Warrant Sample Contracts

Kingsoft Internet Software Holdings Ltd – Audience Network Terms These Audience Network Terms (Audience Network Terms) Are Made and Entered Into by and Between Facebook, Inc. And Facebook Ireland Limited (FB) and the Person or Entity Accepting These Audience Network Terms (Publisher). These Audience Network Terms Are Deemed Accepted and Agreed to by Publisher on the Date That Publisher Indicates Its Assent to These Audience Network Terms by Clicking Agree or Accept (The Effective Date). If You Are Accepting on Behalf of a Legal Entity, You Represent and Warrant That You Are an Authorized Representative of Such Entity With the Authorit (April 24th, 2018)
PAVmed Inc. – UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE SERIES Z WARRANT THIS CERTIFIES THAT ________________________ Is the Owner of _______________ Units. (April 20th, 2018)

Each Unit ("Unit") consists of one (1) share of common stock, par value $.001 per share ("Common Stock"), of PAVmed Inc., a Delaware corporation (the "Company"), and one (1) Series Z Warrant (the " Series Z Warrant(s)"). Each Series Z Warrant entitles the holder to purchase one share of Common Stock for $3.00 per share from the date the Series Z Warrant is issued through its expiration on April 30, 2024, or earlier upon certain redemption provisions. The Common Stock and Series Z Warrant(s) comprising the Unit(s) will not trade as a separate security for up to ninety days after the date of issuance. The terms of the Series Z Warrants are governed by a Warrant Agreement, dated as of April 2, 2018, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at

PAVmed Inc. – PAVMED INC. (Incorporated Under the Laws of the State of Delaware) SUBSCRIPTION RIGHTS CERTIFICATE Evidencing Non-Transferable Subscription Rights to Purchase Units, Each Unit Consisting of One Share of Our Common Stock and One Series Z Warrant Subscription Price: $2.25 Per Unit THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., EASTERN TIME, ON MAY [__], 2018 SUBJECT TO EXTENSION OR EARLIER TERMINATION. (April 20th, 2018)

This Subscription Rights Certificate is not valid unless countersigned by Continental Stock Transfer & Trust Company, the Subscription Agent.

SONIC FOUNDRY, INC. Warrant (April 18th, 2018)

SONIC FOUNDRY, INC., a Maryland corporation (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Andrew Burish, the registered holder hereof or his 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 exercise of this Warrant (including any Warrants issued in exchange, transfer or replacement hereof, this "Warrant"), at any time or times on or after the date hereof (the "Exercisability Date"), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below) the number of shares, subject to adjustment as provided herein, of fully paid, non-assessable shares of Common Stock (as defined below) set forth below in Section 1(b) (the "Warrant Securities"). This Warrant is being issued pursuant to that certain Subscription Agreement, dated the date hereof (the "Subscript

$ 0.15 Warrant for the Purchase of Shares of Common Stock of Verifyme, Inc. (April 17th, 2018)

THIS IS TO CERTIFY that, for value received, _________________, its successors and assigns (the "Holder"), is entitled to purchase, subject to the terms and conditions hereinafter set forth, _______ shares of VerifyMe, Inc., a Nevada corporation (the "Company") common stock, $0.001 par value per share ("Common Stock"), and to receive certificates for the Common Stock so purchased. The exercise price of this Warrant is $0.15 per share, subject to adjustment as provided below (the "Exercise Price").

Royal Energy Resources, Inc. – RHINO RESOURCE PARTNERS LP Warrant to Purchase Common Units Representing Limited Partnership Interests (April 17th, 2018)

Rhino Resource Partners LP, a Delaware limited partnership (the "Issuer"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ______________, the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Issuer, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), _______ (__________________________) fully paid, validly issued and non-assessable Common Units (as defined herein), subject to adjustment as provided herein (the "Warrant Units"). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Units Representing Limited Partnership Interests (including any Warrants to Purchase Units Representing Limited Partnership Interests issued in exchange, transfer or replace

$ 0.15 Warrant for the Purchase of Shares of Common Stock of Verifyme, Inc. (April 16th, 2018)

THIS IS TO CERTIFY that, for value received, _________________, its successors and assigns (the "Holder"), is entitled to purchase, subject to the terms and conditions hereinafter set forth, _______ shares of VerifyMe, Inc., a Nevada corporation (the "Company") common stock, $0.001 par value per share ("Common Stock"), and to receive certificates for the Common Stock so purchased. The exercise price of this Warrant is $0.15 per share, subject to adjustment as provided below (the "Exercise Price").

