Common use of Delivery of Warrant Shares Clause in Contracts

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) the number of Trading Days after comprising the Standard Settlement Period following the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or Date), upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate request of the Holder, it shall deliver to credit such aggregate number of shares of Common Stock specified by the Company on Holder in the Exercise Date an opinion of counsel reasonably satisfactory Notice and to which the Company to the effect that the issuance of such Warrant Shares in such other name may be made Holder is entitled pursuant to an available exemption from such exercise (the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i“Exercise Shares”) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s or its designee’s balance account at the with The Depository Trust Company (“DTC”) through its Deposit Withdrawal At Custodian system, or if the Transfer Agent is then a similar organization, unless participant in the case of clause DTC Fast Automated Securities Transfer Program (ithe “FAST Program”) and either (iiA) a there is an effective registration statement covering permitting the resale issuance of the Warrant Shares and naming to or the resale of such Warrant Shares by the Holder as a selling stockholder thereunder is not then effective or (B) the Warrant Exercise Shares are not freely transferable eligible for resale by the Holder without volume and manner of or manner-of-sale restrictions pursuant to Rule 144 promulgated under the Securities ActAct (assuming cashless exercise of this Warrant). If the Transfer Agent is not a member of the FAST Program or if (A) and (B) above are not true, the Transfer Agent will either (i) record the Exercise Shares in the name of the Holder or its designee on the certificates reflecting the Exercise Shares with an appropriate legend regarding restriction on transferability, which case shall be issued and dispatched by overnight courier to the address as specified in the Exercise Notice, and on the Company’s share register or (ii) issue such Exercise Shares in the name of the Holder shall receive a certificate for or its designee in restricted book-entry form in the Warrant Shares issuable upon such exercise with appropriate restrictive legendsCompany’s share register. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If , irrespective of the date such Warrant Shares are credited to be issued free of all restrictive legendsthe Holder’s DTC account, the Company shall, upon the written request date of the Holderbook entry positions or the date of delivery of the certificates evidencing such Exercise Shares, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, as the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationcase may be.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) the number of Trading Days after comprising the Standard Settlement Period following the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or Date), upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate request of the Holder, it shall deliver to credit such aggregate number of shares of Common Stock specified by the Company on Holder in the Exercise Date an opinion of counsel reasonably satisfactory Notice and to which the Company to the effect that the issuance of such Warrant Shares in such other name may be made Holder is entitled pursuant to an available exemption from such exercise (the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i“Exercise Shares”) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s or its designee’s balance account at the with The Depository Trust Company (“DTC”) through its Deposit Withdrawal At Custodian system, or if the Transfer Agent is then a similar organization, unless participant in the case of clause DTC Fast Automated Securities Transfer Program (ithe “FAST Program”) and either (iiA) a there is an effective registration statement covering permitting the resale issuance of the Warrant Shares and naming to or the resale of such Warrant Shares by the Holder as a selling stockholder thereunder is not then effective or (B) the Warrant Exercise Shares are not freely transferable eligible for resale by the Holder without volume and manner of or manner-of-sale restrictions pursuant to Rule 144 promulgated under the Securities ActAct (assuming cashless exercise of this Warrant). If the Transfer Agent is not a member of the FAST Program or if (A) and (B) above are not true, the Transfer Agent will either (i) record the Exercise Shares in the name of the Holder or its designee on the certificates reflecting the Exercise Shares with an appropriate legend regarding restriction on transferability, which case shall be issued and dispatched by overnight courier to the address as specified in the Exercise Notice, and on the Company’s share register or (ii) issue such Exercise Shares in the name of the Holder shall receive a certificate for or its designee in restricted book-entry form in the Warrant Shares issuable upon such exercise with appropriate restrictive legendsCompany’s share register. The Holder, or any Person permissibly natural person or legal entity (each, a “Person”) so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If , irrespective of the date such Warrant Shares are credited to be issued free of all restrictive legendsthe Holder’s DTC account, the Company shall, upon the written request date of the Holderbook entry positions or the date of delivery of the certificates evidencing such Exercise Shares, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, as the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationcase may be.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise PriceDate) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not then effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of legends unless the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder Registration Statement is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to can be issued free of all without restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC the Depository Trust and Clearing Corporation (“DTC”) or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationDTC.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise PriceDate) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.

Delivery of Warrant Shares. (a) To effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the aggregate Warrant Shares represented by this Warrant is being exercised. Upon delivery of the Exercise Notice (ain the form attached hereto) Upon exercise to the Company (with the attached Warrant Shares Exercise Log) at its address for notice set forth herein and upon payment of this Warrantthe applicable Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, the Company shall promptly (but in no event (i) later than three (3) Trading Business Days after the Exercise Date or (ii) prior to the receipt of the Exercise PriceExercise) issue or cause and deliver to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shareswhich, shall be deemed to have become contain the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all following restrictive legendssecurities legend: THESE SECURITIES HAVE NOT 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, the Company shallAS AMENDED (THE “SECURITIES ACT”), upon the written request of the HolderOR ANY APPLICABLE STATE SECURITIES LAWS AND, use its reasonable best efforts to deliverACCORDINGLY, or cause to be deliveredMAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functionsOR IN A TRANSACTION NOT SUBJECT TO, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationTHE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise PriceDate) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky lawslaws or, if the transferee is an Affiliate of the Holder, the statement set forth in Section 3(ii)(y) in lieu of such opinion), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, legends unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 144(k) under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to can be issued free of all without restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or shall cause to be delivered, Warrant Shares hereunder electronically through DTC the Depository Trust & Clearing Corporation or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.

Delivery of Warrant Shares. (a) To effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the aggregate Warrant Shares represented by this Warrant is being exercised. Upon delivery of the Exercise Notice (ain the form attached hereto) Upon exercise to the Company (with the attached Warrant Shares Exercise Log) at its address for notice set forth herein and upon payment of this Warrantthe Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, the Company shall promptly (but in no event (i) later than three (3) Trading Business Days after the Exercise Date or (ii) prior to the receipt of the Exercise PriceExercise) issue or cause and deliver to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shareswhich, shall be deemed to have become contain the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all following restrictive legendssecurities legend: THESE SECURITIES HAVE NOT 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, the Company shallAS AMENDED (THE “SECURITIES ACT”), upon the written request of the HolderOR ANY APPLICABLE STATE SECURITIES LAWS AND, use its reasonable best efforts to deliverACCORDINGLY, or cause to be deliveredMAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functionsOR IN A TRANSACTION NOT SUBJECT TO, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationTHE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three five (35) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise PriceDate) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions restriction (including requirement for current public information pursuant to Rule 144(c)) under Rule 144 under by Holders who are not affiliates of the Securities ActCompany, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC the Depository Trust Company or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.

Delivery of Warrant Shares. (a) (aSubject to Section 5(c) Upon below and the limitations set forth in Section 12, upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date Date) credit the Holder’s balance account with DTC for the Warrant Shares issuable upon such exercise or (ii) prior to at the receipt of the Exercise Price) Holder’s option issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided thatdesignate, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, in either case, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or legends unless a similar organization, unless in the case of clause (i) and (ii) a registration statement Registration Statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or and the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends144. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If within three (3) Trading Days after the Warrant Shares are to be issued free of all restrictive legendsExercise Date, the Company shall, shall fail to credit the Holder’s balance account with DTC for the number of Warrant Shares to which the Holder is entitled upon the written request of Holder’s exercise hereunder or at the Holder, use its reasonable best efforts ’s option issue and deliver a certificate to deliver, or cause to be delivered, the Holder and register such Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functionson the Company’s share register, if available; providedthen, thatin addition to the rights set forth in Section 5(c) below and the right to obtain specific performance, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver shall pay in cash to the Holder on each day after such third (3rd) Trading Day that the issuance of such Warrant Shares electronically through is not timely effected an amount equal to one percent (1%) of the product of (A) the aggregate number of Warrant Shares not issued to the Holder on a timely basis and to which the Holder is entitled and (B) the Closing Price of the Common Stock on the Trading Day immediately preceding the last possible date on which the Company could have issued such a clearing corporationWarrant Shares to the Holder without violating Section 5(a).

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the The Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Holder, or its designee or agent as specified below, Warrant Shares in such other name may be made pursuant to an available exemption from book-entry form through the registration requirements facilities of The Depositary Trust Company or certificate form in accordance with the terms of the Securities Act Warrant. The undersigned represents (a) that it has such knowledge and all applicable state securities or blue sky laws), (i) a certificate for experience in financial and business matters that it is capable of evaluating the Warrant Shares issuable upon such exercise, free merits and risks of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless its investment in the case of clause (i) Common Stock; and (iib) a that it can bear the economic risk of its investment in the Common Stock and can afford to lose its entire investment in the Common Stock. The undersigned agrees that the Common Stock may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, except pursuant to an exemption from such act. The undersigned represents that it has tendered payment for such shares of Common Stock to the Company in which case such Holder shall receive a certificate for the form indicated above. If the number of shares of Common Stock purchased is less than all of the Warrant Shares issuable upon such evidenced hereby, and the undersigned is surrendering the Warrant in connection with the exercise hereof, the undersigned requests that a new Warrant representing the remaining shares of Common Stock subject to the Warrant be issued and delivered to the undersigned. EXHIBIT 4.6 If the original Warrant is not surrendered in connection with appropriate restrictive legends. The Holderthe exercise hereof: (a) the undersigned represents that it has not sold, assigned, pledged, transferred, hypothecated, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as otherwise disposed of the Exercise Date. If the original Warrant Shares are or any interest therein or represented thereby and hereby agrees to be issued free of all restrictive legends, fully and forever indemnify and hold harmless the Company shalland each of its successors, upon the written request assigns and affiliates from any loss, cost, damages or expense (including reasonable attorneys’ fees) of any kind or nature whatsoever it may hereinafter suffer or incur in connection with or as a result of the Holderundersigned’s failure to surrender the original Warrant in connection with such exercise; and (b) the undersigned will as promptly as reasonably practicable after the delivery of this Subscription to the Company (and in any event within five Business Days), use its reasonable best efforts to deliver, or cause to be delivered, the original Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, thatto the Company. DATED: (Signature must conform in all respects to name of holder as specified on the face of the Warrant) (Address) EXHIBIT 4.6 FORM OF ASSIGNMENT FOR VALUE RECEIVED, the Company mayundersigned, but will not be required tothe holder of the attached Warrant, change its transfer agent if its current transfer agent cannot deliver hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant Shares electronically through such a clearing corporation.unto: Name of Assignee Address (Signature must conform in all respects to name of holder as specified on the face of the Warrant) [Holder] By: Name: Title:

Delivery of Warrant Shares. (a) To effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the aggregate Warrant Shares represented by this Warrant is being exercised. Upon delivery of the Exercise Notice to the Company (awith the attached Warrant Shares Exercise Log) Upon exercise at its address for notice set forth herein and upon payment of this Warrantthe Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, the Company shall promptly (but in no event (i) later than three (3) Trading Days five business days after the Date of Exercise Date or (ii) prior to the receipt of the Exercise Priceas defined herein)) issue or cause and deliver to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, which, unless otherwise required by the Purchase Agreement, shall be free of restrictive legends, or (ii) an electronic delivery . Certificates for Warrant Shares purchased hereunder shall be transmitted by the transfer agent of the Warrant Shares Company to the Holder by crediting the account of the Holder’s account at prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DTCDWAC”) system if the Company or its transfer agent is a similar organization, unless participant in such system and if the Holder makes certain representations as set forth in the case of clause (i) Exercise Notice and (ii) a registration statement covering otherwise by physical delivery to the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated address specified by the Holder in the Exercise Notice within 3 trading days from the delivery to receive the Company of the Exercise Date (as hereinafter defined) and surrender of this Warrant Shares(if required) (“Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become the a holder of record of such Warrant Shares shares for all purposes, as of the Exercise Date. If date the Warrant Shares are has been exercised by payment to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, Exercise Price (or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.by cashless exercise). A “

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the The Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such holder __________ Warrant Shares in such other name may be made accordance with the terms of the Warrant. Date: _______________ __, ______ Name of Registered Holder By: Name: Title: ACKNOWLEDGMENT The Company hereby acknowledges this Exercise Notice and hereby directs Securities Transfer Corporation to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. Sonnet BioTherapeutics, Inc. By: Name: Title: EXHIBIT B FORM OF COMMON WARRANT SONNET BIOTHERAPEUTICS HOLDINGS, INC. WARRANT TO PURCHASE COMMON STOCK Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Sonnet BioTherapeutics Holdings, Inc., a company organized under the law 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 “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [ ] ([●]) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to an available exemption from (i) that certain Underwriting Agreement, dated as of __________, 2023 (the registration requirements “Subscription Date”) by and between the Company and Chardan Capital Markets, LLC and Ladenburg Txxxxxxx & Co. Inc., as representatives of the several underwriters named therein, (ii) the Company’s Registration Statement on Form S-1 (File number 333-269307 under the Securities Act and all applicable state securities or blue sky laws)of 1933, as amended (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTCRegistration Statement”) or a similar organization, unless in the case of clause (i) and (iiiii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares Company’s prospectus dated as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends__________, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation2023.

Delivery of Warrant Shares. (a) To effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the aggregate Warrant Shares represented by this Warrant is being exercised. Upon delivery of the Exercise Notice (ain the form attached hereto) Upon exercise to the Company (with the attached Warrant Shares Exercise Log) at its address for notice set forth herein and upon payment of this Warrantthe Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Date of Exercise Date or (ii) prior to the receipt of the Exercise Priceas defined herein)) issue or cause and deliver to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, which, unless otherwise required by the Purchase Agreement, shall be free of restrictive legends. The Company shall, or (ii) an electronic delivery upon request of the Warrant Shares Holder and subsequent to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) date on which a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then has been declared effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under by the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holderand Exchange Commission, use its reasonable best efforts to deliver, or cause to be delivered, deliver Warrant Shares hereunder electronically through DTC the Depository Trust Corporation or another established clearing corporation performing similar functions, if available; , provided, that, the Company may, but will not be required to, to change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through the Depository Trust Corporation. A "Date of Exercise" means the date on which the Holder shall have delivered to the Company: (i) the Exercise Notice (with the Warrant Exercise Log attached to it), appropriately completed and duly signed and (ii) if such a clearing corporationHolder is not utilizing the cashless exercise provisions set forth in this Warrant, payment of the Exercise Price for the number of Warrant Shares so indicated by the Holder to be purchased.

Delivery of Warrant Shares. (a) To effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the aggregate Warrant Shares represented by this Warrant is being exercised. Upon delivery of the Exercise Notice to the Company (awith the attached Warrant Shares Exercise Log) Upon exercise at its address for notice set forth herein and upon payment of this Warrantthe Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, the Company shall promptly (but in no event (i) later than three (3) Trading Days five business days after the Date of Exercise Date or (ii) prior to the receipt of the Exercise Priceas defined herein)) issue or cause and deliver to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, which, unless otherwise required by the Purchase Agreement, shall be free of restrictive legends, or (ii) an electronic delivery . Certificates for Warrant Shares purchased hereunder shall be transmitted by the transfer agent of the Warrant Shares Company to the Holder by crediting the account of the Holder’s account at prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DTCDWAC”) system if the Company or its transfer agent is a similar organizationparticipant in such system, unless in and otherwise by physical delivery to the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated address specified by the Holder in the Exercise Notice within 3 trading days from the delivery to receive the Company of the Exercise Date (as hereinafter defined) and surrender of this Warrant Shares(if required) (“Warrant Share Delivery Date”). This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become the a holder of record of such Warrant Shares shares for all purposes, as of the Exercise Date. If date the Warrant Shares are has been exercised by payment to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, Exercise Price (or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.by cashless exercise). A “

Delivery of Warrant Shares. (a) (a) Upon exercise of the Warrant, the Warrant Agent shall promptly advise the Company and the transfer agent and registrar in respect of (i) the Warrant Shares issuable upon such exercise as to the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (ii) the instructions of the Holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, and the delivery of Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (iii) in case of a Book-Entry Warrant, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. Provided that the Warrant Agent has received funds in the amount of the Exercise Price, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise PriceDate) issue or cause to be issued and cause to be delivered to the Holder (or upon the written order of the Holder and Holder, in such name or names as the Holder may designate (provided thatdesignate) or the Participant, if as the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holdercase may be, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, Holder (or any Person permissibly so designated by the Holder to receive Warrant Shares) or the Participant, as applicable, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If In lieu of delivering physical certificates representing the Warrant Shares are to be issued free of all restrictive legendsissuable upon exercise, provided the Company shallCompany’s transfer agent is participating in the Depository’s Fast Automated Securities Transfer program, upon the written request of the HolderHolder or the Participant, as applicable, the Company shall use its commercially reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC The Depository Trust Company or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise PriceDate) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC The Depository Trust Company or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise PriceDate) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not then effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of legends unless the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder Registration Statement is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 144(k) under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to can be issued free of all without restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC the Depository Trust and Clearing Corporation or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationthe Depository Trust and Clearing Corporation.

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: Check here if requesting delivery as a certificate to the following name and to the following address: Issue to: Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Participant: DTC Number: Account Number: Date: _____________ __, Name of Registered Holder By: Name: Title: Tax ID:____________________________ Facsimile:__________________________ E-mail Address:_____________________ EXHIBIT B ACKNOWLEDGMENT The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 202_, from the Company and acknowledged and agreed to by _______________. AJA HOLDCO, INC. By: Name: Title: Exhibit B Form of Warrant Agreement WARRANT NUMBER: A-[_] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT FOR TRANSFERS TO AN AFFILIATE (aAS DEFINED IN THE SUBSCRIPTION AGREEMENT EXECUTED BY AXX XXXXXX, INC. (THE “COMPANY”), ARYA SCIENCES ACQUISITION CORP IV AND THE INITIAL PURCHASER OF THIS WARRANT (THE “SUBSCRIPTION AGREEMENT”)) OF THE HOLDER OR WITH THE WRITTEN CONSENT OF THE COMPANY. THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (aTHE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) Upon exercise TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (III) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR (IV) IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, THE APPLICABLE LAWS OF ANY OTHER JURISDICTION AND THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE ENTITLED TO CERTAIN REGISTRATION RIGHTS AS SET FORTH UNDER THE SUBSCRIPTION AGREEMENT. WARRANT TO PURCHASE COMMON STOCK Company: Aja Holdco, Inc., a Delaware corporation Number of Shares: [●] Class: Common stock, par value $0.0001 per share Warrant Price: $10.00 per share, subject to adjustment as described herein Original Issue Date: [●], 2024 Expiration Date: [●], 2029; see also Section 2.2 Subscription Agreement: This Warrant to Purchase Common Stock (“Warrant”) is issued pursuant to that certain Subscription Agreement, dated as of February [●], 2024, by and among the Company, ARYA Sciences Acquisition Corp IV, a Cayman Islands exempted company, and the Holder (as may be further amended and/or modified and in effect from time to time, the “Subscription Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subscription Agreement. THIS WARRANT CERTIFIES THAT, for good and valuable consideration, [HOLDER] (together with any successor or permitted assignee or transferee of this Warrant, “Holder”) is entitled to purchase up to [●] shares of fully paid and non-assessable common stock, par value $0.0001 per share (the Company shall promptly “Common Stock”), of Aja Holdco, Inc., a Delaware corporation (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior “Company”), at the Warrant Price, all as set forth above and subject to the receipt of the Exercise Price) issue or cause to be issued provisions and cause to be delivered to or upon the written order of the Holder terms and conditions set forth in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationthis Warrant.

