COMMON STOCK WARRANT IO BIOTECH, INC.

Number of Warrant Shares: 4,221,867.59

Tranche B

Definitions. In this Warrant the following words and expressions will have the following meanings, save where the context requires otherwise:

with respect to a Call Option exercised in connection with a Qualifying Tender Offer, an amount equal to (i) the product of (1) the price per Share of Common Stock being offered by the applicable offeror multiplied by (2) the number of Warrant Shares purchasable hereunder as of such date minus (ii) the aggregate Strike Price payable to the Company to exercise this Warrant in full as of such date;

with respect to a Call Option exercised in connection with a Transformational Transaction, an amount equal to the positive difference of (i) the greater of (A) the aggregate Fair Market Value of the Warrant Shares purchasable hereunder as of the date that is five Trading Days prior to the announcement of such Transformational Transaction and (B) the aggregate Fair Market Value of the Warrant Shares purchasable hereunder as of the date that is five Trading Days following the announcement of such Transformational Transaction minus (ii) the aggregate Strike Price payable to the Company to exercise this Warrant with respect to such Warrant Shares as of such date; or

with respect to a Call Option not exercised in connection with a Qualifying Tender Offer or a Transformational Transaction, an amount equal to the positive difference of (i) the aggregate Fair Market Value of the Warrant Shares purchasable hereunder as of the date that the Company Call Option Notice is delivered pursuant to Section 5 minus (ii) the aggregate Strike Price payable to the Company to exercise this Warrant with respect to such Warrant Shares as of such date.

all issued and outstanding Shares;

all Shares capable of being issued by the Company pursuant to the exercise in full of all outstanding rights (whether or not contingent and assuming full performance of any equity-linked or performance-linked rights or instruments) to subscribe for or convert into Shares (including under this Warrant); and

all other issued shares, convertible securities, options, warrants, restricted stock units (RSUs), participation rights, conversion privileges or other rights or instruments which are granted to purchase, subscribe for, convert into or otherwise acquire any shares of the Company.

if the press release is issued prior to the market opening on a Trading Day, during the course of such Trading Day; or

if the press release is issued during market opening hours on a Trading Day or after market close on a Trading Day, during the course of the subsequent Trading Day.

Interpretation

to this Warrant or any other agreement or instrument is a reference to this Warrant or other agreement or instrument as amended, novated, supplemented, extended or restated at any time;

to Section, paragraph or schedule is, unless stated otherwise, a reference to a Section or paragraph of, or schedule to, this Warrant;

in a Section or schedule to a paragraph is, unless otherwise stated, a reference to a paragraph in that Section or schedule, where that schedule is split into parts, a reference to a paragraph in that part of that schedule;

to a statute or statutory provision includes a reference to any subordinate legislation and is a reference to:

that statute, statutory provision or subordinate legislation as modified, consolidated, superseded, re-enacted, re-numbered, or replaced (whether with or without modification) from time to time after the date of this Warrant; and

any statute, statutory provision or subordinate legislation which it consolidates, supersedes, re-enacts or replaces (whether with or without modification);

to a party will be deemed to be a reference to any successor to such party or to any person or persons to whom that party assigns or otherwise transfers any or its rights or obligations under this Warrant in accordance with this Warrant;

to the Warrantholder in the context of any Warrant or related Warrant Share means the person or persons within the definition of “Warrantholder” who at that time holds or hold that Warrant;

to one gender is a reference to all or any genders, and references to the singular include the plural and vice versa;

to a legal term for a legal document, court, judicial process, action, remedy, legal status, official or any other legal concept or thing which is specific to a particular jurisdiction shall, in respect of any other jurisdiction, be deemed to be a reference to whatever most closely equates to that legal term in the relevant jurisdiction;

“or” is not exclusive; and

to “including” or “includes” does not limit the scope of the meaning of the words preceding it but shall be taken as meaning “including without limitation” or “includes without limitation.”

The exhibits form part of this Warrant and a reference to “this Warrant” includes its exhibits.

The recitals, index and headings in this Warrant do not affect its interpretation.

Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise substantially in the form set out in Exhibit A hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Warrantholder shall deliver the aggregate Strike Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No wet ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Warrantholder shall not be required to physically surrender this Warrant to the Company until the Warrantholder has purchased all of the Warrant Shares available hereunder and this Warrant has been exercised in full, in which case, the Warrantholder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Warrantholder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Warrantholder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, 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.

Strike Price. The exercise price per Share of Common Stock under this Warrant shall be $1.3159, subject to adjustment as contemplated hereunder (the “Strike Price”).

Cashless Exercise. If at any time after the Initial Exercise Date, there is no effective registration statement registering, or no current prospectus available for, the issuance or resale of the Warrant Shares to the Warrantholder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Warrantholder shall be entitled to receive a number of Shares of Common Stock computed using the following formula:

 Y (B-A) 

 B

if the Common Stock is traded on The Nasdaq Stock Market (“Nasdaq”), the closing price of the Common Stock of the Company on such market on the day prior to the applicable date of valuation;

if the Common Stock is traded on any registered national stock exchange but is not traded on Nasdaq, the closing price of the Common Stock of the Company on such exchange on the day prior to the applicable date of valuation;

if the Common Stock is traded over-the-counter, but not on Nasdaq or another registered national stock exchange, the closing bid price of the Common Stock of the Company on the day prior to the applicable date of valuation; and

if there is no active public market for the Common Stock, the fair market value of a Share of Common Stock, as determined by an independent appraiser selected in good faith by the Warrantholder, the fees and expenses of which shall be paid by the Company.

Mechanics of Exercise.

Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant ▇▇▇▇▇▇ purchased hereunder to be transmitted by the Transfer Agent to the Warrantholder by crediting the account of the Warrantholder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the

Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Warrantholder and upon surrender of this Warrant, at the time of delivery of the Warrant Shares, deliver to the Warrantholder a new Warrant evidencing the rights of the Warrantholder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Warrantholder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Warrantholder will have the right to rescind such exercise, including in the event of a Buy-In, as described in Section 2(d)(iv) below.

Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Warrantholder, if the Company fails to cause the Transfer Agent to transmit to the Warrantholder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Warrantholder is required by its broker to purchase (in an open market transaction or otherwise) or the Warrantholder’s brokerage firm otherwise purchases, Shares of Common Stock to deliver in satisfaction of a sale by the Warrantholder of the Warrant Shares which the Warrantholder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Warrantholder the amount, if any, by which (x) the Warrantholder’s total purchase price (including brokerage commissions, if any) for the Shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Warrantholder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Warrantholder (pursuant to notice to be sent by the Warrantholder to the Company within ten (10) calendar days following the Warrant Share Delivery Date; if such notice is not provided by that date, the Company shall instead have the right to decide), either reinstate the portion of this Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Warrantholder 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 the Warrantholder 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, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Warrantholder $1,000. The Warrantholder shall provide the Company written notice indicating the amounts payable to the Warrantholder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Warrantholder’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 Shares of Common Stock upon exercise of this Warrant as required pursuant to the terms hereof.

No Fractional Shares or Scrip. No fractional Shares or scrip representing fractional Shares shall be issued upon the exercise of this Warrant. As to any fraction of a Share which the Warrantholder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Strike Price or round up to the next whole Share.

Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Warrantholder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Warrantholder or in such name or names as may be directed by the Warrantholder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Warrantholder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form substantially in the form attached hereto as Exhibit B, duly executed by the Warrantholder and transferee and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

Warrantholder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Warrantholder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Warrantholder (together with the Warrantholder’s Affiliates, and any other Persons acting as a group together with the Warrantholder or any of the Warrantholder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation. For purposes of the foregoing sentence, the number of Shares of Common Stock beneficially owned by the Warrantholder and its Affiliates and Attribution Parties shall include the number of Shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Warrantholder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, Convertible Securities) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Warrantholder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Warrantholder that the Company is not representing to the Warrantholder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Warrantholder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Warrantholder

