Common Stock Purchase Warrant Sample Contracts

Amyris – Common Stock Purchase Warrant Amyris, Inc. (August 20th, 2018)

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, Vivo Capital Surplus Fund VIII, L.P. 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 open of business on the six month anniversary of the date hereof (the "Initial Exercise Date") and on or prior to the close of business on the fifteen month anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Amyris, Inc., a Delaware corporation (the "Company"), up to six hundred and nineteen thousand seven hundred and forty nine (619,749) 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).

Pain Therapeutics, Inc – COMMON STOCK PURCHASE WARRANT Pain Therapeutics, Inc. (August 20th, 2018)

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 ______________ (the "Termination Date") but not thereafter, to subscribe for and purchase from Pain Therapeutics, Inc., a Delaware corporation (the "Company"), up to ______ shares (as subject to adjustment hereunder, the "Warrant Shares") of the Company's common stock (the "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).

Amyris – Common Stock Purchase Warrant Amyris, Inc. (August 20th, 2018)

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, Vivo Capital Fund VIII, L.P. 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 open of business on the six month anniversary of the date hereof (the "Initial Exercise Date") and on or prior to the close of business on the fifteen month anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Amyris, Inc., a Delaware corporation (the "Company"), up to four million four hundred and eighty eight thousand seventy two (4,488,072) 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).

Amyris – Common Stock Purchase Warrant Amyris, Inc. (August 20th, 2018)

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, Foris Ventures, LLC 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 open of business on the six month anniversary of the date hereof (the "Initial Exercise Date") and on or prior to the close of business on the fifteen month anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Amyris, Inc., a Delaware corporation (the "Company"), up to four million eight hundred and seventy seven thousand three hundred and eighty six (4,877,386) 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).

Jin Jie – Common Stock Purchase Warrant Blue Sphere Corporation (August 20th, 2018)

This COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received (in connection with the issuance of the $114,000.00 convertible promissory note to the Holder (as defined below) of even date) (the "Note"), Auctus Fund, LLC, a Delaware limited liability company (including any permitted and registered 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 of issuance hereof, to purchase from Blue Sphere Corporation, a Nevada corporation (the" Company"), up to 40,715 shares of Common Stock (as defined below) (the "Warrant Shares") (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated May 22, 2018, by and among the Company and the

Pain Therapeutics, Inc – PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Pain Therapeutics, Inc. (August 20th, 2018)

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 ______________ (the "Termination Date") but not thereafter, to subscribe for and purchase from Pain Therapeutics, Inc., a Delaware corporation (the "Company"), up to ______ shares (as subject to adjustment hereunder, the "Warrant Shares") of the Company's common stock (the "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 is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of August 15, 2018.

Pacific Entertainment – COMMON STOCK PURCHASE WARRANT GENIUS BRANDS INTERNATIONAL, Inc. (August 17th, 2018)

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 [*][1] (the "Initial Exercise Date") and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Genius Brands International, Inc., a Nevada 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).

BioSig Technologies, Inc. – Series B Common Stock Purchase Warrant Biosig Technologies, Inc. (August 16th, 2018)

THIS SERIES B 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 the close of business on [*]1 (the "Termination Date") but not thereafter, to subscribe for and purchase from BioSig Technologies, 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).

BioSig Technologies, Inc. – Series a Common Stock Purchase Warrant Biosig Technologies, Inc. (August 16th, 2018)

THIS SERIES A 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 the close of business on [*]1 (the "Termination Date") but not thereafter, to subscribe for and purchase from BioSig Technologies, 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).

MyDx, Inc. – COMMON STOCK PURCHASE WARRANT A-2 VOID AFTER 5:00 P.M., EASTERN TIME ON March 1, 2022 for the Purchase of Seven and One-Half Percent (7.5%) of the Issued and Outstanding Shares of Common Stock, $0.001 Value of MyDx, Inc. A Nevada Corporation (August 14th, 2018)

THIS CERTIFIES THAT, for value received, BCI Venture Partners, LLC Investment Series A-2 (the "Holder"), as registered owner of this Common Stock Purchase Warrant ("Warrant"), is entitled to, at any time at or before the Expiration Date (as defined below), but not thereafter, to subscribe for, purchase and receive seven and one half percent (7.5%) of the common shares issued and outstanding at the time of exercise, of the fully paid and non-assessable shares of common stock (the "Common Stock"), of MyDx, Inc., a Nevada corporation (the "Company"), at $.001 per share (the "Exercise Price"), upon presentation and surrender of this Warrant and upon payment by cashier's check, wire transfer or credit of the Exercise Price for such Common Stock to the Company at the principal office of the Company; provided, however, that upon the occurrence of any of the events specified in the Statement of Rights of Warrant Holder, a copy of which is attached as Annex 1 hereto, and by this reference made