Delivery of Warrant Shares. (a) (a) Upon exercise of The Holder shall not be required to physically surrender this WarrantWarrant unless this Warrant is being exercised in full. To effect exercises hereunder, the Holder shall duly execute and deliver to the Company at its address for notice set forth herein, an Exercise Notice in the form of Annex B hereto, along with the Warrant Share Exercise Log in the form of Annex C hereto, and shall pay the Exercise Price, if applicable, multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder. The Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt date of the Exercise Priceexercise) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise. The Company shall, free of restrictive legends, or (ii) an electronic delivery upon request of the Warrant Shares Holder, and subsequent to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) date on which a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then has been declared effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the HolderSEC, use its commercially reasonable best efforts to deliver, or cause to be delivered, deliver Warrant Shares hereunder electronically through DTC the Depository Trust Corporation or another established clearing corporation performing similar functions, if available; provided, that. If by the third Trading Day after exercise of this Warrant, the Company mayfails to deliver the required number of Warrant Shares, but the Holder will not be have the right to rescind the exercise. If by the third Trading Day after exercise, the Company fails to deliver the required tonumber of Warrant Shares, change its transfer agent and if its current transfer agent cannot after such third Trading Day and prior to the receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Warrant Shares electronically through which the Holder anticipated receiving upon such exercise (a clearing corporation“Buy In”), then the Company shall (i) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue by (B) the closing bid price of the Common Stock on the exercise date and (ii) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Warrant Shares that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy In.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the The Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of purchased hereunder to be transmitted by the Transfer Agent to the Holder or an Affiliate by crediting the account of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities ’s or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holderits designee’s balance account at the with The Depository Trust Company (“DTC”) through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a similar organization, unless participant in the case of clause such system and either (iA) and (ii) a there is an effective registration statement covering permitting the issuance of the Warrant Shares to or resale of the Warrant Shares and naming by the Holder as a selling stockholder thereunder is not then effective or (B) the Warrant Shares are not freely transferable eligible for resale by the Holder without volume and manner of or manner-of-sale restrictions limitations pursuant to Rule 144 under (assuming cashless exercise of the Securities ActWarrants), and otherwise by issuing such Warrant Shares in which case such the name of the Holder shall receive a certificate or its designee in restricted book-entry form in the Company’s share register, for the number of Warrant Shares issuable upon to which the Holder is entitled pursuant to such exercise with appropriate restrictive legendsby the date that is two (2) Trading Days after the delivery to the Company of the Notice of Exercise and delivery of the aggregate Exercise Price (if applicable) to the Company. The Holder, or any Person permissibly natural person or legal entity (each, a “Person”) so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If , irrespective of the date such Warrant Shares are credited to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder’s DTC account or the date of restricted book-entry evidencing such Warrant Shares, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, as the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationcase may be.

Delivery of Warrant Shares. (a) (aSubject to Section 5(c) Upon below and the limitations set forth in Section 12, upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise PriceDate) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided thatdesignate, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise or credit the Holder’s balance account with DTC for the Warrant Shares issuable upon such exercise, in either case, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or legends unless a similar organization, unless in the case of clause (i) and (ii) a registration statement Registration Statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or and the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends144. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If within three (3) Trading Days after the Warrant Shares are to be issued free of all restrictive legendsExercise Date, the Company shall, shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the written request of Holder’s exercise hereunder, then, in addition to the Holder, use its reasonable best efforts rights set forth in Section 5(c) below and the right to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, thatobtain specific performance, the Company may, but will shall pay in cash to the Holder on each day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not be required to, change its transfer agent if its current transfer agent cantimely effected an amount equal to the lesser of (x) one percent (1%) of the product of (A) the aggregate number of shares of Common Stock not deliver Warrant Shares electronically through issued to the Holder on a timely basis and to which the Holder is entitled and (B) the Closing Price of the Common Stock on the Trading Day immediately preceding the last possible date on which the Company could have issued such a clearing corporationshares of Common Stock to the Holder without violating Section 5(a) and (y) the maximum amount under applicable law.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise PriceDate) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided thatdesignate, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, legends unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or and the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the The Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, deliver Warrant Shares hereunder electronically through DTC the Depository Trust Corporation or another established clearing corporation performing similar functions. This Warrant is exercisable, if available; providedeither in its entirety or, thatfrom time to time, for a portion of the number of Warrant Shares. Upon surrender of this Warrant following one or more partial exercises, the Company mayshall issue or cause to be issued, but will not be at its expense, a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. In addition to any other rights available to a Holder, if the Company fails to deliver to the Holder a certificate representing Warrant Shares by the third Trading Day after the date on which delivery of such certificate is required toby this Warrant, change and if after such third Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common Stock) shall terminate, or (ii) promptly honor its transfer agent obligation to deliver to the Holder a certificate or certificates representing such Common Stock and pay cash to the Holder in an amount equal to the excess (if its current transfer agent cannot any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Price on the date of the event giving rise to the Company’s obligation to deliver such certificate. The Company’s obligations to issue and deliver Warrant Shares electronically through in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a clearing corporationHolder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

Delivery of Warrant Shares. (a) (a) Upon exercise of this the Warrant, the Company Warrant Agent shall promptly (but in no event later than the later of (i) later than three two (32) Trading Days after the Exercise Date or Date, (ii) prior to the one (1) Trading Day after receipt of the aggregate Exercise Price, and (iii) issue or cause solely if the exercise is a Cashless Exercise, as promptly as practicable after the Exercise Date and receipt of advice from the Company as to the number of Common Shares to be issued and cause pursuant to be delivered to or Section 10 (such later date, the “Warrant Share Delivery Date”) (upon the written order request of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement Company is not a participant in the Fast Automated Securities Transfer Program (the “FAST Program”) and provided either (A) there is an effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that registration statement permitting the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) to, or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming by, the Holder as a selling stockholder thereunder is not then effective or (B) the Warrant is being exercised via cashless exercise), advise the Company and the Company’s transfer agent and registrar to issue (x) such aggregate number of Common Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal at Custodian (DWAC) system, or (y) if the provisions of clause (A) and (B) above are not freely transferable without volume satisfied, issue and manner dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of sale restrictions the Holder or its designee, for the number of Common Shares to which the Holder is entitled pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legendsexercise. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the time of delivery of the Exercise Date. If Notice, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within one (1) Trading Day following delivery of the applicable Exercise Notice. While the Warrant are outstanding and exercisable, the Warrant Agent shall notify the Company if its ceases to be issued free of all restrictive legends, a participant in the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationFAST Program.

Delivery of Warrant Shares. The Company shall deliver to the holder Warrant Shares in accordance with the terms of the Warrant. Dated: (aName of Registered Holder) By: Name: Title: FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to , Federal Identification No. , a warrant to the common shares of XXXXXX XXXXXXX LTD., a Bermuda company, represented by warrant certificate no. , standing in the name of the undersigned on the books of said company. The undersigned does hereby irrevocably constitute and appoint , attorney to transfer the warrants of said company, with full power of substitution in the premises. Dated: (aName of Registered Holder) Upon By: Name: Title: Exhibit B [DTC LEGEND UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.][to be included in global Warrant Certificates held through DTC] Form of Class B Warrant VOID AFTER 5 P.M. EASTERN TIME ON________, 2007 (EXCEPT AS PROVIDED IN THE WARRANT AGREEMENT) WARRANTS TO PURCHASE COMMON SHARES Warrants Xxxxxx Xxxxxxx Ltd. CUSIP: THIS CERTIFIES THAT ____________________ or registered assigns, is the registered holder of the number of Warrants (“Warrants”) set forth above. Each Warrant is issued by Xxxxxx Xxxxxxx Ltd. a Bermuda company, (the “Company”) as provided in the Warrant Agreement, hereinafter more fully described (the “Warrant Agreement”), and will entitle the holder thereof to purchase from the Company, subject to the terms and conditions set forth hereinafter and in the Warrant Agreement, at any time on or after _______, 2005 and before the close of business on __________, 2007, subject to extension, in certain circumstances, as described in the Warrant Agreement (the “Expiration Date”), to purchase [_____] fully paid and non-assessable Common Shares of the Company (“Common Shares”), subject to adjustments as provided in the Warrant Agreement, upon presentation and surrender of this Warrant Certificate, with the instructions for the registration and delivery of Common Shares filled in, at the stock transfer office in New York, New York, of [ ], Warrant Agent of the Company (“Warrant Agent”) or of its successor warrant agent or, if there be no successor warrant agent, at the corporate offices of the Company, and upon payment of the Exercise Price (as defined in the Warrant Agreement) and any applicable taxes paid either in cash, or by certified or official bank check, payable in lawful money of the United States of America to the order of the Company. Each Warrant will entitle the holder to purchase Common Shares for $0.4689 per Common Share or, in certain circumstances, Preferred Shares as provided in the Warrant Agreement (subject to adjustments as provided in the Warrant Agreement). The number and kind of securities or other property for which the Warrants are exercisable are subject to adjustment to prevent dilution. All Warrants not theretofore exercised will expire on the Expiration Date. This Warrant Certificate is subject to all of the terms, provisions and conditions of the Warrant Agreement, dated as of , 2004, between the Company and the Warrant Agent, to all of which terms, provisions and conditions the registered holder of this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is incorporated herein by reference and made a part hereof and reference is made to the Warrant Agreement for a full description of the rights, limitations of rights, obligations, duties and immunities of the Warrant Agent, the Company and the holders of the Warrant Certificates. Copies of the Warrant Agreement are available for inspection at the stock transfer office of the Warrant Agent or may be obtained upon written request addressed to the Company at Xxxxxx Xxxxxxx Ltd. c/o Xxxxxx Xxxxxxx Inc. Xxxxxxxxxx Xxxxxxxxx Xxxx Xxxxxxx, XX 00000-0000 Telecopier No.: 000-000-0000 Attention: Xxxxxx X. Xxxxxxxxx. The Company may but shall not be required upon the exercise of the Warrants evidenced by this WarrantWarrant Certificate to issue fractions of Common Shares, but may make adjustment therefore in cash on the basis of the current market value of any fractional interest as provided in the Warrant Agreement. In certain cases, the sale of securities by the Company upon exercise of Warrants would violate the securities laws of the United States, certain states thereof or other jurisdictions. The Company has agreed to use its best efforts to cause a registration statement to continue to be effective during the term of the Warrants with respect to such sales under the Securities Act of 1933, and to take such action under the laws of various states as may be required to cause the sale of securities upon exercise to be lawful. This Warrant Certificate, with or without other Certificates, upon surrender to the Warrant Agent, any successor warrant agent or, in the absence of any successor warrant agent, at the corporate offices of the Company, may be exchanged for another Warrant Certificate or Certificates evidencing in the aggregate the same number of Warrants as the Warrant Certificate or Certificates so surrendered. If the Warrants evidenced by this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or Certificates evidencing the number of Warrants not so exercised. No holder of this Warrant Certificate, as such, shall be entitled to vote, receive dividends or be deemed the holder of Common Shares or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose whatever, nor shall anything contained in the Warrant Agreement or herein be construed to confer upon the holder of this Warrant Certificate, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof or give or withhold consent to any corporate action (whether upon any matter submitted to shareholders at any meeting thereof, or give or withhold consent to any merger, recapitalization, issuance of shares, reclassification of shares, change of par value or change of shares to no par value, consolidation, conveyance or otherwise) or to receive notice of meetings or other actions affecting shareholders (except as provided in the Warrant Agreement) or to receive dividends or subscription rights or otherwise until the Warrants evidenced by this Warrant Certificate shall have been exercised and the Common Shares purchasable upon the exercise thereof shall have become deliverable as provided in the Warrant Agreement. If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company’s Common Shares or other class of shares purchasable upon the exercise of the Warrants evidenced by this Warrant Certificate are closed for any purpose, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required toto make delivery of certificates for shares purchasable upon such transfer until the date of the reopening of said transfer books. Every holder of this Warrant Certificate by accepting the same consents and agrees with the Company, change its transfer agent if its current transfer agent cannot deliver the Warrant Shares electronically through such Agent, and with every other holder of a clearing corporation.Warrant Certificate that:

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the Company shall promptly shall, (but A) in the case of a Cash Exercise, no event later than the close of business on the later to occur of (i) later than three the third (33rd) Trading Days after Business Day following the Exercise Date or set forth in such Exercise Notice and (ii) prior to such later date on which the receipt Company shall have received payment of the Exercise Price, (B) in the case of a Cashless Exercise, no later than the close of business on the third (3rd) Business Day following the Exercise Date set forth in such Exercise Notice, and (C) with respect to Warrant Shares that are the subject of a Dispute Procedure, the close of business on the third (3rd) Business Day following the determination made pursuant to Section 4(c) (each of the dates specified in (A), (B) or (C) being referred to as a “Delivery Date”), the Company shall promptly issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided thatdesignate, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (iilegends unless a legend is required to be placed on the certificate pursuant to Section 2.1(f) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legendsPurchase Agreement. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If The Company shall, provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (“FAST”), use its commercially reasonable efforts to credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system (“DWAC”); provided further, that the Holder provides the Company the reasonably necessary details to effect the foregoing DWAC delivery. In the event that the Transfer Agent is not a participant in FAST, or if the Warrant Shares are to be issued free of all restrictive legendsnot otherwise eligible for delivery through FAST, or if the Holder so specifies in an Exercise Notice or otherwise in writing on or before the Exercise Date, the Company shall, upon the written request shall effect delivery of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC by delivering to the Holder or another established clearing corporation performing similar functionsits nominee physical certificates representing such Warrant Shares, if available; provided, that, no later than the close of business on such Delivery Date. Warrant Shares delivered to the Holder shall not contain any restrictive legend as long as such Warrant Shares have been resold (as certified in writing by the Holder to the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation(x) pursuant to an effective Registration Statement (as defined in the 2015 Amended and Restated Registration Rights Agreement) or (y) pursuant to Rule 144 under the Securities Act.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) two Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or Date), upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate request of the Holder, it shall deliver credit such aggregate number of shares of Common Stock to which the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made Holder is entitled pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares exercise to the Holder’s or its designee’s balance account at the with The Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system, or a similar organization, unless if the Transfer Agent is not participating in the case of clause Fast Automated Securities Transfer Program (i) and (ii) the “FAST Program”), or if the Holder exercises this Warrant at a registration statement covering time when the resale of Holder may not sell the Warrant Shares without restriction or limitation either (I) pursuant to Rule 144 of the Securities Act and naming without the requirement to be in compliance with Rule 144(c)(1) of the Securities Act (or the Holder does not undertake to resell such Warrant Shares promptly after issuance while the Company is in compliance with the public information requirements of Rule 144(c)(1)) or (II) pursuant to an effective registration statement registering the Warrant Shares for issuance, then the Company may satisfy the delivery of Warrant Shares with certificates that may bear a legend regarding restriction on transferability, and the Company shall issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a selling stockholder thereunder certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is not then effective or entitled pursuant to such exercise. For the avoidance of doubt, the Warrant Shares are not freely transferable without volume Registrable Securities as defined under and manner subject to the terms of sale restrictions pursuant to Rule 144 under the Securities Actregistration rights agreement dated the Original Issue Date between, in which case such inter alia, the Company and the Holder shall receive a certificate for (the Warrant Shares issuable upon such exercise with appropriate restrictive legends“Registration Rights Agreement”). The Holder, or any Person natural person or legal entity (each, a “Person”) permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If , irrespective of the date such Warrant Shares are credited to be issued free the Holder’s DTC account or the date of all restrictive legends, the Company shall, upon the written request delivery of the Holdercertificates evidencing such Warrant Shares, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, as the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationcase may be.

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: ☐ Check here if requesting delivery as a certificate to the following name and to the following address: Issue to: ☐ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Participant: DTC Number: Account Number: Date: , Name of Registered Holder By: Name: Title: Tax ID: Facsimile: E-mail Address: EXHIBIT B ACKNOWLEDGMENT The Company hereby acknowledges this Exercise Notice and hereby directs to issue the above indicated number of shares of Class 2 Common Stock in accordance with the Transfer Agent Instructions dated , 202 , from the Company and acknowledged and agreed to by . TILRAY, INC. By: Name: Title: Exhibit II FORM OF PREPAID WARRANT THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(a) OF THIS WARRANT. TILRAY, INC. WARRANT TO PURCHASE CLASS 2 COMMON STOCK Warrant No.: Date of Issuance: March , 2020 (a“Issuance Date”) Tilray, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [BUYER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (athe “Warrant Shares”, and such number of Warrant Shares, the “Warrant Number”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 17. This Warrant is one of the Warrants to Purchase Common Stock (the “Registered Warrants”) Upon issued pursuant to (i) Section 1 of that certain Underwriting Agreement, dated as of March 13, 2020 (the “Subscription Date”), by and among the Company and the underwriter(s) referred to therein, as amended from time to time (the “Underwriting Agreement”), (ii) the Company’s Registration Statement on Form S-3 (File number 333-233703) (the “Registration Statement”) and (iii) the Company’s prospectus supplement dated as of March 13, 2020. Notwithstanding anything herein to the contrary, the Aggregate Exercise Price (as defined below) of this Warrant, except for a nominal exercise price of $0.0001 per Warrant Share, was pre-funded to the Company on or prior to the initial Issuance Date and, consequently, no additional consideration (other than the nominal exercise price of $0.0001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the The Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such holder __________________ Warrant Shares in accordance with the terms of the Warrant. Date: (Print Name of Registered Holder) By: Name: Title: EXHIBIT B ASSIGNMENT OF WARRANT (To be signed only upon authorized transfer of the Warrant) For Value Received, the foregoing Common Stock Purchase Warrant and all rights evidenced thereby are hereby assigned to . By accepting such other name may transfer, the transferee acknowledges that it has reviewed the within Common Stock Purchase Warrant and has agreed to be made pursuant to bound in all respects by its terms and conditions; and such transferee represents and warrants that it is an available exemption from the registration requirements “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended. Holder Date: (Signature) * (Name) (Address) (Social Security or Tax Identification No.) * The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s) and all applicable state securities or blue sky lawstitle(s) with such entity. Transferee 1 Date: (Signature) (Name) (Address) Exhibit B NEITHER THIS WARRANT NOR THE SECURITIES AS TO WHICH THIS WARRANT MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (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. IN ADDITION, EXERCISE OF THIS WARRANT IS SUBJECT TO LIMITATIONS SPECIFIED IN THIS WARRANT. COMMON STOCK PURCHASE WARRANT TRANS WORLD ENTERTAINMENT CORPORATION Warrant Shares: 9,360 Date of Issuance: March 30, 2020 (the “Issuance Date”) THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received (in connection with Kick-Start IV, LLC providing a $200,000 loan to Etailz, Inc. (“Etailz”), a subsidiary of Trans World Entertainment Corporation (i) a certificate for the Warrant Shares issuable upon such exercise“Company”)), free of restrictive legendsKick-Start IV, or LLC (ii) an electronic delivery of including its permitted and registered assigns, the Warrant Shares to the “Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shallentitled, upon the written request terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from the Holder, use its reasonable best efforts Company up to deliver, or cause to be delivered, 9,360 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share. The number of Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, for which this Warrant may be exercised is subject to adjustment in accordance with the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationterms hereof.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise PriceDate) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided thatdesignate, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, . If the Holder provides or (ii) an electronic delivery of previously provided the Warrant Shares necessary account information to the Holder’s account at the Depository Trust Company Company, and if there is an effective Registration Statement on Form S-1 or Form S-3 (“DTC”or similar form) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering registering the resale of the Warrant Warrants Shares and naming by the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable eligible for resale without volume and manner of or manner-of-sale restrictions limitations pursuant to Rule 144 under of the Securities Act of 1933, as amended (the “Securities Act”), in which case then the Company shall issue and deliver such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise in a balance account of the Holder with appropriate restrictive legendsthe Depository Trust Company through its Deposit Withdrawal Agent Commission System. The Holder, or any Person permissibly person so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the The Company shall, upon the written request of the Holder, use its commercially reasonable best efforts to deliver, or cause to be delivered, deliver Warrant Shares hereunder electronically through DTC the Depository Trust Corporation or another established clearing corporation performing similar functions, functions if available; provided, that, there is an effective Registration Statement on Form S-1 or Form S-3 (or similar form) registering the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver resale of the Warrants Shares by the Holder or the Warrant Shares electronically through such a clearing corporationare eligible for resale without volume or manner-of-sale limitations pursuant to Rule 144 of the Securities Act.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or Date), upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate request of the Holder, it shall deliver credit such aggregate number of shares of Common Stock to which the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made Holder is entitled pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares exercise to the Holder’s or its designee’s balance account at the with The Depository Trust Company (“DTC”) or through its Deposit Withdrawal Agent Commission system. The Company agrees that the Transfer Agent shall be at all times a similar organization, unless participant in the case of clause Fast Automated Securities Transfer Program (ithe “FAST Program”) (or any equivalent or replacement program) so long as this Warrant remains outstanding and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legendsexercisable. The Holder, DTC (or its nominee) or any Person permissibly natural person or legal entity (each, a “Person”) so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If the Exercise Price, in the case of a cash exercise hereunder, is delivered to the Company any time after the first (1st) Trading Day following the delivery of the Exercise Notice, the Holder shall be deemed for all purposes to have become the holder of record of the Warrant Shares are with respect to be issued free which this Warrant has been exercised on the date of all restrictive legends, the Company shall, upon the written request delivery of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationExercise Price.

