Warrant Sample Contracts

Tracon Pharmaceuticals, Inc. – TRACON PHARMACEUTICALS, INC. and , AS WARRANT AGENT (March 1st, 2019)

COMMON STOCK WARRANT AGREEMENT (this “Agreement ”), dated as of                                between TRACON Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), and                                , a [corporation] [national banking association]

Genocea Biosciences, Inc. – CLASS B WARRANT TO PURCHASE SHARES OF COMMON STOCK OF (February 28th, 2019)

This Class B 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”).

Tuscan Holdings Corp. – NUMBER ________- (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTS (February 26th, 2019)

is the registered holder of a warrant or warrants (the “Warrant(s)”) of Tuscan Holdings Corp., a Delaware corporation (the “Company”), expiring at 5:00 p.m., New York City time, on the five year anniversary of the Company’s completion of an initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”), to purchase one fully paid and non-assessable share of Common Stock, par value $0.0001 per share (“Shares”), of the Company for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (a) _______ ___, 2020 and (b) 30 days after the Company’s completion of an initial Business Combination, such number of Shares of the Company at the Warrant Price (as defined below), upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or

Insurance Acquisition Corp. – INSURANCE ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE HALF WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK (February 25th, 2019)

The shares of Common Stock and Warrants comprising the Units represented by this certificate are not transferable separately prior to the 52nd day following the date of the final prospectus relating to the IPO unless Cantor Fitzgerald & Co., acting as representative of the underwriters, elects to allow separate trading earlier, subject to the Corporation’s filing of a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Corporation’s receipt of the gross proceeds of the offering and issuing a press release announcing when separate trading will begin. The terms of the Warrants are governed by a Warrant Agreement, dated as of [       ], 2019, between the Corporation 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 Agreemen

Can-Fite BioPharma Ltd. – PLACEMENT AGENT WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES CAN-FITE BIOPHARMA LTD. (February 15th, 2019)

THIS PLACEMENT AGENT 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 January 23, 2019 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 18, 2024 (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). This Warrant is issued pursuant to the Engagement Agreement, dated January 15, 2019, between the Company and H.C. Wainwright &

Crescent Acquisition Corp – CRESCENT ACQUISITION CORP UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK (February 15th, 2019)

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 Acquisition Corp, a Delaware corporation (the “Company”), and one-half (1/2) of one redeemable warrant (the “Warrant”). Each Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Class A Common Stock of the Company 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 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 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 e

Arbutus Biopharma Corp – Singularly Focused on HBV Corporate Overview | February 2019 NASDAQ: ABUS www.arbutusbio.com Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Canadian securities laws. All statements that are not historical facts are hereby identified as forward-looking statements for this purpose and include, among others, statements relating to: the potential for HBV to have a larger market opportunity than HCV; our ability meet a significant unmet medical need; our anticipated cash position as (February 14th, 2019)
Acamar Partners Acquisition Corp. – ACAMAR PARTNERS ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK (February 14th, 2019)

Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of Acamar Partners Acquisition Corp., a Delaware corporation (the “Company”), and one-third (1/3) of one redeemable 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). Only whole warrants are exercisable. 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”), and (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 ini

American International Group Inc – · Adjusted after-tax loss of $559 million, or $0.63 per share, for the fourth quarter of 2018, compared to adjusted after-tax income of $526 million, or $0.57 per diluted share, in the prior-year quarter. · Total net investment income of $2.8 billion in the fourth quarter of 2018, compared to $3.5 billion in the prior-year-quarter was significantly impacted by market performance. Full year 2018 net investment income of $12.5 billion compared to $14.2 billion in the prior year. · Net pre-tax catastrophe losses in the fourth quarter of 2018 of $798 million ($630 million after-tax or $0.71 per sh (February 13th, 2019)

·Net loss of $622 million, or $0.70 per share, for the fourth quarter of 2018, compared to net loss of $6.7 billion, or $7.33 per share, in the prior-year quarter.

S&t Bancorp Inc – Forward Looking Statement and Risk Factors This presentation contains or incorporates statements that we believe are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward- looking statements generally relate to our financial condition, results of operations, plans, objectives, outlook for earnings, revenues, expenses, capital and liquidity levels and ratios, asset levels, asset quality, financial position, and other matters regarding or affecting S&T and its future business and operations. Forward looking statements are typically identifi (February 12th, 2019)
Genocea Biosciences, Inc. – CLASS B PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK OF (February 12th, 2019)

This Class B 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”).

Genocea Biosciences, Inc. – CLASS B WARRANT TO PURCHASE SHARES OF COMMON STOCK OF (February 12th, 2019)

This Class B 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”).

