On February16,
2017, Immunomedics and Broadridge Corporate Issuer Solutions,
Inc., as warrant agent, entered into the Warrant Agreement to
which Immunomedics issued to, and in favor of, the Company, a
warrant (the Warrant) on customary terms, to which the Company
has the right, until February10, 2020 (the Expiration Date), to
purchase up to 8,655,804 additional shares (the Warrant Shares)
of Common Stock at an initial exercise price of $4.90 per share
(in each case, subject to customary anti-dilution and other
adjustments in accordance with the terms of the Warrant), which,
together with the Purchased Shares, represent 9.9% of the
outstanding Common Stock on a post-exercise basis.

Upon the
occurrence of certain transactions prior to the Expiration Date
directly or indirectly constituting a merger, consolidation, sale
of all or substantially all of Immunomedics assets, purchase
offer, tender offer, exchange offer, reclassification or
reorganization or recapitalization of the Common Stock,
compulsory exchange of Common Stock or sale to another person of
more than 50% of the Common Stock (each, a Fundamental
Transaction), then, upon any subsequent exercise of any warrant
under the Warrant Agreement, the Company (so long as it owns any
warrant under the Warrant Agreement) will have the right to
receive, for each Warrant Share that would have been issuable
upon such exercise immediately prior to the occurrence of such
Fundamental Transaction, at its option, the number of shares of
Common Stock or other equity securities of the successor or
acquiring corporation of Immunomedics, if it is the surviving
corporation, and any additional consideration receivable as a
result of such Fundamental Transaction by a holder of the number
of shares of Common Stock for which such warrant is exercisable
immediately prior to such Fundamental Transaction.

The Company is not
entitled, by virtue of holding the Warrant, to vote, to consent,
to receive dividends, to consent or to receive notice as a
stockholder with respect to any meeting of stockholders for the
election of Immunomedics directors or any other matter, or to
exercise any rights whatsoever as a stockholder of Immunomedics
unless, until and only to the extent the Company becomes a holder
of record of shares of Common Stock issuable upon exercise of the
Warrant.

The issuances of
the Purchased Shares and the Warrant Shares have not been
registered under the Securities Act, and neither the Purchased
Shares nor the Warrant Shares may be offered or sold in the
United States absent registration under or exemption from the
Securities Act and any applicable state securities laws.

Registration
Rights Agreement