MyDx, Inc. – COMMON STOCK PURCHASE WARRANT A-1 VOID AFTER 5:00 P.M., EASTERN TIME ON January 15, 2019 for the Purchase of Seven and One-Half Percent (7.5%) of the Issued and Outstanding Shares of Common Stock, $0.001 Value of MyDx, Inc. A Nevada Corporation (August 14th, 2018)

THIS CERTIFIES THAT, for value received, BCI Venture Partners, LLC Investment Series A-1 (the "Holder"), as registered owner of this Common Stock Purchase Warrant ("Warrant"), is entitled to, at any time at or before the Expiration Date (as defined below), but not thereafter, to subscribe for, purchase and receive seven and one half percent (7.5%) of the common shares issued and outstanding at the time of exercise, of the fully paid and non assessable shares of common stock (the "Common Stock"), of MyDx, Inc., a Nevada corporation (the "Company"), at $.001 per share (the "Exercise Price"), upon presentation and surrender of this Warrant and upon payment by cashier's check, wire transfer or credit of the Exercise Price for such Common Stock to the Company at the principal office of the Company; provided, however, that upon the occurrence of any of the events specified in the Statement of Rights of Warrant Holder, a copy of which is attached as Annex 1 hereto, and by this reference made

MyDx, Inc. – COMMON STOCK PURCHASE WARRANT A-4 VOID AFTER 5:00 P.M., EASTERN TIME ON August 1, 2022 for the Purchase of Seven and One-Half Percent (7.5%) of the Issued and Outstanding Shares of Common Stock, $0.001 Value of MyDx, Inc. A Nevada Corporation (August 14th, 2018)

THIS CERTIFIES THAT, for value received, Torque Research and Development, Inc. (the "Holder"), as registered owner of this Common Stock Purchase Warrant ("Warrant"), is entitled to, at any time at or before the Expiration Date (as defined below), but not thereafter, to subscribe for, purchase and receive seven and one half percent (7.5%) of the common shares issued and outstanding at the time of exercise, of the fully paid and non-assessable shares of common stock (the "Common Stock"), of MyDx, Inc., a Nevada corporation (the "Company"), at $.001 per share (the "Exercise Price"), upon presentation and surrender of this Warrant and upon payment by cashier's check, wire transfer or credit of the Exercise Price for such Common Stock to the Company at the principal office of the Company; provided, however, that upon the occurrence of any of the events specified in the Statement of Rights of Warrant Holder, a copy of which is attached as Annex 1 hereto, and by this reference made a part her

MyDx, Inc. – COMMON STOCK PURCHASE WARRANT A-3 VOID AFTER 5:00 P.M., EASTERN TIME ON January 15, 2022 for the Purchase of Seven and One-Half Percent (7.5%) of the Issued and Outstanding Shares of Common Stock, $0.001 Value of MyDx, Inc. A Nevada Corporation (August 14th, 2018)

THIS CERTIFIES THAT, for value received, BCI Venture Partners, LLC Investment Series A-3 (the "Holder"), as registered owner of this Common Stock Purchase Warrant ("Warrant"), is entitled to, at any time at or before the Expiration Date (as defined below), but not thereafter, to subscribe for, purchase and receive seven and one half percent (7.5%) of the common shares issued and outstanding at the time of exercise, of the fully paid and non-assessable shares of common stock (the "Common Stock"), of MyDx, Inc., a Nevada corporation (the "Company"), at $.001 per share (the "Exercise Price"), upon presentation and surrender of this Warrant and upon payment by cashier's check, wire transfer or credit of the Exercise Price for such Common Stock to the Company at the principal office of the Company; provided, however, that upon the occurrence of any of the events specified in the Statement of Rights of Warrant Holder, a copy of which is attached as Annex 1 hereto, and by this reference made

Victory Energy Corp – Common Stock Purchase Warrant (August 14th, 2018)

This Warrant is being issued pursuant to that certain Settlement Agreement and Mutual Release, dated April 10, 2018 (the "Settlement Agreement"), by and among the Company and the Initial Holder.

