Warrant Sample Contracts

Super League Gaming, Inc. – Form of Representative's Warrant (February 12th, 2019)

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM.

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").

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").

Aeglea BioTherapeutics, Inc. – We Consent to the Use of This Opinion as an Exhibit to the Report on Form 8-K to Be Filed by the Company With the Commission in Connection With the Offering of the Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares and Further Consent to All References to Us, if Any, in the Registration Statement, the Prospectus and Any Amendments or Supplements Thereto. We Do Not Thereby Admit That We Are Within the Category of Persons Whose Consent Is Required Under Section 7 of the Securities Act or the Rules and Regulations of the Commission Promulgated Thereunder. This Opinion Is Intended S (February 7th, 2019)
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

Petro River Oil Corp. Warrant (February 6th, 2019)

PETRO RIVER OIL CORP., a Delaware 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 __________ shares of common stock, $0.00001 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 equal to $0.50 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 and through and including the date that is five years from the date of issuance hereof (the "Expiration Date"), and subject to the following terms and conditions. This Warrant (this "Warrant") is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated as of January 31, 2019, by and among the Company and the Purchasers identified therein (the "Purchase Agreemen

NGFC Equities, Inc. – Underwriter Warrant (February 6th, 2019)

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

MTech Acquisition Holdings Inc. – Warrant (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

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 Pharmaceuticals Holdings 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 Pharmaceuticals Holdings 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 – This Warrant and the Securities Purchasable Hereunder Have Not Been Registered Under the Securities Act of 1933 and May Not Be Sold, Offered for Sale, Pledged or Hypothecated in the Absence of an Effective Registration Statement Filed Under Said Act and Any Applicable State Securities Laws, Unless an Exemption From Such Registration Is Available. (January 18th, 2019)
Loop Industries, Inc. – Warrant (January 16th, 2019)

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 and the Note and Warrant Purchase Agreement by and between the Company (as hereinafter defined), the Holder and other parties thereto dated as of the date hereof (the "Note and Warrant Purchase Agreement"), 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."

Pivotal Acquisition Corp – Units Consisting of One Share of Class a Common Stock and One Warrant (January 11th, 2019)
Pivotal Acquisition Corp – Warrant (January 11th, 2019)
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.

Poseida Therapeutics, Inc. – This Warrant and the Shares Issuable Hereunder Have Not Been Registered Under the Securities Act of 1933, as Amended (The Act), or the Securities Laws of Any State And, Except as Set Forth in Sections 5.3 and 5.4 Below, May Not Be Offered, Sold, Pledged or Otherwise Transferred Unless and Until Registered Under Said Act and Laws Or, in the Opinion of Legal Counsel in Form and Substance Satisfactory to the Company, Such Offer, Sale, Pledge or Other Transfer Is Exempt From Such Registration. (January 4th, 2019)
Cytodyn Inc – The Warrant Represented by This Certificate and the Securities Issuable Upon Exercise Thereof Have Not Been Registered Under the Securities Act of 1933, as Amended (The Securities Act) or the Securities Laws of Any State or Other Jurisdiction. This Warrant and the Securities Issuable Upon Exercise Hereof May Not Be Offered, Sold, Pledged, Assigned or Otherwise Transferred Unless (1) Such Transaction Is Made Pursuant to an Effective Registration Statement Filed Under the Securities Act and the Applicable Securities Laws of Any State or Other Jurisdiction or (2) the Company Is Provided With an O (January 3rd, 2019)
Edgar Express, Inc. – AMENDED AND RESTATED WARRANT to Purchase Shares of Common Stock of EDGAR EXPRESS, INC. (December 31st, 2018)

THIS CERTIFIES that, for value received, the Purchaser is entitled to purchase from EDGAR EXPRESS, INC., incorporated under the laws of the State of Utah (hereinafter called the "Corporation"), shares of the Corporation's authorized common stock, par value $0.001 per share, subject to the terms and conditions set forth in this Amended and Restated Warrant (the "Warrant"). The Issue Date of the Warrant, the number of shares issuable upon exercise of the Warrant (the "Warrant Shares"), and the Exercise Price per share are stated above, subject to adjustment as hereinafter provided.