Pluralsight, Inc. – WARRANT TO PURCHASE CLASS a COMMON UNITS of Pluralsight Holdings, LLC Dated as of [ ], 2018 Void After the Date Specified in Section 8 (April 16th, 2018)

THIS CERTIFIES THAT, for value received, [ ], or its registered assigns (the Holder), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Pluralsight Holdings, LLC, a Delaware limited liability company (the Company), units of the Companys Class A Common Units (the Units) in the amounts, at such times and at the price per unit set forth in Section 1. This Warrant is issued in connection with the transaction described in that certain First Amendment to Credit Agreement by and between the Company and Holder dated as of [ ], 2018. The term Warrant as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein.

Goldrich Mining Co – Warrant (April 16th, 2018)

THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE U.S. SECURITIES ACT), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THE WARRANT AND THE UNDERLYING SECURITIES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. UNITED STATES AND U.S. PERSON ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.

Ample-Tee, Inc. – Warrant (April 13th, 2018)

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

Warrant to Purchase Ordinary Shares (April 13th, 2018)

THIS WARRANT TO PURCHASE ORDINARY SHARES (the "Warrant") certifies that, for value received, Richard S. Ressler, an individual (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 (Eastern Time) on the five year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Presbia PLC, an Irish public limited company (the "Company"), up to 1,953,125 ordinary shares with a nominal value of US$0.001 each (the "Warrant Shares"). The purchase price of one ordinary share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Omeros Corp. – WARRANT TO PURCHASE SHARES OF COMMON STOCK OF OMEROS CORPORATION Dated as of April 12, 2018 Void After the Date Specified in Section 8 (April 13th, 2018)

THIS CERTIFIES THAT, for value received, CRG PARTNERS III PARALLEL FUND A L.P., or its registered assigns (the Holder), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Omeros Corporation, a Washington corporation (the Company), shares of the Companys common stock, par value $0.01 per share (such shares, the Shares and such common stock, the Common Stock), in the amounts, at such times and at the price per share set forth in Section 1. The term Warrant as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in Amendment No. 3 to Loan Agreement, dated as of April 10, 2018, by and among the Company, CRG Servicing LLC, as administrative and collateral agent, and the lenders party thereto, which amends that certain Term Loan Agreement, dated as of October 26, 2016 (as so amended and as further

Jin Jie – Blue Sphere Corporation Warrant (April 9th, 2018)

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").

Spirit of Texas Bancshares, Inc. – This Warrant and the Securities Issuable Upon the Exercise Hereof Have Not Been Registered Under the Securities Act of 1933, as Amended. They May Not Be Sold, Offered for Sale, Pledged, Hypothecated, or Otherwise Transferred Except Pursuant to an Effective Registration Statement Under the Securities Act of 1933, as Amended, or an Opinion of Counsel Satisfactory to the Company That Registration Is Not Required Under Such Act or Unless Sold Pursuant to Rule 144 Under Such Act. (April 6th, 2018)
Galmed Pharmaceuticals Ltd. – Warrant to Purchase Ordinary Shares Galmed Pharmaceuticals Ltd. (April 4th, 2018)

THIS WARRANT TO PURCHASE ORDINARY 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 April ___, 2018 (the "Initial Exercise Date") and on or prior to the close of business on the twelve month anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Galmed Pharmaceuticals Ltd., an Israeli limited 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).

Micronet Enertec Technologies, Inc. – MICRONET ENERTEC TECHNOLOGIES, INC. Warrant to Purchase Shares (April 4th, 2018)

MICRONET ENERTEC TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Delaware, (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [___________], 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, at any time or times on or after the six month anniversary of the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), _____________________ fully paid nonassessable Shares (as defined below), subject to adjustment as provided herein (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Shares shall have the meanings set forth in Section 17. This Warrant is one of the Warrants to purchase Shares (the "Warrants") issued

Lm Funding America, Inc. – Lm Funding America, Inc. Warrant to Purchase Common Shares (April 3rd, 2018)

This Warrant (this "Warrant") is one warrant, or one of a series of similar warrants, issued pursuant to that certain Securities Purchase Agreement, dated as of even date hereof, by and among the Company and the Purchaser(s) identified therein (the "Purchase Agreement"). All such warrants are referred to herein, collectively, as the "Warrants."

Warrant to Purchase Shares of Common Stock (April 3rd, 2018)

This Warrant is issued to ________________ ("Holder") by MYnd Analytics, Inc., a Delaware corporation (the "Company"), in connection with the issuance to the Holder of shares of Series A Preferred Stock of the Company pursuant to a Subscription Agreement For Shares Of Series A Preferred Stock And Common Stock Purchase Warrants of even date herewith ("Subscription Agreement") among the Company and the signatories thereto. All capitalized terms not defined in this Warrant shall have the meaning ascribed to them in the Subscription Agreement. This Warrant is one of a series of Warrants issued in connection with and pursuant to the Subscription Agreement.

Lm Funding America, Inc. – Lm Funding America, Inc. Warrant to Purchase Common Shares (April 3rd, 2018)

This Warrant (this "Warrant") is one warrant, or one of a series of similar warrants, issued pursuant to that certain Securities Purchase Agreement, dated as of even date hereof, by and among the Company and the Purchaser(s) identified therein (the "Purchase Agreement"). All such warrants are referred to herein, collectively, as the "Warrants."

Zion Oil & Gas Inc – Annex B [Face of Certificate - ZION OIL & GAS, INC.] (SEE REVERSE SIDE FOR LEGEND) W WARRANTS (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME, June 29, 2019) ZION OIL & GAS, INC. CUSIP 989696 232 WARRANT (April 2nd, 2018)

THIS CERTIFIES THAT, for value received _____________ is the registered holder of a Warrant or Warrants expiring June 29, 2019 (the "Warrant") to purchase one fully paid and non-assessable share of Common Stock, par value $.01 per share (the "Shares"), of ZION OIL & GAS, INC., a Delaware corporation (the "Company"). The Warrant entitles the holder thereof to purchase from the Company, commencing on June 29, 2018, one Share of the Company at the price of $3.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, American Stock Transfer & Trust Company, LLC (such payment to be made by check made payable to the order of the Company), but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and the Warrant Agent. In no event shall the registered holder of this Warrant be entitled to receive a net-cash settlement or other consideration in lieu of physical settlement in

UA Granite Corp – Series a Warrant (April 2nd, 2018)

This Warrant is issued pursuant to that Securities Purchase Agreement, dated as of _______, 2018, by and between the Company and the Initial Holder (the "Securities Purchase Agreement").

UA Granite Corp – Series B Warrant (April 2nd, 2018)

This Warrant is issued pursuant to that Securities Purchase Agreement, dated as of _______, 2018, by and between the Company and the Initial Holder (the "Securities Purchase Agreement").

Senseonics Holdings, Inc. – [ ], as Warrant Agent (March 30th, 2018)

DEBT SECURITIES WARRANT AGREEMENT (this Agreement), dated as of [ ] between SENSEONICS HOLDINGS, INC., a Delaware corporation (the Company) and [ ] , a [corporation] [national banking association] organized and existing under the laws of [ ] and having a corporate trust office in [ ], as warrant agent (the Warrant Agent).

Galapagos Nv – Warrant Plan 2017 Rmv on Shares Galapagos Nv General Rules (March 23rd, 2018)
Mereo Biopharma Group plc – DATED 2017 MEREO BIOPHARMA GROUP PLC WARRANT INSTRUMENT Relating to the Issue of Warrants Entitling the Holders to Subscribe for Warrant Shares in the Capital of MEREO BIOPHARMA GROUP PLC (March 23rd, 2018)
Pure Acquisition Corp. – Pure Acquisition Corp. Units Consisting of One Share of Class a Common Stock and One-Half of One Warrant to Purchase One Share of Class a Common Stock (March 22nd, 2018)

Each Unit (Unit) consists of one (1) share of Class A common stock, par value $0.0001 per share (Common Stock), of Pure Acquisition Corp., a Delaware corporation (the Company), and one-half (1/2) 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 Companys 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 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 on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation (the

Terrapin 4 Acquisition Corp – Terrapin 4 Acquisition Corporation Units Consisting of One Share of Class a Common Stock and One Warrant to Purchase One Share of Class a Common Stock (March 19th, 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 Terrapin 4 Acquisition Corporation, a Delaware corporation (the "Company"), and one (1) warrant (the "Warrant"). Each Warrant entitles the holder to purchase one (1) share of Class A Common Stock for a price of $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 "Expiratio