Stock Dividends; Splits; Combinations; Reclassifications. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on Shares of its Common Stock or any Convertible Securities (which, for avoidance of doubt, shall not include any Shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides (by any stock split, recapitalization, or otherwise) outstanding Shares of Common Stock into a larger number of Shares, (iii) combines (including by way of reverse stock split) outstanding Shares of Common Stock into a smaller number of Shares or (iv) issues by reclassification of Shares of Common Stock any Shares of capital stock of the Company; then in each case the Strike Price shall be multiplied by a fraction of which the numerator shall be the Shares of Common Stock outstanding immediately before such event and of which the denominator shall be the Shares of Common Stock outstanding immediately after such event, and the number of Shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Strike Price of this Warrant shall remain unchanged, provided that the Strike Price per Share shall in any case be no lower than the par value of the Common Stock. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. The provisions of this Section 3(a) shall similarly apply to successive stock dividends, combinations, reclassifications, or other similar events.

Voluntary Adjustment By Company. The Company may at any time during the term of this Warrant reduce the then current Strike Price of this Warrant to any amount and for any period of time deemed appropriate by the Board of Directors with the prior written consent of the Warrantholder, provided that the Strike Price per underlying Share of Common Stock shall be no lower than the par value of the Common Stock as of the relevant time.

Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in

Treatment of Warrant Upon Acquisition of Company.

Notwithstanding anything in Section 3(c) to the contrary, in the event of any Fundamental Transaction in which all of the Shares underlying the Warrant Shares, including the outstanding Common Stock and/or such other shares or securities issued pursuant to the adjustment provision set forth in Section 3(c) is converted into or exchanged for only the right to receive cash, which rights may include any future payments, earnouts or contingent value payment that is payable in cash or otherwise has a predetermined cash value (an “Acquisition” and such amount of cash, the “Cash Consideration”), (1) the Company shall provide the Warrantholder at least ten (10) Business Days’ advance written notice of the anticipated closing of such Acquisition, (2) subject to any other limitations on exercise in this Warrant, the Warrantholder shall have the right to exercise this Warrant until the day prior to the closing of the Acquisition, and (3) if the Warrantholder shall not have elected to exercise this Warrant in full, any outstanding Warrant Shares shall be treated in accordance with Section 3(d)(ii) below.

If, immediately prior to the Acquisition, the Cash Consideration payable upon conversion or exchange of one Warrant Share would be greater than the applicable Strike Price in effect on such date, then effective upon the consummation of the Acquisition, this Warrant shall automatically be deemed, on and as of such date, to be converted into only the right to receive an amount in cash equal to (x) the excess of the Cash Consideration payable upon conversion or exchange of one Warrant Share over the Strike Price in effect on such date, multiplied by (y) the number of Warrant Shares for which this Warrant shall not have previously been exercised. If, immediately prior to the Acquisition, the Cash Consideration payable upon conversion or exchange of one Warrant Share would be less than the applicable Strike Price in effect on such date, then effective upon the consummation of the Acquisition, this Warrant shall automatically be deemed on and as of such date to be cancelled for no consideration. To the extent that the Cash Consideration includes any future or contingent payment, the fair market value of such future or contingent payment for the purpose of the determination of the Cash Consideration amount under this Section 3(d)(ii) shall be determined in good faith by the Company’s Board of Directors.

Notwithstanding anything in this Section 3(d) to the contrary, if the Company is permitted to exercise the Call Option with respect to an Acquisition and so exercises the Call Option, this Section 3(d) shall not apply to such Acquisition and the provisions of Section 5 shall instead apply.

Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100^th of a Share, as the case may be. For purposes of this Section 3, the number of Shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of Shares of Common Stock (excluding treasury Shares, if any) issued and outstanding.

Notice to Warrantholder.

Adjustment to Strike Price. Upon the occurrence of any adjustment pursuant to this Section 3, the Company at its expense shall promptly deliver to the Warrantholder a written notice setting forth the adjustment, including a statement of the adjusted Strike Price and adjusted number of Warrant Shares, describing the transactions giving rise to such adjustments and the facts upon which such adjustment is based. The Company shall, upon written request from the Warrantholder, furnish the Warrantholder with a certificate of its Chief Financial Officer or Chief Executive Officer, including computations of such adjustment and the Strike Price, class, and number of Shares in effect upon the date of such adjustment.

