Warrant Sample Contracts

MTech Acquisition Corp – Units Consisting of One Share of Class a Common Stock, and One Warrant Each Warrant to Purchase One Share of Class a Common Stock (January 22nd, 2018)

Each Unit ("Unit") consists of one (1) share of Class A common stock, par value $0.0001 per share ("Common Stock"), of MTech Acquisition Corp., a Delaware corporation (the "Company"), and one warrant (the "Warrant(s)"). Each Warrant entitles the holder to purchase one (1) share of Common Stock for $11.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) 30 days after the Company's completion of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination ("Business Combination") and (ii) twelve (12) months from the closing of the Company's initial public offering ("IPO"), and will expire unless exercised before 5:00 p.m., New York City Time, on the fifth anniversary of the completion of an initial Business Combination, or earlier upon redemption (the "Expiration Date"). The Common Stock and Warrants comprising the Units represented by this certificate are not transferable se

MTech Acquisition Corp – Warrant (January 22nd, 2018)

is the registered holder of a warrant or warrants (the "Warrant(s)") to purchase one fully paid and non-assessable share of Class A Common Stock, par value $0.0001 per share ("Shares"), MTech Acquisition Corp., a Delaware corporation (the "Company"), expiring at 5:00 p.m., New York City time, on the five year anniversary (the "Expiration Date") of the completion by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a "Business Combination"). The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) 30 days after the Company's completion of a Business Combination and (ii) , 2019, such number of Shares of the Company at the price of $11.50 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Tra

Class a Warrant to Purchase Shares of Common Stock Of (January 19th, 2018)

This Class A Warrant (the "Warrant") is issued by Genocea Biosciences, Inc., a Delaware corporation (the "Company"), to [________], or its registered assigns (including any successors or assigns, the "Holder"), and is subject to the terms and conditions set forth below. The Warrant is being issued pursuant to a Warrant Agreement between the Company and Computershare Inc., a Delaware corporation ("Computershare") and its fully owned subsidiary Computershare Trust Company, N.A., a national banking association (collectively with Computershare, the "Warrant Agent").

Loop Industries, Inc. – Warrant (January 18th, 2018)

THIS CERTIFIES that, for value received, __________________ or its assigns (in either case, the "Holder") is entitled to purchase, subject to the provisions of this Warrant, from Loop Industries, Inc., a Nevada corporation (the "Company"), at the price per share set forth in Section 8 hereof, that number of shares of the Company's common stock (the "Common Stock") set forth in Section 7 hereof. This Warrant is referred to herein as the "Warrant" and the shares of Common Stock issuable pursuant to the terms hereof are sometimes referred to herein as "Warrant Shares."

Amended Warrant (January 18th, 2018)

WHEREAS, Live Ventures Incorporated, a Nevada corporation formerly known as LiveDeal, Inc. (the "Company"), has granted certain common stock purchase Warrants (each, a "Warrant") to Isaac Capital Group LLC, a Delaware limited liability company (the "Holder"), pursuant to one or more written agreements therefor (each, a "Warrant Agreement"), each Warrant exercisable for the purchase of shares of the Company's Common Stock, par value $0.001 per share (the "Common Stock");

Qumu Corporation Warrant (January 16th, 2018)

QUMU CORPORATION, a Minnesota corporation (the "Company"), hereby certifies that, for value received, ESW Holdings, Inc. or its registered assigns (the "Holder"), is entitled to purchase from the Company up to a total of 925,000 (subject to adjustment as provided herein) fully paid and non-assessable shares of common stock, $0.01 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 equal to $1.96 per share (as adjusted from time to time as provided in Section 9, the "Exercise Price"), at any time and from time to time from and after the date hereof (the "Issuance Date") and through and including January 12, 2028 (the "Expiration Date"), and subject to the following terms and conditions. This Warrant (this "Warrant") is being issued pursuant to Section 12.1.20 of that certain Term Loan Credit Agreement, dated as of January 12, 2018 (the "Credit Agreement"), by and among the Company,

Akoustis Technologies, Inc. – Warrant (January 16th, 2018)

NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Iron Horse Acquisition Corp. – Units Consisting of One Class a Ordinary Share and One-Third of One Redeemable Warrant Each Whole Redeemable Warrant to Purchase One Class a Ordinary Share (January 12th, 2018)

