13D Filing: Boyalife Investment Enters Into Agreement With Cesca Therapeutics Inc. (KOOL)

FORM OF WARRANT

 

 

THE
TRANSFER OF THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF IS SUBJECT TO RESTRICTIONS CONTAINED HEREIN. THIS WARRANT
AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAS BEEN ISSUED IN RELIANCE UPON THE REPRESENTATION OF WARRANTHOLDER THAT IT
HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARDS THE RESALE OR OTHER DISTRIBUTION THEREOF. THIS WARRANT AND
THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED.

THIS WARRANT SHALL BE VOID AFTER 5:00 P.M.
PACIFIC TIME ON [●], 2021¹ (the “EXPIRATION DATE”).

No. [●]

[Issue Date]

CESCA THERAPEUTICS INC.

 
COMMON STOCK PURCHASE WARRANT

For VALUE RECEIVED,
[●] (the “Warrantholder”), is entitled to purchase, subject to the provisions of this Common Stock Purchase
Warrant (this “Warrant”), from Cesca Therapeutics Inc., a Delaware corporation (the “Company”),
at any time from and after the six month anniversary of the Initial Closing Date (as defined in the Purchase Agreement) and not
later than 5:00 P.M. Pacific Time on the Expiration Date, at an exercise price per share equal to $0.40 (as adjusted, and the exercise
price in effect being herein called, the “Warrant Price”), [●] shares (the “Warrant Shares”)
of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”). The number of Warrant
Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described
herein. This Warrant is part of the Securities offered and sold to the Warrantholder pursuant to the terms of the Purchase Agreement
dated on or about the date hereof by and between the Company and the Warrantholder (the “Purchase Agreement”).
This Warrant and the Warrant Shares issued pursuant to the terms hereof are subject to the terms of the Purchase Agreement. All
capitalized terms used but not defined herein shall have the meanings assigned to them in the Purchase Agreement.

1. Records. The Company
shall maintain records for the transfer and recording of this Warrant. Upon the initial issuance of this Warrant, the Company
shall issue and record the Warrant in the name of the Warrantholder.

_______________________

¹
Five years from issue date.