Form 8-K

8-K — Traws Pharma, Inc.

Accession: 0001104659-26-043497

Filed: 2026-04-15

Period: 2026-04-15

CIK: 0001130598

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2611843d1_8k.htm (Primary)

EX-4.1 — EXHIBIT 4.1 (tm2611843d1_ex4-1.htm)

EX-4.2 — EXHIBIT 4.2 (tm2611843d1_ex4-2.htm)

EX-4.3 — EXHIBIT 4.3 (tm2611843d1_ex4-3.htm)

EX-4.4 — EXHIBIT 4.4 (tm2611843d1_ex4-4.htm)

EX-10.1 — EXHIBIT 10.1 (tm2611843d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2611843d1_ex10-2.htm)

EX-99.1 — EXHIBIT 99.1 (tm2611843d1_ex99-1.htm)

GRAPHIC (tm2611843d1_ex99-1img001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2611843d1_8k.htm · Sequence: 1

false

0001130598

2026-04-15

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

April 15, 2026

Traws

Pharma, Inc.

(Exact name of Registrant as specified in its

charter)

Delaware

001-36020

22-3627252

(State or Other Jurisdiction

of Incorporation or Organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

12 Penns Trail

Newtown, PA 18940

(267)

759-3680

(Address,

Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive

Offices)

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common

stock, par value $.01 per share

TRAW

The

Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into

a Material Definitive Agreement

PIPE Securities Purchase

Agreement

On April 15, 2026,

Traws Pharma, Inc. (the “Company”) announced the pricing of an offering (the “Private Placement”) of an

aggregate of (i) 5,982,919 shares (the “Purchased Shares”) of the Company’s common stock, par value $0.01 per

share (“Common Stock”) (or, in lieu of Purchased Shares, pre-funded warrants to purchase shares of Common Stock

(“Pre-Funded Warrants”)), (ii) Series A warrants to initially purchase up to 5,982,919 shares of Common Stock (the

“Series A Warrants”), (iii) Series B warrants to initially purchase up to 5,982,919 shares of Common Stock (the

“Series B Warrants”), and (iv) Series C warrants to initially purchase up to 17,948,757 shares of Common Stock (the

“Series C Warrants” and together with the Pre-Funded Warrants, the Series A Warrants and the Series B Warrants, the

“Warrants”) pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) by and between the

Company and the purchasers named therein (the “Investors”). The Purchased Shares, the Warrants and the shares of Common

Stock issuable upon exercise of the Warrants are collectively referred to herein as the “Securities.” Terms defined in

the Purchase Agreement are used as therein defined, unless otherwise defined herein.

The

aggregate offering price for the Purchased Shares and the Pre-Funded Warrants sold in the Private Placement was approximately $10,000,000,

before placement agent fees and expenses. In addition, if all Series A Warrants, Series B Warrant and Series C Warrants are fully exercised

for cash, potential additional gross proceeds to the Company would be approximately $50,000,000. The Company intends to use the

proceeds from the Private Placement to advance the Company’s influenza program through a Phase 2a human challenge trial in the United

Kingdom.

The purchase price per

each Purchased Share and accompanying Series A Warrant, Series B Warrant, and Series C Warrant was $1.6730. The purchase price per each

Pre-Funded Warrant and accompanying Series A Warrant, Series B Warrant, and Series C Warrant was $1.6630, and each Pre-Funded Warrant

has an exercise price of $0.01, subject to adjustment. The exercise price per each Series A Warrant, Series B Warrant, and Series C Warrant

is $1.673, subject to adjustment. The Private Placement was priced “at-the-market” under the rules and regulations of The

Nasdaq Stock Market LLC. The Private Placement is expected to close on or about April 16, 2026, subject to the satisfaction of customary

closing conditions.

The Common Stock, Warrants, and shares of Common Stock underlying the

Warrants are being offered in reliance upon the exemption from the registration requirement of the Securities Act of 1933, as amended

(the “Securities Act”), pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder, and

applicable state securities laws. The issuance of the Common Stock, Warrants, and shares of Common Stock underlying the Warrants have

not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or

an exemption from registration under the Securities Act and any applicable state securities laws.

The Pre-Funded Warrants

are exercisable immediately following the date of issuance, may be exercised at any time until all of the Pre-Funded Warrants are exercised

in full.

The Series A Warrants

are exercisable upon the Company’s notice to the Investors of the Company’s receipt of approval from the Medicines and Healthcare

products Regulatory Agency to conduct a human challenge trial in the UK during the period from such notification until 5:00 p.m. (New

York City time) on the first date after which all of the following conditions have been satisfied for a 10 consecutive trading day period:

(1) the Company shall have honored in accordance with the terms of the warrant all notices of exercise of the warrants delivered by 5:00

p.m. (New York City time) on the last day of such 10 consecutive trading day period, (2) a registration statement shall be effective as

to the resale of all shares of Common Stock into which such warrant is exercisable and the related prospectus available for use by the

Investors for the resale of all shares of Common Stock into which such warrant is exercisable, (3) the Common Stock shall be listed or

quoted for trading on its respective trading market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance

of all Securities (collectively, the “Conditions”).

The Series B Warrants

are exercisable upon the later of (a) announcement of data from the human challenge trial during the period from such announcement, or

(b) Shareholder Approval (as defined in the Series B Warrants) has been received, until 5:00 p.m. (New York City time) on the earlier

of (y) the first date after the Conditions have been satisfied for a 10 consecutive trading day period, and (z) the three (3) year anniversary

of the initial issuance date of the Series B Warrants.

The Series C Warrants

are exercisable after Shareholder Approval (as defined in the Series C Warrants) and may be exercised at any time until and on or prior

to 5:00 p.m. (New York City time) on the 3-year anniversary of the initial exercise date of the Series C Warrants. If, after the issuance

of the Series C Warrants, the market closing sale price of the shares of Common Stock is reported at or above 200% of the Series C Warrants’

exercise price for an uninterrupted period of 30 trading days, then the Company may, within 1 trading day of the end of such 30-day period,

call for cancellation of all or any portion of Series C Warrants for which an exercise notice has not yet been delivered for consideration

equal to $.001 per Warrant Share.