Notice to Allow Exercise by ▇▇▇▇▇▇. Upon the occurrence of any of the scenarios set forth in Section 3(a) through Section 3(d), unless otherwise provided in such section, then, in each case, the Company shall cause to be delivered by email to the Warrantholder at its last email address as it shall appear upon the Warrant Register of the Company, at least ten (10) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of any issuance, dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Shares of Common Stock of record to be entitled to such issuance, dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which any reclassification, consolidation, merger, sale, transfer or stock exchange is expected to become effective or close, and the date as of which it is expected that holders of the Shares of Common Stock of record shall be entitled to exchange their Shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or stock exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice and provided, further that no notice shall be required if the information is disseminated in a press release or document filed with the SEC. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the SEC pursuant to a Current Report on Form 8-K. The issuance of a press release or the filing of a Form 8-K or other suitable filing with the SEC shall satisfy this notice requirement. The Warrantholder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Transferability. Subject to compliance with any Applicable Laws, including applicable securities laws and the conditions set forth in Section 4(c) hereof, this Warrant and all rights hereunder are transferable, in whole or in part, following the delivery of a notice by the Warrantholder to the Company which specifies the identity of the purchaser or transferee, 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 Warrantholder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Warrantholder shall not be required to physically surrender this Warrant to the Company unless the Warrantholder has assigned this Warrant in full, in which case, the Warrantholder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Warrantholder delivers an assignment form to the Company assigning this Warrant in full. This Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Warrantholder hereof from time to time. The Company may deem and treat the registered Warrantholder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Warrantholder, and for all other purposes, absent actual notice to the contrary.

Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any permitted transfer of this Warrant, the transfer of this Warrant shall not be either (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, the Company may require, as a condition of allowing such transfer, that the Warrantholder or transferee of this Warrant, as the case may be, comply with the provisions of Section 4(e).

Representation by the Warrantholder. The Warrantholder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Removal of Legends.

In connection with any sale, assignment, transfer or other disposition of the Warrant Shares by a Warrantholder pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance by the Warrantholder with the requirements of this Warrant, if requested by the Warrantholder by notice to the Company, the Company shall request the Transfer Agent to remove any restrictive legends related to the book entry account holding such Shares, including the Warrant Register, and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends as soon as reasonably practicable following any such request therefor from such Warrantholder, provided that the Company has timely received from the Warrantholder customary representations and other documentation reasonably acceptable to the Company in connection therewith. The Company shall be responsible for the fees of its Transfer Agent and its legal counsel associated with such legend removal.

Subject to receipt from the Warrantholder by the Company and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of such time as the Warrant Shares (i) have been registered under the Securities Act pursuant to an effective registration statement or (ii) have been sold pursuant to Rule 144, the Company shall, in accordance with the provisions of this Section 4(e)(ii) and as soon as reasonably practicable following any request therefor from a Warrantholder accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause its counsel to deliver to the Transfer Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the removal of the legend in accordance with the provisions of this Warrant.

The Warrantholder irrevocably grants the Call Option to the Company on the terms set forth in this Warrant. The Call Option may be exercised by the Company at its sole discretion in relation to this Warrant (i) upon a Change of Control Event, at any time from 15 (fifteen) Business Days prior to (but conditional on completion thereof) until 15 (fifteen) Business Days after the Change of Control Event, (ii) in the case of a Qualifying Tender Offer, no less than 15 (fifteen) Business Days prior the completion of a Qualifying Tender Offer (and conditional on completion thereof), or (iii) in the case of a Transformational Transaction, at any time from 15 (fifteen) Business Days prior to (but conditional on completion thereof) until 15 (fifteen) Business Days after the Transformational Transaction. In the event that a Material Press Release has been made public by the Company, the Call Option may not be exercised by the Company until at least 5 (five) Business Days following the date of such Material Press Release.

The Company may exercise the Call Option by serving upon the Warrantholder a draft Company Call Option Notice, which upon being served is irrevocable except with the consent of the Warrantholder. The Company shall specify the aggregate Call Option Price in the draft Company Call Option Notice.

The Warrantholder shall have the Call Option Objection Period to agree or dispute the Company’s calculation of the aggregate Call Option Price. If, by the end of the Call Option Objection Period:

the Warrantholder has not delivered a notice in writing to the Company disputing the aggregate Call Option Price, the Warrantholder shall be deemed to have agreed the aggregate Call Option Price specified in the draft Company Call Option Notice, and the draft Company Call Option Notice shall automatically become final and binding on the Company and the Warrantholder; or

to the extent that the Warrantholder has delivered a notice in writing to the Company disputing the aggregate Call Option Price, either or both of the Warrantholder and the Company shall refer the matter to the Expert for determination in accordance with Exhibit D.

Within five (5) Business Days of the Expert’s decision, the Company must deliver to the Warrantholder a revised Company Call Option Notice (together with the Supporting Calculations) incorporating such adjustments, if any, as have been determined by the Expert, provided that the Company shall have the option to withdraw the Company Call Option Notice and cancel the proposed exercise of the Call Option if the aggregate Call Option Price is greater than 110% of the aggregate estimated Call Option Price included in the Company Call Option Notice. The revised Company Call Option Notice will supersede the initial draft Company Call Option Notice and will be final and binding on the Parties from the date of its delivery to the Warrantholder provided that it reflects the changes that have been determined by the Expert.

Within twenty (20) Business Days of the Company Call Option Notice becoming final and binding in accordance with this Section 5, the Company must pay the aggregate Call Option Price in respect of the relevant portion of this Warrant in cash by electronic transfer of funds for same day value to such bank account as the Warrantholder has specified to the Company in advance in writing, whereupon the relevant portion of this Warrant will be cancelled and of no further force and effect.

No Rights as Stockholder Until Exercise. This Warrant does not entitle the Warrantholder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i).

Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of this Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

Business Day. Any payment under this Warrant which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

Authorized Shares. The Company covenants that, during the period this Warrant is outstanding, it will reserve from its authorized and unissued Shares of Common Stock a sufficient number of Shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any Applicable Law or regulation, or of any requirements of the Trading Market upon which the Shares of Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes and Encumbrances created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue or Encumbrances imposed by the Warrantholder).

Governing Law; Jurisdiction; Waiver of Trial by Jury.

This Warrant and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the State of New York, without regard to any to principles of conflicts or choice of law in the State of New York or in any other state.

Each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan, in any action or proceeding arising out of or relating to this Warrant for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees, to the fullest extent permitted by Applicable Law, that all claims in respect of any such action or proceeding may be heard and determined in such state or federal court sitting in the City of New York in the Borough of Manhattan. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

EACH OF THE PARTIES TO THIS WARRANT IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION OR LITIGATION ARISING OUT OF, OR IN CONNECTION WITH, OR RELATING TO, THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE.

Restrictions Upon Resale. The Warrantholder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and the Warrantholder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

Waiver. Failure to exercise, or a delay in exercising, a right or remedy provided by this Warrant or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Warrant or by law prevents the further exercise of the right or remedy or the exercise of another right or remedy. A waiver of a breach of this Warrant does not constitute a waiver of a subsequent or prior breach of this Warrant.

Notices. Notices and other communications given under or in connection with this Warrant addressed to a party hereto shall be made in writing to either (i) the address or (ii) the e-mail address (and the department for whose attention the communication is to be made), each as set out below, or to such other address or e-mail address as a party previously notifies to the other party in writing:

(i) For the Warrantholder:

Attention:

Address:

E-mail address:

With a copy to (which shall not constitute notice):

Attention:

Address:

E-mail address:

(ii)  For the Company:

Attention:

Address:

E-mail address:

With copies to (which shall not constitute notice):

Attention:

Address:

E-mail address:

and:

Attention:

Address:

E-mail address:

Changes to notice address. Each party hereto shall promptly notify the other party in writing of any change in its communication details.

Language for notices. Any notice or other communication given under this Warrant must be in writing and in the English language.

Notice setting deadlines. Notices and other communications, for which fixed periods are laid down in this Warrant or which themselves fix periods binding on the addressee, may be made by hand delivery or registered letter with acknowledgement of receipt. Such notices and communications shall be deemed to have been received by the relevant party on the date of delivery.

Other notices. Other notices and communications may be made may be made by hand delivery, registered letter, or e-mail, which shall be effective upon confirmation of receipt.

Evidence of signing authority. Notices issued by the Company pursuant to any provision of this Warrant shall, where required by the Warrantholder, be delivered to the Warrantholder together with satisfactory evidence of the authority of the person or persons authorized to sign such notice on behalf of the Company and the authenticated specimen signature of such person or persons.

Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Warrantholder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Warrantholder, shall give rise to any liability of the Warrantholder for the purchase price of any Shares of Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

Remedies. The Warrantholder, in addition to being entitled to exercise all rights granted by Applicable Law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

Successors and Assigns. Subject to Applicable Law, including applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Warrantholder. The provisions of this Warrant are intended to be for the benefit of any Warrantholder from time to time of this Warrant and shall be enforceable by the Warrantholder or holder of Warrant Shares.

Amendment. Any amendment to this Warrant shall be made in writing and shall be signed by the parties hereto. For the avoidance of doubt, any accession to this Warrant pursuant to Section 4 shall not be deemed to be an amendment to this Warrant, provided, however, that the second paragraph of Section 2(e) may not be modified or amended or waived prior to obtaining the requisite stockholder approval.

Invalidity. If, at any time, any term of this Warrant is or becomes illegal, invalid or unenforceable in any respect, or this Warrant is or becomes ineffective in any respect, under the laws of any jurisdiction, such illegality, invalidity, unenforceability, or ineffectiveness shall not affect:

the legality, validity, or enforceability in that jurisdiction of any other term of this Warrant or the effectiveness in any other respect of this Warrant in that jurisdiction; or

the legality, validity or enforceability in other jurisdictions of that or any other term of this Warrant or the effectiveness of this Warrant under the laws of such other jurisdictions.

Rights and Remedies are Cumulative. The rights and remedies provided by this Warrant are cumulative and do not exclude any rights and remedies provided by law.

No Partnership. Nothing in this Warrant constitutes a partnership between the parties hereto or constitutes any party as agent of the other party for any purpose whatever and, no party has authority or power to bind the other or to contract in the name of or create liability against the other party in any way or for any purpose.

Costs. The Company shall bear the costs and expenses of the Original Warrantholder in relation to the preparation, negotiation, execution, implementation, enforcement and termination of this Warrant or any ancillary documents, as well as any subsequent amendments, supplements, or waivers of or to this Warrant or any ancillary document, including the costs of any legal, accountancy, and other advisors and any exchange charges incurred, provided that the Company shall not be responsible for any costs or expenses of the Original Warrantholder in connection with a transfer or sale of this Warrant or Warrant Shares by the Warrantholder.

Set-Off.

No set-off by the Company. All payments to be made by the Company under this Warrant shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

Set-off by Warrantholder. Original Warrantholder may set off any matured obligation due from the Company (to the extent beneficially owned by the Original Warrantholder) against any obligation (whether or not matured) owed by the Original Warrantholder to the Company (including the Strike Price owed with respect to any Warrants), regardless of the place of payment, booking branch, or currency of either obligation. If the obligations are in different currencies, the Original Warrantholder may

Taxes, Duties, and Fees; Interest on Overdue Sums; Payments.

Company to pay all taxes. The Company shall pay all taxes, duties, fees, and other impositions of whatsoever nature, including stamp duty and registration fees, arising out of the creation, preparation, execution, implementation, perfection, registration, enforcement, amendment (including supplements and waivers) or termination arising out of the Warrant Issuance Agreement, this Warrant or any additional Warrant issued pursuant to the Warrant Issuance Agreement, or any ancillary document, provided that the Company shall not be responsible for (i) any transfer tax payable in connection with the Warrantholder transferring or selling this Warrant or Warrant Shares, (ii) any capital gains and income taxes and any similar taxes and duties attributable to the Warrantholder, or (iii) any incremental tax due to the identity or tax characteristics of the Warrantholder as compared to the Original Warrantholder.