Each Unit (Unit) consists of one (1) Class A ordinary share, par value $0.0001 per share (Class A ordinary share(s)), of Iron Horse Acquisition Corp., a Cayman Islands exempted company (the Company), and one-third of one redeemable warrant (the Warrant(s)). Each whole Warrant entitles the holder to purchase one (1) Class A ordinary share for $11.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) 30 days after the Companys completion of a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination (Business Combination) and (ii) 12 months from the closing of the Companys initial public offering (IPO), and will expire unless exercised before 5:00 p.m., New York City Time, on the fifth anniversary of the completion of an initial Business Combination, or earlier upon redemption or the Companys liquidation (the Expiration Date). The Class A ordinary shares and Warrants comprising the Units repres

Crescent Funding Inc. – Crescent Funding Inc. Units Consisting of One Share of Class a Common Stock and One Redeemable Warrant to Purchase One-Half of One Share of Class a Common Stock (January 12th, 2018)

Each Unit (Unit) consists of one (1) share of Class A common stock, par value $0.0001 per share (Class A Common Stock), of Crescent Funding Inc., a Delaware corporation (the Company), and one (1) redeemable warrant (the Warrant). Each Warrant entitles the holder to purchase one-half (1/2) of one share (subject to adjustment) of Class A Common Stock of the Company for $11.50 per share (subject to adjustment). Warrants may be exercised only for a whole number of shares of Class A Common Stock. Each Warrant will become exercisable on the later of (i) thirty (30) days after the Companys completion of an initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each a Business Combination), or (ii) twelve (12) months from the closing of the Companys initial public offering, and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date

Loop Industries, Inc. – Warrant (January 12th, 2018)

THIS CERTIFIES that, for value received, [________________], or [his/her/their/its] assigns (in either case, the "Holder") is entitled to purchase, subject to the provisions of this Warrant, from Loop Industries, Inc., a Nevada corporation (the "Company"), at the price per share set forth in Section 8 hereof, that number of shares of the Company's common stock (the "Common Stock") set forth in Section 7 hereof. This Warrant is referred to herein as the "Warrant" and the shares of Common Stock issuable pursuant to the terms hereof are sometimes referred to herein as "Warrant Shares."

Loop Industries, Inc. – Warrant (January 12th, 2018)

THIS CERTIFIES that, for value received, [____________], or [his/her/their/its] assigns (in either case, the "Holder") is entitled to purchase, subject to the provisions of this Warrant, from Loop Industries, Inc., a Nevada corporation (the "Company"), at the price per share set forth in Section 8 hereof, that number of shares of the Company's common stock (the "Common Stock") set forth in Section 7 hereof. This Warrant is referred to herein as the "Warrant" and the shares of Common Stock issuable pursuant to the terms hereof are sometimes referred to herein as "Warrant Shares."

Scorpio Bulkers Inc. – Warrant (January 11th, 2018)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND THE WARRANT MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED.

Adomani, Inc. – Form of Placement Agent Warrant (January 8th, 2018)

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [*], 20[__] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [*], 20[__] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].

One Madison Corp – One Madison Corporation Units Consisting of One Class a Ordinary Share and One- Half of One Warrant, Each Whole Warrant Entitling the Holder to Purchase One Class a Ordinary Share (January 5th, 2018)

This certificate shall be governed by and construed in accordance with the internal laws of the State of New York. Witness the facsimile signature of its duly authorized officers.

Platinum Eagle Acquisition Corp. – Platinum Eagle Acquisition Corp. Units Consisting of One Class a Ordinary Share and One-Third of One Warrant, Each Whole Warrant Entitling the Holder to Purchase One Class a Ordinary Share (January 5th, 2018)

THIS CERTIFIES THAT is the owner of Units of Platinum Eagle Acquisition Corp., a Cayman Islands exempted company (the "Company"), transferrable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.

Easterly Acquisition Corp. – Warrant (January 4th, 2018)

EASTERLY ACQUISITION CORP., a Delaware corporation (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, FORTRESS CREDIT CORP., the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, 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 or times on or after the date hereof, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), Eight Hundred Eighty-Eight Thousand (888,000) fully paid nonassessable shares of Common Stock (as defined below) (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 13.

Adomani, Inc. – Units Each Consisting of One Share of Common Stock and One Warrant to Purchase 1.5 Shares of Common Stock (January 4th, 2018)

This Unit Certificate shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to conflicts of laws principles thereof.