A holder may not exercise

any Warrants that would cause the aggregate number of shares of Common Stock beneficially owned by the holder to exceed 4.99% (or, at

the option of the holder, 9.99%) of the Company’s issued and outstanding Common Stock immediately after exercise. To the extent

such limitation restricts the exercise of any of the Series A Warrants, Series B Warrants or Series C Warrants, an Investor may choose,

in lieu of receiving shares of Common Stock upon exercise of any such warrant, to receive a pre-funded warrant to purchase an identical

number of shares of Common Stock that it would have received upon the exercise of such Series A Warrants, Series B Warrants or Series

C Warrants (as applicable) for shares of Common Stock; provided, however that the exercise price shall instead be the exercise price under

such Series A Warrants, Series B Warrants or Series C Warrants (as applicable) less $0.01 per share, and the resulting issued pre-funded

warrant will have an exercise price of $0.01 per share. Such pre-funded warrant will be in the same form as the Pre-Funded Warrants issued

in the Private Placement.

The Warrants are subject

to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar

events affecting the Common Stock and also upon any distributions for no consideration of assets to the Company’s stockholders.

The Warrants do not entitle the holders thereof to any voting rights or any of the other rights or privileges to which holders of Common

Stock are entitled.

Additionally, for the

Series A Warrants, Series B Warrants, and Series C Warrants, if, (i) the Company effects any merger or consolidation of the Company with

or into another person, in which the Company is not the surviving entity or in which the stockholders of the Company immediately prior

to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately

after such merger or consolidation, (ii) the Company effects any sale to another person of all or substantially all of its assets in one

or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another person),

holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company

or such other person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other

business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another

person whereby such other person acquires more than 50% of the voting power of the capital stock of the Company (except for any such transaction

in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting

power of such person immediately after the transaction) or (v) the Company effects any reclassification of the Common Stock or any compulsory

share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in

any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the holders of such warrants will

be entitled to receive upon exercise of such warrants the kind and amount of securities, cash or other property that the holders would

have received had they exercised such warrants immediately prior to such Fundamental Transaction.

Cantor Fitzgerald &

Co. (“Cantor”) is acting as lead placement agent for the Private Placement.

Citizens JMP Securities,

LLC and Tungsten Advisors LLC (through its Broker-Dealer, Finalis Securities LLC) are acting as co-placement agents for the Private Placement

(collectively with Cantor, the “Placement Agents”). The Company has agreed to pay the Placement Agents a cash fee at closing

equal to 6.0% of the gross proceeds received by the Company in the offering, including for the exercise of any Warrants, and will reimburse

Cantor for accountable out-of-pocket expenses in an amount not exceeding $175,000.

The Purchase Agreement contains customary representations and warranties

of the Company, customary conditions to closing, and termination provisions. Pursuant to the terms of the Purchase Agreement, for a period

from the date of the Purchase Agreement until the earlier of (a) sixty (60) days after the closing date and (b) the business day immediately

following the effective date of the registration statement filed pursuant to the Registration Rights Agreement (defined below), subject

to certain exceptions, the Company may not issue, enter into any agreement to issue or announce the issuance or proposed issuance of any

shares of Common Stock or common stock equivalents, or file any registration statement or any amendment or supplement thereto. In addition,

the Company has agreed to hold a meeting of shareholders for the purpose of obtaining Shareholder Approval (as defined in the Purchase

Agreement), and to continue to call a meeting every three months thereafter to seek Shareholder Approval until the earlier of the date

Shareholder Approval is obtained or the Series B Warrants and Series C Warrants are no longer outstanding. The representations and warranties

of each party set forth in the Purchase Agreement have been made solely for the benefit of the other party to the Purchase Agreement,

and such representations and warranties should not be relied on by any other person.

The foregoing descriptions

of the Purchase Agreement and the Warrants do not purport to be complete and are qualified in their entirety by references to the full

text of (i) the form of the Purchase Agreement, which is filed as Exhibit 10.1 to this Report and is incorporated herein, (ii) the form

of Pre-Funded Warrant, which is filed as Exhibit 4.1 to this Report and is incorporated by reference herein, (iii) the form of Series

A Warrant, which is filed as Exhibit 4.2 to this Report and is incorporated by reference herein, (iv) the form of Series B Warrant, which

is filed as Exhibit 4.3 to this Report and is incorporated by reference herein, and (v) the form of Series C Warrant, which is filed as

Exhibit 4.4 to this Report and is incorporated by reference herein.

Registration Rights

Agreement

In connection with the

Private Placement, the Company also entered into a Registration Rights Agreement, dated April 15, 2026 (the “Registration Rights

Agreement”), with the Investors requiring the Company to register the resale of the Purchased Shares and the shares of Common Stock

issuable upon exercise of the Warrants under a registration statement on Form S-3 (or a Form S-1 if the Company is not then eligible to

register for resale such securities on Form S-3) (the “Resale Registration Statement”). The Company is required to prepare

and file the Resale Registration Statement with the Securities and Exchange Commission (the “SEC”) as soon as reasonably practicable,

but in no event later than 30 days following the closing date of the Private Placement (the “Filing Deadline”), and to use

reasonable best efforts to cause the Resale Registration Statement to be declared effective as promptly as practicable thereafter, and

in any event no later than the earlier of (a) the 45th calendar day following the earlier of (x) the initial filing date of

the Resale Registration Statement and (y) the Filing Deadline if the SEC notifies the Company that it will “review” the Resale

Registration Statement and (b) the 5th Business Day after the date the Company is notified (orally or in writing, whichever

is earlier) by the SEC that the Resale Registration Statement will not be “reviewed” or will not be subject to further review

(the “Effectiveness Deadline”).

If the Company fails

to meet the Filing Deadline or the Effectiveness Deadline, subject to certain terms provided for in the Registration Rights Agreement,

the Company will be required to pay liquidated damages to the Investors. The Registration Rights Agreement provides for customary indemnification

and contribution provisions. In the event the Investors no longer hold “Registrable Securities,” as defined in the Registration

Rights Agreement, or when the Registrable Securities may be resold by the Investors pursuant to Rule 144 (“Rule 144”) promulgated

under the Securities Act without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without

the requirement for the Company to be in compliance with the current public information requirement under Rule 144 under the Securities

Act or any other rule of similar effect, the Company may not be obligated to cause the declaration of effectiveness of the Resale Registration

Statement by the SEC.