Company to gross up. The Company (or any nominee thereof paying any amount due under this Warrant) shall pay all amounts due under this Warrant gross without any withholding or deduction of any national or local impositions whatsoever, provided that if any such withholding or deduction is required by law or by an agreement with a governmental authority or otherwise, the Company (or such nominee) will gross up the payment to the Warrantholder so that after withholding or deduction, the net amount received by the Warrantholder is equivalent to the sum due; provided further that, the parties hereto shall cooperate and use their commercially reasonable efforts to deliver any documentation that may be required as will permit such amounts to be made without withholding or at a reduced rate of withholding.

Interest. If the Company fails to pay any amount payable by it under this Warrant on its due date, interest shall accrue on any such overdue amount from the due date to the date of actual payment at an annual rate equal to EURIBOR plus 2% (two hundred (200) basis points) and shall be payable in accordance with the demand of the Warrantholder. The Company hereby agrees in advance to have the unpaid interest due for a period of more than one year compounded and such unpaid interest will in turn produce interest at the interest rate set out in this Section 6(r)(iii).

Currency. If the overdue amount is in a currency other than Euros, the relevant interbank rate, or as determined by the Warrantholder, the relevant risk-free rate that is generally retained by the Warrantholder for transactions in Euros plus 2% (200 (two hundred) basis points) shall apply, calculated in accordance with the market practice for such rate.

Fractional time. Any amount due under this Warrant and calculated in respect of a fraction of a year shall be determined based on a year of three hundred and sixty (360) days and the number of days elapsed.

Third Party Rights. A person who is not a party hereto is not entitled to any rights under this Warrant.

Mutual Drafting. This Warrant is the joint product of the Warrantholder and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.

Entire Agreement. This Warrant, the Warrant Issuance Agreement, and the other agreements and documents referred to herein constitute the entire agreement between the parties hereto in relation to the grant of this Warrant and the issuance of Warrant Shares, and supersedes any previous agreement, whether express or implied, on the same matter.

Counterparts. This Warrant may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument.

The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

Payment shall take the form of (check applicable box):

Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

Dated:

Name:

Title:

IDENTITY AND SELECTION OF EXPERT

DUTIES OF EXPERT

determine (as appropriate) the Fair Market Value for any Warrant Shares on the basis set out in paragraph 3; and

within one (1) month of the matter being referred to it, give written notice of its determination to the Company and the Warrantholder (the “Expert’s Certificate”), together with a written explanation setting out in reasonable detail the basis and methods used for the purposes of the calculations performed under the previous subparagraph.

BASIS OF VALUATION

if Shares of Common Stock are listed on a Trading Market, Fair Market Value shall be equal to the 5-Day VWAP; or

if Shares of Common Stock are not listed on a Trading Market, the fair market value of a Share of Common Stock as determined in accordance with the following valuation principles:

based on the full equity value of the Company and the terms of its outstanding securities without any discount for lack of liquidity, lack of control, restrictions on marketability, minority interests or lack of other rights of equity holders;

by applying techniques that are appropriate in light of the nature, facts, and circumstances of such Shares;

using reasonable current market data and inputs combined with market participant assumptions; and

taking into account valuations retained in previous transaction or offers related to Instruments of the Company over the preceding twelve (12) month period;

based on the price that would be received for an asset or paid to transfer a liability in an Orderly Transaction, given market conditions at the measurement date, between market participants that are (i) independent of each other, (ii) knowledgeable of the market, (iii) able to transact and willing to transact, that is, they are motivated but not forced or otherwise compelled to do so. For the purposes hereof, any preferred rights shall be taken into consideration for the purposes of such valuation.

adding up any common and preferred distributions made to stockholders of the Company or holders of Instruments giving rise to any kind of distribution or profit entitlement since the date of issuance of the respective Warrants which have not been paid to the Warrantholder;

such valuation to be by guided by the International Private Equity and Venture Capital Valuation Guidelines as such are amended from time to time.

TERMS OF APPOINTMENT OF EXPERT

EXPERT REFUSING OR CEASING TO ACT

LANGUAGE

PARTIES TO PROVIDE INFORMATION AND MAKE SUBMISSIONS

EXPERT MAY DETERMINE PROCEDURES

CONDUCT OF PARTIES

EXPERT NOT ARBITRATOR

COSTS OF THE EXPERT