Energous Corp – Energous Corporation Warrant (March 16th, 2018)

Energous Corporation, a Delaware corporation (the Company), hereby certifies that, for value received, the Kingdom Trust Company, Custodian, FBO Malcom P Fairbairn Roth IRA (9510281370), an exempted company formed under the laws of the Cayman Islands, or its successors or assigns (the Holder), is entitled to purchase from the Company up to a total of 809,061 shares of common stock, $.00001 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 initially equal to $23.00 per share (as adjusted from time to time as provided in Section 8, the Exercise Price), at any time on or after date which is six months and one day after the date hereof (the Initial Exercise Date) and through and including the date that is five (5) years after the date hereof (the Expiration Date), and subject to the following terms and conditions. This Warrant (this Warrant) is issued pursuant to that certain Securities Pur

Alzheon, Inc. – Alzheon, Inc. Warrant to Purchase Shares of Common Stock (March 16th, 2018)

THIS CERTIFIES THAT, for value received, (the Holder), is entitled to purchase from Alzheon, Inc., a Delaware corporation (the Company), subject to the terms and conditions of this Warrant, at any time prior to the Expiration Date (as defined below), at an exercise price per Warrant Share (as defined below) of $ (the Exercise Price), shares of the Common Stock, par value $0.001 per share, of the Company (Common Stock). The shares of Common Stock purchasable upon exercise of this Warrant are hereinafter referred to as the Warrant Shares. The Warrant Shares and the Exercise Price are subject to further adjustment as set forth in Section 2. This Warrant, together with amounts paid to the Holder prior to the date hereof, constitute full payment of all obligations of the Company under the Placement Agency Agreement, dated March 7, 2017, as amended on May 24, 2017, between the Holder and the Company.

Warrant (March 14th, 2018)

Zero Gravity Solutions, Inc., a corporation organized under the laws of the State of Nevada (the "Company"), hereby certifies that, for value received from Boies Partners, Inc. (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of twenty thousand (20,000) 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 three dollars ($3.00) per share (the "Exercise Price"). This Warrant may be exercised at 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:

Warrant (March 14th, 2018)

Zero Gravity Solutions, Inc., a corporation organized under the laws of the State of Nevada (the "Company"), hereby certifies that, for value received from Michael T. Smith (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of twenty thousand (20,000) 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 three dollars ($3.00) per share (the "Exercise Price"). This Warrant may be exercised at 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:

ViewRay, Inc. – Warrant to Purchase Shares of Common Stock of Viewray, Inc. (March 12th, 2018)

This Warrant is issued to Strong Influence Limited, a British Virgin Islands corporation, or its registered assigns (including any successors or assigns, the "Purchaser"), pursuant to that certain Amended and Restated Securities Purchase Agreement, dated as of March 5, 2018, among ViewRay, Inc., a Delaware corporation (the "Company"), the Purchaser and Fosun International Limited, a company organized under the laws of Hong Kong (the "Purchase Agreement"), and is subject to the terms and conditions of the Purchase Agreement.

Spirit of Texas Bancshares, Inc. – This Warrant and the Securities Issuable Upon the Exercise Hereof Have Not Been Registered Under the Securities Act of 1933, as Amended. They May Not Be Sold, Offered for Sale, Pledged, Hypothecated, or Otherwise Transferred Except Pursuant to an Effective Registration Statement Under the Securities Act of 1933, as Amended, or an Opinion of Counsel Satisfactory to the Company That Registration Is Not Required Under Such Act or Unless Sold Pursuant to Rule 144 Under Such Act. (March 12th, 2018)
Can-Fite BioPharma Ltd. – Warrant to Purchase Ordinary Shares Represented by American Depositary Shares Can-Fite Biopharma Ltd. (March 12th, 2018)

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 __, 2018 (the "Initial Exercise Date") and on or prior to the close of business on the 5-year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Can-Fite BioPharma Ltd., an Israeli limited company (the "Company"), up to ______ Ordinary Shares (the "Warrant Shares") represented by ________1 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).

Rigel Pharmaceuticals, Inc. – [*], as Warrant Agent (March 9th, 2018)

This DEBT SECURITIES WARRANT AGREEMENT (this Agreement), dated as of between RIGEL PHARMACEUTICALS, INC., a Delaware corporation (the Company), and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the Warrant Agent).