0001683168-25-005523 Sample Contracts

SERIES [J/K] COMMON STOCK PURCHASE WARRANT Phio Pharmaceuticals Corp.
Security Agreement • July 30th, 2025 • Phio Pharmaceuticals Corp. • Pharmaceutical preparations • New York

THIS SERIES [J/K] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the [twenty-four (24) month anniversary [Series K]/five (5) year anniversary[Series J]] of the Effective Date (as defined in the Letter Agreement) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Phio Pharmaceuticals Corp., a Delaware corporation (the “Company”), up to _________________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Phio Pharmaceuticals Corp.
Placement Agent Common Stock Agreement • July 30th, 2025 • Phio Pharmaceuticals Corp. • Pharmaceutical preparations • New York

THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the [five (5) year anniversary][twenty-four (24) month] of the Effective Date (as defined in the Letter Agreement) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Phio Pharmaceuticals Corp., a Delaware corporation (the “Company”), up to _________________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain engagement letter, by and be

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