Tortoise Acquisition Corp. – TORTOISE ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK (February 6th, 2019)

Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of Tortoise Acquisition Corp., a Delaware corporation (the “Company”), and one-half of one redeemable warrant (each whole warrant, 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”) and (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 l

Cibus Global, Ltd. – CIBUS GLOBAL, LTD. WARRANT TO PURCHASE SERIES A PREFERRED STOCK (February 4th, 2019)

THIS WARRANT (the “Warrant”) between Cibus Global, Ltd., a company organized under the laws of the British Virgin Islands (the “Company”) and the undersigned holder of this Warrant (such person or entity and any successor and assign being hereinafter referred to as the “Holder”), sets forth the terms and conditions upon which the Holder is and shall be entitled, and shall and hereby does have the right, but not the obligation, to subscribe for and purchase from the Company 800,000 shares of Series A Preferred Stock (such Series A Preferred Stock or other shares of capital stock for which this Warrant may in the future become exercisable for, the “Warrant Shares”) in the Company at an exercise price equal to US$2.00 per share (the “Exercise Price”). This Warrant may be exercised from time to time and at any time in whole or in part prior to the Expiration Date (as defined below) and is subject to the terms and conditions set forth below. The Holde

Cibus Global, Ltd. – CIBUS GLOBAL, LTD. WARRANT TO PURCHASE SERIES C PREFERRED SHARES (February 4th, 2019)

THIS WARRANT (the “Warrant”) between Cibus Global, Ltd., a company organized under the laws of the British Virgin Islands (the “Company”) and the undersigned holder of this Warrant (such person or entity and any successor and assign being hereinafter referred to as the “Holder”), sets forth the terms and conditions upon which the Holder is and shall be entitled, and shall and hereby does have the right, but not the obligation, to subscribe for and purchase from the Company 1,685,029 Series C Preferred Shares (such Series C Preferred Shares or other shares of capital stock for which this Warrant may in the future become exercisable for, the “Warrant Shares”) in the Company at an exercise price equal to US$2.10 per share (the “Exercise Price”).  This Warrant may be exercised from time to time and at any time in whole or in part prior to the Expiration Date (as defined below) and is subject to the terms and conditions set forth below.  The Holder ac

Cibus Global, Ltd. – CIBUS GLOBAL, LTD. WARRANT TO PURCHASE SERIES A PREFERRED STOCK (February 4th, 2019)

THIS WARRANT (the “Warrant”) between Cibus Global, Ltd., a company organized under the laws of the British Virgin Islands (the “Company”) and the undersigned holder of this Warrant (such person or entity and any successor and assign being hereinafter referred to as the “Holder”), sets forth the terms and conditions upon which the Holder is and shall be entitled, and shall and hereby does have the right, but not the obligation, to subscribe for and purchase from the Company 625,000 shares of Series A Preferred Stock (such Series A Preferred Stock or other shares of capital stock for which this Warrant may in the future become exercisable for, the “Warrant Shares”) in the Company at an exercise price (the “Exercise Price”) equal to US$2.00 per share. This Warrant may be exercised from time to  time and at any time in whole or in part prior to the Expiration Date (as defined below) and is subject to the terms and conditions set f

Cibus Global, Ltd. – CIBUS GLOBAL, LTD. WARRANT TO PURCHASE SERIES C PREFERRED SHARES (February 4th, 2019)

THIS WARRANT (the “Warrant”) between Cibus Global, Ltd., a company organized under the laws of the British Virgin Islands (the “Company”) and the undersigned holder of this Warrant (such person or entity and any successor and assign being hereinafter referred to as the “Holder”), sets forth the terms and conditions upon which the Holder is and shall be entitled, and shall and hereby does have the right, but not the obligation, to subscribe for and purchase from the Company 2,656,392 Series C Preferred Shares (such Series C Preferred Shares or other shares of capital stock for which this Warrant may in the future become exercisable for, the “Warrant Shares”) in the Company at an exercise price equal to US$2.10 per share (the “Exercise Price”). This Warrant may be exercised from time to time and at any time in whole or in part prior to the Expiration Date (as defined below) and is subject to the terms and conditions set forth below. The Holder acknowledges and agrees that

Svb Financial Group – Glossary Acronyms Other Measures Measures Non-GAAP The following termsareusedthroughoutthispresentationtoreferSVB-specific tocertain metrics: Q4 and FY 2018 Q4 andFY • • • • • • • • • • • • VC/PE – NCO – NCI – LIHTC – CRM – CCAR – Fixed Income Securities Total Client Funds– effectively donotreceive theeconomic benefitorcost. Thismeasureexcludestononcontrolling interest. interestsforapplicable, amountsattributable whichwe andcarried result ofexercised portfolio, when equitywarrantassets,gainsandlossesfromsalesofour AFS debtsecurities heldasa whichincludepublicequitysecurities gains andlossesfro (February 1st, 2019)
Nano Dimension Ltd. – WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES NANO DIMENSION LTD. (January 30th, 2019)

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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York time) on _____________ (the “Termination Date”), provided that, if such date is not a Trading Day, the Termination Date should be the immediate following Trading Day but not thereafter, to subscribe for and purchase from Nano Dimension Ltd., a company organized under the laws of the State of Israel (the “Company”), up to ______ Ordinary Shares, par value 0.10 NIS per share (the “Ordinary Share(s)”) (as subject to adjustment hereunder, the “Warrant Shares”)), represented by _____ American Depositary Shares (“ADSs”), as subject to adjustment hereunder, and the ADSs issuable upon exercise of thi

Trovagene, Inc. – THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS SUCH SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN ACCORDANCE WITH SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. Warrant No. POC 1 (January 29th, 2019)

This Warrant certifies that POC Capital, LLC, a California limited liability company (“Purchaser”), is entitled to purchase from Trovagene, Inc., a Delaware corporation (the “Company”), 900,000 shares of Common Stock (or any portion thereof) at an exercise price of $0.627 per share of Common Stock, for a period of five (5) years from the date hereof, all on the terms and conditions herein/after provided. This Warrant is issued in connection with the transactions described in the Stock and Warrant Subscription Agreement, dated as of even date herewith, by and among the Company and the Purchaser.

Lexaria Bioscience Corp. – Lexaria Warrant Exercises (January 28th, 2019)

Kelowna, British Columbia – January 25, 2019 – Lexaria Bioscience Corp. (OTCQX: LXRP) (CSE: LXX) (the “Company” or “Lexaria”), a drug delivery platform innovator, announces it has received funds from the exercise of warrants.

MTech Acquisition Holdings Inc. – __________– THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) (January 25th, 2019)

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”), Akerna 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, 30 days after the Company’s completion of the Business Combination, 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 Transfer & Trust Company, but only subject to the conditions set forth herein a

Mereo Biopharma Group Plc – DATED 2018 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 (January 25th, 2019)

MEREO BIOPHARMA GROUP PLC, a company incorporated in England and Wales with number 09481161 whose registered office is at 4th Floor, 1 Cavendish Place, London, England, W1G 0QF (“Company”).

Can-Fite BioPharma Ltd. – WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES CAN-FITE BIOPHARMA LTD. (January 22nd, 2019)

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 January [__], 2019 (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 Can-Fite BioPharma Ltd., an Israeli limited company (the “Company”), up to ______ Ordinary Shares (the “Warrant Shares”) represented by ________2 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).

DiamondPeak Holdings Corp. – DIAMONDPEAK HOLDINGS 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 (January 18th, 2019)

Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of DiamondPeak Holdings Corp., 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 redemption

Kitov Pharma Ltd. – WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES Kitov Pharma Ltd. (January 18th, 2019)

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 [_______, January 18, 2019 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 18, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kitov Pharma Ltd., a company organized under the laws of the State of Israel (the “Company”), up to ______ Ordinary Shares (the “Warrant Shares”) represented by American Depositary Shares (“ADSs”), as subject to adjustment hereunder, and the ADSs issuable upon exercise of this Warrant the “Warrant ADSs”). The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b).

Kitov Pharma Ltd. – PLACEMENT AGENT WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES Kitov Pharma Ltd. (January 18th, 2019)

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 January 18, 2019 (the “Initial Exercise Date”), and on or prior to 5:00 p.m. (New York City time) on January 16, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kitov Pharma Ltd., a company organized under the laws of the State of Israel (the “Company”), up to ______ Ordinary Shares (the “Warrant Shares”) represented by American Depositary Shares (“ADSs”), as subject to adjustment hereunder, and the ADSs issuable upon exercise of this Warrant 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 the Engagement Agreement, dated as of Ja

Avedro Inc – Warrant No. Date of Issuance: November 5, 2014 (January 18th, 2019)

This Preferred Stock Purchase Warrant (this “Warrant”) is issued to [                    ] (the “Registered Holder”) by Avedro, Inc. (the “Company”), for value received, pursuant to the terms of that certain Convertible Note and Warrant Purchase Agreement dated November 5, 2014 (the “Purchase Agreement”), in connection with the Company’s issuance to the Registered Holder and other purchasers of Convertible Promissory Notes (each, a “Note”).

Iota Communications, Inc. – Business Update – Appointment of Carole Downs to the Board of Directors – Status of Tender Offer for Class of Warrant Holders (January 11th, 2019)

NEW HOPE, Pa., Jan. 9, 2019 /PRNewswire/ — Iota Communications, Inc. (OTCQB: IOTC), a wireless network carrier and industrial automation company that provides Internet of Things (IoT) solutions that optimize energy efficiency, sustainability and operations for businesses, today provided a corporate update related to 2018 activities.

Pivotal Acquisition Corp – NUMBER _________- (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTS (January 11th, 2019)

THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant(s)”) of Pivotal Acquisition Corp., a Delaware corporation (the “Company”), expiring at 5:00 p.m., New York City time, on the five year anniversary of the Company’s completion of an initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”), to purchase one fully paid and non-assessable share of Class A common stock, par value $0.0001 per share (“Shares”), of the Company for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (a)                     , 2020 and (b) 30 days after the Company’s completion of an initial Business Combination, such number of Shares of the Company at the Warrant Price (as defined below), upon surrender of this Warrant C

Second Sight Medical Products Inc – Second Sight Medical Products, Inc. Incorporated under the laws of the State of California NON - TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE Evidencing Non - Transferable Subscription Rights to Purchase Units of Second Sight Medical Products, Inc. each Unit consisting of one share of Common Stock and one warrant representing the right to purchase one share of Common Stock Subscription Price: to be determined as set forth below THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK TIME, ON FEBRUARY 15, 2019, UNLESS EXTENDED BY THE COMPANY (January 9th, 2019)

THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of non-transferable subscription rights (“Rights”) set forth above. Each whole Right entitles the holder thereof to invest $0.53 for every share of Common Stock, no par value, of Second Sight Medical Products, Inc., a California corporation, that the holder owns on the record date, at a subscription price (the “Subscription Price”) of (i) $0.98 or (ii) the volume weighted average price of our Common Stock for the five trading day period through and including the expiration date as reported by Nasdaq on February 15, 2019, (the "Expiration Date"), whichever is less, per whole Unit (the “Basic Subscription Right”), pursuant to a rights offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the Prospectus Supplement and the “Instructions for Use of Subscription Rights Certificate” accompanying this Subscription Rights Certificate. Each Unit consists of one s

AquaMed Technologies, Inc. – VOID AFTER 5:00 P.M. ON NOVEMBER 1, 2023 TO PHARMACEUTICALS LLC WARRANT TO PURCHASE UNITS (January 9th, 2019)

THIS IS TO CERTIFY THAT, for value received, Bernard Sucher, an individual residing at 715 Sevilla Avenue, Coral Gables, Florida 33134-5627 (the “Warrantholder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from TO Pharmaceuticals LLC, a Delaware limited liability (the “Company”), up to 5,594 Class A Units (the “Warrant Units”) of the Company (“Units”), at an exercise price equal to $45.32 per Unit (the “Exercise Price”) at the times and in the manner set forth below.

AquaMed Technologies, Inc. – VOID AFTER 5:00 P.M. ON MARCH 9, 2023 TO PHARMACEUTICALS LLC WARRANT TO PURCHASE UNITS (January 9th, 2019)

THIS IS TO CERTIFY THAT, for value received, Sidney Taubenfeld, an individual residing at 247 West 87th Street, Apt. 7G, New York, New York 10024 (the “Warrantholder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from TO PHARMACEUTICALS LLC, a Delaware limited liability (the “Company”), up to 500 units (the “Warrant Units”) of the membership interests of the Company (“Units”), at an exercise price equal to $700 per Unit (the “Exercise Price”) at the times and in the manner set forth below.

AquaMed Technologies, Inc. – VOID AFTER 5:00 P.M. ON NOVEMBER 1, 2023 TO PHARMACEUTICALS LLC WARRANT TO PURCHASE UNITS (January 9th, 2019)

THIS IS TO CERTIFY THAT, for value received, Bernard Sucher, an individual residing at 715 Sevilla Avenue, Coral Gables, Florida 33134-5627 (the “Warrantholder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from TO Pharmaceuticals LLC, a Delaware limited liability (the “Company”), up to 5,593 Class A Units (the “Warrant Units”) of the Company (“Units”), at an exercise price equal to $15.11 per Unit (the “Exercise Price”) at the times and in the manner set forth below.

Andina Acquisition Corp. III – NUMBER ________- (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTS (December 31st, 2018)

THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant(s)”) to purchase one fully paid and non-assessable ordinary share, par value $0.0001 per share (“Ordinary Shares”), of Andina Acquisition Corp. III, a Cayman Islands exempted company (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, share purchase, 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) the Company’s completion of a Business Combination and (ii) ______________, 2019, such number of Ordinary 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 Agen