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission to register
the resale the Warrant Shares.


 


2. Issuance of Securities; Registration of Warrants. The Warrant,
as initially issued by the Company, is offered and sold pursuant to the Registration Statement. Accordingly, the Warrant is not a “restricted
security” under Rule 144 promulgated under the Securities Act. The Warrant Shares will be registered pursuant to the Warrant
Share Registration Statement. Accordingly, until the Warrant Share Registration Statement is declared effective, the Warrant Shares are
 “restricted securities” under Rule 144 promulgated under the Securities Act. The Company shall register ownership of
this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of
the record Holder (which shall include the initial Holder or, as the case may be, any assignee to which this Warrant is assigned hereunder)
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.


 


3. Registration of Transfers. Subject to compliance with all
applicable securities laws, the Company shall, or will cause its Transfer Agent to, register the transfer of all or any portion of this
Warrant in the Warrant Register, upon surrender of this Warrant, and payment for all applicable transfer taxes (if any). Upon any such
registration or transfer, a new warrant to purchase Common Stock in substantially the form of this Warrant (any such new warrant, a “New
Warrant”) evidencing the portion of this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing
the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New
Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of
the New Warrant that the Holder has in respect of this Warrant. The Company shall, or will cause its Transfer Agent to, prepare, issue
and deliver at the Company’s own expense any New Warrant under this Section 3. Until due presentment for registration
of transfer, the Company may treat the registered Holder hereof as the owner and holder for all purposes, and the Company shall not be
affected by any notice to the contrary.


 


4. Exercise and Duration of Warrants.


 


(a) All or any part of this Warrant shall be exercisable by the
registered Holder in any manner permitted by this Warrant at any time and from time to time on or after the Exercise Date.


 


(b) When this Warrant becomes exercisable for shares of Common
Stock, the Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule
1 hereto (the “Exercise Notice”), completed and duly signed, and (ii) payment of the Exercise Price for the
number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a “cashless exercise” if
so indicated in the Exercise Notice pursuant to Section 10 below), and the date on which the last of such items is delivered
to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” The Holder shall
not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice
shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the
remaining number of Warrant Shares, if any. The aggregate exercise price of this Warrant, except for the Exercise Price, was pre-funded
to the Company on or before the Original Issue Date, and consequently no additional consideration (other than the Exercise Price) shall
be required by to be paid by the Holder to effect any exercise of this Warrant. The Holder shall not be entitled to the return or refund
of all, or any portion, of such pre-funded exercise price under any circumstance or for any reason whatsoever.


 






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5. Delivery of Warrant Shares.


 


(a) Upon exercise of this Warrant, the Company shall promptly
(but in no event later than two (2) Trading Days after the Exercise Date), upon the request of the Holder, credit such aggregate
number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s
balance account with The Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system, or
if the Transfer Agent is not participating in the Fast Automated Securities Transfer Program (the “FAST Program”) or
if the certificates are required to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier to
the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder
or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Holder, or any
natural person or legal entity (each, a “Person”) so designated by the Holder to receive Warrant Shares, shall be deemed to
have become the holder of record of such Warrant Shares as of the Exercise Date, irrespective of the date such Warrant Shares are credited
to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be.


 


(b) If by the close of the second (2nd) Trading Day after the
Exercise Date, the Company fails to deliver to the Holder a certificate representing the required number of Warrant Shares in the manner
required pursuant to Section 5(a) or fails to credit the Holder’s balance account with DTC for such number of Warrant
Shares to which the Holder is entitled, and if after such second (2nd) Trading Day and prior to the receipt of such Warrant Shares, the
Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder
of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall,
within two (2) Trading Days after the Holder’s request and in the Holder’s sole discretion, either (1) pay in cash
to the Holder an amount equal to the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common
Stock so purchased, at which point the Company’s obligation to deliver such certificate (and to issue such Warrant Shares) shall
terminate or (2) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares
and pay cash to the Holder in an amount equal to the excess (if any) of Holder’s total purchase price (including brokerage commissions,
if any) for the shares of Common Stock so purchased in the Buy-In over the product of (A) the number of shares of Common Stock purchased
in the Buy-In, times (B) the Closing Sale Price of a share of Common Stock on the Exercise Date.