Delivery of Warrant Shares. When delivering shares of Common Stock under this pxxxxxxxx 0, Xxxxxxx shall, by the applicable delivery deadline, and provided that the Common Stock is then DTC Eligible (aas defined below), deliver or cause ClearTrust (or Tauriga’s then-current transfer agent if such is not ClearTrust) to deliver to Typenex or its broker (a) Upon exercise if designated by Typenex), via reputable overnight courier, a stock certificate, registered in the name of Typenex or its designee, representing DTC Eligible Common Stock equal to the applicable number of shares of Common Stock required to be delivered hereunder. If the Common Stock is not DTC Eligible at such time, such shall constitute a breach of this WarrantAgreement, and Tauriga shall instead, on or before the Company shall promptly applicable delivery deadline, issue and deliver to Typenex or its broker (but if designated by Typenex), via reputable overnight courier, a stock certificate, registered in the name of Typenex or its designee, representing the applicable number of shares of Common Stock required to be delivered hereunder. For the avoidance of doubt, Tauriga has not met its obligation to deliver the shares of Common Stock required to be delivered hereunder within the required timeframe unless Typenex or its broker, as applicable, has actually received the certificate representing the applicable shares of Common Stock no event later than the close of business on the latest possible delivery date pursuant to the terms set forth above. If Tauriga fails to deliver Common Stock with respect to a Notice of Exercise as required under this Agreement, Typenex may send the applicable Notice of Exercise directly to ClearTrust for processing pursuant to the terms of the Transfer Agent Letter. For purposes of this Agreement: (i) later than three (3) Trading Days after “DTC” means the Exercise Date or Depository Trust Company; (ii) prior “DTC Eligible” means, with respect to the receipt Common Stock, that such Common Stock is eligible to be deposited in certificate form at the DTC, cleared and converted into electronic shares by the DTC and held in the name of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate clearing firm servicing Typenex’s brokerage firm for the Warrant Shares in a name other than that benefit of Typenex; and (iii) “Trading Day” means any day during which the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state principal trading market for Tauriga’s securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, United States shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationopen for business.

Delivery of Warrant Shares. (a) (a) Upon exercise surrender of this Warrant, with the Form of Election to Purchase attached hereto duly completed and signed, to the Company at its address for notice set forth in Section 11 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event (i) later than three (3) Trading 4 Business Days after the Date of Exercise Date or (ii) prior to the receipt of the Exercise Priceas defined herein)) issue or cause to be issued and cause to be delivered to or or, if not in violation of applicable law, upon the written order of the Holder and in such name or names as the Holder may designate (provided thatdesignate, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or legends except (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause each of the transfer and the issuance) (i) and (ii) either in the event that a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder"), or any Person permissibly (ii) if this Warrant shall have been issued pursuant to a written agreement between the original Holder and the Company, as required by such agreement. Any person so designated by the Holder to receive Warrant Shares, Shares shall be deemed to have become the holder of record of such Warrant Shares as of the Date of Exercise Dateof this Warrant. If the Warrant Shares are to be issued free of all restrictive legends, the The Company shall, upon the written request of the Holderif available, use its reasonable best efforts to deliver, or cause to be delivered, deliver Warrant Shares hereunder electronically through DTC the Depository Trust Corporation or another established clearing corporation performing similar functions, functions if available; provided, that, (a) the Holder makes such a request in writing and (b) the Holder certifies to the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver and the Transfer Agent that it delivered a prospectus to the buyer in connection with the resale of Warrant Shares electronically through such a clearing corporationShares.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, provided that the Warrant Share Registration Statement is effective, the Company shall promptly (but in no event (i) later than three two (32) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or Date), upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate request of the Holder, it shall deliver credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with The Depository Trust Company on (“DTC”) through its Deposit Withdrawal Agent Commission system, or if the Exercise Date an opinion of counsel reasonably satisfactory to Transfer Agent is not participating in the Company to Fast Automated Securities Transfer Program (the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws“FAST Program”), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of . If the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder Share Registration Statement is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to restriction under Rule 144 under the Securities Act144, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends, dispatched by overnight courier to the address as specified in the Exercise Notice, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Holder, or any Person permissibly natural person or legal entity (each, a “Person”) so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If , irrespective of the date such Warrant Shares are credited to be issued free the Holder’s DTC account or the date of all restrictive legends, the Company shall, upon the written request delivery of the Holdercertificates evidencing such Warrant Shares, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, as the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationcase may be.

Delivery of Warrant Shares. (a) (a) Upon Subject to Section 4(b), upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three 5:30 P.M., New York City time, on the third (33rd) Trading Days Day after the Exercise Date (or the fourth (ii4th) prior to Trading Day if the receipt last of the Exercise PriceNotice, the Exercise Price (if applicable) and opinion of counsel referred to below in this Section 5(a) (if applicable) is delivered after 5:00 P.M., New York City time, on the Exercise Date) (such time, the “Delivery Deadline”) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise DateDate with respect thereto. If the Warrant Shares are to can be issued free of all without restrictive legends, the Company shall, upon the written request of the Holder, use its commercially reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver shall promptly issue to the Holder the number of Warrant Shares electronically through such a clearing corporationthat are not disputed.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than shall, within three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) Notice attached hereto as Appendix B, issue or cause to be issued and deliver or cause to be delivered to or upon the written order of the Holder and Holder, in such name or names as the Holder may designate (provided thatdesignate, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate bearing (only if such legend is required by applicable law) the restrictive legendslegend set forth in Section 4(j)(i) of the Purchase Agreement. The Holder, or any Person permissibly so designated by the Holder to receive the Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If In addition to any other rights available to the Holder, if the Company fails to deliver to the Holder a certificate or certificates representing the Warrant Shares are pursuant to be issued free an exercise by the third Trading Day after the receipt of all restrictive legendsan Exercise Notice and the Exercise Price, if applicable, from such Holder, and if after such third Trading Day the Holder is required by its broker to purchase (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "BUY-IN"), then the Company shallshall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage commissions, upon if any) for the written request shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue, times (B) the price at which the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, either reinstate the portion of the Warrant and equivalent number of Warrant Shares hereunder electronically through DTC for which such exercise was not honored or another established clearing corporation performing similar functionsdeliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if available; providedthe Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, that, under clause (1) of the immediately preceding sentence the Company may, but will not shall be required toto pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the [FORM OF WARRANT] Holder in respect of the Buy-In, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationtogether with applicable confirmations and other evidence reasonably requested by the Company.

Delivery of Warrant Shares. (a) (aSubject to Section 7(c) Upon below and the limitations set forth in Section 14, upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date Date) credit the Holder’s balance account with DTC for the Warrant Shares issuable upon such exercise or (ii) prior to at the receipt of the Exercise Price) Holder’s option issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided thatdesignate, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, in either case, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or legends unless a similar organization, unless in the case of clause (i) and (ii) a registration statement Registration Statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or and the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends144. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If within three (3) Trading Days after the Warrant Shares are to be issued free of all restrictive legendsExercise Date, the Company shall, shall fail to credit the Holder’s balance account with DTC for the number of Warrant Shares to which the Holder is entitled upon the written request of Holder’s exercise hereunder or at the Holder, use its reasonable best efforts ’s option issue and deliver a certificate to deliver, or cause to be delivered, the Holder and register such Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functionson the Company’s share register, if available; providedthen, thatin addition to the rights set forth in Section 7(c) below and the right to obtain specific performance, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver shall pay in cash to the Holder on each day after such third (3rd) Trading Day that the issuance of such Warrant Shares electronically through is not timely effected until the earlier of (i) the date that the issue of such Warrant Shares is effected or (ii) the date that the Company satisfies its obligations under Section 7(c) below, an amount equal to one percent (1%) of the product of (A) the aggregate number of Warrant Shares not issued to the Holder on a clearing corporationtimely basis and to which the Holder is entitled and (B) the Closing Price of the Common Stock on the Trading Day immediately preceding the last possible date on which the Company could have issued such Warrant Shares to the Holder without violating Section 7(a).

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the The Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such holder ______________ Warrant Shares in such other name may be made pursuant to an available exemption from accordance with the registration requirements terms of the Warrant. Date: __________________ Name of Registered Holder By: Name: Title: ACKNOWLEDGMENT The Company hereby acknowledges this Exercise Notice and hereby directs Securities Act Transfer Corporation to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. Sonnet BioTherapeutics Holdings, Inc. By: Name: Title: EXHIBIT C FORM OF LOCK-UP AGREEMENT ________, 2023 CHARDAN CAPITAL MARKETS, LLC as Representative of the several Underwriters named on Schedule I hereto 10 Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, XX 00000 Re: Sonnet BioTherapeutics Holdings, Inc. Ladies and all applicable state securities Gentlemen: This lock-up agreement (the “Agreement”) is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Sonnet BioTherapeutics Holdings, Inc., a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, as representative (the “Representative”) of a group of underwriters (collectively, the “Underwriters”) to be named therein, relating to the proposed public offering (the “Offering”) of shares of common stock, par value $0.0001 per share (the “Common Stock”), pre-funded warrants (the “Pre Funded Warrants”) to purchase Common Stock in lieu thereof (the “Pre-Funded Warrant Shares”) and warrants (the “Warrants”) to purchase Common Stock (the “Warrant Shares”) of the Company. The Common Stock, Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Warrants and the Warrant Shares are collectively referred to herein as the “Securities.” In order to induce you to enter into the Underwriting Agreement, and in light of the benefits that the Offering of the Common Stock will confer upon the undersigned in his or blue sky lawsher capacity as a security holder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, during the period beginning on and including the date of the Underwriting Agreement through and including the date that is the 90th day after the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Representative, directly or indirectly, (i) a certificate offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any Common Stock (including, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”) (such shares, the “Beneficially Owned Shares”)) or securities convertible into or exercisable or exchangeable for Common Stock; (ii) enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the Warrant economic risk of ownership of the Beneficially Owned Shares issuable upon such exerciseor securities convertible into or exercisable or exchangeable for Common Stock, free whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of restrictive legendsdisposition, or (iii) engage in any short selling of the Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. The restrictions set forth in the immediately preceding paragraph shall not apply to any transfers made by the undersigned (i) as a bona fide gift to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, (ii) an electronic delivery by will or intestate succession upon the death of the Warrant Shares undersigned, (iii) as forfeitures of Common Stock to satisfy tax withholding obligations of the undersigned in connection with the vesting or exercise of equity awards by the undersigned pursuant to the HolderCompany’s account at equity plans, (iv) pursuant to a net exercise or cashless exercise by the Depository Trust Company undersigned of outstanding equity awards pursuant to the Company’s equity plans, provided that that any Common Stock acquired upon the net exercise or cashless exercise of equity awards described in this clause (“DTC”iv) above shall be subject to the restrictions set forth in the immediately preceding paragraph, (v) pursuant to the conversion or sale of, or an offer to purchase, all or substantially all of the outstanding Common Stock, whether pursuant to a similar organizationmerger, unless tender offer or otherwise, or (vi) as a bona fide gift to a charity or educational institution; provided, however, that in the case of clause any transfer described in clauses (i) and (ii) above, it shall be a registration statement covering condition to the resale transfer that (x) the transferee executes and delivers to the Representative not later than one business day prior to such transfer, a written agreement, in substantially the form of this Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the Warrant undersigned and not to the immediate family of the transferee) and otherwise reasonably satisfactory in form and substance to the Representative, and (y) if the undersigned is required to file a report under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) reporting a reduction in beneficial ownership of Common Stock or Beneficially Owned Shares and naming or any securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares during the Holder Lock-Up Period (as the same may be extended as described above), the undersigned shall include a statement in such report to the effect that such transfer is being made as a selling stockholder thereunder gift or by will or intestate succession, as applicable. In addition, in the case of any transfer described in clauses (iii) and (iv) above, it shall be a condition to the transfer that if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Stock or Beneficially Owned Shares or any securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares during the Lock-Up Period (as the same may be extended as described above), the undersigned shall include a statement in such report to the effect that such transfer is being made for tax withholding obligations or for net exercise or cashless exercise purposes, as applicable. For purposes of this paragraph, “immediate family” shall mean a spouse, child, grandchild or other lineal descendant (including by adoption), father, father-in-law, mother, mother-in-law, brother or sister of the undersigned. Any Securities or Beneficially Owned Shares acquired by the undersigned in the open market after the date of this Agreement will not be subject to the restrictions set forth in this Agreement. After the date of this Agreement, the undersigned may at any time enter into a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act relating to the sale of Securities or Beneficially Owned Shares, if then effective permitted by the Company, provided that the shares subject to such plan shall be subject to the restrictions set forth in this Agreement during the Lock-Up Period. In order to enable this covenant to be enforced, the undersigned hereby consents to the placing of legends or stop transfer instructions with the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant Company’s transfer agent with respect to Rule 144 any Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. The undersigned further agrees that (i) it will not, during the Lock-Up Period (as the same may be extended as described above), make any demand or request for or exercise any right with respect to the registration under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Act of any Common Stock or other Beneficially Owned Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant securities convertible into or exercisable or exchangeable for Common Stock or other Beneficially Owned Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, and (ii) the Company may, but will not be required towith respect to any Common Stock or other Beneficially Owned Shares or any securities convertible into or exercisable or exchangeable for Common Stock or other Beneficially Owned Shares owned or held (of record or beneficially) by the undersigned, change its cause the transfer agent or other registrar to enter stop transfer instructions and implement stop transfer procedures with respect to such securities during the Lock-Up Period (as the same may be extended as described above). The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Agreement and that this Agreement has been duly executed and delivered by the undersigned and is a valid and binding Agreement of the undersigned. This Agreement and all authority herein conferred are irrevocable and shall survive the death or incapacity of the undersigned and shall be binding upon the undersigned and upon the heirs, personal representatives, successors and assigns of the undersigned. The undersigned acknowledges and agrees that whether or not any public offering of Securities actually occurs depends on a number of factors, including market conditions. It is understood and agreed that if its current transfer agent can(i) the Underwriting Agreement is not deliver Warrant Shares electronically through such a clearing corporation.executed by February 20 2023, (ii) the Company notifies you in writing that it does not intend to proceed with the Offering, (iii) the undersigned ceases to serve as an officer or director of the Company, or (iv) the Underwriting Agreement shall be terminated (other than the provisions that survive termination thereof) prior to payment for and delivery of the securities to be sold pursuant thereto, the undersigned shall be released from his or her obligations under the provisions of this Agreement. This lock-up agreement is intended for the benefit of the addressees hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York. Very truly yours, (Name of Stockholder – Please Print) (Signature) Address:

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt Date(“Warrant Exercise Date”), provided that payment of the Exercise PricePrice for the Warrant Shares has been made in any manner permitted by Section 10 of this Warrant by the close of the second (2nd) Trading Day after the Exercise Date) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or and the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to restriction under Rule 144 under the Securities ActAct (such transferability without restriction to be evidenced by an opinion of counsel reasonably satisfactory to the Company) by Holders who are not affiliates of the Company, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the volume weighted average price of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the The Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such holder Warrant Shares in such other name may be made accordance with the terms of the Warrant. Date: , Name of Registered Holder By: Name: Title: ACKNOWLEDGMENT The Company hereby acknowledges this Exercise Notice and hereby directs American Stock Transfer and Trust Company to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated May , 2006 from the Company and acknowledged and agreed to by American Stock Transfer and Trust Company. XXXXXX, INC. By: Name: Title: EXHIBIT III FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT American Stock Transfer and Trust Company Operations Center 0000 00xx Xxxxxx Xxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attn: Xx. Xxxxx Xxxxxxxxx Re: Xxxxxx, Inc. Ladies and Gentlemen: We are counsel to Xxxxxx, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of May 23, 2006 (the “Securities Purchase Agreement”), entered into by and among the Company and the buyers named therein (collectively, the “Holders”) pursuant to an available exemption from which the registration requirements Company issued to the Holders secured convertible notes (the “Notes”) convertible into the Company’s common stock, par value $.01 per share (the ”Common Stock”) and warrants exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Securities Act and all applicable state securities or blue sky laws)Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTCRegistration Rights Agreement”) or a similar organizationpursuant to which the Company agreed, unless in the case of clause (i) and (ii) a registration statement covering among other things, to register the resale of the Warrant Shares Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon exercise of the Warrants under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on , 2006, the Company filed a Registration Statement on Form S-3 (File No. 333- ) (the “Registration Statement”) with the Securities and naming Exchange Commission (the Holder “SEC”) relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder is not then thereunder. In connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the Warrant Shares SEC and the Registrable Securities are not available for resale under the 1933 Act pursuant to the Registration Statement. This letter shall serve as our standing opinion to you that the Common Stock are freely transferable without volume and manner of sale restrictions by the Holders pursuant to Rule 144 under the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated May 23, 2006. This letter shall serve as our standing opinion with regard to this matter. Very truly yours, [ISSUER’S COUNSEL] By: CC: [LIST NAMES OF HOLDERS] EXHIBIT L [LETTERHEAD OF COMPANY’S COUNSEL] , 2006 To: [Insert Purchasers] Ladies and Gentlemen: We have acted as counsel to Xxxxxx, Inc., a Delaware corporation (the “Company”), a wholly-owned subsidiary of the Company, Xxxxxx Traffic Systems, Inc., a Delaware corporation (“NTSI”) and a wholly-owned subsidiary of NTSI, CrossingGuard, Inc., a Delaware corporation (“CrossingGuard”, and together with NTSI, the “Subsidiaries”), in connection with the transactions contemplated by the Securities ActPurchase Agreement, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares dated as of May 24, 2006 (the Exercise Date. If “Securities Purchase Agreement”), by and among each of the Warrant Shares are to be issued free purchasers set forth on the execution pages of all restrictive legendsthe Securities Purchase Agreement (individually, a “Purchaser” and collectively, the “Purchasers”), the Company shalland U.S. Bank National Association, upon as collateral agent for the written Purchasers (“Collateral Agent”). Unless otherwise indicated, capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Securities Purchase Agreement. This Opinion is provided to you at the request of the HolderCompany and with its consent. The section titles used herein are for convenience of reference only and should not be used in the construction or interpretation of any provision hereof. Governing Law We are members of the bar of the State of Rhode Island (the “State”) and, use except as noted in the following sentence, are therefore rendering this opinion only with respect to the laws of the State (without regard to its reasonable best efforts conflicts of law rules) and the United States of America, each as in effect on the date hereof. As we have previously advised you, we are not members of the bar of the State of Delaware (the “Foreign State”) and are rendering this opinion only with respect to deliverArticles 8 and 9 of the Uniform Commercial Code, as adopted and in effect in the Foreign State on the date hereof (the “Delaware UCC”) and the Delaware General Corporation Law, as adopted and in effect in the Foreign State on the date hereof (the “Delaware Corporate Law”), in each case, without regard to any judicial interpretation thereof. Accordingly, with your permission, we are relying solely on the statutory language of the Delaware UCC and the Delaware Corporate Law in rendering the opinions herein relating to the Delaware UCC and to the Delaware Corporate Law and have not undertaken any independent investigation, inquiry or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, thatanalysis of any judicial interpretation of the Delaware UCC, the Company mayDelaware Corporate Law or any other law of the Foreign State. We have also assumed that the effect of perfection or non-perfection of a security interest in the Collateral as to which our perfection opinion in numbered opinion 13 is rendered is governed by the laws of the Foreign State. We call your attention to the fact that each of the Transaction Documents (as hereinafter defined) is governed by the law of the State of New York (the “Governing Law State”). For purposes of rendering the enforceability opinion in numbered opinion 3 below and the opinion in the first sentence of numbered opinion 13 below, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationwe have assumed with your permission that the laws of the Governing Law State are identical to those of the State.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) five Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise PriceDate) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and if the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a another established clearing corporation performing similar organizationfunctions, unless unless, in the case of clause clauses (i) and (ii) a registration statement covering the resale above, restrictive legends are required under Section 4.17 of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities ActUnderwriting Agreement, in which case case, such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legendslegends as provided under Section 4.17 of the Underwriting Agreement, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, provided that the Company may, but will shall not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.