Radisys Corp. Warrant (January 4th, 2018)

RADISYS CORP, an Oregon corporation (the "Company"), hereby certifies that, for value received, __________ or its registered assigns (the "Holder"), is entitled to purchase from the Company up to a total of __________ (subject to adjustment as provided herein) fully paid and non-assessable shares of common stock, no 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 equal to $1.00 per share (as adjusted from time to time as provided in Section 9, the "Exercise Price"), at any time and from time to time from and after the date hereof (the "Issuance Date") and through and including January 3, 2025 (the "Expiration Date"), and subject to the following terms and conditions. This Warrant (this "Warrant") is being issued pursuant to Section 3.7 of that certain Note Purchase Agreement, dated as of January 3, 2018 (the "Note Purchase Agreement"), by and among the Company, as borrower, the

Easterly Acquisition Corp. – Warrant (January 4th, 2018)

EASTERLY ACQUISITION CORP., a Delaware corporation (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, FORTRESS CREDIT CORP., the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, 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 or times on or after the date hereof, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), Eight Hundred Eighty-Eight Thousand (888,000) fully paid nonassessable shares of Common Stock (as defined below) (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 13.

MassRoots, Inc. – Warrant (December 29th, 2017)

MassRoots, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), hereby certifies that, for value received from ____________, a ________________ resident (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of ________ shares of the common stock , $0.001 par value per share (the "Common Stock"), of the Company (the "Warrant Shares"), at an exercise price equal to fourty cents ($0.40) per share (the "Exercise Price"). This Warrant may be exercised any time after issuance through and including the fifth (5th) anniversary of its original issuance as noted above (the "Expiration Date"), subject to the following terms and conditions:

CB Pharma Acquisition Corp. – Warrant (December 29th, 2017)

THIS WARRANT (AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT) IS SUBJECT TO A [STOCKHOLDERS AGREEMENT], DATED AS OF THE DATE HEREOF, BY AND AMONG HIGHTIMES HOLDING CORPORATION (THE "COMPANY"), CERTAIN STOCKHOLDERS OF THE COMPANY, AND THE ORIGINAL HOLDER HEREOF (AS AMENDED FROM TIME TO TIME, THE "STOCKHOLDERS AGREEMENT"). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS WARRANT MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT. A COPY OF THE STOCKHOLDERS AGREEMENT SHALL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON REQUEST.

Cellect Biomed Ltd. – Placement Agent Warrant to Purchase Ordinary Shares Represented by American Depositary Shares Cellect Biotechnology Ltd. (December 28th, 2017)

THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (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 September 11, 2017 (the "Initial Exercise Date") and on or prior to the close of business on the one-year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Cellect Biotechnology Ltd., an Israeli limited company (the "Company"), up to ______ Ordinary Shares (the "Warrant Shares") represented by ________ American Depositary Shares ("ADSs"), as subject to adjustment hereunder (the "Warrant ADSs"). The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, dated September 6, 2017, between the Comp

Jin Jie – Blue Sphere Corporation Warrant (December 28th, 2017)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT'), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY ONLY BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR SUCH SECURITIES UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE LAW WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC").

Adomani, Inc. – Form of Placement Agent Warrant (December 22nd, 2017)

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (AS DEFINED BELOW) OF THE REGISTRATION STATEMENT: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF BOUSTEAD Securities, LLC, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(G)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(G)(2).

Golden Bull Ltd – Representative's Warrant Golden Bull Limited (December 22nd, 2017)

THIS REPRESENTATIVE'S WARRANT (the "Warrant") certifies that, for value received, ViewTrade Securities, Inc. 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 that is 180 days from the effective date of the Registration Statement (the Initial Exercise Date) and on or prior to the close of business on the three (3) year six (6) month anniversary of the effective date of the Registration Statement (the Termination Date) but not thereafter, to subscribe for and purchase from Golden Bull Limited, a Cayman Islands company (the Company), up to [*] Ordinary Shares (as subject to adjustment hereunder, the "Warrant Shares"). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Gordon Pointe Acqusition Corp. – Gordon Pointe Acquisition Corp. Units Consisting of One Share of Class a Common Stock and One-Third of One Warrant to Purchase One Share of Class a Common Stock (December 22nd, 2017)

Each Unit ("Unit") consists of one (1) share of Class A common stock, par value $0.0001 per share ("Common Stock"), of Gordon Pointe Acquisition Corp., a Delaware corporation (the "Company"), and one (1) warrant (each, a "Warrant"). Each Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common Stock for $11.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) thirty (30) days after the Company's completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each a "Business Combination"), or (ii) twelve (12) months from the closing of the Company's initial public offering, and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation (the "Expiration

Nebula Acquisition Corp – Nebula Acquisition Corporation Units Consisting of One Share of Class a Common Stock and One-Third of One Warrant to Purchase One Share of Class a Common Stock (December 18th, 2017)

Each Unit ("Unit") consists of one (1) share of Class A common stock, par value $0.0001 per share ("Common Stock"), of Nebula Acquisition Corporation, a Delaware corporation (the "Company"), and one-third (1/3) of one warrant (each whole warrant, a "Warrant"). Each whole Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common Stock for $11.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) thirty (30) days after the Company's completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each a "Business Combination"), or (ii) twelve (12) months from the closing of the Company's initial public offering, and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon redempt