Andina Acquisition Corp. III – (See Reverse Side for Legend) This Warrant Will Be Void if Not Exercised Prior to the Expiration Date (Defined Below) Andina Acquisition Corp. Iii (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

Stratean Inc. – Warrant (December 31st, 2018)

This Warrant certifies that ____________________ ("Purchaser"), is entitled to purchase from CleanSpark, Inc., a Nevada corporation (the "Company"), [1,250,000][1,000,000][500,000][333,333] shares of Common Stock (or any portion thereof) at an exercise price of $[2.00][2.50][5.00][7.50] per share of Common Stock, all on the terms and conditions hereinafter provided.

Edgar Express, Inc. – AMENDED AND RESTATED WARRANT to Purchase Shares of Common Stock of EDGAR EXPRESS, INC. (December 31st, 2018)

THIS CERTIFIES that, for value received, the Purchaser is entitled to purchase from EDGAR EXPRESS, INC., incorporated under the laws of the State of Utah (hereinafter called the "Corporation"), shares of the Corporation's authorized common stock, par value $0.001 per share, subject to the terms and conditions set forth in this Amended and Restated Warrant (the "Warrant"). The Issue Date of the Warrant, the number of shares issuable upon exercise of the Warrant (the "Warrant Shares"), and the Exercise Price per share are stated above, subject to adjustment as hereinafter provided.

Andina Acquisition Corp. III – Units Consisting of One Ordinary Share, One Right and One Redeemable Warrant (December 31st, 2018)

Each Unit ("Unit") consists of one (1) ordinary share, par value $0.0001 per share ("Ordinary Share(s)"), of Andina Acquisition Corp. III, a Cayman Islands exempted company (the "Company"), one right (the "Right(s)") and one redeemable warrant (the "Warrant(s)"). Each Right entitles the holder thereof to receive one-tenth (1/10) of an Ordinary Share upon consummation of an initial merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination ("Business Combination"). Each whole Warrant entitles the holder to purchase one (1) ordinary share 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 Business Combination and (ii) 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,

Sentinel Energy Services Inc. – Sentinel Energy Services Inc. 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 28th, 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 Sentinel Energy Services Inc., a Delaware corporation (the "Company"), and one-third of one warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder to purchase one (1) share of Class A Common Stock for $11.50 per share (subject to adjustment). Each Warrant will become exercisable 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 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 Date"). The shares of Class A Common Stock and Warrants comprising the Units represented by th

Wealthbridge Acquisition Ltd – Units Consisting of One Ordinary Share, One Warrant and One Right to Receive One-Tenth of One Ordinary Share (December 21st, 2018)

Each Unit ("Unit") consists of one ordinary share, with no par value, of Wealthbridge Acquisition Limited, a British Virgin Islands company (the "Company"), one redeemable warrant ("Warrant") and one right ("Right") to receive one-tenth (1/10) of an ordinary share. Each redeemable Warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share at a price of $11.50 per full share (subject to adjustment), upon the later to occur of (i) the Company's completion of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a "Business Combination") or (ii) 12 months from the closing of the Company's initial public offering. Every ten Rights entitles the holder thereof to receive one ordinary share upon consummation of the Company's initial Business Combination. The ordinary shares, Rights and Warrants comprising the Units represented by this certificate are

Tortoise Acquisition Corp. – Tortoise 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 (December 21st, 2018)

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-third 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

RMG Acquisition Corp. – Rmg 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 17th, 2018)

Each Unit ("Unit") consists of one (1) share of Class A common stock, par value $0.0001 per share ("Common Stock"), of RMG Acquisition 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 or li

Warrant to Purchase Ordinary Shares Presbia Plc (December 12th, 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 14,731,667 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).

CF Finance Acquisition Corp. – Cf Finance Acquisition Corp. Units Consisting of One Share of Class a Common Stock and Three-Quarters of One Warrant, Each Whole Warrant Entitling the Holder to Purchase One Share of Class a Common Stock (December 11th, 2018)

This certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.

Gores Metropoulos, Inc. – Gores Metropoulos, Inc. 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 11th, 2018)
NGFC Equities, Inc. – Underwriter Warrant (December 11th, 2018)

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

Representative's Warrant (December 11th, 2018)

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "Securities ACT"), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM.