0001493152-21-031904 Sample Contracts

44,700,000 Shares of Common Stock and Warrants to Purchase 44,700,000 Shares of Common Stock Abeona Therapeutics Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • December 17th, 2021 • Abeona Therapeutics Inc. • Pharmaceutical preparations • New York
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COMMON STOCK PURCHASE WARRANT Abeona Therapeutics Inc.
Common Stock Purchase Warrant • December 17th, 2021 • Abeona Therapeutics Inc. • Pharmaceutical preparations • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 21, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Abeona Therapeutics Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Hold

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