MassRoots, Inc. – Warrant (December 14th, 2017)

MassRoots, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), hereby certifies that, for value received from ________________, a ____________ resident (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of _____________ shares of the common stock , $0.001 par value per share (the "Common Stock"), of the Company (the "Warrant Shares"), at an exercise price equal to twenty cents ($0.20) per share (the "Exercise Price"). This Warrant may be exercised any time after issuance through and including the fifth (5th) anniversary of its original issuance as noted above (the "Expiration Date"), subject to the following terms and conditions:

EnzymeBioSystems – Class D Warrant (December 14th, 2017)

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE DISTRIBUTED FOR VALUE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR LAWS COVERING SUCH SECURITY OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THIS SECURITY (CONCURRED TO BY COUNSEL FOR THE COMPANY) STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT, PLEDGE OR DISTRIBUTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND ALL APPLICABLE STATE SECURITIES LAWS.

EnzymeBioSystems – Class C Warrant (December 14th, 2017)

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

Hancock Jaffe Laboratories, Inc. – Hancock Jaffe Laboratories, Inc. Warrant to Purchase _____ Shares (Subject to Adjustment) (December 14th, 2017)

This warrant (this "Warrant") certifies that, for value received , ______or his registered and permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, at any time from and after the date set forth above (the "Original Issuance Date") and before 5:00 p.m., Eastern Time, on May 5, 2023 (the date that is the seven (7) year anniversary of the Issue Date) (the "Expiration Date"), to purchase from Hancock Jaffe Laboratories, Inc., a Delaware corporation (the "Company"), _______shares (subject to adjustment as described herein), of common stock of the Company, par value $0.00001 per share (the "Common Stock"), upon surrender hereof, at the principal office of the Company referred to below, with a duly executed exercise notice (the "Exercise Notice") in the form attached hereto as Exhibit A and simultaneous payment therefor in lawful, immediately available money of the United States, or as otherwise provided herein, at an initial exercise price per share of six dol

Hancock Jaffe Laboratories, Inc. – Hancock Jaffe Laboratories, Inc. Warrant to Purchase _____ Shares (Subject to Adjustment) of Series a Preferred Stock (December 14th, 2017)

This warrant (this "Warrant") certifies that, for value received, _______ or its registered and permitted assigns (collectively, the "Holder"), is entitled, subject to the terms set forth below, at any time from and after the date set forth above (the "Original Issuance Date") and before 5:00 p.m., Eastern Time, on May 31,2021 (the date that is the five (5) year anniversary of the Issue Date) (the "Expiration Date"), to purchase from Hancock Jaffe Laboratories, Inc., a Delaware corporation (the "Company"), _____ shares (subject to adjustment as described herein), of Series A Preferred Stock of the Company, par value $0.00001 per share (the "Preferred Stock"), upon surrender hereof, at the principal office of the Company referred to below, with a duly executed exercise notice (the "Exercise Notice") in the form attached hereto as Exhibit A and simultaneous payment therefor in lawful, immediately available money of the United States, or as otherwise provided herein, at an initial exercis

Hancock Jaffe Laboratories, Inc. – Hancock Jaffe Laboratories, Inc. Warrant to Purchase ____ Shares (Subject to Adjustment) of Common Stock (December 14th, 2017)

This warrant (this "Warrant") certifies that, for value received, _________ or its registered and permitted assigns (collectively, the "Holder"), is entitled, subject to the terms set forth below, at any time from and after the date set forth above (the "Original Issuance Date") and before 5:00 p.m., Eastern Time, on May 31,2021 (the date that is the five (5) year anniversary of the Issue Date) (the "Expiration Date"), to purchase from Hancock Jaffe Laboratories, Inc., a Delaware corporation (the "Company"), _______ shares (subject to adjustment as described herein), of Common Stock of the Company, par value $0.00001 per share (the "Common Stock"), upon surrender hereof, at the principal office of the Company referred to below, with a duly executed exercise notice (the "Exercise Notice") in the form attached hereto as Exhibit A and simultaneous payment therefor in lawful, immediately available money of the United States, or as otherwise provided herein, at an initial exercise price per

EnzymeBioSystems – Class a Warrant (December 14th, 2017)

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

Excel Global – Warrant (December 14th, 2017)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO PERSHING GOLD CORPORATION (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT, (D) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND, IN THE CASE OF (C) OR (E), ONLY IF THE HOLDER HAS PRIOR TO SUCH TRANSFER FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN C