Common use of Warrant Terms Clause in Contracts

Warrant Terms. The Company hereby agrees to issue to the Underwriters (and/or its designees) on the Closing Date one or more warrants (“Underwriters’ Warrants”) for the purchase of an aggregate of 20,000 Shares. Each Underwriters’ Warrant, in substantially the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing on a date which is one year from the Applicable Time (as defined below) and expiring on the five-year anniversary of the Applicable Time at an initial exercise price per Share of $7.50, which is equal to 125% of the public offering price of the Firm Shares. The Underwriters’ Warrants and the Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriters’ Securities.” The Underwriters understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the underlying Shares during the first year after the Effective Date and, effective upon the Company’s delivery of the Underwriters’ Warrants, agree that they will not, sell, transfer, assign, pledge or hypothecate the Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Underwriters’ Warrants and the underlying Shares for a period of one year following the Effective Date to anyone other than (i) a Selected Dealer (as defined below) in connection with the Offering, or (ii) a bona fide officer or partner of an Underwriter or of such Selected Dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Warrant Terms. The Company hereby agrees to issue to the Underwriters (and/or its designees) on the Closing Date one or more warrants (“Underwriters’ Warrants”) for the purchase of an aggregate of 20,000 85,000 Shares. Each Underwriters’ Warrant, in substantially the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing on a date which is one year from the Applicable Time (as defined below) and expiring on the five-year anniversary of the Applicable Time at an initial exercise price per Share of $7.50[ ], which is equal to 125% of the public offering price of the Firm Shares. The Underwriters’ Warrants and the Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriters’ Securities.” The Underwriters understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the underlying Shares during the first year after the Effective Date and, effective upon the Company’s delivery of the Underwriters’ Warrants, agree that they will not, sell, transfer, assign, pledge or hypothecate the Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Underwriters’ Warrants and the underlying Shares for a period of one year following the Effective Date to anyone other than (i) a Selected Dealer (as defined below) in connection with the Offering, or (ii) a bona fide officer or partner of an Underwriter or of such Selected Dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Warrant Terms. The Company hereby agrees to issue to This Warrant Certificate certifies that , or registered assigns, is the Underwriters (and/or its designees) on the Closing Date one or more registered holder of warrants (the “Underwriters’ Warrants”) for to purchase common stock, par value $0.001 per share (the purchase “Common Stock”) of an aggregate of 20,000 SharesYX Genomics, Inc. (the “Company”). Each Underwriters’ WarrantWarrant entitles the holder, upon exercise during the Exercise Period, as set forth in substantially the form attached hereto as Exhibit AWarrant Agreement referred to on the reverse hereof, shall be exercisable, in whole or in part, commencing on a date which is one year to receive from the Applicable Time Company that number of fully paid and nonassessable Shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”), as defined belowdetermined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” if permitted by the Warrant Agreement) and expiring on the five-year anniversary of the Applicable Time United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at an the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement. Each Warrant is initially exercisable for one fully paid and non-assessable share of Common Stock. The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. The initial exercise price Exercise Price per Share share of $7.50, which Common Stock for any Warrant is equal to 125% $10.00 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period, which will commence on December , 2013 and terminate at 5:00 p.m., New York City time, on the earlier to occur of: (1) November , 2018, (2) the liquidation of the public offering price of the Firm Shares. The Underwriters’ Warrants and the Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriters’ Securities.” The Underwriters understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the underlying Shares during the first year after the Effective Date and, effective upon the Company’s delivery of the Underwriters’ Warrants, agree that they will not, sell, transfer, assign, pledge or hypothecate the Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Underwriters’ Warrants and the underlying Shares for a period of one year following the Effective Date to anyone other than (i) a Selected Dealer (as defined below) in connection with the Offering, or (ii3) a bona fide officer or partner of an Underwriter or the Redemption Date, and to the extent not exercised by the end of such Selected Dealer; and only if any Exercise Period, such transferee agrees Warrants shall become void. Reference is hereby made to the foregoing lock-up restrictions.further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall be governed and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof. By: Name: Title: CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent By: Name: Title:

Warrant Terms. The Company hereby agrees to issue to the Underwriters (and/or its designees) on the Closing Date one or more warrants (“Underwriters’ Warrants”) for the purchase of an aggregate of 20,000 Shares. Each Underwriters’ Warrant, in substantially the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing on a date which is one year from the Applicable Time (as defined below) and expiring on the five-year anniversary of the Applicable Time at an initial exercise price per Share of $7.50[ ], which is equal to 125% of the public offering price of the Firm Shares. The Underwriters’ Warrants and the Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriters’ Securities.” The Underwriters understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the underlying Shares during the first year after the Effective Date and, effective upon the Company’s delivery of the Underwriters’ Warrants, agree that they will not, sell, transfer, assign, pledge or hypothecate the Underwriters’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Underwriters’ Warrants and the underlying Shares for a period of one year following the Effective Date to anyone other than (i) a Selected Dealer (as defined below) in connection with the Offering, or (ii) a bona fide officer or partner of an Underwriter or of such Selected Dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Warrant Terms. The Company hereby agrees to issue to the Underwriters Representative (and/or its permitted designees) on the Closing Date one or more warrants (“Underwriters’ Underwriter’s Warrants”) for the purchase of an aggregate of 20,000 Shares[●] shares of Common Stock. Each Underwriters’ Underwriter’s Warrant, in substantially the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing on a date which is one year from the Applicable Time (as defined below) and expiring on the five-year anniversary of the Applicable Time at an initial exercise price per Share share of $7.50[ ], which is equal to 125125.0% of the public offering price of the Firm Shares. The Underwriters’ shares of Common Stock issuable upon exercise of the Underwriter’s Warrants are hereinafter referred to as the “Underwriter’s Warrant Shares”. The Underwriter’s Warrants and the Underwriter’s Warrant Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriters’ Underwriter’s Securities,” and together with the Public Securities, the “Securities.” The Underwriters understand Representative understands and agree agrees that there are significant restrictions pursuant to FINRA the Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110 against transferring the Underwriters’ Underwriter’s Warrants and the underlying Underwriter’s Warrant Shares during the first year after the effective date of the Registration Statement (as defined below) (the “Effective Date Date”) and, effective upon the Company’s delivery of the Underwriters’ Underwriter’s Warrants, agree agrees that they it will not, sell, transfer, assign, pledge or hypothecate the Underwriters’ WarrantsUnderwriter’s Warrants or Underwriter’s Warrant Shares, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Underwriters’ Underwriter’s Warrants and or the underlying Underwriter’s Warrant Shares for a period of one year 180 days following the Effective Date to anyone other than (i) a Selected Dealer (as defined below) in connection with the Offering, or (ii) a bona fide officer or partner of an Underwriter or of such Selected Dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.