Warrant Certificate Sample Contracts

Landcadia Holdings II, Inc. – Form of Warrant Certificate [FACE] (April 18th, 2019)

This Warrant Certificate certifies that ________________, or registered assigns, is the registered holder of warrant(s) evidenced hereby (the "Warrants" and each, a "Warrant") to purchase shares of Class A common stock, $0.0001 par value per share ("Class A Common Stock"), of Landcadia Holdings II, Inc., a Delaware corporation (the "Company"). Each whole Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Class A Common Stock as set forth below, at the exercise price (the "Warrant Price") as determined pursuant to the Warrant Agreement, payable in lawful money (or through "cashless exercise" as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herei

Act II Global Acquisition Corp. – [Form of Warrant Certificate] [FACE] (April 16th, 2019)

This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the "Warrants" and each, a "Warrant") to purchase Class A ordinary shares, $0.0001 par value per share ("Ordinary Shares"), of Act II Global Acquisition Corp., a Cayman Islands exempted company (the "Company"). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable Ordinary Shares as set forth below, at the exercise price (the "Exercise Price") as determined pursuant to the Warrant Agreement, payable in lawful money (or through "cashless exercise" as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the

Aileron Therapeutics Inc – Number of Warrants: Warrant Certificate No. (April 1st, 2019)
Egalet Corp – ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# . WARRANT PAR VALUE $0.001 WARRANT Certificate Number ZQ00000000 Shares * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * EGALET CORPORATION SEE REVERSE FOR CERTAIN DEFINITIONS ** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sam (March 29th, 2019)
Platinum Eagle Acquisition Corp. – Form of Warrant Certificate [FACE] (March 21st, 2019)

This Warrant Certificate certifies that , or its registered assigns, is the registered holder of warrant(s) evidenced hereby (the Warrants) to purchase shares of Common Stock, par value $0.0001 per share (the Common Stock), of Target Hospitality Corp., a Delaware corporation (the Company). Each whole Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock (each, a Warrant) as set forth below, at the exercise price (the Exercise Price) as determined pursuant to the Warrant Agreement, payable in lawful money of the United States of America (or through cashless exercise as provided for in the Warrant Agreement) upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined

Platinum Eagle Acquisition Corp. – Form of Warrant Certificate [FACE] (March 21st, 2019)

This Warrant Certificate certifies that , or its registered assigns, is the registered holder of warrant(s) evidenced hereby (the Warrants) to purchase shares of Common Stock, par value $0.0001 per share (the Common Stock), of Target Hospitality Corp., a Delaware corporation (the Company). Each whole Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock (each, a Warrant) as set forth below, at the exercise price (the Exercise Price) as determined pursuant to the Warrant Agreement, payable in lawful money of the United States of America (or through cashless exercise as provided for in the Warrant Agreement) upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined

Galectin Therapeutics Inc. – Neither This Warrant Certificate Nor the Warrants Represented Hereby Nor Any Shares of Common Stock Issuable Upon the Exercise of Such Warrants, Nor Any Interest in or Rights Under Same, Have Been Registered Under the Securities Act of 1933 or the Laws of Any State, and Neither This Warrant Certificate Nor the Warrants Represented Hereby Nor Any Shares of Common Stock Issuable Upon the Exercise of Such Warrants, Nor Any Interest in or Rights Under Same, May Be Sold or Otherwise Transferred Unless Registered Under Such Act and Applicable State Securities Laws or an Exemption From Registration I (March 6th, 2019)
8i Enterprises Acquisition Corp. – Specimen Warrant Certificate (March 4th, 2019)

THIS WARRANT CERTIFIES THAT, for value received , or registered agents, is the registered holder of a Warrant or Warrants (the "Warrant"), expiring on a date which is five (5) years from the completion of the Company's initial business combination, to purchase one-half (1/2) of one fully paid and non-assessable ordinary share (the "Warrant Shares"), no par value, of 8i Enterprises Acquisition Corp, a British Virgin Islands company (the "Company"), for each Warrant evidenced by this Warrant Certificate. This Warrant Certificate is subject to and shall be interpreted under the terms and conditions of the Warrant Agreement (as defined below).