The foregoing description

of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of

the form of the Registration Rights Agreement, which is filed as Exhibit 10.2 to this Report and is incorporated by reference herein.

Item 3.02 Unregistered

Sales of Equity Securities.

The information contained

above in Item 1.01 of this Report is hereby incorporated by reference into this Item 3.02 in its entirety.

Based in part upon the

representations of the Investors in the Purchase Agreement, the issuances of the Securities in connection with the Private Placement are

exempt from registration under the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering

under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. Each of the Investors represented that

they are an “accredited investor” as defined in Rule 501(a) under the Securities Act, and that they are acquiring the Securities

for investment purposes only and not with a view to any resale, distribution or other disposition of the Securities in violation of the

United States federal securities laws.

The Purchased Shares,

the Warrants and/or the shares of Common Stock underlying the Warrants may not be sold absent registration or an applicable exemption

from the registration requirements of the Securities Act.

Item 8.01 Other Events.

April 15, 2026, the Company issued a press release announcing that the Company had priced the offering of the Purchased Shares and Warrants.

A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Forward Looking

Statements

Some of the statements

in this report are forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Securities Exchange

Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, and involve risks and uncertainties. These statements

relate to the Company’s expectations regarding its products, its collaborations, its clinical trials, planned FDA approvals or other

development plans, the use of proceeds of the offering, and the satisfaction of the closing conditions set forth in the Purchase Agreement.

The Company has attempted to identify forward-looking statements by terminology including “believes,” “estimates,”

“anticipates,” “expects,” “plans,” “intends,” “may,” “could,”

“might,” “will,” “should,” “approximately” or other words that convey uncertainty of future

events or outcomes. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable as

of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking

statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including the

Company’ ability to continue as a going concern, the need for additional financing, risks associated with market conditions, the

success and timing of the Company’s clinical trials and regulatory approval of protocols, the closing of the offering, the use of

proceeds of the offering, market and other conditions and those discussed under the heading “Risk Factors” in the Company’s

most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC. Additional risks and uncertainties include,

but are not limited to, the Company’s ability to file the Resale Registration Statement with the SEC and cause its effectiveness

in a timely manner in accordance with the Resale Registration Statement or at all. Given these uncertainties, you should not place undue

reliance on these forward-looking statements.

Any forward-looking statements

contained in this report speak only as of its date. The Company undertakes no obligation to update any forward-looking statements contained

in this report to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events.

Item 9.01. Financial

Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

4.1

Form of Pre-Funded Warrant

4.2

Form of Series A Warrant

4.3

Form of Series B Warrant

4.4

Form of Series C Warrant

10.1*

Form of Securities Purchase Agreement

10.2

Form of Registration Rights Agreement

99.1

Press Release of Traws Pharma, Inc. issued on April 15, 2026

104

Cover Page Interactive Data File (embedded within the Inline

XBRL document)

* Schedules

and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of

any omitted exhibit to the SEC upon request.

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned

hereunto duly authorized.

Date: April 15, 2026

TRAWS PHARMA, INC.

By:

/s/ Iain

Dukes

Iain Dukes

Chief Executive Officer

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2611843d1_ex4-1.htm · Sequence: 2

Exhibit 4.1

THIS WARRANT AND THE SHARES OF COMMON STOCK

ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,

AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED

FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT

TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (WHICH FOR THE AVOIDANCE

OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION), (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY

SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV) THE SECURITIES

ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE

NEITHER CONSENT NOR THE DELIVERY OF AN OPINION). 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.

FORM OF PRE-FUNDED WARRANT TO PURCHASE

COMMON STOCK

Number of Shares: [•]

(subject to adjustment)

Warrant No. [•]

Original Issue Date: [•], 2026

Traws

Pharma, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, [•] or its registered assigns (the “Holder”),

is entitled, subject to the terms set forth below, to purchase from the Company up to a total of [•] shares of common stock, $0.01

par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and

all such shares, the “Warrant Shares”) at an exercise price per share equal to $0.01 (the “Exercise Price”),

in each case as adjusted from time to time as provided in Section 9, upon surrender of this Pre-Funded Warrant to Purchase

Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”)

at any time and from time to time on or after the date hereof (the “Original Issue Date”), subject to the following

terms and conditions:

This Warrant is one of a

series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated April 15, 2026 (the “Subscription

Date”), by and among the Company and the Investors identified therein (the “Purchase Agreement”).

1.             Definitions.

For purposes of this Warrant, the following terms shall have the following meanings:

“Affiliate”

means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediates, controls, is controlled

by or is under common control with such Person.

“Attribution Parties”

means, collectively, the following Persons and entities: (i) any direct or indirect Affiliates of the Holder, (ii) any investment

vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the date hereof, directly or indirectly

managed or advised by the Holder’s investment manager, (iii) any Person acting or who could be deemed to be acting as a Group

together with the Holder or any Attribution Parties and (iv) any other Persons whose beneficial ownership of the Company’s

Common Stock would or could be aggregated with the Holder’s and/or any other Attribution Parties for purposes of Section 13(d) or

Section 16 of the Exchange Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution

Parties to the Maximum Percentage.

“Business Day”

means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking

institutions in the State of New York are authorized or required by law or other governmental action to close.

“Closing Sale Price”

means, for any security as of any date, the last trade price for such security on the Principal Trading Market for such security, as

reported by Bloomberg Financial Markets, or, if such Principal Trading Market begins to operate on an extended hours basis and does not

designate the last trade price, then the last trade price of such security prior to 4:00 P.M., New York City time, as reported by Bloomberg

Financial Markets, or if the foregoing do not apply, the last trade price of such security in the over-the-counter market on the electronic

bulletin board for such security as reported by Bloomberg Financial Markets. If the Closing Sale Price cannot be calculated for a security

on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value

as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of

such security, then the Board of Directors of the Company shall use its good faith judgment to determine the fair market value. The Board

of Directors’ determination shall be binding upon all parties absent demonstrable error. All such determinations shall be appropriately

adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

“Commission”

means the U.S. Securities and Exchange Commission.

“Exchange Act”

means the U.S. Securities Exchange Act of 1934, as amended, and all of the rules and regulations promulgated thereunder.

“Group”

shall have the meaning ascribed to it in Section 13(d) of the Exchange Act, and all related rules, regulations and jurisprudence.

“Person”

means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, incorporated or

unincorporated association, joint venture, government (or an agency or subdivision thereof) or any other entity or organization.

“Principal Trading

Market” means the national securities exchange or other trading market on which the Common Stock is primarily listed on and

quoted for trading, which, as of the Original Issue Date, shall be the Nasdaq Capital Market.

“Securities Act”

means the U.S. Securities Act of 1933, as amended, and all of the rules and regulations promulgated thereunder.

“Standard Settlement

Period” means the standard settlement period, expressed in a number of Trading Days, for the Principal Trading Market with

respect to the Common Stock that is in effect on the date of delivery of an applicable Exercise Notice, which as of the Original Issue

Date was “T+1.”

“Trading Day”

means any weekday on which the Principal Trading Market is normally open for trading.

“Transfer Agent”

means EQ Shareowner Services, the Company’s transfer agent and registrar for the Common Stock, and any successor appointed in such

capacity.

2.             Issuance

of Securities; Registration of Warrants. The Company shall register ownership of this Warrant, upon records to be maintained

by the Company for that purpose (the “Warrant Register”), in the name of the record Holder (which shall include the

initial Holder or, as the case may be, any assignee to which this Warrant is permissibly assigned hereunder) from time to time. The Company

may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution

to the Holder, and for all other purposes, absent actual notice to the contrary.

3.             Registration

of Transfers. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable,

in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written

assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient

to pay any transfer taxes payable upon the making of such transfer. Subject to compliance with all applicable securities laws, the Company

shall, or will cause its Transfer Agent to, register the transfer of all or any portion of this Warrant in the Warrant Register, upon

surrender of this Warrant, and payment for all applicable transfer taxes (if any). Upon any such registration or transfer, a new warrant

to purchase Common Stock in substantially the form of this Warrant (any such new warrant, a “New Warrant”) evidencing

the portion of this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this

Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof

shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder

has in respect of this Warrant. The Company shall, or will cause its Transfer Agent to, prepare, issue and deliver at the Company’s

own expense any New Warrant under this Section 3. Until due presentment for registration of transfer, the Company may treat

the registered Holder hereof as the owner and holder for all purposes, and the Company shall not be affected by any notice to the contrary.

4.             Exercise

of Warrants.

(a)            All

or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Warrant (including Section 11)

at any time and from time to time on or after the Original Issue Date, and such rights shall not expire until exercised in full.

(b)            The

Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1

hereto (the “Exercise Notice”), completed and duly signed, and (ii) payment of the Exercise Price for the number

of Warrant Shares as to which this Warrant is being exercised (which may take the form of a “cashless exercise” if so indicated

in the Exercise Notice pursuant to Section 10 below), and the date on which the last of such items is delivered to the Company

(as determined in accordance with the notice provisions hereof) is an “Exercise Date.” The Holder shall not be required

to deliver the original Warrant in order to effect an exercise hereunder. No ink original Exercise Notice shall be required, nor shall

any medallion guarantee (or other type of guarantee or notarization) of any Exercise Notice be required. Execution and delivery of the

Exercise Notice 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, if any.

Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this section, following

the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given

time may be less than the amount stated on the face hereof.

5.             Delivery

of Warrant Shares.

(a)            Upon

exercise of this Warrant, the Company shall promptly (but in no event later than the number of Trading Days comprising the Standard Settlement

Period following the Exercise Date), upon the request of the Holder, cause the Transfer Agent to credit such aggregate number of shares

of Common Stock specified by the Holder in the Exercise Notice and to which the Holder is entitled pursuant to such exercise (the “Exercise

Shares”) to (i) the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”)

through its Deposit Withdrawal At Custodian system or (ii) in book-entry form via a direct registration system (“DRS”)

maintained by or on behalf of the Transfer Agent, in each case, so long as either (A) there is an effective registration statement

permitting the issuance of the Warrant Shares to or the resale of such Warrant Shares by the Holder or (B) the Exercise Shares are

eligible for resale by the Holder without volume or manner-of-sale restrictions pursuant to Rule 144 promulgated under the Securities

Act (assuming cashless exercise of this Warrant). If (A) and (B) above are not true, the Company shall cause the Transfer Agent

to 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 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 or its designee in restricted book-entry form in the Company’s share register. The Holder, or any 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, the date of the book

entry positions or the date of delivery of the certificates evidencing such Exercise Shares, as the case may be.

(b)            In

addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to deliver to the Holder or its

designee Exercise Shares in the manner required pursuant to Section 5(a) within the Standard Settlement Period following

the Exercise Date (other than a failure caused by incorrect or incomplete information provided by the Holder to the Company) and the

Holder or the Holder’s broker on its behalf 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 which the Holder anticipated receiving upon such exercise (a “Buy-In”)

but did not receive within the Standard Settlement Period, then the Company shall, within two (2) Trading Days after the Holder’s

request and in the Holder’s sole discretion, either (i) promptly honor its obligation to deliver to the Holder or its designee

the Exercise Shares pursuant to Section 5(a) and pay cash to the Holder in an amount equal to the excess (if any) of

the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in the

Buy-In, less the product of (A) the number of shares of Common Stock purchased in the Buy-In, times (B) the Closing Sale Price

of a share of Common Stock on the Exercise Date or (ii) 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, at which point the Company's obligation

to deliver the Exercise Shares shall terminate. The Holder shall provide the Company written notice promptly after the occurrence of

a Buy-In, indicating the amounts payable to the Holder in respect of the Buy-In together with applicable confirmations and other evidence

reasonably requested by the Company.

the extent permitted by law and subject to Section 5(b), the Company’s obligations to issue and deliver Warrant Shares

in accordance with and subject to the terms hereof (including the limitations set forth in Section 11 below) 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 that might otherwise

limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Subject to Section 5(b),

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 decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver

Exercise Shares; provided, however, that the Holder shall not be entitled to both (i) require the Company to reinstate the portion

of the Warrant and equivalent number of Warrant Shares for which such exercise was not timely honored and (ii) receive the number

of shares of Common Stock that would have been issued if the Company had timely complied with its delivery requirements under Section 5(a).

4.             Charges,

Taxes and Expenses. Issuance and delivery of Exercise Shares shall be made without charge to the Holder for any issue

or transfer tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance

of such shares, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required

to pay any tax that may be payable in respect of any transfer involved in the registration of any Warrant Shares or the Warrants in a

name other than that of the Holder or an Affiliate thereof. The Holder shall be responsible for all other tax liability that may arise

as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

5.             Replacement

of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange

and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt

of evidence reasonably satisfactory to the Company of such loss, theft or destruction (in such case) and, in each case, a customary and

reasonable contractual indemnity, if requested by the Company. If a New Warrant is requested as a result of a mutilation of this Warrant,

then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue

the New Warrant.

6.             Reservation

of Warrant Shares. The Company covenants that it will, at all times while this Warrant is outstanding, reserve and keep available

out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue

Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are initially issuable and deliverable

upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the

Holder (taking into account the adjustments and restrictions of Section 9). The failure of the Company to reserve and keep

available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock a sufficient number of shares of

Common Stock to enable it to issue Warrant Shares upon exercise of this Warrant as herein provided is referred to herein as an “Authorized

Share Failure.” The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment

of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and non-assessable.

The Company will take all such action as may be reasonably necessary to assure that such shares of Common Stock may be issued as provided

herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation

system upon which the Common Stock may be listed. The Company further covenants that it will not, without the prior written consent of

the Holder, take any actions to increase the par value of the Common Stock at any time while this Warrant is outstanding. In furtherance

of the Company’s obligations set forth in this Section 8, as soon as practicable after the date of the occurrence of an Authorized

Share Failure, but in no event later than ninety (90) days after the occurrence of such Authorized Share Failure, the Company shall hold

a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with

such meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit

its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend

to the stockholders that they approve such proposal. Notwithstanding the foregoing, if any such time of an Authorized Share Failure,

the Company is able to obtain the written consent of a majority of the shares of its issued and outstanding shares of Common Stock to

approve the increase in the number of authorized shares of Common Stock, the Company may satisfy this obligation by obtaining such consent

and submitting for filing with the SEC an Information Statement on Schedule 14C.

7.             Certain

Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant (the “Number of

Warrant Shares”) are subject to adjustment from time to time as set forth in this Section 9.

(a)            Stock

Dividends and Splits. If the Company, at any time after the Subscription Date and while this Warrant is outstanding, (i) pays

a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock issued and outstanding on the Original

Issue Date and in accordance with the terms of such stock on the Original Issue Date or as amended, that is payable in shares of Common

Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combines

its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issues by reclassification of shares

of capital stock any additional shares of Common Stock of the Company, then in each such case the Number of Warrant Shares shall be multiplied

by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after such event and the

denominator of which shall be the number of shares of Common Stock outstanding immediately before such event. Any adjustment made pursuant

to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled

to receive such dividend or distribution, provided, however, that if such record date shall have been fixed and such dividend is not

fully paid on the date fixed therefor, the Number of Warrant Shares shall be recomputed accordingly as of the close of business on such

record date and thereafter the Number of Warrant Shares shall be adjusted pursuant to this paragraph as of the time of actual payment

of such dividends. Any adjustment pursuant to clause (ii), (iii) or (iv) of this paragraph shall become effective immediately

after the effective date of such subdivision, combination or issuance.

(b)            Pro

Rata Distributions. If, on or after the Subscription Date, the Company shall declare or make any dividend or other pro rata distribution

of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including,

without limitation, any distribution of cash, stock or other securities, property, options, evidence of indebtedness or any other assets

by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction, but, for

the avoidance of doubt, excluding any distribution of shares of Common Stock subject to Section 9(a), any distribution of

Purchase Rights (as defined below) subject to Section 9(c) and any Fundamental Transaction (as defined below) subject

to Section 9(d)) (a “Distribution”) then, in each such case, the Holder shall be entitled to participate

in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of

Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this

Warrant, including without limitation, the Maximum Percentage (as defined below)) immediately before the date on which a record is taken

for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined

for the participation in such Distribution (provided, that to the extent that the Holder’s right to participate in

any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder

shall not be entitled to participate in such Distribution to such extent (and shall not be entitled to beneficial ownership of such shares

of Common Stock as a result of such Distribution (and beneficial ownership) to such extent) and the portion of such Distribution shall

be held in abeyance for the benefit of the Holder until such time or times as its right thereto would not result in the Holder and the

other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and

any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the

same extent as if there had been no such limitation).

Rights. If at any time on or after the Subscription Date, the Company grants, issues or sells any Options, Convertible Securities

or rights to purchase stock, warrants, securities or other property, in each case pro rata to the record holders of any class of Common

Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase

Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock

acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including

without limitation, the Maximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of

such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for

the grant, issuance or sale of such Purchase Rights; provided, that to the extent that the Holder’s right to participate

in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder

shall not be entitled to participate in such Purchase Right to such extent (and shall not be entitled to beneficial ownership of such

Common Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and at the Holder’s election, in its

sole discretion, either (1) such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such

time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage,

at which time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase

Right or on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation

or (2) the Company shall offer the Holder the right upon exercise of such Purchase Right to acquire a security (e.g. a pre-funded

warrant) that would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage but will otherwise to

the extent possible have economic and other rights, preferences and privileges substantially consistent and on par with the securities

or other property issuable upon exercise of the originally offered Purchase Rights). As used in this Section 9(c), (i) “Options”

means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities and (ii) “Convertible

Securities” mean any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable

for shares of Common Stock.