Delivery of Warrant Shares. (a) To effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless this Warrant is being exercised in full or for all of the remaining Warrant Shares issuable hereunder.Upon delivery of the Exercise Notice (ain the form attached hereto) Upon exercise to the Company (with the attached Warrant Shares Exercise Log) at its address for notice set forth herein and upon payment of this Warrantthe Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, the Company shall promptly (but in no event (i) later than three (3Trading Days) Trading Days after the Date of Exercise Date or (ii) prior to the receipt of the Exercise Priceas defined herein) issue or cause and deliver to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise. The Company shall, free of restrictive legends, or (ii) an electronic delivery upon request of the Warrant Shares Holder and subsequent to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) date on which a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then Shares, if any, has been declared effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the HolderSEC, use its reasonable best efforts to deliver, or cause to be delivered, deliver Warrant Shares hereunder electronically through DTC the Depository Trust Company or another established clearing corporation performing similar functions, if available; , provided, that, the Company may, but will not be required to, to change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through the Depository Trust Company. A "Date of Exercise" means the date on which the Holder shall have delivered to the Company: (i) the Exercise Notice (with the Warrant Exercise Log attached to it), appropriately completed and duly signed and (ii) payment of the Exercise Price for the number of Warrant Shares so indicated by the Holder to be purchased. Payment of the Exercise Price shall be made in cash by check or wire transfer in immediately available funds for the number of Warrant Shares being purchased by the Holder upon such a clearing corporationexercise.

Delivery of Warrant Shares. (a) (a) Upon exercise 5.1 Other than as may be required in connection with registration of a transfer of this Warrant, the Holder shall not be required to physically surrender this Warrant unless this Warrant is being exercised in full. To effect exercises hereunder, the Holder shall duly execute and deliver to the Company at its address for notice set forth herein (or to such other address as the Company may designate by notice in writing to the Holder), an Exercise Notice in the form of Annex B hereto, along with the Warrant Share Exercise Log in the form of Annex C hereto, and shall pay the Exercise Price, if applicable, multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder. The Company shall promptly (but in no event (i) later than three (3) Trading Days after the Date of Exercise Date or (ii) prior to the receipt of the Exercise Priceas defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise. The Company shall, free of restrictive legends, or (ii) an electronic delivery upon request of the Warrant Shares Holder, and subsequent to the Holder’s account at the Depository Trust Company (“DTC”) or date on which a similar organization, unless in the case of clause (i) and (ii) a registration statement Registration Statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then has been declared effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the HolderSEC, use its commercially reasonable best efforts to deliver, or cause to be delivered, deliver Warrant Shares hereunder electronically through DTC the Depository Trust Corporation or another established clearing corporation performing similar functions. A “Date of Exercise” for purposes of this Warrant, means the date on which the Holder shall have delivered to the Company: (i) the Exercise Notice (with the Warrant Exercise Log attached to it), appropriately completed and duly signed and (ii) if available; providedsuch Holder is not utilizing the cashless exercise provisions set forth in this Warrant, thatpayment of the Exercise Price for the number of Warrant Shares so indicated by the Holder to be purchased. If by the third Trading Day after the Date of Exercise, the Company mayfails to deliver the required number of Warrant Shares, but the Holder will not be have the right to rescind the exercise. If by the third Trading Day after a Date of Exercise, the Company fails to deliver the required tonumber of Warrant Shares, change its transfer agent and if its current transfer agent cannot after such third Trading Day and prior to the receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Warrant Shares electronically through which the Holder anticipated receiving upon such exercise (a clearing corporation“Buy In”), then the Company shall (i) pay in cash to EXHIBT 10.63 the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue by (B) the closing bid price of the Common Stock on the exercise date and (ii) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Warrant Shares that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy In.

Delivery of Warrant Shares. (a) (aSubject to Section 5(c) Upon below and the limitations set forth in Section 12, upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise PriceDate) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided thatdesignate, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise or credit the Holder’s balance account with DTC for the Warrant Shares issuable upon such exercise, in either case, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or legends unless a similar organization, unless in the case of clause (i) and (ii) a registration statement Registration Statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or and the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends144. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If within three (3) Trading Days after the Warrant Shares are to be issued free of all restrictive legendsExercise Date, the Company shall, shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the written request of Holder’s exercise hereunder, then, in addition to the Holder, use its reasonable best efforts rights set forth in Section 5(c) below and the right to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, thatobtain specific performance, the Company may, but will shall pay in cash to the Holder on each day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not be required to, change its transfer agent if its current transfer agent cantimely effected an amount equal to one percent (1%) of the product of (A) the aggregate number of shares of Common Stock not deliver Warrant Shares electronically through issued to the Holder on a timely basis and to which the Holder is entitled and (B) the Closing Price of the Common Stock on the Trading Day immediately preceding the last possible date on which the Company could have issued such a clearing corporationshares of Common Stock to the Holder without violating Section 5(a).

Delivery of Warrant Shares. (a) (a) Upon exercise Other than as may be required in connection with registration of a transfer of this Warrant, the Holder shall not be required to physically surrender this Warrant unless this Warrant is being exercised in full. To effect exercises hereunder, the Holder shall duly execute and deliver to the Company at its address for notice set forth herein (or to such other address as the Company may designate by notice in writing to the Holder), an Exercise Notice in the form of Annex B hereto, along with the Warrant Share Exercise Log in the form of Annex C hereto, and shall pay the Exercise Price, if applicable, multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder. The Company shall promptly (but in no event later EXHIBIT 10.68 than five (i5) later than three (3) Trading Business Days after the Date of Exercise Date or (ii) prior to the receipt of the Exercise Priceas defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise. A "Date of Exercise" for purposes of this Warrant, free of restrictive legends, or (ii) an electronic delivery of means the Warrant Shares date on which the Holder shall have delivered to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause Company: (i) the Exercise Notice (with the Warrant Exercise Log attached to it), appropriately completed and duly signed and (ii) a registration statement covering if such Holder is not utilizing the resale cashless exercise provisions set forth in this Warrant, payment of the Exercise Price for the number of Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated indicated by the Holder to receive be purchased. If by the (5th) fifth Business Day after the Date of Exercise, the Company fails to deliver the required number of Warrant Shares, shall be deemed the Holder will have the right to have become rescind the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationexercise.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the The Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date deliver to Holder, or (ii) prior to the receipt of the Exercise Price) issue its designee or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names agent as the Holder may designate (provided thatspecified below, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that accordance with the terms of the Holder or an Affiliate of the Holder, it Warrant. Delivery shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated for its benefit, to the following address: HOLDER (Print name) By: Title: AMENDED AND RESTATED WARRANT ORIGINALLY ISSUED , 2013 WARRANT NO. A-[XX] FORM OF ASSIGNMENT To be completed and signed only upon transfer of Warrant FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the right represented by the Holder within Warrant to receive purchase shares of Common Stock to which the within Warrant Shares, shall be deemed relates and appoints attorney to have become transfer said right on the holder of record of such Warrant Shares as books of the Exercise DateCompany with full power of substitution in the premises. If Dated: TRANSFEROR: (Print name) By: Title: TRANSFEREE: (Print name) (Address of Transferee) In the Warrant Shares are presence of: EXHIBIT B FORM OF AMENDED AND RESTATED CONVERTIBLE NOTE AMENDED AND RESTATED 13% SENIOR SECURED CONVERTIBLE NOTE $[ ] [ ,2013] N-[XX] THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS (II) PURSUANT TO RULE 144 OF THE SECURITIES ACT OR (III) IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER. THIS SECURITY IS SUBJECT TO FURTHER RESTRICTIONS ON TRANSFER AND OTHER CONDITIONS AS SET FORTH IN THE REGISTRATION RIGHTS AGREEMENT COPIES OF WHICH ARE ON FILE AT THE OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH SECURITY UPON WRITTEN REQUEST. FOR VALUE RECEIVED, EMISPHERE TECHNOLOGIES, INC., a Delaware corporation (the “Company”), hereby promises to be issued free pay to the order of all restrictive legends[MHR Entity] LP, a [ ] limited partnership (the “Holder”), the Company shallprincipal amount of [ ] MILLION DOLLARS ($[ ]), upon on the written request terms set forth herein. The obligations under this Amended and Restated 13% Senior Secured Convertible Note (this “Note”) are secured by a first priority security interest in substantially all assets of the Holder, use its reasonable best efforts Company pursuant to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationSecurity Agreement and the other Security Documents.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided thatdesignate, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, exercise (i) free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) legends if sold under a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective stockholder, or the Warrant Shares (ii) if such shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, such certificate will bear the legends set forth in which case such Holder shall receive a certificate for Section 4.1(b) of the Warrant Shares issuable upon such exercise with appropriate restrictive legendsPurchase Agreement. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the The Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or to cause its transfer agent to be delivereddeliver, Warrant Shares hereunder electronically through DTC The Depository Trust Company or another established clearing corporation performing similar functions. (b) This Warrant is exercisable, if available; providedeither in its entirety or, thatfrom time to time, for a portion of the number of Warrant Shares. Upon surrender of this Warrant following one or more partial exercises, the Company mayshall issue or cause to be issued, but will not be required toat its expense, change its transfer agent if its current transfer agent cannot a New Warrant evidencing the right to purchase the remaining number of Warrant Shares. (c) The Company’s obligations to issue and deliver Warrant Shares electronically through in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a clearing corporation.decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof. 5. Charges, Taxes and Expenses. Issuance and delivery of certificates for shares of Common Stock upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (iiDate) prior transmit to the Holder and the Transfer Agent, by email or facsimile, an acknowledgment of confirmation of receipt of the Exercise Notice and funds representing the Exercise Price. On or before the fourth (4th) issue or cause to be issued and cause to be delivered to or Trading Day following the date of the Company's receipt of the Exercise Notice (the "Share Delivery Date"), the Company shall (x) provided that the Transfer Agent is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, upon the written order request of the Holder and in Holder, credit such name or names as aggregate number of Warrant Shares to which the Holder may designate is entitled pursuant to such exercise to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system, or (provided that, y) if the Registration Statement Transfer Agent is not effective participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the Holder directs address as specified in the Company to deliver Exercise Notice, a certificate for certificate, registered in the Warrant Shares Company's share register in a the name other than that of the Holder or an Affiliate its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon receipt by the Company of the Holder, it shall deliver to the Company on Exercise Notice and funds representing the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws)Price, (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares as are credited to the Holder's DTC account or the date of delivery of the Exercise Datecertificates evidencing such Warrant Shares, as the case may be. If the Warrant Shares No fractional shares of Common Stock are to be issued free of all restrictive legends, the Company shall, upon the written request exercise of this Warrant, but rather the Holder, use its reasonable best efforts to deliver, or cause number of shares of Common Stock to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, issued shall be rounded down to the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationnearest whole number.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the The Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such holder Warrant Shares in such other name may be made accordance with the terms of the Warrant. Date: __, ______ Name of Registered Holder By: Name: Title: ACKNOWLEDGMENT The Company hereby acknowledges this Exercise Notice and hereby directs American Stock Transfer & Trust Company to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated March ___, 2007 from the Company and acknowledged and agreed to by American Stock Transfer & Trust Company. TOREADOR RESOURCES CORPORATION By: Name: Title: EXHIBIT II FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT American Stock Transfer & Trust Company 50 Xxxxxx Xxxx – Pxxxx Xxxxx Xxx Xxxx, XX 00000 Attn: Ixxxx Xxxxx Re: Toreador Resources Corporation Ladies and Gentlemen: We are counsel to Toreador Resources Corporation, a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of March 21, 2007 (the “Securities Purchase Agreement”), entered into by and among the Company and the buyers named therein (collectively, the “Holders”) pursuant to an available exemption from which the registration requirements Company issued to the Holders its shares of the Securities Act Company’s Common Stock, par value $0.15625 per share (the “Common Stock”) and all applicable state securities or blue sky lawswarrants exerciable for shares of Common Stock (the “Warrants”), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares . Pursuant to the Holder’s account at Securities Purchase Agreement, the Depository Trust Company also has entered into a Registration Rights Agreement with the Holders (the “DTCRegistration Rights Agreement”) or a similar organizationpursuant to which the Company agreed, unless in the case of clause (i) and (ii) a registration statement covering among other things, to register the resale of the Warrant Shares Registrable Securities (as defined in the Registration Rights Agreement) under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ___, 2007, the Company filed a Registration Statement on Form S-1 (File No. 333- ) (the “Registration Statement”) with the Securities and naming Exchange Commission (the Holder “SEC”) relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder is not then thereunder. In connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the Warrant Shares SEC and the Registrable Securities are not available for resale under the 1933 Act pursuant to the Registration Statement. Subject to the specific prohibitions contained in the Registration Rights Agreement regarding the inability to use the Registration Statement under specific circumstances (the “Registration Statement Limitations”) and in reliance upon the Holders’ representations and covenants in Section 2(g) of the Securities Purchase Agreement, this letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable without volume and manner of sale restrictions by the Holders pursuant to Rule 144 the Registration Statement provided that the prospectus delivery requirements, if any, are complied with. Subject to the Registration Statement Limitations, you need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s Transfer Agent Instructions dated March ___, 2007. Very truly yours, HXXXXX AND BXXXX, LLP By: CC: [LIST NAMES OF HOLDERS] EXHIBIT D March ___, 2007 Each of the Investors set forth on the Schedule of Buyers to the Purchase Agreement (defined below) at the respective addresses set forth in the Schedule of Buyers Ladies and Gentlemen: We have acted as special counsel to Toreador Resources Corporation, a Delaware corporation (the “Company”) in connection with the transactions contemplated by the Securities Purchase Agreement (the “Purchase Agreement”), dated as of March ___, 2007, by and among the Company and each person set forth under the Securities Actcolumn “Buyer” on the Schedule of Buyers thereto (each a “Buyer” and, in which case such Holder shall receive a certificate for collectively, the Warrant Shares issuable upon such exercise with appropriate restrictive legends“Buyers”). The Holder, or any Person permissibly so designated by Pursuant to the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legendsPurchase Agreement, the Company shall, upon is to issue and the written request Buyers are to purchase an aggregate of shares of the HolderCompany’s common stock, use its reasonable best efforts par value $0.15625 per share (the “Common Stock”) and the warrants (the “Warrants”) exercisable into an aggregate maximum number of ___ shares of Common Stock (the “Warrant Shares”) . The opinions expressed below are being delivered to deliverthe Buyers in accordance with Section 7(ii) of the Purchase Agreement. Capitalized terms used herein, or cause to be deliveredunless otherwise defined herein, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, have the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationrespective meanings set forth in the Purchase Agreement.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) two Trading Days after the Exercise Date or (ii) prior Date), credit such aggregate number of shares of Common Stock to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of which the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made entitled pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares exercise to the Holder’s or its designee’s balance account at the with The Depository Trust Company (“DTC”) through its Deposit Withdrawal Agent Commission system, or if the Holder exercises this Warrant at a similar organization, unless time when the Holder may not sell the Warrant Shares without restriction or limitation either (I) pursuant to Rule 144 of the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) of the case Securities Act (or the Holder does not undertake to resell such Warrant Shares promptly after issuance while the Company is in compliance with the public information requirements of clause Rule 144(c)(1)) or (iII) and (ii) a pursuant to an effective registration statement covering registering the resale of the Warrant Shares, then the Company may satisfy the delivery of Warrant Shares via book-entry that may bear a legend regarding restriction on transferability, and naming the Company shall issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a book-entry confirmation, registered in the Company’s share register in the name of the Holder as a selling stockholder thereunder or its designee, for the number of shares of Common Stock to which the Holder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions entitled pursuant to Rule 144 under such exercise. The Company agrees to maintain a transfer agent that is a participant in the Securities Act, in which case such Holder shall receive a certificate for the FAST program so long as this Warrant Shares issuable upon such exercise with appropriate restrictive legendsremains outstanding and exercisable. The Holder, or any Person natural person or legal entity (each, a “Person”) permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If , irrespective of the date such Warrant Shares are credited to be issued free the Holder’s DTC account or the date of all restrictive legends, the Company shall, upon the written request delivery of the Holdercertificates evidencing such Warrant Shares, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, as the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationcase may be.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise PriceDate) issue or cause to be issued and deliver or cause to be delivered to or upon the written order of the Holder and Holder, in such name or names as the Holder may designate (provided thatdesignate, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends(the “Certificate”)bearing a legend in the following form: THIS SECURITY HAS NOT 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. THIS SECURITY IS ALSO SUBJECT TO CERTAIN LOCK-UP AGREEMENT BY AND BETWEEN MARATHON PATENT GROUP, INC. AND DBD CREDIT FUNDING LLC DATED JANUARY 29, 2015. The Holder, or any Person permissibly so designated by the Holder to receive the Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.

Delivery of Warrant Shares. (a) (a) Upon Subject to Section 4(b), upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than two (2) Trading Days after the Exercise Date (or three (3) Trading Days after the Exercise Date or (ii) prior to if the receipt last of the Exercise PriceNotice, the Exercise Price (if applicable) and the opinion of counsel referred to below in this Section 5(a) (if applicable) is delivered after 5:00 P.M., New York City time, on the Exercise Date) or as soon as reasonably practicable in the event that a certificate is requested) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, or (ii), if requested by the Holder, a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate book-entry notation for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its commercially reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the The Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Holder, or its designee or agent as specified below, _____________ Warrant Shares in such other name may be made pursuant to an available exemption from book-entry form through the registration requirements facilities of The Depositary Trust Company or certificate form in accordance with the terms of the Securities Act Warrant. ______________________ ______________________ ______________________ The undersigned represents (a) that it has such knowledge and all applicable state securities or blue sky laws), (i) a certificate for experience in financial and business matters that it is capable of evaluating the Warrant Shares issuable upon such exercise, free merits and risks of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless its investment in the case of clause (i) Common Stock; and (iib) a that it can bear the economic risk of its investment in the Common Stock and can afford to lose its entire investment in the Common Stock. The undersigned agrees that the Common Stock may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, except pursuant to an exemption from such act. The undersigned represents that it has tendered payment for such shares of Common Stock to the Company in which case such Holder shall receive a certificate for the form indicated above. If the number of shares of Common Stock purchased is less than all of the Warrant Shares issuable upon such evidenced hereby, and the undersigned is surrendering the Warrant in connection with the exercise with appropriate restrictive legends. The Holderhereof, or any Person permissibly so designated by the Holder undersigned requests that a new Warrant representing the remaining shares of Common Stock subject to receive the Warrant Shares, shall be deemed issued and delivered to have become the holder of record of such Warrant Shares as of the Exercise Dateundersigned. If the original Warrant Shares are is not surrendered in connection with the exercise hereof: (a) the undersigned represents that it has not sold, assigned, pledged, transferred, hypothecated, or otherwise disposed of the original Warrant or any interest therein or represented thereby and hereby agrees to be issued free of all restrictive legends, fully and forever indemnify and hold harmless the Company shalland each of its successors, upon the written request assigns and EXHIBIT 4.5 affiliates from any loss, cost, damages or expense (including reasonable attorneys’ fees) of any kind or nature whatsoever it may hereinafter suffer or incur in connection with or as a result of the Holderundersigned’s failure to surrender the original Warrant in connection with such exercise; and (b) the undersigned will as promptly as reasonably practicable after the delivery of this Subscription to the Company (and in any event within five Business Days), use its reasonable best efforts to deliver, or cause to be delivered, the original Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, thatto the Company. DATED: (Signature must conform in all respects to name of holder as specified on the face of the Warrant) (Address) EXHIBIT 4.5 FORM OF ASSIGNMENT FOR VALUE RECEIVED, the Company mayundersigned, but will not be required tothe holder of the attached Warrant, change its transfer agent if its current transfer agent cannot deliver hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant Shares electronically through such a clearing corporation.unto: Name of Assignee Address (Signature must conform in all respects to name of holder as specified on the face of the Warrant) [Holder] By: Name: Title:

