PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Phio Pharmaceuticals Corp.Phio Pharmaceuticals Corp. • July 12th, 2024 • Pharmaceutical preparations • New York
Company FiledJuly 12th, 2024 Industry JurisdictionTHIS 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 January 14, 2030 (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 Agreement by and between the Company and H.C. Wainwright & Co., LLC, dated as of June 27, 2024.