(d)            Fundamental

Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company

with or into another Person, in which the Company is not the surviving entity or in which the stockholders of the Company immediately

prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately

after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets

in one or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another

Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and

the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase

agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)

with another Person whereby such other Person acquires more than 50% of the voting power of the capital stock of the Company (except

for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the

same proportions, the voting power of such Person immediately after the transaction) or (v) the Company effects any reclassification

of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for

other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above)

(in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have

the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled

to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the

holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (including any Distributions or Purchase Rights

then held in abeyance pursuant to Sections 9(b) or 9(c) above) without regard to any limitations on exercise

contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which

the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate

Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to

Section 10 below or (ii) if the Alternate Consideration includes any securities of another Person, such Person is a

publicly traded corporation whose stock is quoted or listed for trading on a Trading Market and prior to or simultaneously with the consummation

thereof, any successor to the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume

the obligation to deliver to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may

be entitled to receive, and the other obligations under this Warrant. The provisions of this paragraph (d) shall similarly apply

to subsequent transactions analogous to a Fundamental Transaction type.

(e)            Number

of Warrant Shares. Simultaneously with any adjustment to the Number of Warrant Shares pursuant to Section 9, the Exercise

Price shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for

the increased or decreased Number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to

such adjustment. Notwithstanding the foregoing, in no event may the Exercise Price be adjusted below the par value of the Common Stock

then in effect.

(f)             Calculations.

All calculations under this Section 9 shall be made to the nearest one-tenth of one cent or the nearest share, as applicable.

(g)            Notice

of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will, at

the written request of the Holder, promptly compute such adjustment, in good faith, in accordance with the terms of this Warrant and

prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type

of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise

to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly

deliver a copy of each such certificate to the Holder and to the Company’s transfer agent.

(h)            Notice

of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of

cash, securities or other property in respect of its Common Stock, including, without limitation, any granting of rights or warrants

to subscribe for or purchase any capital stock of the Company or any subsidiary, (ii) authorizes or approves, enters into any agreement

contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation

or winding up of the affairs of the Company, then the Company shall deliver to the Holder a notice of such transaction at least ten (10) days

prior to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote

with respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein shall not affect the

validity of the corporate action required to be described in such notice. In addition, if while this Warrant is outstanding, the Company

authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction contemplated

by Section 9(d), the Company shall deliver to the Holder a notice of such Fundamental Transaction at least 30 days prior

to the date such Fundamental Transaction is consummated and the Company shall contemporaneously with any such delivery (or on or prior

to 8:30 a.m., New York city time on the Business Day following a notice from the Holder) publicly disclose such material, nonpublic information

on a Current Report on Form 8-K or otherwise.

10.           Payment

of Exercise Price. Notwithstanding anything contained herein to the

contrary, the Holder may, in its sole discretion,

satisfy its obligation to pay the Exercise Price through a “cashless exercise”, in which event the Company shall issue to

the Holder the number of Warrant Shares in an exchange of securities effected pursuant to Section 3(a)(9) of the Securities

Act, determined as follows:

X = Y [(A-B)/A]

where:

“X”     equals

the number of Warrant Shares to be issued to the Holder;

“Y”     equals

the total number of Warrant Shares with respect to which this Warrant is then being exercised;

“A”     equals

the Closing Sale Price of the shares of Common Stock (as reported by Bloomberg Financial Market) as of the Trading Day on the date immediately

preceding the Exercise Date); and

“B”     equals

the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

For purposes of Rule 144 promulgated under

the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a “cashless exercise” transaction

shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced,

on the Original Issue Date (provided that the Commission continues to take the position that such treatment is proper at the time of

such exercise). In the event that a registration statement registering the issuance of Warrant Shares is, for any reason, not effective

at the time of exercise of this Warrant, then this Warrant may only be exercised through a cashless exercise, as set forth in this Section 10.

If the Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees that, in accordance with Section 3(a)(9) of

the Securities Act, the Exercise Shares issued in such exercise shall take on the registered characteristics of the Warrants being exercised

and may be tacked on to the holding period of the Warrants being exercised. Except as set forth in Section 5(b) (Buy-in

Remedy) and Section 12 (No Fractional Shares), in no event will the exercise of this Warrant be settled in cash.

11.           Limitations

on Exercise.

(a)            Notwithstanding

anything to the contrary contained herein, the Company shall not effect the exercise of any portion of this Warrant, and the Holder of

this Warrant shall not have the right to exercise any portion of the Warrant, and any such exercise shall be null and void ab initio

and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the Holder, together

with the Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of

the Exchange Act and the rules promulgated thereunder, in excess of [4.99][9.99]% (the “Maximum Percentage”)

of the Common Stock that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for

determining whether the Maximum Percentage is or will be exceeded, the aggregate number of shares of Common Stock held and/or beneficially

owned by the Holder together with the Attribution Parties, shall include the number of shares of Common Stock held and/or beneficially

owned by the Holder together with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the relevant

Warrant with respect to which the determination is being made but shall exclude the number of shares of Common Stock which would be issuable

upon (i) exercise of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties

and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company held and/or beneficially

owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible stock or warrants) that

are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Paragraph

11(a), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence,

be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder.

For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, a Holder of this Warrant may rely on the

number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent Form 10-K, Form 10-Q,

Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more

recent public announcement by the Company or (3) any other notice by the Company or the Company’s transfer agent setting forth

the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”).

For any reason at any time, upon the written request of the Holder, the Company shall within one (1) Business Day confirm in writing

or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the

number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire

through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein

contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise

Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share

Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the

extent that such Exercise Notice would otherwise cause the Holder’s, together with the Attribution Parties’, beneficial ownership,

as determined pursuant to this Section 11(a), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced

number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the

“Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise

price paid by the Holder for the Reduction Shares. In any case, the number of outstanding shares of Common Stock shall be determined

after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and the Attribution

Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock

to the Holder upon exercise of this Warrant results in the Holder, together with the Attribution Parties, being deemed to beneficially

own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of

the Exchange Act), the number of shares so issued by which the Holder’s, together with the Attribution Parties’, aggregate

beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall

be cancelled ab initio, and the Holder and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares.

As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to

the Holder the exercise price paid by the Holder for the Excess Shares. By written notice to the Company, a Holder of this Warrant may

from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice;

provided that any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company

and shall not negatively affect any partial exercise effected prior to such change.

(b)            This

Section 11 shall not restrict the number of shares of Common Stock which a Holder or the Attribution Parties may receive

or beneficially own in order to determine the amount of securities or other consideration that such Holder or the Attribution Parties

may receive in the event of (i) a Distribution as contemplated in Section 9(a), (ii) Purchase Rights as contemplated

in Section 9(b) or (iii) a Fundamental Transaction as contemplated in Section 9(c) of this Warrant.

For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage

shall not be deemed to be beneficially owned by the Holder or the Attribution Parties for any purpose including for purposes of Section 13(d) of

the Exchange Act and the rules promulgated thereunder or Section 16 of the Exchange Act and the rules promulgated thereunder,

including Rule 16a-1(a)(1). No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the

applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this

paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 11

to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended

beneficial ownership limitation contained in this Section 11 or to make changes or supplements necessary or desirable to

properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor

holder of this Warrant.

12.           No

Fractional Shares. No fractional Warrant Shares or scrip representing fractional shares will be issued in connection with any

exercise of this Warrant. In lieu of any fractional shares that would otherwise be issuable, the Company shall, at its election, either

pay the Holder a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price

or round up to the nearest whole share.

13.           Notices.

Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be in

writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication

is delivered confirmed e-mail at the e-mail address specified in the books and records of the Transfer Agent prior to 5:30 P.M., New

York City time, on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered

via confirmed e-mail at the e-mail address specified in the books and records of the Transfer Agent on a day that is not a Trading Day

or later than 5:30 P.M., New York City time, on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by

nationally recognized overnight courier service specifying next Business Day delivery, or (iv) upon actual receipt by the Person

to whom such notice is required to be given, if by hand delivery.

14.           Warrant

Agent. The Company shall initially serve as warrant agent under this Warrant. Upon 30 days’ notice to the Holder, the Company

may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting

from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any

new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent

under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant

agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.

15.            Miscellaneous.

(a)            No

Rights as a Stockholder. Except as otherwise set forth in this Warrant, the Holder, solely in such Person’s capacity as a holder

of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose,

nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder

of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action

(whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, amalgamation, conveyance or otherwise),

receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant

Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant

shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise)

or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

(b)            Further

Assurances. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without

limitation, amending its certificate or articles of incorporation or through any reorganization, transfer of assets, consolidation, merger,

dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of

the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all

such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without

limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount

payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary

or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise

of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any

public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or

in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary

from any public regulatory body or bodies having jurisdiction thereof.

and Assigns. Subject to compliance with applicable securities laws, this Warrant may be assigned by the Holder. This Warrant may

not be assigned by the Company without the written consent of the Holder, except to a successor in the event of a Fundamental Transaction

that complies with Section 9(d). This Warrant shall be binding on and inure to the benefit of the Company and the Holder

and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to

any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant.

(d)            Amendment

and Waiver. This Warrant may be amended only in writing signed by the Company and the Holder, or their successors and assigns. The

Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company

has obtained the written consent of the Holder. No amendment or modification of any Warrant shall be made unless the same is also offered

to all holders of Warrants. In addition, no consideration shall be offered or paid to any Person to amend or consent to a waiver or modification

of any provision of any of this Warrant unless the same consideration (other than the reimbursement of legal fees) also is offered to

all holders of the Warrants issued by the Company on the Original Issue Date.

(e)            Acceptance.

Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

(f)            Governing

Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED

BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW

THEREOF. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS

SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH

ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS),

AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT

TO THE JURISDICTION OF ANY SUCH COURT. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS

TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT

DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PERSON AT THE ADDRESS IN EFFECT FOR NOTICES TO IT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE

GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO

SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.

(g)            Headings.

The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any

of the provisions hereof.

(h)            Severability.

If any part or provision of this Warrant is held unenforceable or in conflict with the applicable laws or regulations of any jurisdiction,

the invalid or unenforceable part or provisions shall be replaced with a provision which accomplishes, to the extent possible, the original

business purpose of such part or provision in a valid and enforceable manner, and the remainder of this Warrant shall remain binding

upon the parties hereto.

[REMAINDER OF PAGE INTENTIONALLY

LEFT BLANK]

IN WITNESS WHEREOF, the Company has caused this Warrant

to be duly executed by its authorized officer as of the date first indicated above.

TRAWS PHARMA, INC.

By:

Name:

Title:

SCHEDULE 1

FORM OF EXERCISE

NOTICE

[To be executed by the Holder to purchase shares

of Common Stock under the Warrant]

Ladies and Gentlemen:

(1) The undersigned is the Holder of Warrant No. __ (the

“Warrant”) issued by Traws Pharma, Inc, a Delaware corporation (the “Company”). Capitalized terms used herein

and not otherwise defined herein have the respective meanings set forth in the Warrant.

(2) The undersigned hereby exercises its right to purchase _____

Warrant Shares pursuant to the Warrant.

(3) The Holder intends that payment of the Exercise Price shall

be made as (check one):

Cash Exercise

“Cashless

Exercise” under Section 10 of the Warrant

(4) If the Holder has elected a Cash Exercise, the Holder shall

pay the sum of $ _____ in immediately available funds to the Company in accordance with the terms of the Warrant.

(5) Pursuant to this Exercise Notice, the Company shall deliver

to the Holder Warrant Shares determined in accordance with the terms of the Warrant. The Warrant Shares shall be delivered (check one):

the following DWAC Account Number:

book-entry form via a direct registration system

by physical delivery of a certificate to:

restricted book-entry form in the Company’s share register

(6) By its delivery of this Exercise Notice, the undersigned

represents and warrants to the Company that in giving effect to the exercise evidenced hereby (i) solely if this Warrant is being

exercised pursuant to a Cash Exercise, the Holder is an “accredited investor” as defined in Regulation D promulgated under

the Securities Act of 1933, as amended and (ii) the Holder will not beneficially own in excess of the number of shares of Common

Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned

under Section 11(a) of the Warrant to which this notice relates.