Citius Pharmaceuticals, Inc. – PRE-FUNDED COMMON STOCK PURCHASE WARRANT Citius Pharmaceuticals, Inc. (August 13th, 2018)

THIS PRE-FUNDED 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 UNTIL THIS Warrant is exercised in full (the "Termination Date"), to subscribe for and purchase from Citius Pharmaceuticals, Inc., a Nevada 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 is issued pursuant to the Registration Statement which Registration Statement also registers the Warrant Shares issuable upon exercise of this Warrant.

Citius Pharmaceuticals, Inc. – COMMON STOCK PURCHASE WARRANT Citius Pharmaceuticals, Inc. (August 13th, 2018)

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 August 14, 2023 (the "Termination Date") but not thereafter, to subscribe for and purchase from Citius Pharmaceuticals, Inc., a Nevada 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 is issued pursuant to the Registration Statement which Registration Statement also registers the Warrant Shares issuable upon exercise of this Warrant.

Citius Pharmaceuticals, Inc. – UNDERWRITER COMMON STOCK PURCHASE WARRANT Citius Pharmaceuticals, Inc. (August 13th, 2018)

THIS UNDERWRITER 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 February 8, 2019 (the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) on August 8, 2023 (the "Termination Date") but not thereafter, to subscribe for and purchase from Citius Pharmaceuticals, Inc., a Nevada 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 is issued pursuant to the Registration Statement which Registration Statement also registers the Warrant Shares issuable upon exercise of this Warrant.

Common Stock Purchase Warrant (August 10th, 2018)

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, Novelty Capital Partners I, LLC 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 three year anniversary of the original issuance date of the this Warrant (the "Initial Exercise Date") and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Prism Technologies Group, Inc., a Delaware corporation (the "Company"), up to 2,004,663 shares (as subject to adjustment hereunder, the "Warrant Shares") of the Company's common stock ("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).

Athersys – Amendment No. 1 to Common Stock Purchase Warrant (August 9th, 2018)
CareDx, Inc. – Common Stock Purchase Warrant (August 9th, 2018)

This Warrant is issued pursuant to that certain Credit Agreement and Guaranty dated as of April 17, 2018 (the "Credit Agreement") by and among the Company, as borrower, the subsidiaries of the Company from time to time party thereto as guarantors, the lenders from time to time party thereto, and Holder, as administrative agent for the lenders.

Protagonist Therapeutics, Inc – Class a Common Stock Purchase Warrant Protagonist Therapeutics, Inc. (August 7th, 2018)

THIS CLASS A 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 August , 2018 (the Initial Exercise Date) and on or prior to the Termination Date but not thereafter, to subscribe for and purchase from Protagonist Therapeutics, Inc., a Delaware corporation (the Company), up to shares (as subject to adjustment hereunder), the Warrant Shares) of the Companys common stock, par value $0.00001 per share (the 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).

MiFi (Novatel Wireless, Inc) – Common Stock Purchase Warrant Inseego Corp. (August 7th, 2018)
MiFi (Novatel Wireless, Inc) – Common Stock Purchase Warrant Inseego Corp. (August 7th, 2018)
Torvec Inc – Common Stock Purchase Warrant (August 7th, 2018)

This Warrant is issued pursuant to that certain Securities Purchase Agreement among the Holder, certain other persons and the Company, dated as of JULY 24, 2018.

Protagonist Therapeutics, Inc – Class B Common Stock Purchase Warrant Protagonist Therapeutics, Inc. (August 7th, 2018)

THIS CLASS B 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 August , 2018 (the Initial Exercise Date) and on or prior to the Termination Date but not thereafter, to subscribe for and purchase from Protagonist Therapeutics, Inc., a Delaware corporation (the Company), up to shares (as subject to adjustment hereunder), the Warrant Shares) of the Companys common stock, par value $0.00001 per share (the 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).

COMMON STOCK PURCHASE WARRANT Avalon GloboCare Corp. (August 7th, 2018)

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, Boustead Securities, LLC, the registered holder hereof 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 ________ __, 2018, (the "Initial Exercise Date") and on or prior to the close of business on the five (5) year anniversary of the issuance of the Warrant (the "Termination Date") but not thereafter, to subscribe for and purchase from Avalon GloboCare Corp., a Delaware corporation (the "Company"), up to [ ] shares of common stock, par value $0.0001 per share (the "Common Stock") (as subject to adjustment hereunder, the "Warrant Shares"). The purchase price of one Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Citius Pharmaceuticals, Inc. – COMMON STOCK PURCHASE WARRANT Citius Pharmaceuticals, Inc. (August 6th, 2018)

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 ______________1 (the "Termination Date") but not thereafter, to subscribe for and purchase from Citius Pharmaceuticals, Inc., a Nevada 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 is issued pursuant to the Registration Statement which Registration Statement also registers the Warrant Shares issuable upon exercise of this Warrant.

Citius Pharmaceuticals, Inc. – UNDERWRITER COMMON STOCK PURCHASE WARRANT Citius Pharmaceuticals, Inc. (August 6th, 2018)

THIS UNDERWRITER 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 ______________1 (the "Termination Date") but not thereafter, to subscribe for and purchase from Citius Pharmaceuticals, Inc., a Nevada 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 is issued pursuant to the Registration Statement which Registration Statement also registers the Warrant Shares issuable upon exercise of this Warrant.

Minn Shares Inc – EVO Transportation & Energy Services, Inc., a Delaware Corporation COMMON STOCK PURCHASE WARRANT (August 6th, 2018)

This Common Stock Purchase Warrant (this "Warrant") certifies that, for value received, the Warrant Holder named above is entitled to purchase from EVO Transportation & Energy Services, Inc., a Delaware corporation (the "Company"), during the period specified in this Warrant, 1,200,000 fully paid and non-assessable shares of Common Stock ("Warrant Stock"), at the purchase price per share provided in Section 1.2 of this Warrant (the "Warrant Exercise Price"), all subject to the terms and conditions set forth in this Warrant. Capitalized terms not otherwise defined shall have the meanings set forth in Section 5 below.

Citius Pharmaceuticals, Inc. – PRE-FUNDED COMMON STOCK PURCHASE WARRANT Citius Pharmaceuticals, Inc. (August 6th, 2018)

THIS PRE-FUNDED 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 UNTIL THIS Warrant is exercised in full (the "Termination Date"), to subscribe for and purchase from Citius Pharmaceuticals, Inc., a Nevada 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 is issued pursuant to the Registration Statement which Registration Statement also registers the Warrant Shares issuable upon exercise of this Warrant.

Eastside Distilling, Inc. – Eastside Distilling, Inc. Notice of Redemption of Common Stock Purchase Warrants (August 3rd, 2018)

You are receiving this letter because the records of Eastside Distilling, Inc. (the "Company") indicate that you are the owner of the Company's outstanding common stock purchase warrants (the "Common Stock Purchase Warrants"). The Common Stock Purchase Warrants were initially issued as: (1) a component of the units sold to the public in the Company's public unit offering, which was consummated in August 2017 (the "Public Unit Offering Warrants"); and (2) the warrants sold in the note offering between March and June 2018 (the "Privately-placed Warrants"). The Common Stock Purchase Warrants have been exercisable to purchase one share of the Company's Common Stock, $0.0001 par value, for $5.40 per share, since the Public Unit Offering Warrants separated from the publicly issued units in August 2017.

Placement Agents Common Stock Purchase Warrant Reshape Lifesciences Inc. (August 2nd, 2018)

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 six (6) months anniversary of the date hereof (the Initial Exercise Date) and on or prior to 5:00 p.m. (New York City time) on August 2, 2023 (the Termination Date) but not thereafter, to subscribe for and purchase from ReShape Lifesciences Inc., a Delaware corporation (the Company), up to shares (as subject to adjustment hereunder, the Warrant Shares) of the Companys common stock (the 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 is being issued pursuant to that certain engagement letter, dated as of May 8, 2018, by and between the Company and H.C. Wainwright & Co., LLC.

Victory Energy Corp – Victory Oilfield Tech, Inc. Common Stock Purchase Warrant (August 2nd, 2018)

This Warrant is being issued pursuant to that certain Loan Agreement, dated July 31, 2018, 2018 (the "Loan Agreement"), by and between the Company and the Initial Holder.

Common Stock Purchase Warrant Reshape Lifesciences Inc. (August 2nd, 2018)

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 six (6) months anniversary of the date hereof (the Initial Exercise Date) and on or prior to 5:00 p.m. (New York City time) on (1) (the Termination Date) but not thereafter, to subscribe for and purchase from ReShape Lifesciences Inc., a Delaware corporation (the Company), up to shares (as subject to adjustment hereunder, the Warrant Shares) of the Companys common stock (the 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).

OncoCyte Corp – COMMON STOCK PURCHASE WARRANT Oncocyte Corporation (August 1st, 2018)

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 December __, 20181 (the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) on December __, 20232 (the "Termination Date") but not thereafter, to subscribe for and purchase from OncoCyte Corporation, a California 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).