 


(c) To the extent permitted by law and subject to Section 5(b),
the Company’s obligations to issue and deliver Warrant Shares in accordance with and subject to the terms hereof (including the
limitations set forth in Section 11 below) are absolute and unconditional, irrespective of any action or inaction by the Holder
to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any
action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the
Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person,
and irrespective of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with
the issuance of Warrant Shares. Subject to Section 5(b), nothing herein shall limit the Holder’s right to pursue any
other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive
relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of
the Warrant as required pursuant to the terms hereof.


 


6. Charges, Taxes and Expenses. Issuance and delivery of certificates
for shares of Common Stock upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax, transfer
agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance of such certificates,
all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay
any tax that may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or the Warrants
in a name other than that of the Holder or an Affiliate thereof. The Holder shall be responsible for all other tax liability that may
arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.


 


7. Replacement of Warrant. If this Warrant is mutilated, lost,
stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in
lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of
such loss, theft or destruction (in such case) and, in each case, a customary and reasonable indemnity and surety bond, if requested by
the Company. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures
and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation
of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation
to issue the New Warrant.


 






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8. Reservation of Warrant Shares. The Company does not currently
have a sufficient number of authorized shares of Common Stock to allow the exercise of this Warrant for shares of Common Stock. The Company
covenants that it will, upon stockholder approval increasing the number of authorized shares of Common Stock allowing for the exercise
of the Warrant and the filing of the Charter Amendment evidencing the same (the “Stockholder Approval”), reserve and
keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling
it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are initially issuable
and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons
other than the Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all
Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the
terms hereof, be duly and validly authorized, issued and fully paid and non-assessable. The Company will take all such action as may be
reasonably necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law
or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed.
The Company further covenants that it will not, without the prior written consent of the Holder, take any actions to increase the par
value of the Common Stock at any time while this Warrant is outstanding.


 


9. Certain Adjustments. The Exercise Price and number of Warrant
Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 9.


 


(a) Stock Dividends and Splits. If the Company, at any
time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class
of capital stock issued and outstanding on the Original Issue Date and in accordance with the terms of such stock on the Original Issue
Date or as amended, as described in the Registration Statement, that is payable in shares of Common Stock, (ii) subdivides its outstanding
shares of Common Stock into a larger number of shares of Common Stock, (iii) combines its outstanding shares of Common Stock into
a smaller number of shares of Common Stock or (iv) issues by reclassification of shares of capital stock any additional shares of
Common Stock of the Company, then in each such case the Exercise Price shall be multiplied by a fraction, the numerator of which shall
be the number of shares of Common Stock outstanding immediately before such event and the denominator of which shall be the number of
shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall
become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution,
provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the
Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall
be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii) or
(iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination.


 


(b) Pro Rata Distributions. If the Company, at any time
while this Warrant is outstanding, distributes to all holders of Common Stock for no consideration (i) evidences of its indebtedness,
(ii) any security (other than a distribution of Common Stock covered by the preceding paragraph) or (iii) rights or warrants
to subscribe for or purchase any security, or (iv) cash or any other asset (in each case, “Distributed Property”),
then, upon any exercise of this Warrant that occurs after the record date fixed for determination of stockholders entitled to receive
such distribution, the Holder shall be entitled to receive, in addition to the Warrant Shares otherwise issuable upon such exercise (if
applicable), the Distributed Property that such Holder would have been entitled to receive in respect of such number of Warrant Shares
had the Holder been the record holder of such Warrant Shares immediately prior to such record date without regard to any limitation on
exercise contained therein.


 






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(c) Fundamental Transactions. If, at any time while this
Warrant is outstanding, including, for the sake of clarity, prior to the Exercise Date, (i) the Company effects any merger or consolidation
of the Company with or into another Person, in which the Company is not the surviving entity and in which the stockholders of the Company
immediately prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving
entity immediately after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially
all of its assets in one transaction or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether
by the Company or another Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital
stock of the Company and the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates
a stock 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 the 50% of the voting power of the capital
stock of the Company (except for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain,
in substantially the same proportions, the voting power of such Person immediately after the transaction) or (v) 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 (other than as a result of a subdivision or combination of shares of Common Stock
covered by Section 9(a) above) (in any such case, a “Fundamental Transaction”), then following such
Fundamental Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities,
cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately
prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant
without regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not
effect any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities
of another Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless
exercise” of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation
thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume
the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be
entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to
subsequent transactions analogous of a Fundamental Transaction type.


 


(d) Number of Warrant Shares. Simultaneously with any adjustment
to the Exercise Price pursuant to Section 9, the number of Warrant Shares that may be purchased upon exercise of this Warrant
shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the
increased or decreased number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such
adjustment.


 


(e) Calculations. All calculations under this Section 9
shall be made to the nearest one-tenth of one cent or the nearest share, as applicable.


 


(f) Notice of Adjustments. Upon the occurrence of each
adjustment pursuant to this Section 9, the Company at its expense will, at the written request of the Holder, promptly compute
such adjustment, in good faith, in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment,
including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise
of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which
such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and to
the Company’s transfer agent.


 


(g) Notice of Corporate Events. If, while this Warrant
is outstanding, the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of
its Common Stock, including, without limitation, any granting of rights or warrants to subscribe for or purchase any capital stock of
the Company or any subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval
for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company,
then, except if such notice and the contents thereof shall be deemed to constitute material non-public information, the Company shall
deliver to the Holder a notice of such transaction at least ten (10) days prior to the applicable record or effective date on which
a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction; provided, however,
that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described
in such notice. In addition, if while this Warrant is outstanding, the Company authorizes or approves, enters into any agreement contemplating
or solicits stockholder approval for any Fundamental Transaction contemplated by Section 9(c), other than a Fundamental Transaction
under clause (iii) of Section 9(c), the Company shall deliver to the Holder a notice of such Fundamental Transaction
at least thirty (30) days prior to the date such Fundamental Transaction is consummated. Holder agrees to maintain any information disclosed
pursuant to this Section 9(g) in confidence until such information is publicly available, and shall comply with applicable
law with respect to trading in the Company’s securities following receipt any such information.


 






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10. Payment of Exercise Price. Notwithstanding anything contained
herein to the contrary, the Holder may, in its sole discretion, satisfy its obligation to pay the Exercise Price through a “cashless
exercise”, in which event the Company shall issue to the Holder the number of Warrant Shares in an exchange of securities effected
pursuant to Section 3(a)(9) of the Securities Act, as determined as follows:


 


X = Y [(A-B)/A]


 


where:


 


“X” equals the number of Warrant Shares to be issued to
the Holder;


 


“Y” equals the total number of Warrant Shares with respect
to which this Warrant is then being exercised;


 


“A” equals the Closing Sale Prices of the shares of Common
Stock (as reported by Bloomberg Financial Markets) as of the Trading Day on the date immediately preceding the Exercise Date; and


 


“B” equals the Exercise Price then in effect for the applicable
Warrant Shares at the time of such exercise.


 


For purposes of Rule 144 promulgated under the Securities Act,
it is intended, understood and acknowledged that the Warrant Shares issued in a “cashless exercise” transaction shall be deemed
to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this
Warrant was originally issued (provided that the Commission continues to take the position that such treatment is proper at the time of
such exercise). In the event that the Registration Statement or another registration statement registering the issuance of Warrant Shares
is, for any reason, not effective at the time of exercise of this Warrant, then the Warrant may only be exercised through a cashless exercise,
as set forth in this Section 10. Except as set forth in Section 5(b) (Buy-In remedy) and Section 14
(payment of cash in lieu of fractional shares), in no event will the exercise of this Warrant be settled in cash.


 


11. Limitations on Exercise.


 


(a) Notwithstanding anything to the contrary herein, unless and
until the Stockholder Approval is obtained, the Company shall not effect any exercise of this Warrant, and the holder shall not be entitled
to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect or immediately
prior to such exercise, would cause (i) the aggregate number of shares of Common Stock beneficially owned by the Holder, its Affiliates
and any Persons who are members of a Section 13(d) group with such Holder or its Affiliates to exceed [4.99%/9.99%/19.99%] (the
 “Maximum Percentage”) of the total number of issued and outstanding shares of Common Stock of the Company following such exercise,
or (ii) the combined voting power of the securities of the Company beneficially owned by the Holder and its Affiliates and any other
Persons who are members of a Section 13(d) group with such Holder or its Affiliates to exceed the Maximum Percentage of the
combined voting power of all of the securities of the Company then outstanding following such exercise. For purposes of this paragraph,
beneficial ownership and whether a holder is a member of a Section 13(d) group shall be calculated and determined in accordance
with Section 13(d) of the Exchange Act and the rules promulgated thereunder. For purposes of this Warrant, in determining
the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected
in (x) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be,
filed with the Commission prior to the date hereof, (y) a more recent public announcement by the Company or (z) any other notice
by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder,
the Company shall within three (3) Trading Days confirm in writing or by electronic mail to the Holder the number of shares of Common
Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion
or exercise of securities of the Company, including this Warrant, by the Holder since the date as of which such number of outstanding
shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum
Percentage to any other percentage specified not in excess of 19.99% specified in such notice; provided that any such increase will not
be effective until the sixty-first (61st) day after such notice is delivered to the Company. For purposes of this Section 11(a),
the aggregate number of shares of Common Stock or voting securities beneficially owned by the Holder and its Affiliates and any other
Persons who are members of a Section 13(d) group with such Holder or its Affiliates shall include the shares of Common Stock
issuable upon: (x) the exercise of this Warrant with respect to which such determination is being made plus the remaining unexercised
and non-cancelled portion of this Warrant but taking into account the limitations on exercise contained herein, but shall exclude the
number of shares of Common Stock which would otherwise be issuable upon exercise of the remaining unexercised and non-cancelled portion
of this Warrant but for the limitations on exercise contained herein; and (y) the exercise or conversion of the unexercised, non-converted
or non-cancelled portion of any other securities of the Company beneficially owned by the Holder or any of its Affiliates and other Persons
who are members of a Section 13(d) group with such Holder or its Affiliates that do not have voting power (including without
limitation any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including without
limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or
exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), but shall exclude any such securities subject to
any further limitation on conversion or exercise analogous to the limitation contained herein.


 






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(b) This Section 11 shall not restrict the number
of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration
that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9(c) of this Warrant.


 


12. Stockholder Approval.


 


(a) As soon as practicable following the date hereof, the Company
shall hold an annual or special meeting of stockholders (the “Stockholder Meeting”) for the purpose of obtaining Stockholder
Approval. The Company shall use its best efforts to hold the Stockholder Meeting no later than June 30, 2022 (the “Stockholder
Approval Deadline”). The Company shall use its best efforts to obtain the Stockholder Approval and shall cause the Board of
Directors of the Company to recommend to the stockholders that they approve such matter. If, despite the Company’s best efforts,
Stockholder Approval is not effected on or prior to the Stockholder Approval Deadline, the Company shall cause an additional stockholder
meeting to be held every three (3) months thereafter until such Stockholder Approval is obtained and the Charter Amendment is filed
(each, a “Subsequent Stockholder Approval Deadline”). Once Stockholder Approval is obtained, the Company shall immediately
file a charter amendment with the Secretary of State of the State of Nevada evidencing such Stockholder Approval.


 


(b) If the Company fails to obtain Stockholder Approval and file
the Charter Amendment by the Stockholder Approval Deadline, the Company shall pay the Holder an amount in cash, as partial liquidated
damages equal to the product of 2.0% multiplied by the aggregate purchase price paid by such Holder for the Warrant (the “Damages”)
within seven (7) calendar days of the missed Stockholder Approval Deadline. The Company shall pay the Holder Damages for each failure
to obtain Stockholder Approval and file the Charter Amendment by any Subsequent Stockholder Approval Deadline within seven (7) calendar
days of such Subsequent Stockholder Approval Deadline.


 


13. Warrant Share Restrictions. The Holder acknowledges that
the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state
and federal securities laws and such Warrant Shares will be imprinted with the following legend:


 


THIS SECURITY 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. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A
BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR”
AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 






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14. No Fractional Shares. No fractional Warrant Shares will
be issued in connection with any exercise of this Warrant. In lieu of any fractional shares that would otherwise be issuable, the number
of Warrant Shares to be issued shall be rounded down to the next whole number and the Company shall pay the Holder in cash the fair market
value (based on the Closing Sale Price) for any such fractional shares.


 


15. Notices. Any and all notices or other communications or
deliveries hereunder (including, without limitation, any Exercise Notice) shall be in writing and shall be deemed given and effective
on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or confirmed e-mail at
the facsimile number or e-mail address specified in the books and records of the Transfer Agent prior to 5:30 P.M., New York City time,
on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile
or confirmed e-mail at the facsimile number or e-mail address specified in the books and records of the Transfer Agent on a day that is
not a Trading Day or later than 5:30 P.M., New York City time, on any Trading Day, (iii) the Trading Day following the date of mailing,
if sent by nationally recognized overnight courier service specifying next business day delivery, or (iv) upon actual receipt by
the Person to whom such notice is required to be given, if by hand delivery.


 


16. Warrant Agent. The Company shall initially serve as warrant
agent under this Warrant. Upon thirty (30) days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation
into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company
or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all
of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any further act.
Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage
prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.


 


17. Miscellaneous.


 


(a) No Rights as a Stockholder. 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,
amalgamation, 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 such Person is then entitled to receive upon the due exercise of this Warrant. In addition,
nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise
of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors
of the Company.


 


(b) Authorized Shares. (i) Except and to the extent
as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate
or 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 the taking of all such actions as may be necessary or appropriate
to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the
Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately
prior to such increase in par value, (b) 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 Warrant Shares upon the exercise of this Warrant, and (c) use commercially reasonable
efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be
necessary to enable the Company to perform its obligations under this Warrant.


 


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


 






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(c) Successors and Assigns. Subject to compliance with
applicable securities laws, this Warrant may be assigned by the Holder. This Warrant may not be assigned by the Company without the written
consent of the Holder, except to a successor in the event of a Fundamental Transaction. This Warrant shall be binding on and inure to
the benefit of the Company and the Holder and their respective successors and assigns. Subject to the preceding sentence, nothing in this
Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of
action under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder, or their successors and assigns.


 


(d) Amendment and Waiver. Except as otherwise provided
herein, the provisions of the Warrants may be amended and the Company may take any action herein prohibited, or omit to perform any act
herein required to be performed by it, only if the Company has obtained the written consent of the Holder.


 


(e) Acceptance. Receipt of this Warrant by the Holder shall
constitute acceptance of and agreement to all of the terms and conditions contained herein.


 


(f) Governing Law; Jurisdiction. ALL QUESTIONS CONCERNING
THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH OF THE COMPANY AND THE HOLDER
HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN,
FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN
(INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT
IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT. EACH OF THE COMPANY
AND THE HOLDER HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR
PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PERSON
AT THE ADDRESS IN EFFECT FOR NOTICES TO IT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE
THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH
OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.


 


(g) Headings. The headings herein are for convenience only,
do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.


 


(h) Severability. In case any one or more of the provisions
of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions
of this Warrant shall not in any way be affected or impaired thereby, and the Company and the Holder will attempt in good faith to agree
upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate
such substitute provision in this Warrant.


 


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


 


	 	REZOLUTE, INC.
	 	 
	 	By:	 
	 	Name:	Nevan Elam
	 	Title:	Chief Executive Officer


 






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SCHEDULE 1


 


FORM OF EXERCISE NOTICE


 


[To be executed by the Holder to purchase shares
of Common Stock under the Warrant]


 


Ladies and Gentlemen:


 


(1) The undersigned is the Holder of Warrant No. __ (the
 “Warrant”) issued by Rezolute, Inc., a Nevada corporation (the “Company”). Capitalized terms
used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.


 


(2) The undersigned hereby exercises its right to purchase Warrant
Shares pursuant to the Warrant.


 


(3) The Holder intends that payment of the Exercise Price shall
be made as (check one):


 


	 	 ̈	Cash Exercise 


 


	 	 ̈	“Cashless Exercise” under Section 10 of the Warrant 


 


(4) If the Holder has elected a Cash Exercise, the Holder shall
pay the sum of $ in immediately available funds to the Company in accordance with the terms of the Warrant.


 


(5) Pursuant to this Exercise Notice, the Company shall deliver
to the Holder Warrant Shares determined in accordance with the terms of the Warrant.


 


(6) By its delivery of this Exercise Notice, the undersigned represents
and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the
number of shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended) permitted to be owned under Section 11(a) of the Warrant to which this notice relates.


 


	Dated:	 	 
	 	 
	Name of Holder:	 	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 


(Signature must conform in all respects to name of Holder as specified
on the face of the Warrant)


 






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