Dated:

Name of Holder:

By:

Name:

Title:

(Signature must conform in all respects to name

of Holder as specified on the face of the Warrant)

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2611843d1_ex4-2.htm · Sequence: 3

Exhibit 4.2

THIS WARRANT AND THE SHARES OF COMMON STOCK

ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED

FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT

TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT (WHICH FOR THE AVOIDANCE

OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION), (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY

SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV) THE SECURITIES

ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE

NEITHER CONSENT NOR THE DELIVERY OF AN OPINION). 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.

FORM OF SERIES A WARRANT TO PURCHASE COMMON

STOCK

Number of Shares: [·]

(subject to adjustment)

Warrant No. [·]

Original Issue Date: [·],

2026

Traws

Pharma, Inc. , a Delaware corporation (the “Company”), hereby certifies that, for good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, [·] or its registered assigns (the “Holder”),

is entitled, subject to the terms set forth below, to purchase from the Company up to a total of [·] shares of common stock, $0.01

par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and

all such shares, the “Warrant Shares”) at an exercise price per share equal to $1.673 (the “Exercise Price”),

in each case as adjusted from time to time as provided in Section 9, upon surrender of this Series A Warrant to Purchase

Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”)

at any time and from time to time on or after the date the Company provides the Holder a notice of the Company’s receipt of formal

written approval from the United Kingdom Medicines and Healthcare products Regulatory Agency authorizing the commencement of a Phase 2a

healthy volunteer challenge study (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time)

on the Termination Date (as defined below) but not thereafter. For the avoidance of doubt, the Company shall contemporaneously with delivery

of any such notice publicly disclose such information on a Current Report on Form 8-K or otherwise.

This Warrant is one of a series

of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated April 15, 2026 (the “Subscription

Date”), by and among the Company and the Investors identified therein (the “Purchase Agreement”).

1.             Definitions.

For purposes of this Warrant, the following terms shall have the following meanings:

“Affiliate”

means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediates, controls, is controlled

by or is under common control with such Person.

“Attribution Parties”

means, collectively, the following Persons and entities: (i) any direct or indirect Affiliates of the Holder, (ii) any investment

vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the date hereof, directly or indirectly

managed or advised by the Holder’s investment manager, (iii) any Person acting or who could be deemed to be acting as a Group

together with the Holder or any Attribution Parties and (iv) any other Persons whose beneficial ownership of the Company’s

Common Stock would or could be aggregated with the Holder’s and/or any other Attribution Parties for purposes of Section 13(d) or

Section 16 of the Exchange Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution

Parties to the Maximum Percentage.

“Business Day”

means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking

institutions in the State of New York are authorized or required by law or other governmental action to close.

“Closing Sale Price”

means, for any security as of any date, the last trade price for such security on the Principal Trading Market for such security, as reported

by Bloomberg Financial Markets, or, if such Principal Trading Market begins to operate on an extended hours basis and does not designate

the last trade price, then the last trade price of such security prior to 4:00 P.M., New York City time, as reported by Bloomberg Financial

Markets, or if the foregoing do not apply, the last trade price of such security in the over-the-counter market on the electronic bulletin

board for such security as reported by Bloomberg Financial Markets. If the Closing Sale Price cannot be calculated for a security on a

particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as

mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such

security, then the Board of Directors of the Company shall use its good faith judgment to determine the fair market value. The Board of

Directors’ determination shall be binding upon all parties absent demonstrable error. All such determinations shall be appropriately

adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

“Commission” means the U.S. Securities

and Exchange Commission.

“Exchange Act” means the U.S.

Securities Exchange Act of 1934, as amended, and all of the rules and regulations promulgated thereunder.

“Group”

shall have the meaning ascribed to it in Section 13(d) of the Exchange Act, and all related rules, regulations and jurisprudence.

“Person”

means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, incorporated or

unincorporated association, joint venture, government (or an agency or subdivision thereof) or any other entity or organization.

“Principal Trading

Market” means the national securities exchange or other trading market on which the Common Stock is primarily listed on and

quoted for trading, which, as of the Original Issue Date, shall be the Nasdaq Capital Market.

“Securities Act” means the U.S.

Securities Act of 1933, as amended, and all of the rules and regulations promulgated thereunder.

“Standard Settlement

Period” means the standard settlement period, expressed in a number of Trading Days, for the Principal Trading Market with respect

to the Common Stock that is in effect on the date of delivery of an applicable Exercise Notice, which as of the Original Issue Date was

“T+1.”

“Termination

Date” means, the first date after the Initial Exercise Date after which all of the following conditions have been satisfied

for a ten (10) consecutive Trading Day period: (1) the Company shall have honored in accordance with the terms of this

Warrant all Notices of Exercise delivered by 5:00 p.m. (New York City time) on the last day of such ten (10) consecutive Trading

Day period, (2) a registration statement shall be effective as to the resale of all Warrant Shares and the prospectus thereunder

available for use by Holder for the resale of all such Warrant Shares, (3) the Common Stock shall be listed or quoted for trading

on the Trading Market, and (4) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities (as

defined in the Purchase Agreement) under the Purchase Agreement. For the avoidance of doubt, the Termination Date shall be the last Trading

Day of such ten (10) consecutive Trading Day period.

“Trading Day”

means any weekday on which the Principal Trading Market is normally open for trading.

“Trading Market”

means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the

NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or

any successors to any of the foregoing).

“Transfer Agent”

means EQ Shareowner Services, the Company’s transfer agent and registrar for the Common Stock, and any successor appointed in such

capacity.

“VWAP” means, for any date,

the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading

Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market

on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City

time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of

the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then

listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar

organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,

or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in

good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees

and expenses of which shall be paid by the Company.

2.             Issuance

of Securities; Registration of Warrants. The Company shall register ownership of this Warrant, upon records to be maintained

by the Company for that purpose (the “Warrant Register”), in the name of the record Holder (which shall include

the initial Holder or, as the case may be, any assignee to which this Warrant is permissibly assigned hereunder) from time to time.

The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise

hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.