Acamar Partners Acquisition Corp. – [Form of Warrant Certificate] [FACE] (February 26th, 2019)

This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the "Warrants" and each, a "Warrant") to purchase shares of Class A common stock, $0.0001 par value per share ("Common Stock"), of Acamar Partners Acquisition Corp., a Delaware corporation (the "Company"). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the "Exercise Price") as determined pursuant to the Warrant Agreement, payable in lawful money (or through "cashless exercise" as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in th

Hennessy Capital Acquisition Corp IV – [Form of Warrant Certificate] [FACE] (February 21st, 2019)

This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the "Warrants" and each, a "Warrant") to purchase shares of Class A common stock, $0.0001 par value per share ("Common Stock"), of Hennessy Capital Acquisition Corp. IV , a Delaware corporation (the "Company"). Each whole Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the "Exercise Price") as determined pursuant to the Warrant Agreement, payable in lawful money (or through "cashless exercise" as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set

ONESPAWORLD HOLDINGS Ltd – [Form of Warrant Certificate] [FACE] (February 8th, 2019)
Tortoise Acquisition Corp. – [Form of Warrant Certificate] [FACE] (February 6th, 2019)

This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the "Warrants" and each, a "Warrant") to purchase shares of Class A common stock, $0.0001 par value per share ("Common Stock"), of Tortoise Acquisition Corp., a Delaware corporation (the "Company"). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the "Exercise Price") as determined pursuant to the Warrant Agreement, payable by certified or official bank check payable to the Company (or through "cashless exercise" as provided for in the Warrant Agreement) upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and

DiamondPeak Holdings Corp. – [Form of Warrant Certificate] [FACE] (January 18th, 2019)

This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the "Warrants" and each, a "Warrant") to purchase shares of Class A common stock, $0.0001 par value per share ("Common Stock"), of DiamondPeak Holdings Corp., a Delaware corporation (the "Company"). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the "Exercise Price") as determined pursuant to the Warrant Agreement, payable in lawful money (or through "cashless exercise" as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred

Galectin Therapeutics Inc. – Neither This Warrant Certificate Nor the Warrants Represented Hereby Nor Any Shares of Common Stock Issuable Upon the Exercise of Such Warrants, Nor Any Interest in or Rights Under Same, Have Been Registered Under the Securities Act of 1933 (The Securities Act) or the Laws of Any State, and Neither This Warrant Certificate Nor the Warrants Represented Hereby Nor Any Shares of Common Stock Issuable Upon the Exercise of Such Warrants, Nor Any Interest in or Rights Under Same, May Be Sold or Otherwise Transferred Unless Registered Under Such Act and Applicable State Securities Laws or an Exemptio (January 15th, 2019)
Galectin Therapeutics Inc. – Neither This Warrant Certificate Nor the Warrants Represented Hereby Nor Any Shares of Common Stock Issuable Upon the Exercise of Such Warrants, Nor Any Interest in or Rights Under Same, Have Been Registered Under the Securities Act of 1933 (The Securities Act) or the Laws of Any State, and Neither This Warrant Certificate Nor the Warrants Represented Hereby Nor Any Shares of Common Stock Issuable Upon the Exercise of Such Warrants, Nor Any Interest in or Rights Under Same, May Be Sold or Otherwise Transferred Unless Registered Under Such Act and Applicable State Securities Laws or an Exemptio (January 15th, 2019)
Tortoise Acquisition Corp. – [Form of Warrant Certificate] [FACE] (December 21st, 2018)

This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the "Warrants" and each, a "Warrant") to purchase shares of Class A common stock, $0.0001 par value per share ("Common Stock"), of Tortoise Acquisition Corp., a Delaware corporation (the "Company"). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the "Exercise Price") as determined pursuant to the Warrant Agreement, payable by certified or official bank check payable to the Company (or through "cashless exercise" as provided for in the Warrant Agreement) upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and

Industrea Acquisition Corp. – [Form of Warrant Certificate] [FACE] (December 10th, 2018)

This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the "Warrants" and each, a "Warrant") to purchase shares of common stock, $0.0001 par value ("Common Stock"), of Concrete Pumping Holdings, Inc., a Delaware corporation (the "Company"). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the "Exercise Price") as determined pursuant to the Warrant Agreement, payable in lawful money (or through "cashless exercise" as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement

DOTA Holdings Ltd – Specimen Warrant Certificate (December 4th, 2018)

THIS WARRANT CERTIFIES THAT, for value received , or registered agents, is the registered holder of a Warrant or Warrants (the "Warrant"), expiring on a date which is five (5) years from the date of issuance, to purchase one fully paid and non-assessable ordinary share (the "Warrant Shares"), par value US$0.0001 per share (the "Ordinary Shares"), of REEBONZ HOLDING LIMITED, a Cayman Islands exempted company (the "Company"), for each Warrant evidenced by this Warrant Certificate. This Warrant Certificate is subject to and shall be interpreted under the terms and conditions of the Warrant Agreement (as defined below).

CF Finance Acquisition Corp. – [Form of Warrant Certificate] [FACE] (December 4th, 2018)

This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the "Warrants" and each, a "Warrant") to purchase shares of Class A common stock, $0.0001 par value per share ("Common Stock"), of CF Finance Acquisition Corp., a Delaware corporation (the "Company"). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the "Exercise Price") as determined pursuant to the Warrant Agreement, payable in lawful money (or through "cashless exercise" as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the War

Chardan Healthcare Acquisition Corp. – Specimen Warrant Certificate (December 4th, 2018)

THIS WARRANT CERTIFIES THAT, for value received , or registered agents, is the registered holder of a Warrant or Warrants (the "Warrant"), expiring on a date which is five (5) years from the completion of the Company's initial business combination, to purchase one half of one fully paid and non-assessable share (the "Warrant Shares"), of common stock, par value $0.0001 per share (the "Common Stock"), of CHARDAN HEALTHCARE ACQUISITION CORP., a Delaware corporation (the "Company"), for each Warrant evidenced by this Warrant Certificate. This Warrant Certificate is subject to and shall be interpreted under the terms and conditions of the Warrant Agreement (as defined below).

IMAC Holdings, Inc. – Form of Common Stock Warrant Certificate Imac Holdings, Inc. (December 3rd, 2018)

THIS COMMON STOCK PURCHASE WARRANT CERTIFICATE (the "Warrant") certifies that, for value received, Cede & Co. or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December [*], 2018 (the "Initial Exercise Date") and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from IMAC HOLDINGS, INC., a Delaware corporation (the "Company"), up to [*] shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee ("DTC") shall initially be the sole registered holde

Oculus Innovative Sciences – Series C Common Stock Warrant Certificate Sonoma Pharmaceuticals, Inc. (November 21st, 2018)

THIS SERIES C COMMON STOCK PURCHASE WARRANT CERTIFICATE (the "Warrant") certifies that, for value received, Cede & Co. 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 November 21, 2018 (the "Initial Exercise Date") and on or prior to the Close of Business on the five (5) year anniversary of the Initial Exercise Date, or November 21, 2023 (the "Termination Date") but not thereafter, to subscribe for and purchase from Sonoma Pharmaceuticals, Inc., a Delaware corporation (the "Company"), up to 2,764,700 shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee ("DTC")

Landcadia Holdings, Inc. – [Form of Warrant Certificate] [FACE] (November 19th, 2018)

This Warrant Certificate certifies that ____________________, or registered assigns, is the registered holder of _______________ warrant(s) evidenced hereby (the "Warrants" and each, a "Warrant") to purchase shares of Common Stock, $.0001 par value ("Common Stock"), of Waitr Holdings Inc., a Delaware corporation (the "Company"). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and nonassessable shares of Common Stock as set forth below, at the exercise price (the "Exercise Price") as determined pursuant to the Warrant Agreement, payable by certified or official bank check payable to the Company (or through "cashless exercise" as provided for in the Warrant Agreement) upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warr

Oculus Innovative Sciences – Series C Common Stock Warrant Certificate Sonoma Pharmaceuticals, Inc. (November 7th, 2018)

THIS SERIES C COMMON STOCK PURCHASE WARRANT CERTIFICATE (the "Warrant") certifies that, for value received, Cede & Co. or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [*], 2018 (the "Initial Exercise Date") and on or prior to the Close of Business on the five (5) year anniversary of the Initial Exercise Date, or [*], 2023 (the "Termination Date") but not thereafter, to subscribe for and purchase from Sonoma Pharmaceuticals, Inc., a Delaware corporation (the "Company"), up to [*] shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee ("DTC") shall initially be th

The BROKER WARRANTS REPRESENTED BY THIS CERTIFICATE WILL BE VOID IF NOT EXERCISED PRIOR TO the Expiry Time Referred to Herein BROKER WARRANT CERTIFICATE (November 1st, 2018)

THIS IS TO CERTIFY THAT [*] (the "Holder") of [*] is entitled to purchase, at any time and from time, prior to the Expiry Time (as defined below), at the Exercise Price (as defined below) and on the other terms and conditions set forth herein, one Common Share for each Broker Warrant represented hereby. The Exercise Price and the number of Common Shares which the Holder is entitled to purchase on exercise of the Broker Warrants are subject to adjustment as hereinafter provided.

Warrant Certificate (November 1st, 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 IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT 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 DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.

Warrant Certificate (November 1st, 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 DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.

Empire Petroleum – EMPIRE PETROLEUM CORPORATION COMMON SHARE WARRANT CERTIFICATE Warrant to Purchase_________Common Shares Expiring December 31, 2019 (September 25th, 2018)

THIS CERTIFIES THAT _______________________(the "Warrant Holder"), in consideration for entering into that certain Securities Purchase Agreement dated as of July 23, 2018 ("Purchase Agreement"), by and between the Warrant Holder and Empire Petroleum Corporation, a Delaware corporation (the "Company"), at any time following the date hereof, on any Business Day on or prior to 5:00 p.m., Pacific Time, on the Expiration Date (as defined in Section 1 below), is entitled to subscribe for and purchase from the Company, up to ________ Common Shares (as defined in Section 1 below) at a price per Common Share equal to the Exercise Price (as defined in Section 1 below); provided, however, that the number of Common Shares issuable upon any exercise of this Warrant (as defined in Section 1 below) shall be adjusted and readjusted from time to time in accordance with Section 4 below.

ChaSerg Technology Acquisition Corp – [Form of Warrant Certificate] [FACE] (September 18th, 2018)

This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the "Warrants" and each, a "Warrant") to purchase shares of Class A common stock, $0.0001 par value per share ("Common Stock"), of ChaSerg Technology Acquisition Corp., a Delaware corporation (the "Company"). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the "Exercise Price") as determined pursuant to the Warrant Agreement, payable in lawful money (or through "cashless exercise" as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in

Collier Creek Holdings – [Form of Warrant Certificate] [FACE] (September 12th, 2018)

This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrants (the "Warrants") to purchase Class A Ordinary Shares, $0.0001 par value (the "Ordinary Shares"), of Collier Creek Holdings, a Cayman Islands exempted company (the "Company"). Each whole Warrant entitles the holder, upon exercise during the Exercise Period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable Ordinary Shares (each, a "Warrant") as set forth below, at the exercise price (the "Warrant Price") as determined pursuant to the Warrant Agreement, payable in lawful money (or through "cashless exercise" as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined

Arya Sciences Acquisition Corp. – [Form of Warrant Certificate] [FACE] (September 11th, 2018)

This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the "Warrants" and each, a "Warrant") to purchase shares of Class A ordinary shares, $0.0001 par value ("Ordinary Shares"), of ARYA Sciences Acquisition Corp., a Cayman Islands exempted company (the "Company"). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable Ordinary Shares as set forth below, at the exercise price (the "Exercise Price") as determined pursuant to the Warrant Agreement, payable in lawful money (or through "cashless exercise" as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth here

Warrant Certificate (August 27th, 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 DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.

Warrant Certificate (August 27th, 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 IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT 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 DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.

Warrant Certificate (August 27th, 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 IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT 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 DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.

The BROKER WARRANTS REPRESENTED BY THIS CERTIFICATE WILL BE VOID IF NOT EXERCISED PRIOR TO the Expiry Time Referred to Herein BROKER WARRANT CERTIFICATE (August 27th, 2018)

THIS IS TO CERTIFY THAT [*], (the "Holder") is entitled to purchase, at any time and from time, prior to the Expiry Time (as defined below), at the Exercise Price (as defined below) and on the other terms and conditions set forth herein, one Common Share for each Broker Warrant represented hereby. The Exercise Price and the number of Common Shares which the Holder is entitled to purchase on exercise of the Broker Warrants are subject to adjustment as hereinafter provided.