Delivery of Warrant Shares. The Company shall deliver to the holder Warrant Shares in accordance with the terms of the Warrant. Date: , _____________________________________ Name of Registered Holder By: Name: Title: ACKNOWLEDGMENT The Company hereby acknowledges this Exercise Notice and hereby directs American Stock Transfer & Trust Company to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated [ ], 200_ from the Company and acknowledged and agreed to by American Stock Transfer & Trust Company. VERENIUM CORPORATION By: Name: Title: EXHIBIT B Form of Lock Up Agreement October 6, 2009 LAZARD CAPITAL MARKETS LLC 00 Xxxxxxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Verenium Corporation Offering of Units Dear Sirs: In order to induce Lazard Capital Markets LLC (“Lazard”), to enter in to a certain Underwriting Agreement with Verenium Corporation, a Delaware corporation (the “Company”), with respect to the public offering (the “Offering”) of Units consisting of the Company’s Common Stock, par value $0.001 per share (“Common Stock”) and warrants to purchase the Common Stock, the undersigned hereby agrees that for a period (the “Lock-up Period”) of ninety (90) days following the date of the final prospectus filed by the Company with the Securities and Exchange Commission in connection with the Offering, the undersigned will not, without the prior written consent of Lazard, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, shares of Common Stock or any such securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as the same may be amended or supplemented from time to time (such shares or securities, the “Beneficially Owned Shares”)), (ii) enter into any swap, hedge or other agreement or arrangement that transfers in whole or in part, the economic risk of ownership of any Beneficially Owned Shares or (iii) engage in any short selling of any Beneficially Owned Shares. The foregoing sentence shall not apply to (a) transfers of any Beneficially Owned Shares as a bona fide gift or pledge, (b) in the case of a natural person, transfers of any Beneficially Owned Shares by will or intestate succession or to any trust or partnership for the direct or indirect benefit of the undersigned or any member of the immediate family of the undersigned, (c) in the case of a non-natural person, distributions of any Beneficially Owned Shares to general or limited partners or stockholders or members of the undersigned, (d) in the case of a non-natural person, transfers of any Beneficially Owned Shares (A) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement or (B) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate of the undersigned and such transfer is not for value, (e) the “net” exercise of outstanding options to purchase Common Stock in accordance with their terms, or (f) transfers pursuant to a sale or an offer to purchase 100% of the outstanding Common Stock, whether pursuant to a merger, tender offer or otherwise, to a third party or group of third parties; provided that in the case of any transfer or distribution pursuant to clauses (a), (b), (c) Upon or (d), each donee, pledgee, distributee or transferee shall sign and deliver a lock-up agreement substantially in the form of this Agreement; and provided, further, that any Common Stock acquired upon the net exercise of options described in clause (e) above shall be subject to the restrictions imposed by this WarrantAgreement, and no such net exercise of options shall involve any disposition of Common Stock into the Company public market. For the purposes of this paragraph, “immediate family” shall promptly mean spouse, domestic partner, lineal descendant (but in no event including adopted children), father, mother, brother, or sister of the transferor. If (i) later than three the Company issues an earnings release or material news or a material event relating to the Company occurs during the last seventeen (317) Trading Days after days of the Exercise Date Lock-up Period, or (ii) prior to the receipt expiration of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon Lock-up Period, the written order Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Holder and in such name or names as Lock-up Period, the Holder may designate (provided that, if restrictions imposed by this Agreement shall continue to apply until the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that expiration of the Holder or an Affiliate of the Holder, it shall deliver to the Company eighteen (18)-day period beginning on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant the earnings release or the occurrence of the material news or material event. Anything contained herein to the contrary notwithstanding, any person to whom shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares in such other name may are transferred from the undersigned shall be made bound by the terms of this Agreement. In addition, the undersigned hereby waives, from the date hereof until the expiration of the ninetieth (90th) day following the date of the Company’s final prospectus, any and all rights, if any, to request or demand registration pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state of 1933, as amended, of any shares of Common Stock or securities convertible into or blue sky laws)exercisable or exchangeable for Common Stock that are registered in the name of the undersigned or that are Beneficially Owned Shares. In order to enable the aforesaid covenants to be enforced, the undersigned hereby consents to the placing of legends and/or stop transfer orders with the transfer agent of the Common Stock with respect to any shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares. If (i) a certificate for the Warrant Shares issuable upon such exerciseCompany notifies Lazard in writing that it does not intend to proceed with the Offering, free of restrictive legends, or (ii) an electronic for any reason the Offering is terminated prior to the payment for and delivery of the Warrant Shares to Units or (iii) the Holder’s account at Offering shall not have been completed by October 31, 2009, then upon the Depository Trust Company (“DTC”) or a similar organizationoccurrence of any such event, unless in this Agreement shall immediately be terminated and the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, undersigned shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Datereleased from its obligations hereunder. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.[Signatory] By: Name:

Delivery of Warrant Shares. The Warrant Agent shall, within a reasonable time after request, advise the Company and the transfer agent and registrar in respect of (a) (a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver issuable upon such exercise as to the Company on number of Warrants exercised in accordance with the Exercise Date an opinion terms and conditions of counsel reasonably satisfactory to the Company to the effect that the issuance of such this Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws)Agreement, (ib) a certificate for the instructions of each registered holder or Participant, as the case may be, with respect to delivery of the Warrant Shares issuable upon such exercise, free and the delivery of restrictive legendsdefinitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (iid) an electronic delivery such other information as the Company or such transfer agent and registrar shall reasonably require. Provided that the Warrant Agent has received funds in the amount of the Warrant Price, the Company shall, by 5:00 P.M., New York City time, on or before the third Trading Day next succeeding the Exercise Date of any Warrant (the “Warrant Shares Delivery Date”), execute, issue and deliver to the Warrant Agent, the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) which such registered holder or a similar organizationParticipant, unless in as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such registered holder or the Participant, as the case may be. Upon receipt of clause (i) and (ii) a registration statement covering such Warrant Shares, the resale Warrant Agent shall, by 5:00 P.M., New York City time, on the next business day after receiving the Warrant Shares, transmit such Warrant Shares to or upon the order of the Warrant Shares and naming registered holder or Participant, as the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner case may be. In lieu of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for delivering physical certificates representing the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holderexercise, or any Person permissibly so designated by provided the Holder to receive Warrant Shares, shall be deemed to have become Company’s transfer agent is participating in the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legendsDepository’s Fast Automated Securities Transfer program, the Company shall, upon the written request of the Holder, shall use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver to electronically transmit the Warrant Shares electronically issuable upon exercise to the Depository by crediting the account of the registered holder’s prime broker with the Depository or of the Participant, as the case may be, through such a clearing corporationits Deposit Withdrawal Agent Commission system. The time periods for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) two Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise PriceDate) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, Act pursuant to transactions in which case the current public information requirements under paragraph (c)(1) of such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. rule do not apply.The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC The Depository Trust Company (“DTC”) or another established clearing corporation performing similar functions, if available; provided, that, (i) the Holder has complied with the Company’s reasonable requirements in this regard, including providing particulars of the DTC “Deposit or Withdrawal Custodian System” (“DWAC”) account the Holder will be using; and (ii) the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.For purposes hereof, “Trading Day” means any day on which the NYSE American, or such other principal market or exchange on which the Common Shares are listed or quoted for trading on the date in question, is open for business.

Delivery of Warrant Shares. To effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless this Warrant is being exercised as to all of the Warrant Shares represented by this Warrant. Upon delivery of the duly executed Exercise Notice (ain the form attached hereto) to Whitehorse (awith the attached Warrant Shares Exercise Log) Upon at its address for notice set forth herein and if such Holder is not utilizing the cashless exercise of provisions set forth in this Warrant, upon payment of the Company Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, Whitehorse shall promptly (but in no event (i) later than three (3) five Trading Days after the Date of Exercise Date or (ii) prior to the receipt of the Exercise Priceas defined herein)) issue or cause and deliver to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise; provided, free of restrictive legendshowever, or that if Abax Global Opportunity Fund, as the collateral agent for the Holder (ii) an electronic delivery together with successor collateral agent, the “Collateral Agents”), is then in possession of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organizationPledged Shares, unless then in the case lieu of clause (i) and (ii) a registration statement covering the resale of Whitehorse so delivering the Warrant Shares and naming Shares, the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder Collateral Agent shall receive a certificate for cause the Warrant Shares issuable upon such exercise to be issued to the Holder. A “Date of Exercise” means the date on which the Holder shall have delivered to Whitehorse: (i) the Exercise Notice (with appropriate restrictive legends. The Holderthe Warrant Exercise Log attached to it), or any Person permissibly appropriately completed and duly signed and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in this Warrant, payment of the Exercise Price for the number of Warrant Shares so designated indicated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationpurchased.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the The Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such holder __________________ Warrant Shares in accordance with the terms of the Warrant. Date: (Print Name of Registered Holder) By: Name: Title: EXHIBIT B ASSIGNMENT OF WARRANT (To be signed only upon authorized transfer of the Warrant) For Value Received, the foregoing Common Stock Purchase Warrant and all rights evidenced thereby are hereby assigned to . By accepting such other name may transfer, the transferee acknowledges that it has reviewed the within Common Stock Purchase Warrant and has agreed to be made pursuant to bound in all respects by its terms and conditions; and such transferee represents and warrants that it is an available exemption from the registration requirements “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended. Holder Date: (Signature) * (Name) (Address) (Social Security or Tax Identification No.) * The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s) and all applicable state securities or blue sky lawstitle(s) with such entity. Transferee 1 Date: (Signature) (Name) (Address) Exhibit B NEITHER THIS WARRANT NOR THE SECURITIES AS TO WHICH THIS WARRANT MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (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. IN ADDITION, EXERCISE OF THIS WARRANT IS SUBJECT TO LIMITATIONS SPECIFIED IN THIS WARRANT. COMMON STOCK PURCHASE WARRANT TRANS WORLD ENTERTAINMENT CORPORATION Warrant Shares: 14,041 Date of Issuance: March 30, 2020 (the “Issuance Date”) THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received (in connection with Kick-Start III, LLC providing a $300,000 loan to Etailz, Inc. (“Etailz”), a subsidiary of Trans World Entertainment Corporation (i) a certificate for the Warrant Shares issuable upon such exercise“Company”)), free of restrictive legendsKick-Start III, or LLC (ii) an electronic delivery of including its permitted and registered assigns, the Warrant Shares to the “Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shallentitled, upon the written request terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from the Holder, use its reasonable best efforts Company up to deliver, or cause to be delivered, 14,041 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share. The number of Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, for which this Warrant may be exercised is subject to adjustment in accordance with the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationterms hereof.

Delivery of Warrant Shares. The Company shall deliver to the holder Warrant Shares in accordance with the terms of the Warrant. : Dated (aName of Registered Holder) By: Name: Title: FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to , Federal Identification No. , a warrant to the common shares of XXXXXX XXXXXXX LTD., a Bermuda company, represented by warrant certificate no. , standing in the name of the undersigned on the books of said company. The undersigned does hereby irrevocably constitute and appoint , attorney to transfer the warrants of said company, with full power of substitution in the premises. : Dated (aName of Registered Holder) Upon By: Name: Title: Exhibit B [DTC LEGEND UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.][to be included in global Warrant Certificates held through DTC] Form of Class B Warrant VOID AFTER 5 P.M. EASTERN TIME ON________, 2007 (EXCEPT AS PROVIDED IN THE WARRANT AGREEMENT) WARRANTS TO PURCHASE COMMON SHARES Warrants Xxxxxx Xxxxxxx Ltd. CUSIP: THIS CERTIFIES THAT ____________________ or registered assigns, is the registered holder of the number of Warrants (“Warrants”) set forth above. Each Warrant is issued by Xxxxxx Xxxxxxx Ltd. a Bermuda company, (the “Company”) as provided in the Warrant Agreement, hereinafter more fully described (the “Warrant Agreement”), and will entitle the holder thereof to purchase from the Company, subject to the terms and conditions set forth hereinafter and in the Warrant Agreement, at any time on or after September 24, 2005 and before the close of business on September 24, 2007, subject to extension, in certain circumstances, as described in the Warrant Agreement (the “Expiration Date”) that number of fully paid and non-assessable Common Shares of the Company (“Common Shares”) described in the Schedule B to the Warrant Agreement, or, in certain circumstances described in the Warrant Agreement, Preferred Shares, subject to adjustments as provided in the Warrant Agreement, upon presentation and surrender of this Warrant Certificate, with the instructions for the registration and delivery of Common Shares filled in, at the stock transfer office in New York, New York, of Mellon Investor Services LLC, Warrant Agent of the Company (“Warrant Agent”) or of its successor warrant agent or, if there be no successor warrant agent, at the corporate offices of the Company, and upon payment of the Exercise Price (as defined in the Warrant Agreement) and any applicable taxes paid either in cash, or by certified or official bank check, payable in lawful money of the United States of America to the order of the Company. Each Warrant will entitle the holder to purchase Common Shares for $0.4689 per Common Share or, in certain circumstances, Preferred Shares as provided in the Warrant Agreement (subject to adjustments as provided in the Warrant Agreement). The number and kind of securities or other property for which the Warrants are exercisable are subject to adjustment to prevent dilution. All Warrants not theretofore exercised will expire on the Expiration Date. This Warrant Certificate is subject to all of the terms, provisions and conditions of the Warrant Agreement, dated as of September 24, 2004, between the Company and the Warrant Agent, to all of which terms, provisions and conditions the registered holder of this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is incorporated herein by reference and made a part hereof and reference is made to the Warrant Agreement for a full description of the rights, limitations of rights, obligations, duties and immunities of the Warrant Agent, the Company and the holders of the Warrant Certificates. Copies of the Warrant Agreement are available for inspection at the stock transfer office of the Warrant Agent or may be obtained upon written request addressed to the Company at Xxxxxx Xxxxxxx Ltd. c/o Xxxxxx Xxxxxxx Inc. Xxxxxxxxxx Xxxxxxxxx Xxxx Xxxxxxx, XX 00000-0000 Telecopier No.: 000-000-0000 Attention: Xxxxxx X. Xxxxxxxxx. The Company may but shall not be required upon the exercise of the Warrants evidenced by this WarrantWarrant Certificate to issue fractions of Common Shares, but may make adjustment therefore in cash on the basis of the current market value of any fractional interest as provided in the Warrant Agreement. In certain cases, the sale of securities by the Company upon exercise of Warrants would violate the securities laws of the United States, certain states thereof or other jurisdictions. The Company has agreed to use its best efforts to cause a registration statement to continue to be effective during the term of the Warrants with respect to such sales under the Securities Act of 1933, and to take such action under the laws of various states as may be required to cause the sale of securities upon exercise to be lawful. This Warrant Certificate, with or without other Certificates, upon surrender to the Warrant Agent, any successor warrant agent or, in the absence of any successor warrant agent, at the corporate offices of the Company, may be exchanged for another Warrant Certificate or Certificates evidencing in the aggregate the same number of Warrants as the Warrant Certificate or Certificates so surrendered. If the Warrants evidenced by this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or Certificates evidencing the number of Warrants not so exercised. No holder of this Warrant Certificate, as such, shall be entitled to vote, receive dividends or be deemed the holder of Common Shares or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose whatever, nor shall anything contained in the Warrant Agreement or herein be construed to confer upon the holder of this Warrant Certificate, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof or give or withhold consent to any corporate action (whether upon any matter submitted to shareholders at any meeting thereof, or give or withhold consent to any merger, recapitalization, issuance of shares, reclassification of shares, change of par value or change of shares to no par value, consolidation, conveyance or otherwise) or to receive notice of meetings or other actions affecting shareholders (except as provided in the Warrant Agreement) or to receive dividends or subscription rights or otherwise until the Warrants evidenced by this Warrant Certificate shall have been exercised and the Common Shares purchasable upon the exercise thereof shall have become deliverable as provided in the Warrant Agreement. If this Warrant Certificate shall be surrendered for exercise within any period during which the register of members for the Company’s Common Shares or other class of shares purchasable upon the exercise of the Warrants evidenced by this Warrant Certificate are closed for any purpose, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required toto make delivery of certificates for shares purchasable upon such transfer until the date of the reopening of said register of members. Every holder of this Warrant Certificate by accepting the same consents and agrees with the Company, change its transfer agent if its current transfer agent cannot deliver the Warrant Shares electronically through such Agent, and with every other holder of a clearing corporation.Warrant Certificate that:

Delivery of Warrant Shares. (a) (aSubject to Section 5(c) Upon below, upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise PriceDate) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided thatdesignate, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise or credit the Holder’s balance account with DTC for the Warrant Shares issuable upon such exercise, in either case, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or legends unless a similar organization, unless in the case of clause (i) and (ii) a registration statement Registration Statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or and the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends144. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If within three (3) Trading Days after the Warrant Shares are to be issued free of all restrictive legendsExercise Date, the Company shall, shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the written request of Holder’s exercise hereunder, then, in addition to all other remedies available to the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will shall pay in cash to the Holder on each day after such third (3rd) Trading Day that the issuance of such shares of Common Stock is not be required to, change its transfer agent if its current transfer agent cantimely effected an amount equal to two percent (2%) of the product of (A) the aggregate number of shares of Common Stock not deliver Warrant Shares electronically through issued to the Holder on a timely basis and to which the Holder is entitled and (B) the Closing Price of the Common Stock on the Trading Day immediately preceding the last possible date on which the Company could have issued such a clearing corporationshares of Common Stock to the Holder without violating Section 5(a).

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) Trading Days trading days after the Exercise Date or (ii) prior to the receipt of the Exercise PriceDate) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, Act pursuant to transactions in which case paragraph (c)(1) of such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legendsrule do not apply. The Holder, or any Person person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC The Depository Trust Company or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.

Delivery of Warrant Shares. (a) (a) Upon exercise surrender of this Warrant, with the Form of Election to Purchase attached hereto duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event (i) later than three (3) Trading Days 3 business days after the Exercise Date or (ii) prior to the receipt of the Exercise PriceExercise) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided thatdesignate, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause legends except (i) and (ii) either in the event that a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder"), or any Person permissibly (ii) if this Warrant shall have been issued pursuant to a written agreement between the original Holder and the Company, as required by such agreement. Any person so designated by the Holder to receive Warrant Shares, Shares shall be deemed to have become the holder of record of such Warrant Shares as of the Date of Exercise Dateof this Warrant. If the Warrant Shares are to be issued free of all restrictive legends, the The Company shall, upon the written request of the Holder, if available, use its reasonable best efforts to deliver, or cause to be delivered, deliver Warrant Shares hereunder electronically through DTC the Depository Trust Company or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) two Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise PriceDate) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder shareholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, Act pursuant to transactions in which case paragraph (c)(1) of such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legendsrule do not apply. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC The Depository Trust Company or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise PriceDate) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws, and the Holder must in any event comply with Section 11(d)(iii) below and provide any evidence of compliance requested by the Company), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Section 11(d)(iii) below or Rule 144 under the Securities Act, Act pursuant to transactions in which case the current public information requirements under paragraph (c)(1) of such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. rule do not apply.The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC The Depository Trust Company (“DTC”) or another established clearing corporation performing similar functions, if available; provided, that, (i) the Holder has complied with the Company’s reasonable requirements in this regard, including providing particulars of the DTC “Deposit or Withdrawal Custodian System” (“DWAC”) account the Holder will be using; and (ii) the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation. For purposes hereof, “Trading Day” means any day on which the NYSE American, or such other principal market or exchange on which the Common Shares are listed or quoted for trading on the date in question, is open for business.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the The Company shall promptly (but in no event cause the Warrant Shares purchased hereunder to be transmitted by the Company’s transfer agent to the Holder by (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares Company’s transfer agent is participating in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, by crediting the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (ii) if the Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, or if this Warrant is being exercised via cashless exercise, by issuing and delivering (via reputable overnight courier) to the address as specified in the Exercise Notice, a similar organizationcertificate, unless registered in the name of the Holder or its designee, in each case by the date that is two (2) Trading Days after the Exercise Date (the “Warrant Share Delivery Date”); provided, that the Holder delivers the payment to the Company of the aggregate Exercise Price with respect to the Exercise Notice (other than in the case of clause a cashless exercise) within one (i1) and (ii) a registration statement covering Trading Day following the resale date of the Warrant Shares and naming Exercise Date; provided, further, that if the Holder as a selling stockholder thereunder is not then effective or fails to deliver such payment within one (1) Trading Day following the Exercise Date, such Warrant Shares are not freely transferable without volume and manner Share Delivery Date shall instead become the first Trading Day following the delivery of sale restrictions pursuant to Rule 144 under such payment. Upon the Securities ActExercise Date, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed for all corporate purposes to have become the holder of record of such the Warrant Shares as with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within one (1) Trading Day following the Exercise Date. If the While this Warrant Shares are to be issued free of all restrictive legendsremains outstanding, the Company shall, upon the written request of the Holder, shall use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its a transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationthat participates in the DTC Fast Automated Securities Transfer Program.

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ Ordinary Shares in respect of the exercise contemplated hereby. Delivery shall be made to Holder, or for its benefit, to the following address: Date: _______________ __, ______ Name of Registered Holder By: Name: Title: Account Number: (aif electronic book entry transfer) Transaction Code Number: (if electronic book entry transfer) ANNEX A TO EXERCISE NOTICE CASHLESS EXERCISE CALCULATION TO BE FILLED IN BY THE REGISTERED HOLDER TO EXCHANGE THE WARRANT TO PURCHASE ORDINARY SHARES IN A CASHLESS EXERCISE PURSUANT TO SECTION 1(d) OF THE WARRANT Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant. [(A-B) (aX)] / (A) Upon exercise = ________________ Ordinary Shares For purposes of this Warrant, the Company shall promptly (but in no event foregoing formula: A = as applicable: (i) later than three the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day, (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, or (3) executed during “regular trading hours” on a Trading Days Day and delivered within two (2) hours thereafter (including until two (2) hours after the Exercise Date close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (ii) prior to the receipt VWAP on the date of the applicable Notice of Exercise Priceif the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) issue or cause to be issued and cause to be delivered to or upon hereof after the written order close of “regular trading hours” on such Trading Day = _________________. B = the Exercise Price of the Holder and in such name or names Warrant, as adjusted thereunder = ______________. X = the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the number of Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may would be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free exercise of restrictive legends, or (ii) an electronic delivery this Warrant in accordance with the terms of the this Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon if such exercise with appropriate restrictive legendswere by means of a cash exercise rather than a cashless exercise = ______________. The HolderDate: _______________ __, or any Person permissibly so designated by the ______ Name of Registered Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.By: Name: Title:

Delivery of Warrant Shares. (a) To effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the aggregate Warrant Shares represented by this Warrant are being exercised. Upon delivery of the Exercise Notice (ain the form attached hereto) Upon exercise of this Warrantto the Company (with the attached Warrant Shares Exercise Log) at its address for notice set forth herein and subject to the payment terms described below, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Date of Exercise Date or (ii) prior to the receipt of the Exercise Priceas defined herein)) issue or cause and deliver to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of which, shall include restrictive legends, legends unless the applicable Warrant Shares are (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144 of the Securities Act, provided that the Company may require, as a condition to the issuance of Warrant Shares exempt from registration pursuant to Rule 144, that the Holder of this Warrant, comply with applicable requirements to confirm an electronic exemption from registration and provide the Company and/or its legal counsel with reasonable and customary confirmations in order to confirm compliance with Rule 144. Prior to delivery of the Warrant Shares (but in no event later than two Trading Days after the Date of Exercise (as defined herein)), the Holder shall have delivered to the Holder’s account at Company, if such Holder is not utilizing the Depository Trust cashless exercise provisions set forth in this Warrant, payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder. The Company (“DTC”) or a similar organizationshall, unless in upon request of the case of clause (i) Holder and (ii) subsequent to the date on which a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then has been declared effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under by the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holderand Exchange Commission, use its reasonable best efforts to deliver, or cause to be delivered, deliver Warrant Shares hereunder electronically through DTC the Depository Trust Corporation or another established clearing corporation performing similar functions, if available; , provided, that, the Company may, but will not be required to, to change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.the Depository Trust Corporation. A “

Delivery of Warrant Shares. (a) On or before the first (a1st) Upon exercise of this WarrantTrading Day following the date on which the Company has received an Exercise Notice, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date transmit by facsimile or (ii) prior to the electronic mail an acknowledgment of confirmation of receipt of the such Exercise Price) issue or cause Notice, to be issued and cause to be delivered to or upon the written order of the Holder and in such name the Company’s transfer agent (the “Transfer Agent”). On or names as before the Holder may designate third (provided that, if 3rd) Trading Day following the Registration Statement is not effective and the Holder directs date on which the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holderhas received such Exercise Notice, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect shall (X) provided that the issuance of such Warrant Shares Transfer Agent is participating in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and the Warrant Shares can be issued without restrictive legends, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or a similar organizationits designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, unless or (Y) if the Transfer Agent is not participating in the case DTC Fast Automated Securities Transfer Program or the Warrant Shares cannot be issued without restrictive legends, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of clause the Holder or its designee (i) and (ii) a registration statement covering as indicated in the resale applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares and naming with respect to which this Warrant has been exercised, irrespective of the Holder as a selling stockholder thereunder is not then effective or the date such Warrant Shares are not freely transferable without volume and manner credited to the Holder’s DTC account or the date of sale restrictions pursuant to Rule 144 under delivery of the Securities Act, in which case certificates evidencing such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends(as the case may be). The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If Notwithstanding the foregoing, except in the case where an exercise of this Warrant Shares are is validly made pursuant to be issued free of all restrictive legendsa cashless exercise, the Company shall, upon the written request of the Holder, use its reasonable best efforts Company’s failure to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through to the Holder on or prior to the later of (x) the close of the (3rd) third Trading Day after delivery of an Exercise Notice and (y) the Trading Day in which the Company receives the Aggregate Exercise Price (such later date, the “Share Delivery Deadline”) shall not be deemed to be a clearing corporationbreach of this Warrant.

Delivery of Warrant Shares. (a) (a) 4.1 Upon exercise delivery of this Warrantthe Exercise Notice to the Company and, if applicable, full payment for the Warrant Shares with respect to which the Warrant is exercised, the Company shall promptly (but in no event (i) later than three (3) Trading Days five trading days after the Exercise Date or (ii) prior to the receipt of the Exercise PriceNotice) issue or cause deliver to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate . Certificates for the Warrant Shares issuable upon such that are to be acquired pursuant to an automatic exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated under Section 3.2 shall be delivered promptly (but in no event later than five trading days after the automatic exercise) by the Holder to receive Company. Certificates for the Warrant Shares that are automatically exercised under Section 3.2 shall be delivered promptly by the Company upon receipt of the Exercise Price for such number of Warrant Shares, provided that Warrant Shares that are deliverable pursuant to an automatic exercise of the Warrant pursuant to Section 3.2 on March 1 shall in no event be deemed delivered after March 14 of such calendar year and Warrant Shares that are deliverable pursuant to have become an automatic exercise of the holder of record of Warrant pursuant to Section 3.2 on July 1, 2010 shall in no event be delivered after July 1, 2010. Notwithstanding the foregoing, if the Exercise Price for the Warrant Shares that are automatically exercised pursuant to Section 3.2 has not been received by the Company prior to the date the Company is required to deliver such Warrant Shares as of the Exercise Date. If the pursuant to this Section 4.1, such Warrant Shares are shall be cancelled by the Company and the Company shall have no further obligation to be issued free of all restrictive legends, the deliver such Warrant Shares. The Company shall, upon the written request of the Holder, if available, to the Company and if the Company's transfer agent can deliver Warrant Shares electronically through the Depositor Trust Corporation, use its reasonable best efforts to deliver, or cause to be delivered, deliver Warrant Shares hereunder electronically through DTC the Depository Trust Corporation or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the The Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date deliver to Holder, or (ii) prior to the receipt of the Exercise Price) issue its designee or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names agent as the Holder may designate (provided thatspecified below, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that accordance with the terms of the Holder or an Affiliate of the Holder, it Warrant. Delivery shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated for its benefit, to the following address: HOLDER (Print name) By: Title: AMENDED AND RESTATED WARRANT ORIGINALLY ISSUED AUGUST 25, 2010 AMENDED AND RESTATED WARRANT NO. A-[XX] FORM OF ASSIGNMENT To be completed and signed only upon transfer of Warrant FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the right represented by the Holder within Warrant to receive purchase shares of Common Stock to which the within Warrant relates and appoints attorney to transfer said right on the books of the Company with full power of substitution in the premises. Dated: TRANSFEROR: (Print name) By: Title: TRANSFEREE: (Print name) (Address of Transferee) In the presence of: EXHIBIT F FORM OF AMENDED AND RESTATED 2011 WARRANT NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. EMISPHERE TECHNOLOGIES, INC. WARRANT Warrant No. A-[XX] Original Issue Date: July 6, 2011 EMISPHERE TECHNOLOGIES, INC., a Delaware corporation (the “Company”), hereby certifies that, for value received, [NAME OF HOLDER] or its permitted registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [NUMBER] shares of Common Stock (as defined below) 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 herein, shall be deemed the “Exercise Price”), at any time and from time to have become time on or after the holder Original Issue Date and through and including the Expiration Date (as defined below), and subject to the following terms and conditions: This Warrant is one of record a series of such Warrant Shares as warrants issued pursuant to that certain Securities Purchase Agreement dated June 30, 2011 (the “Subscription Date”), by and between the Company and each of the Exercise Datepurchasers identified therein (the “Purchase Agreement”). If All such warrants are referred to herein, collectively, as the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation“Warrants.”

Delivery of Warrant Shares. (a) (aa)(a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.the

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) the number of Trading Days after comprising the Exercise Date or (iiStandard Settlement Period) prior credit such aggregate number of shares of Common Stock to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of which the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made entitled pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares exercise to the Holder’s or its designee’s balance account at the with The Depository Trust Company (“DTC”) or through its Deposit/Withdrawal At Custodian system provided that the Transfer Agent is then a similar organization, unless participant in the case of clause DTC Fast Automated Securities Transfer (“FAST”) Program and either (i) and there is an effective registration statement permitting the issuance of such Warrant Shares to or resale of such Warrant Shares by the Holder or (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the such Warrant Shares are not freely transferable eligible for resale by the Holder without volume and manner of or manner-of-sale restrictions limitations pursuant to Rule 144 promulgated under the Securities Act, in which case and otherwise issue such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legendsin the name of the Holder or its designee in restricted book-entry form in the Company’s share register. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. The Holder, or any Person natural person or legal entity (each, a “Person”) permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date, irrespective of the date such Warrant Shares are credited to the Holder’s or its designee’s DTC account or the date of the book entry positions evidencing such Warrant Shares, as the case may be. If The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if issued in restricted book-entry form, will contain a customary legend to the effect that the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationregistered.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the The Company shall promptly (but in no event cause the Warrant Shares purchased hereunder to be transmitted by the Company’s transfer agent to the Holder by (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares Company’s transfer agent is participating in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, by crediting the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (ii) if the Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, or if this Warrant is being exercised via cashless exercise, by issuing and delivering (via reputable overnight courier) to the address as specified in the Exercise Notice, a similar organizationcertificate, unless registered in the name of the Holder or its designee, in each case by the date that is one (1) Trading Day after the Exercise Date (the “Warrant Share Delivery Date”); provided, that the Holder delivers the payment to the Warrant Agent of the aggregate Exercise Price with respect to the Exercise Notice (other than in the case of clause (ia cashless exercise) and (ii) a registration statement covering on the resale of the Warrant Shares and naming Exercise Date; provided, further, that if the Holder as a selling stockholder thereunder is not then effective or fails to deliver such payment on the Exercise Date, such Warrant Shares are not freely transferable without volume and manner Share Delivery Date shall instead become the first Trading Day following the delivery of sale restrictions pursuant to Rule 144 under such payment. Upon the Securities ActExercise Date, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed for all corporate purposes to have become the holder of record of such the Warrant Shares as with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received on the Exercise Date. If the While this Warrant Shares are to be issued free of all restrictive legendsremains outstanding, the Company shall, upon the written request of the Holder, shall use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its a transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationthat participates in the DTC Fast Automated Securities Transfer Program.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the The Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such holder Warrant Shares in such other name may be made accordance with the terms of the Warrant. Date: , Name of Registered Holder By: Name: Title: Exhibit B Form of Lock-Up Agreement ____, 2024 Newbridge Securities Corporation 0000 Xxxxx Xxxxxxx Xxxxxxx Boca Raton, FL 33432 Re: Proposed Offering by Aptose Biosciences Inc. Ladies and Gentlemen: This letter agreement (“this Agreement”) is being delivered to you in connection with the proposed offering (the “Offering”) by Aptose Biosciences Inc., a corporation organized and existing under the laws of Canada (the “Company”), of its securities (the “Securities”), including common shares, no par value (the “Common Shares”), pursuant to an available exemption from the registration requirements proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into between the Company and Newbridge Securities Corporation (including its successors and assigns, the “Underwriter”). In order to induce the Underwriter to enter into the Underwriting Agreement, and in light of the Securities Act benefits that the Offering will confer upon the undersigned in his, her or its capacity as a securityholder and/or an officer, director or employee of the Company, and all applicable state securities for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with the Underwriter, that, during the period beginning on the date hereof through and including the date that is the 90th day after the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent of the Underwriter, directly or blue sky laws)indirectly, (i) a certificate offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of (or announce the intention to otherwise dispose of), any Common Shares (including, without limitation, Common Shares which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as amended (such shares, the “Beneficially Owned Shares” and such act the “Securities Act”)) or securities convertible into or exercisable or exchangeable for Common Shares, (ii) enter into any swap, hedge or similar agreement or arrangement that transfers to another, in whole or in part, the Warrant economic consequences of ownership of the Beneficially Owned Shares issuable upon such exerciseor securities convertible into or exercisable or exchangeable for Common Shares, free whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of restrictive legendsdisposition, or (iiiii) an electronic delivery engage in any short selling of the Warrant Common Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless securities convertible into or exercisable or exchangeable for Common Shares. The restrictions set forth in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is immediately preceding paragraph shall not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required apply to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.:

Delivery of Warrant Shares. (a) (a) Upon exercise of The Holder shall not be required to physically surrender this WarrantWarrant unless this Warrant is being exercised in full. To effect exercises hereunder, the Holder shall duly execute and deliver to the Company at its address for notice set forth herein, an Exercise Notice in the form of Annex B hereto, along with the Warrant Share Exercise Log in the form of Annex C hereto, and shall pay the Exercise Price, if applicable, multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder. The Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt date of the Exercise Priceexercise) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise. The Company shall, free of restrictive legends, or (ii) an electronic delivery upon request of the Warrant Shares Holder, and subsequent to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) date on which a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then has been declared effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the HolderSEC, use its reasonable best efforts to deliver, or cause to be delivered, deliver Warrant Shares hereunder electronically through DTC the Depository Trust Corporation or another established clearing corporation performing similar functions, if available; provided, that. If by the third (3rd) Trading Day after exercise of this Warrant, the Company mayfails to deliver the required number of Warrant Shares, but the Holder will not be have the right to rescind the exercise. If by the third (3rd) Trading Day after exercise, the Company fails to deliver the required tonumber of Warrant Shares, change its transfer agent and if its current transfer agent cannot after such third Trading Day (3rd) and prior to the receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Warrant Shares electronically through which the Holder anticipated receiving upon such exercise (a clearing corporation“Buy In”), then the Company shall (i) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue by (B) the closing bid price of the Common Stock on the exercise date and (ii) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Warrant Shares that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy In.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the The Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such holder __________ Warrant Shares in such other name may be made accordance with the terms of the Warrant. Date: _______________ __, ______ Name of Registered Holder By: Name: Title: ACKNOWLEDGMENT The Company hereby acknowledges this Exercise Notice and hereby directs American Stock Transfer and Trust to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated September __, 2006 from the Company and acknowledged and agreed to by American Stock Transfer and Trust. BROOKE CORPORATION By: Name: Title: EXHIBIT III FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT American Stock Transfer and Trust 00 Xxxxxx Xxxx Xxx Xxxx, XX 00000 Attention: [ ] Re: Brooke Corporation Ladies and Gentlemen: [We are][I am] counsel to Brooke Corporation, a Kansas corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into by and among the Company and the buyers named therein (collectively, the “Holders”) pursuant to an available exemption from which the registration requirements Company issued to the Holders preferred shares (the “Preferred Shares”) convertible into the Company’s common stock, $0.01 par value (the ”Common Stock”), warrants exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares and the shares of Common Stock issuable upon exercise of the Warrants, under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 200_, the Company filed a Registration Statement on Form S-3 (File No. 333-_____________) (the “Registration Statement”) with the Securities and all applicable state securities or blue sky laws), Exchange Commission (ithe “SEC”) a certificate for relating to the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery Registrable Securities which names each of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder Holders as a selling stockholder thereunder is not then thereunder. In connection with the foregoing, [we][I] advise you either that a member of the SEC’s staff has advised [us][me] by telephone or we have reviewed the SEC’s Xxxxx files that indicate that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the Warrant Shares SEC and the Registrable Securities are not available for resale under the 1933 Act pursuant to the Registration Statement. This letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable without volume and manner of sale restrictions by the Holders pursuant to Rule 144 under the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Holders as contemplated by the Company’s Irrevocable Transfer Agent Instructions dated September __, 2006. Very truly yours, [ISSUER’S COUNSEL] By: CC: [LIST NAMES OF HOLDERS] EXHIBIT E FORM OF OUTSIDE COMPANY COUNSEL OPINION [Letterhead of Xxxxx Xxxx LLP] September 15, 2006 To the addressees listed on Schedule I attached hereto Re: Brooke Corporation Ladies and Gentlemen: We have acted as special counsel to Brooke Corporation, a Kansas corporation (the “Company”), in connection with the Securities ActPurchase Agreement, in which case such Holder shall receive a certificate for dated as of September 15, 2006 (the Warrant Shares issuable upon such exercise with appropriate restrictive legends“Securities Purchase Agreement”), by and between the Company and HBK Master Fund L.P. (the “Buyer”) and the Registration Rights Agreement, dated as of September 15, 2006 (the “Registration Rights Agreement”), by and between the Company and the Buyer. The HolderCompany is entering into the Securities Purchase Agreement to sell 20,000 shares of the Company’s newly designated 13% Perpetual Convertible Preferred Stock Series 2006 (the “Series 2006 Preferred Stock”) and warrants (the “Warrants”) to purchase up to 235,294 shares (the “Warrant Shares”) of the Company’s common stock, par value $0.01 (the “Common Stock”) to the Buyer. The Series 2006 Preferred Stock is convertible into shares of Common Stock (the “Conversion Shares”) in an amount and at a price as set forth in the Certificate of Designations, Preferences and Rights of 13% Perpetual Convertible Preferred Stock Series 2006 of Brooke Corporation, dated as of September 15, 2006 (the “Certificate of Designations”). This opinion is being rendered pursuant to Section 7(b) of the Securities Purchase Agreement. Unless otherwise indicated, all capitalized terms used and not defined herein shall have the respective meanings assigned to such terms in the Securities Purchase Agreement. In rendering the opinions expressed below, we have examined originals, certified copies, or any Person permissibly so designated by the Holder copies otherwise identified to receive Warrant Sharesus as true copies, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.of

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, shares of Common Stock in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: ¨ Check here if requesting delivery as a certificate to the following name and to the following address: Issue to: ¨ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Participant: DTC Number: Account Number: Date: , Name of Registered Holder By: Name: Title: Tax ID: Facsimile: E-mail Address: EXHIBIT B ACKNOWLEDGMENT The Company hereby acknowledges this Exercise Notice and hereby directs to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated , 201 , from the Company and acknowledged and agreed to by . PATRIOT NATIONAL, INC. By: Name: Title: Exhibit B-2 FORM OF SERIES B WARRANT NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (aI) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(a) OF THIS WARRANT. PATRIOT NATIONAL, INC. SERIES B WARRANT TO PURCHASE COMMON STOCK Warrant No.: Date of Issuance: December , 2015 (“Issuance Date”) Patriot National, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [BUYER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date (the “Initial Exercise Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (athe “Warrant Shares”, and such number of Warrant Shares, the “Warrant Number”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 17. This Warrant is one of the Warrants to Purchase Common Stock (the “SPA Warrants”) Upon issued pursuant to Section 1 of that certain Securities Purchase Agreement, dated as of December 13, 2015 (the “Subscription Date”), by and among the Company, a stockholder of the Company and the investors (the “Buyers”) referred to therein, as amended from time to time (the “Securities Purchase Agreement”). The Aggregate Exercise Price (as defined below) of this Warrant, except for a nominal exercise price of $0.01 (as adjusted for stock splits, stock dividends, recapitalizations or similar events) (the “Nominal Remaining Exercise Price”) per Warrant Share, was pre-funded to the Company on or prior to the initial Issuance Date and, consequently, no additional consideration (other than the Nominal Remaining Exercise Price per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid Aggregate Exercise Price under any circumstance or for any reason whatsoever, including in the Company event this Warrant shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) not have been exercised prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Expiration Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the The Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such holder __________ Warrant Shares in such other name may be made accordance with the terms of the Warrant. Date: _______________ __, ______ Name of Registered Holder By: Name: Title: ACKNOWLEDGMENT The Company hereby acknowledges this Exercise Notice and hereby directs to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. CLEANSPARK, INC. By: Name: Title: EXHIBIT D Form of $2.00 Warrant See attached. EXHIBIT D [FORM OF WARRANT] CLEANSPARK, INC. Warrant To Purchase Common Stock Warrant No.: _______ Number of Shares of Common Stock: 1,000,000 Date of Issuance: [___], 2018 (“Issuance Date”) CleanSpark, Inc., a company organized under the laws of Nevada (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged , [HOLDER], 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 “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), one million (1,000,000) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to an available exemption from that certain Asset Purchase Agreement, dated as of [___], 2018, by and between the registration requirements of the Securities Act Company and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise PriceDate) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement a registration statement is not then effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, legends unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions or current public information requirements pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to can be issued free of all without restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC the Depository Trust and Clearing Corporation, DWAC system or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationthe Depository Trust and Clearing Corporation.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise PriceDate) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of and the Company cause such Warrant Shares to be delivered by the Company’s transfer agent to the Holder by crediting the account of the Holder’s account at prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DTCDWAC”) system if the Company is then a participant in such system, or a similar organization, unless otherwise by physical delivery to the address specified by the Holder in the case Notice of clause (i) and (ii) a registration statement covering Exercise. This Warrant shall be deemed to have been exercised on the resale first date on which all of the Warrant Shares and naming foregoing have been delivered to the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legendsCompany. The Holder, or any Person “Person” (which for purposes of this Warrant shall include any individual, limited liability company, partnership, joint venture, corporation, trust, unincorporated organization or any other entity, government, including any agency or department thereof) permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the this Warrant Shares are to be issued free of all restrictive legendsshall have been exercised in part, the Company shall, upon at the written request of a Holder and upon surrender of this Warrant, at the Holdertime of delivery of the certificate or certificates representing Warrant Shares, use its reasonable best efforts deliver to deliver, or cause Holder a new Warrant evidencing the rights of Holder to be delivered, purchase the unpurchased Warrant Shares hereunder electronically through DTC called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. To the extent permitted by applicable law, the Company’s obligations to issue and deliver Warrant Shares upon exercise of this Warrant and in accordance with the terms hereof are unconditional, and the Holder shall, subject to the following proviso, have the right to pursue any remedies available to it hereunder, at law or another established clearing corporation performing similar functions, if availablein equity with respect to the Company’s failure to do so; provided, thathowever, that notwithstanding anything to the contrary in this Warrant or in the Purchase Agreement, and except as provided pursuant to Section 4(b), if the Company is for any reason unable to deliver Warrant Shares upon exercise of this Warrant as required pursuant to the terms hereof, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationshall have no obligation to pay to the Holder cash or other consideration or otherwise “net cash settle” this Warrant.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three (3) the number of Trading Days after comprising the Exercise Date or (iiStandard Settlement Period) prior credit such aggregate number of shares of Common Stock to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of which the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made entitled pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares exercise to the Holder’s or its designee’s balance account at the with The Depository Trust Company (“DTC”) or through its Deposit/Withdrawal At Custodian system provided that the Transfer Agent is then a similar organization, unless participant in the case of clause DTC Fast Automated Securities Transfer (i“FAST”) Program and either (iiA) a there is an effective registration statement covering permitting the issuance of such Warrant Shares to or resale of the such Warrant Shares and naming by the Holder as a selling stockholder thereunder is not then effective or the (B) such Warrant Shares are not freely transferable eligible for resale by the Holder without volume and manner of or manner-of-sale restrictions limitations pursuant to Rule 144 promulgated under the Securities Act, in which case and otherwise issue such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legendsin the name of the Holder or its designee in restricted book-entry form in the Company’s share register. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. The Holder, or any Person natural person or legal entity (each, a “Person”) permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date, irrespective of the date such Warrant Shares are credited to the Holder’s or its designee’s DTC account or the date of the book entry positions evidencing such Warrant Shares, as the case may be. If The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if issued in restricted book-entry form, will contain a customary legend to the effect that the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationregistered.

Delivery of Warrant Shares. (a) (a) Upon exercise of this WarrantWarrant and delivery of the Exercise Price, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the later of the Exercise Date or (ii) prior to the receipt and delivery of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to restriction under Rule 144 under by Holders who are not affiliates of the Securities ActCompany, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. Notwithstanding anything contained herein to the contrary, if the Holder fails to deliver the documents required to register a transferee as set forth in Section 3 or to provide the documents required under this Section 5(a) to issue a certificate or electronic delivery of the Warrant Shares to any Person(s) other than the Holder, then determination of the three Trading Days shall be tolled until such documents have been delivered to the Company. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.. “

Delivery of Warrant Shares. (a) (a) Upon In the event of any exercise of the purchase rights represented by this WarrantWarrant in accordance with the terms hereof, the Company shall promptly deliver the Warrant Shares (but x) in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to case of an exercise at a time when any of the receipt Unrestricted Conditions is met as of the Exercise PriceDate, by causing the Company’s designated transfer agent (“Transfer Agent”) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for electronically transmit the Warrant Shares issuable upon such exercise, free exercise to the Holder by crediting the account of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the prime broker with The Depository Trust Company (“DTC”), through its Deposit/Withdrawal at Custodian (“DWAC”) system, as specified in the relevant Warrant Exercise Notice no later than two (2) Trading Days (or, if less, the number of Trading Days comprising the Standard Settlement Period) after the relevant Exercise Date, or a similar organization, unless (y) in the case of clause (i) and (ii) an exercise at a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for time when the Warrant Shares issuable upon such exercise are required to bear a restrictive legend pursuant to Section 11(b) because none of the Unrestricted Conditions is met in respect thereof, no later than five (5) Trading Days after the relevant Exercise Date, by providing evidence of the entry into the books and records (in book-entry format) of the Transfer Agent the number of Warrant Shares so purchased, in the name of the Holder. Upon the exercise of this Warrant or any part hereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering an opinion of counsel, if applicable, to assure that the Transfer Agent shall transmit to the Holder in accordance with appropriate restrictive legendsthis Section 3(c) the number of Warrant Shares issuable upon such exercise. The HolderCompany warrants that no instructions other than these instructions have been or will be given to the Transfer Agent and that the Warrant Shares will be free-trading and freely transferable if any of the Unrestricted Conditions is met. Upon the delivery of a Warrant Exercise Notice in accordance with Section 3(a), or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed for all purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares as are credited to the Holder’s or its designee’s DTC account or the date that the Company has provided evidence of the Exercise Date. If entry into the books and records (in book-entry format) of the Transfer Agent the number of Warrant Shares are to be issued free of all restrictive legendsso purchased, in the Company shall, upon the written request name of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, as the Company may, but will case may be. The Holder shall not be required to, change its transfer agent if its current transfer agent cannot deliver to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares electronically through such available hereunder and this Warrant has been exercised in full, in which case the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Warrant Exercise Notice is delivered to the Company. Execution and delivery of a clearing corporationWarrant Exercise Notice with respect to a partial exercise shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the remaining number of Warrant Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated herein.

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common Stock in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: ☐ Check here if requesting delivery as a certificate to the following name and to the following address: Issue to: ☐ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Participant: DTC Number: Account Number: Notwithstanding anything to the contrary contained herein, this Exercise Notice shall constitute a representation by the Holder of the Warrant submitting this Exercise Notice that after giving effect to the exercise provided for in this Exercise Notice, such Holder (atogether with its affiliates) will not have beneficial ownership (atogether with the beneficial ownership of such Person’s affiliates) Upon of a number of Common Shares which exceeds the Maximum Percentage (as defined in the Warrant) of the total outstanding shares of Common Stock of the Company as determined pursuant to the provisions of Section 1(f)(i) of the Warrant. Date: _____________ __,__ Name of Registered Holder By: Name: Title: Tax ID: Facsimile: E-mail Address: EXHIBIT B ACKNOWLEDGMENT The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 2019, from the Company and acknowledged and agreed to by _______________. COMSCORE, INC. By: Name: Title: Exhibit B-1 Form of Series B-1 Warrant [FORM OF SERIES B-1 WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(a) OF THIS WARRANT. COMSCORE, INC. WARRANT TO PURCHASE COMMON STOCK Warrant No.: B-1-[ ] Date of Issuance: [ ], 2019 (“Issuance Date”) comScore, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CVI Investments, Inc., the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this WarrantWarrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the Company shall promptly (but in no event (i) later than three (3) Trading Days “Warrant”), at any time or times on or after the Exercise Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date or (iias defined below), up to 2,347,418 (subject to adjustment as provided herein) prior to fully paid and non-assessable shares of Common Stock (as defined below) (the receipt “Warrant Shares”, and such aggregate number of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that which this Warrant is exercisable, from time to time, the “Warrant Number”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 17. This Warrant is one of the Holder or an Affiliate Warrants to Purchase Common Stock (the “SPA Warrants”) issued pursuant to Section 1 of that certain Securities Purchase Agreement, dated as of June 23, 2019 (the Holder“Subscription Date”), it shall deliver to by and among the Company on and the Exercise Date an opinion of counsel reasonably satisfactory to investors (the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTCBuyers”) or a similar organizationreferred to therein, unless in as amended from time to time (the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the “Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationPurchase Agreement”).

Delivery of Warrant Shares. (a) On or before the first (a1st) Upon exercise of this WarrantTrading Day following the date on which the Company has received an Exercise Notice, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the transmit by facsimile an acknowledgment of confirmation of receipt of the such Exercise Price) issue or cause Notice, to be issued and cause to be delivered to or upon the written order of the Holder and in such name the Company’s transfer agent (the “Transfer Agent”). On or names as before the Holder may designate third (provided that, if 3rd) Trading Day following the Registration Statement is not effective and the Holder directs date on which the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holderhas received such Exercise Notice, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect shall (X) provided that the issuance of such Warrant Shares Transfer Agent is participating in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and the Warrant Shares can be issued without restrictive legends, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or a similar organizationits designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, unless or (Y) if the Transfer Agent is not participating in the case DTC Fast Automated Securities Transfer Program or the Warrant Shares cannot be issued without restrictive legends, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of clause the Holder or its designee (i) and (ii) a registration statement covering as indicated in the resale applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares and naming with respect to which this Warrant has been exercised, irrespective of the Holder as a selling stockholder thereunder is not then effective or the date such Warrant Shares are not freely transferable without volume and manner credited to the Holder’s DTC account or the date of sale restrictions pursuant to Rule 144 under delivery of the Securities Act, in which case certificates evidencing such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends(as the case may be). The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If Notwithstanding the foregoing, except in the case where an exercise of this Warrant Shares are is validly made pursuant to be issued free of all restrictive legendsa cashless exercise, the Company shall, upon the written request of the Holder, use its reasonable best efforts Company’s failure to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through to the Holder on or prior to the later of (x) the close of the (3rd) third Trading Day after delivery of an Exercise Notice and (y) the Trading Day in which the Company receives the Aggregate Exercise Price (such later date, the “Share Delivery Deadline”) shall not be deemed to be a clearing corporationbreach of this Warrant.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the The Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such holder __________ Warrant Shares in such other name may be made accordance with the terms of the Warrant. Date: _______________ __, ______ Name of Registered Holder By: Name: Title: ACKNOWLEDGMENT The Company hereby acknowledges this Exercise Notice and hereby directs VStock Transfer LLC to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated October __, 2018 from the Company and acknowledged and agreed to by VStock Transfer LLC. WIZE PHARMA, INC. By: Name: Title: EXHIBIT III FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT VStock Transfer LLC [ ] [ ] Telephone: [ ] Facsimile: [ ] Attention: [ ] E-mail: [ ] Re: Wize Pharma, Inc. Ladies and Gentlemen: [We are][I am] counsel Wize Pharma, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of October [●], 2018 (the “Securities Purchase Agreement”), entered into by and among the Company and the buyers named therein (collectively, the “Holders”) pursuant to an available exemption from which the registration requirements Company issued to the Holders (i) shares (the “Common Shares”) of the Securities Act and all applicable state securities or blue sky lawsCompany’s common stock, par value $0.001 per share (the “Common Stock”), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery shares of the Warrant Shares Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Preferred Shares”) convertible into shares of Common Stock and (iii) Series A and Series B warrants exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Holder’s account at Securities Purchase Agreement, the Depository Trust Company also has entered into a Registration Rights Agreement with the Holders (the “DTCRegistration Rights Agreement”) or a similar organizationpursuant to which the Company agreed, unless in the case of clause (i) and (ii) a registration statement covering among other things, to register the resale of the Warrant Registrable Securities (as defined in the Registration Rights Agreement), including the Common Shares, the shares of Common Stock issuable upon conversion of the Preferred Shares and naming the Holder shares of Common Stock issuable upon exercise of the Warrants under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 2018, the Company filed a Registration Statement on Form S-3 (File No. 333-_____________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder is not then thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the Warrant Shares SEC and the Registrable Securities are not available for resale under the 1933 Act pursuant to the Registration Statement. This letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable without volume and manner of sale restrictions by the Holders pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated Holders as contemplated by the Holder to receive Warrant SharesCompany’s Irrevocable Transfer Agent Instructions dated October [●], shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date2018. If the Warrant Shares are to be issued free of all restrictive legendsVery truly yours, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.[ISSUER’S COUNSEL] By:

Delivery of Warrant Shares. (a) (aSubject to Section 5(c) Upon below and the limitations set forth in Section 12, upon exercise of this Warrant, the Company shall promptly (but in no event (i) later than three two (32) Trading Days after the Exercise Date Date) credit the Holder’s balance account with DTC for the Warrant Shares issuable upon such exercise or (ii) prior to at the receipt of the Exercise Price) Holder’s option issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided thatdesignate, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, in either case, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or legends unless a similar organization, unless in the case of clause (i) and (ii) a registration statement Registration Statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or and the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends144. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If within two (2) Trading Days after the Warrant Shares are to be issued free of all restrictive legendsExercise Date, the Company shall, shall fail to credit the Holder’s balance account with DTC for the number of Warrant Shares to which the Holder is entitled upon the written request of Holder’s exercise hereunder or at the Holder, use its reasonable best efforts ’s option issue and deliver a certificate to deliver, or cause to be delivered, the Holder and register such Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functionson the Company’s share register, if available; providedthen, thatin addition to the rights set forth in Section 5(c) below and the right to obtain specific performance, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver shall pay in cash to the Holder on each day after such second (2nd) Trading Day that the issuance of such Warrant Shares electronically through is not timely effected an amount equal to one percent (1%) of the product of (A) the aggregate number of Warrant Shares not issued to the Holder on a timely basis and to which the Holder is entitled and (B) the Closing Price of the Common Stock on the Trading Day immediately preceding the last possible date on which the Company could have issued such a clearing corporationWarrant Shares to the Holder without violating Section 5(a).

Delivery of Warrant Shares. (a) To effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the aggregate Warrant Shares represented by this Warrant is being exercised. Upon delivery of the Exercise Notice (ain the form attached hereto) Upon exercise to the Company (with the attached Warrant Shares Exercise Log) at its address for notice set forth herein and upon payment of this Warrantthe Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Date of Exercise Date or (ii) prior to the receipt of the Exercise Priceas defined herein)) issue or cause and deliver to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, which, unless otherwise required by the Purchase Agreement, shall be free of restrictive legends. The Company shall, or (ii) an electronic delivery upon request of the Warrant Shares Holder and subsequent to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) date on which a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then has been declared effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under by the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holderand Exchange Commission, use its reasonable best efforts to deliver, or cause to be delivered, deliver Warrant Shares hereunder electronically through DTC the Depository Trust Corporation or another established clearing corporation performing similar functions, if available; , provided, that, the Company may, but will not be required to, change its transfer agent procedures now in effect. A "DATE OF EXERCISE" means the date on which the Holder shall have delivered to the Company: (i) the Exercise Notice (with the Warrant Exercise Log attached to it), appropriately completed and duly signed and (ii) if its current transfer agent cansuch Holder is not deliver utilizing the cashless exercise provisions set forth in this Warrant, payment of the Exercise Price for the number of Warrant Shares electronically through such a clearing corporationso indicated by the Holder to be purchased.

Delivery of Warrant Shares. (a) On or before the first (a1st) Upon exercise of this WarrantTrading Day following the date on which the Company has received an Exercise Notice, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date transmit by facsimile or (ii) prior to the electronic mail an acknowledgment of confirmation of receipt of the such Exercise Price) issue or cause Notice, to be issued and cause to be delivered to or upon the written order of the Holder and in such name the Company’s transfer agent (the “Transfer Agent”). On or names as before the Holder may designate third (provided that, if 3rd) Trading Day following the Registration Statement is not effective and the Holder directs date on which the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holderhas received such Exercise Notice, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect shall (X) provided that the issuance of such Warrant Shares Transfer Agent is participating in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program and the Warrant Shares can be issued without restrictive legends, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or a similar organizationits designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, unless or (Y) if the Transfer Agent is not participating in the case DTC Fast Automated Securities Transfer Program or the Warrant Shares cannot be issued without restrictive legends, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of clause the Holder or its designee (i) and (ii) a registration statement covering as indicated in the resale applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares and naming with respect to which this Warrant has been exercised, irrespective of the Holder as a selling stockholder thereunder is not then effective or the date such Warrant Shares are not freely transferable without volume and manner credited to the Holder’s DTC account or the date of sale restrictions pursuant to Rule 144 under delivery of the Securities Act, in which case certificates evidencing such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends(as the case may be). The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.Exercise

Delivery of Warrant Shares. (a) (a) Upon exercise surrender of this Warrant, with the Form of Election to Purchase attached hereto duly completed and signed, to the Company at its address for notice set forth in Section 12 and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, in the manner provided hereunder, all as specified by the Holder in the Form of Election to Purchase, the Company shall promptly (but in no event (i) later than three (3) Trading 4 Business Days after the Date of Exercise Date or (ii) prior to the receipt of the Exercise Priceas defined herein)) issue or cause to be issued and cause to be delivered to or or, if not in violation of applicable law, upon the written order of the Holder and in such name or names as the Holder may designate (provided thatdesignate, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or legends except (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause each of the transfer and the issuance) (i) and (ii) either in the event that a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 144(k) promulgated under the Securities Act of 1933, as amended (the "Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder"), or any Person permissibly (ii) if this Warrant shall have been issued pursuant to a written agreement between the original Holder and the Company, as required by such agreement. Any person so designated by the Holder to receive Warrant Shares, Shares shall be deemed to have become the holder of record of such Warrant Shares as of the Date of Exercise Dateof this Warrant. If the Warrant Shares are to be issued free of all restrictive legends, the The Company shall, upon the written request of the Holderif available, use its reasonable best efforts to deliver, or cause to be delivered, deliver Warrant Shares hereunder electronically through DTC the Depository Trust Corporation or another established clearing corporation performing similar functions, functions if available; provided, that, (a) the Holder makes such a request in writing and (b) the Holder certifies to the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver and the Transfer Agent that it delivered a prospectus to the buyer in connection with the resale of Warrant Shares electronically through such a clearing corporationShares.

Delivery of Warrant Shares. The Company shall deliver Warrant Shares arising from this Exercise Notice in accordance with the terms of the Warrant in the following name and to the following address: Issue to: Facsimile Number: DTC Participant Number and Name (a) if electronic book entry transfer): Account Number (a) Upon exercise if electronic book entry transfer): Date: , Name of Registered Holder By: Name: Title: * No such condition applies if left blank ACKNOWLEDGMENT The Company hereby acknowledges this WarrantExercise Notice and hereby directs [TRANSFER AGENT] to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated , 200 from the Company and acknowledged and agreed to by [TRANSFER-AGENT]. SELECT COMFORT CORPORATION By: Name: Title: EXHIBIT B TO WARRANT FORM OF WARRANT POWER FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to , Federal Identification No. , a warrant to purchase shares of the capital stock of Select Comfort Corporation, a Minnesota corporation, represented by warrant certificate no. , standing in the name of the undersigned on the books of said corporation. The undersigned does hereby irrevocably constitute and appoint , attorney to transfer the warrants of said corporation, with full power of substitution in the premises. Dated: , 200 Name: Title: Exhibit E FORM OF CLOSING NOTICE Sterling SC Investor, LLC 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000 Xxxxxxxxxx, Xxxxxxxx 00000 (000) 000-0000 [INSERT DATE] Select Comfort Corporation 0000 00xx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Xxxxxxx XxXxxxxxxx Re: Notice of Closing Ladies and Gentlemen, Reference is made to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of October [ ], 2009, by and between Select Comfort Corporation (the “Company”) and Sterling SC Investor, LLC (the “Investor”). Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to them in the Purchase Agreement. Pursuant to, and in accordance with, Section 1(a) of the Purchase Agreement, the Investor hereby elects to purchase from the Company the Common Shares and the Warrant on [INSERT DATE THAT IS NO LESS THAN FIVE BUSINESS DAYS FROM THE DATE OF THE INVESTOR CLOSING NOTICE], which date, for purposes of the Purchase Agreement, shall promptly be the Closing Date. This written notice is and shall serve, for purposes of the Purchase Agreement, as the Investor Closing Notice. Payment of the Purchase Price shall be made by wire transfer to the following account, unless otherwise instructed by the Company in writing at least two (but in no event (i2) later than three (3) Trading Business Days after the Exercise Date or (ii) prior to the receipt Closing Date: [Subject to revision or updating upon instruction of Company] The Investor hereby requests that the Company deliver the Common Shares in accordance with the terms of the Exercise Price) issue or cause Purchase Agreement in the following name and to be issued the following address: Issue to: Facsimile Number: DTC Participant Number and cause to be delivered to or upon Name (if electronic book entry transfer): Account Number (if electronic book entry transfer): Further, the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs Investor hereby requests that the Company to deliver a certificate for issue the Warrant Shares in a name other than that of the Holder or an Affiliate of the HolderWarrant, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case name of clause (i) and (ii) a registration statement covering [INSERT NAME OF THE INVESTOR OR ITS DESIGNEE], representing the resale of right to purchase the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If and deliver the Warrant Shares are to be issued free of all restrictive legendsthe following address: . STERLING SC INVESTOR, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.LLC By: Name: Title:

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the The Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such holder Warrant Shares in such other name may accordance with the terms of the Warrant. Delivery shall be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated for its benefit, as follows: ☐ Check here if requesting delivery as a certificate to the following name and to the following address: Issue to: ☐ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Participant: DTC Number: Account Number: Date: , Name of Registered Holder By: Name: Title: Tax ID: Facsimile: Email: ACKNOWLEDGMENT The Company hereby acknowledges this Exercise Notice and hereby directs to issue the Holder above indicated number of shares of Common Stock on or prior to receive Warrant Sharesthe applicable Share Delivery Date. GEVO, shall be deemed INC. By: Name: Title: EXHIBIT F FORM OF JOINDER AGREEMENT This JOINDER AGREEMENT to have become the holder of record of such Warrant Shares Exchange and Purchase Agreement (the “Joinder Agreement”) is made and entered into as of by and among Gevo, Inc., a Delaware corporation (the Exercise Date. If “Company”), Whitebox Advisors LLC (“Whitebox”), and the Warrant Shares are undersigned (the “Joining Party”), and related to be issued free that certain Exchange and Purchase Agreement dated as of all restrictive legends, 2017 (as amended from time to time, the Company shall“Purchase Agreement”), upon by and among the written request Company, the guarantors party thereto, the holders named in Schedule I thereto (the “Holders”) of the HolderCompany’s 10.0% Convertible Senior Secured Notes due 2017 (the “Existing Notes”), use which were issued under that certain Indenture dated as of June 6, 2014, by and among the Company, Wilmington Savings Fund Society, FSB, as trustee and as collateral trustee, and the guarantors named therein, as supplemented, and Whitebox, in its reasonable best efforts capacity as representative of the Holders under the Purchase Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, them in the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationPurchase Agreement.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the The Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such holder __________ Warrant Shares in such other name may be made accordance with the terms of the Warrant. Date: _______________ __, ______ Name of Registered Holder By: Name: Title: ACKNOWLEDGMENT The Company hereby acknowledges this Exercise Notice and hereby directs [TRANSFER AGENT] to issue the above indicated number of shares of Common Stock on or prior to the applicable Share Delivery Date. VISLINK TECHNOLOGIES, INC. By: Name: Title: Exhibit B-2 [FORM OF CERTIFICATED PRE-FUNDED WARRANT] VISLINK TECHNOLOGIES, INC. PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Number of Warrant Shares: Date of Issuance: [●], 2019 (“Issuance Date”) CUSIP: [●] THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK certifies that, for value received, [HOLDER] (the “Holder”) is entitled, subject to the terms set forth below, to purchase from Vislink Technologies, Inc. (the “Company”), at the Exercise Price (as defined below) then in effect, at any time or times on or after [●], 2019 (the “Initial Exercisability Date”), but not after the Expiration Date (as defined below), up to ______________ (_____________) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Pre-Funded Warrant to Purchase Common Stock (including any Pre-Funded Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants”) issued pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for that certain Underwriting Agreement, dated as of [●], 2019 (the Warrant Shares issuable upon such exercise“Subscription Date”) by and between the Company and A.G.P./Alliance Global Partners, free of restrictive legends, or and (ii) an electronic delivery the Company’s Registration Statement on Form S-1 (File number 333-[●]) (the “Registration Statement”). This Warrant shall initially be issued and maintained in the form of the Warrant Shares to the Holder’s account at a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) or shall initially be the sole registered holder of this Warrant, subject to a similar organization, unless Holder’s right to elect to receive a Warrant in certificated form pursuant to the case of clause (i) and (ii) a registration statement covering the resale terms of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities ActAgreement, in which case such Holder this sentence shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationapply.

Delivery of Warrant Shares. (a) To effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the aggregate Warrant Shares represented by this Warrant is being exercised. Upon delivery of the Exercise Notice (ain the form attached hereto) Upon exercise to the Company (with the attached Warrant Shares Exercise Log) at its address for notice set forth herein and upon payment of this Warrantthe Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, the Company shall promptly (but in no event (i) later than three (3) Trading Days after the Date of Exercise Date or (ii) prior to the receipt of the Exercise Priceas defined herein)) issue or cause and deliver to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, which, unless otherwise required by the Purchase Agreement, shall be free of restrictive legends. The Company shall, or (ii) an electronic delivery upon request of the Warrant Shares Holder and subsequent to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) date on which a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then has been declared effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under by the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holderand Exchange Commission, use its reasonable best efforts to deliver, or cause to be delivered, deliver Warrant Shares hereunder electronically through DTC the Depository Trust Corporation or another established clearing corporation performing similar functions, if available; , provided, that, the Company may, but will not be required to, to change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through the Depository Trust Corporation. A "DATE OF EXERCISE" means the date on which the Holder shall have delivered to the Company: (i) the Exercise Notice (with the Warrant Exercise Log attached to it), appropriately completed and duly signed and (ii) if such a clearing corporationHolder is not utilizing the cashless exercise provisions set forth in this Warrant, payment of the Exercise Price for the number of Warrant Shares so indicated by the Holder to be purchased.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the The Company shall promptly (but in no event cause the Warrant Shares purchased hereunder to be transmitted by the Company’s transfer agent to the Holder by (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares Company’s transfer agent is participating in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, by crediting the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (ii) if the Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, or if this Warrant is being exercised via cashless exercise, by issuing and delivering (via reputable overnight courier) to the address as specified in the Exercise Notice, a similar organizationcertificate, unless registered in the name of the Holder or its designee, in each case by the date that is two (2) Trading Days after the Exercise Date (the “Warrant Share Delivery Date”); provided, that the Holder delivers the payment to the Warrant Agent of the aggregate Exercise Price with respect to the Exercise Notice (other than in the case of clause (ia cashless exercise) and (ii) a registration statement covering on the resale of the Warrant Shares and naming Exercise Date; provided, further, that if the Holder as a selling stockholder thereunder is not then effective or fails to deliver such payment on the Exercise Date, such Warrant Shares are not freely transferable without volume and manner Share Delivery Date shall instead become the first Trading Day following the delivery of sale restrictions pursuant to Rule 144 under such payment. Upon the Securities ActExercise Date, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed for all corporate purposes to have become the holder of record of such the Warrant Shares as with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares; provided payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received on the Exercise Date. If the While this Warrant Shares are to be issued free of all restrictive legendsremains outstanding, the Company shall, upon the written request of the Holder, shall use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its a transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationthat participates in the DTC Fast Automated Securities Transfer Program.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the The Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such holder __________________ Warrant Shares in accordance with the terms of the Warrant. Date: (Print Name of Registered Holder) By: Name: Title: Exhibit A EXHIBIT B ASSIGNMENT OF WARRANT (To be signed only upon authorized transfer of the Warrant) For Value Received, the foregoing Common Stock Purchase Warrant and all rights evidenced thereby are hereby assigned to . By accepting such other name may transfer, the transferee acknowledges that it has reviewed the within Common Stock Purchase Warrant and has agreed to be made pursuant to bound in all respects by its terms and conditions; and such transferee represents and warrants that it is an available exemption from the registration requirements “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended. Holder Date: (Signature) * (Name) (Address) (Social Security or Tax Identification No.) * The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s) and all applicable state securities or blue sky lawstitle(s) with such entity. Transferee 1 Date: (Signature) (Name) (Address) Exhibit B NEITHER THIS WARRANT NOR THE SECURITIES AS TO WHICH THIS WARRANT MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (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. IN ADDITION, EXERCISE OF THIS WARRANT IS SUBJECT TO LIMITATIONS SPECIFIED IN THIS WARRANT. COMMON STOCK PURCHASE WARRANT TRANS WORLD ENTERTAINMENT CORPORATION Warrant Shares: 93,923 Date of Issuance: March 30, 2020 (the “Issuance Date”) THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received (in connection with RJHDC, LLC providing a $2,006,800 loan to Etailz, Inc. (“Etailz”), a subsidiary of Trans World Entertainment Corporation (i) a certificate for the Warrant Shares issuable upon such exercise“Company”)), free of restrictive legendsRJHDC, or LLC (ii) an electronic delivery of including its permitted and registered assigns, the Warrant Shares to the “Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shallentitled, upon the written request terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from the Holder, use its reasonable best efforts Company up to deliver, or cause to be delivered, 93,923 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share. The number of Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, for which this Warrant may be exercised is subject to adjustment in accordance with the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationterms hereof.

Delivery of Warrant Shares. (a) (a) Upon exercise of this the Warrant, the Company Warrant Agent shall promptly (but in no event later than the latest of (i) later than three two (32) Trading Days after the Exercise Date or Date, (ii) prior to the one (1) Trading Day after receipt of the aggregate Exercise PricePrice (such later date, the “Warrant Share Delivery Date”), and (iii) issue or cause solely if the exercise is a Cashless Exercise, as promptly as practicable after the Exercise Date and receipt of advice from the Company as to the number of Common Shares to be issued and cause pursuant to be delivered to or Section 10 (upon the written order request of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement Company is not a participant in the Fast Automated Securities Transfer Program (the “FAST Program”) and provided either (A) there is an effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that registration statement permitting the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) to, or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming by, the Holder as a selling stockholder thereunder is not then effective or (B) the Warrant is being exercised via cashless exercise), advise the Company and the Company’s transfer agent and registrar to issue (x) such aggregate number of Common Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal at Custodian (DWAC) system, or (y) if the provisions of clause (A) and (B) above are not freely transferable without volume satisfied, issue and manner dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of sale restrictions the Holder or its designee, for the number of Common Shares to which the Holder is entitled pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legendsexercise. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares for purposes of Regulation SHO as of the earlier of the time of delivery of the Exercise Date. If Notice and delivery by a Holder of irrevocable instructions to a Participant to exercise Warrants into such Warrant Shares, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within one (1) Trading Day following delivery of the applicable Exercise Notice. While the Warrant are outstanding and exercisable, the Warrant Agent shall notify the Company if its ceases to be issued free of all restrictive legends, a participant in the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationFAST Program.

Delivery of Warrant Shares. (a) (a) Upon exercise Other than as may be required in connection with registration of a transfer of this Warrant, the Holder shall not be required to physically surrender this Warrant unless this Warrant is being exercised in full. To effect exercises hereunder, the Holder shall duly execute and deliver to the Company at its address for notice set forth herein (or to such other address as the Company may designate by notice in writing to the Holder), an Exercise Notice in the form of Annex B hereto, along with the Warrant Share Exercise Log in the form of Annex C hereto, and shall pay the Exercise Price, if applicable, multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder. The Company shall promptly (but in no event (i) later than three (3) Trading Days after the Date of Exercise Date or (ii) prior to the receipt of the Exercise Priceas defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise. The Company shall, free of restrictive legends, or (ii) an electronic delivery upon request of the Warrant Shares Holder, and subsequent to the Holder’s account at the Depository Trust Company (“DTC”) or date on which a similar organization, unless in the case of clause (i) and (ii) a registration statement Registration Statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then has been declared effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the HolderSEC, use its commercially reasonable best efforts to deliver, or cause to be delivered, deliver Warrant Shares hereunder electronically through DTC the Depository Trust Corporation or another established clearing corporation performing similar functions. A “Date of Exercise” for purposes of this Warrant, means the date on which the Holder shall have delivered to the Company: (i) the Exercise Notice (with the Warrant Exercise Log attached to it), appropriately completed and duly signed and (ii) if available; providedsuch Holder is not utilizing the cashless exercise provisions set forth in this Warrant, thatpayment of the Exercise Price for the number of Warrant Shares so indicated by the Holder to be purchased. If by the third Trading Day after the Date of Exercise, the Company mayfails to deliver the required number of EXHIBIT 10.62 Warrant Shares, but the Holder will not be have the right to rescind the exercise. If by the third Trading Day after a Date of Exercise, the Company fails to deliver the required tonumber of Warrant Shares, change its transfer agent and if its current transfer agent cannot after such third Trading Day and prior to the receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Warrant Shares electronically through which the Holder anticipated receiving upon such exercise (a clearing corporation“Buy In”), then the Company shall (i) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue by (B) the closing bid price of the Common Stock on the exercise date and (ii) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Warrant Shares that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy In.

Delivery of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, ____________ Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows: ☐ Check here if requesting delivery as a certificate to the following name and to the following address: Issue to: ☐ Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: DTC Participant: DTC Number: Account Number: Date: ____________ __, Name of Registered Holder By: Name: Title: Tax ID: Facsimile: E-mail Address: EXHIBIT B ASSIGNMENT FORM (To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.) FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to Name: (Please Print) Address: (Please Print) Dated: ____________ __, ____ Holder’s Signature: Holder’s Address: Exhibit E A&R District 2 Warrant (Attached) NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. Warrant No. 2021-006 AMENDED AND RESTATED WARRANT EASTSIDE DISTILLING, INC. Warrant Shares: 22,500 Initial Exercise Date: September 29, 2023 THIS WARRANT (the “Warrant”) certifies that, for value received, District 2 Capital Fund LP 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 Initial Exercise Date (as defined herein) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Eastside Distilling, Inc., a Nevada corporation (the “Company”), up to 22,500 shares of Common Stock (“Warrant Shares”) having an expiration date of June 23, 2028. The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). Reference is made to that certain Warrant No. 2021-006 dated as of July 29, 2021 issued by the Company in favor of the Holder (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Existing Warrant”) pursuant to the Warrant Exercise Inducement Letters (as defined below). The terms and issuance of the Existing Warrant were approved by the Company’s stockholders on June 23, 2022 at the Company’s 2022 Annual Meeting of Stockholders. The Company and the Holder have agreed to amend and restate the Existing Warrant, on the terms and subject to the conditions contained herein, in order to, among other things, (a) extend the exercise period of the Existing Warrant, and (ab) Upon adjust the exercise price of the Existing Warrant and the number of shares of Common Stock issuable hereunder to reflect the effect of the 1-for -20 reverse stock split of the Common Stock effected by the Company on May 12, 2023, and the effect of the application of the anti-dilution provisions of the Existing Warrant for any events occurring on or prior to the Initial Exercise Date, including without limitation, the consummation of the transactions described in that certain Debt Satisfaction Agreement dated as of September 29, 2023 by and among the Company, the Holder, Bigger Capital Fund, LP, Aegis Security Insurance Company, LD Investments, LLC, a California limited liability company, and TQLA, LLC, a California limited liability company (the “Debt Satisfaction Agreement”). This Warrant amends, restates and supersedes in its entirety the Existing Warrant. The Company and the Holder hereby confirm and agree that upon execution and delivery of this Warrant, the Company Existing Warrant shall promptly (but in have no event (i) later than three (3) Trading Days after the Exercise Date further force or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an available exemption from the registration requirements of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume and manner of sale restrictions pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporationeffect.

Delivery of Warrant Shares. (a) (a) Upon exercise of this Warrant, the The Company shall promptly (but in no event (i) later than three (3) Trading Days after the Exercise Date or (ii) prior to the receipt of the Exercise Price) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the Company to the effect that the issuance of such holder Warrant Shares in such other name may be made accordance with the terms of the Warrant. Date: , Name of Registered Holder By: Name: Title: ACKNOWLEDGMENT The Company hereby acknowledges this Exercise Notice and hereby directs Computershare Trust Company, N.A. to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated May 12, 2014 from the Company and acknowledged and agreed to by Computershare Trust Company, N.A. TELIK, INC. By: Name: Title: EXHIBIT III FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Computershare Trust Company, N.A. 000 Xxxxxx Xxxxxx Canton, MA 02021 Re: Telik, Inc. Ladies and Gentlemen: [We are][I am] counsel to Telik, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement, dated as of May 12, 2014 (the “Securities Purchase Agreement”), entered into by and among the Company and the buyers named therein (collectively, the “Holders”) pursuant to an available exemption from which the registration requirements Company issued to the Holders shares of the Securities Act Company’s Series B Convertible Preferred Stock shares, par value $0.01 per share (the “Preferred Shares”) convertible into the Company’s common stock, par value $0.01 per share (the “Common Stock”) and all applicable state securities or blue sky lawswarrants exercisable for shares of Common Stock (the “Warrants”), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares . Pursuant to the Holder’s account at Securities Purchase Agreement, the Depository Trust Company also has entered into a Registration Rights Agreement with the Holders (the “DTCRegistration Rights Agreement”) or a similar organizationpursuant to which the Company agreed, unless in the case of clause (i) and (ii) a registration statement covering among other things, to register the resale of the Warrant Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Preferred Shares and naming the Holder shares of Common Stock issuable upon exercise of the Warrants under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on , 2014, the Company filed a Registration Statement on Form S-3 (File No. 333- ) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names each of the Holders as a selling stockholder thereunder is not then thereunder. In connection with the foregoing, [we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the Warrant Shares SEC and the Registrable Securities are not available for resale under the 1933 Act pursuant to the Registration Statement. This letter shall serve as our standing instruction to you that the shares of Common Stock are freely transferable without volume and manner of sale restrictions by the Holders pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of shares of Common Stock to the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated Holders as contemplated by the Holder to receive Warrant SharesCompany’s Irrevocable Transfer Agent Instructions dated May 12, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date2014. If the Warrant Shares are to be issued free of all restrictive legendsVery truly yours, the Company shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through DTC or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through such a clearing corporation.[ISSUER’S COUNSEL] By: