Exhibit 4.4


 


THE
REGISTERED HOLDER OF THIS UNIT PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT THE SECURITIES EVIDENCED BY THIS UNIT PURCHASE
OPTION MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS UNIT PURCHASE OPTION
AGREES THAT THE SECURITIES EVIDENCED BY THIS UNIT PURCHASE OPTION WILL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED,
OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC
DISPOSITION OF THIS UNIT PURCHASE OPTION OR THE SECURITIES EVIDENCED BY THIS UNIT PURCHASE OPTION, FOR A PERIOD OF ONE HUNDRED
EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN TO ANY MEMBER PARTICIPATING IN THE OFFERING
AND THE OFFICERS OR PARTNERS THEREOF, IF ALL SECURITIES SO TRANSFERRED REMAIN SUBJECT TO THE LOCK-UP RESTRICTION SET FORTH ABOVE
FOR THE REMAINDER OF THE TIME PERIOD.


 


UNIT
PURCHASE OPTION


 


FOR
THE PURCHASE OF [●] UNITS


 


OF
ADITX THERAPEUTICS, INC.


 


1.
Unit Purchase Option.


 


THIS
CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of [  ] (“Holder”), as registered
owner of this Unit Purchase Option, to Aditx Therapeutics, Inc. (the “Company”), Holder is entitled, at any time or
from time to time commencing on the 180th day after the effective date (the “Effective Date”) of the registration
statement (the “Registration Statement”) pursuant to which certain units of securities are offered for sale to the
public (the “Offering”) (the “Commencement Date”), and at or before 5:00 p.m., Eastern Time, on the fifth
anniversary of the Effective Date (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive,
in whole or in part, up to [●]1 units (the “Units”) of the Company, each Unit consisting of
one share of the Company’s common stock, par value $0.001 per share (the “Shares”) and one Series A warrant
and one Series B warrant, each to purchase one Share (the “Warrant(s)”). Each Warrant is the same as the warrants
included in the Units being registered for sale to the public (the “Public Warrants”) under the Securities Act of
1933, as amended (the “Act”), provided that the Holder shall not be entitled to utilize the cashless exchange provision
set forth in Section [__] of the Series B warrant. If the Expiration Date is a day on which banking institutions are authorized
by law to close, then this Unit Purchase Option may be exercised on the next succeeding day which is not such a day in accordance
with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate
the Unit Purchase Option. This Unit Purchase Option is initially exercisable at $11.25 per Unit (or 125% of the public offering
price of the unit of securities being sold in the Offering) so purchased; provided, however, that upon the occurrence of any of
the events specified in Section 5 hereof, the rights granted by this Unit Purchase Option, including the exercise price per Unit
and the number of Units to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price”
shall mean the initial exercise price or the adjusted exercise price, depending on the context.


 


 





 












1
[Insert 5.5% of units issued excluding overallotment]


 






    -1-


     


    

 


2.
Exercise.


 


(a)
Exercise Procedure. In order to exercise this Unit Purchase Option, the exercise form attached hereto must be duly executed and
completed and delivered to the Company, together with this Unit Purchase Option and payment of the Exercise Price for the Units
being purchased payable in cash or by certified check or official bank check. If the subscription rights represented hereby shall
not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Unit Purchase Option shall become and be void
without further force or effect, and all rights represented hereby shall cease and expire.


 


(b)
Legend. If required by applicable law at the time of any exercise, each certificate for the securities purchased under this Unit
Purchase Option shall bear a legend as follows unless such securities have been registered under the Act:


   


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)
OR APPLICABLE STATE LAW. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW.”


 


(c)
Cashless Exercise.


 


(i)
In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Unit Purchase Option is exercisable
(and in lieu of being entitled to receive Shares and Warrants) in the manner required by Section 2(a), the Holder shall have the
right (but not the obligation) to convert any exercisable but unexercised portion of this Unit Purchase Option into Units consisting
of Shares and Warrants (the “Conversion Right”) as follows:


 


(A)
Upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise
Price in cash) that number of Shares equal to the quotient obtained by dividing (x) the Value of the portion of the Unit Purchase
Option being converted by (y) the Current Market Price of a Share.


 


(B)
The “Value” of the portion of the Unit Purchase Option being converted shall equal the remainder derived by subtracting
(a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Unit Purchase Option being converted,
from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Unit Purchase Option
being converted.


 


(C)
As used herein, the term “Current Market Value” per Unit at any date means the remainder derived by subtracting (x)
the exercise price of the Warrants multiplied by the number of Shares issuable upon exercise of the Warrants underlying one Unit
from (y) the Current Market Price of the Shares multiplied by the number of Shares included within one Unit and underlying the
Warrants included within one Unit.


 






    -2-


     


    

 


(D)
The “Current Market Price” of a Share shall mean (i) if the Shares are listed on a national securities exchange or
quoted on the OTCQB or OTCQX (or any successor exchange or entity), the closing or last sale price of the Shares in the principal
trading market for the Shares on the last trading day preceding the day in question as reported by the exchange, the OTCQB or
OTCQX, as the case may be; (ii) if the Shares are not listed on a national securities exchange or quoted on the OTCQB or OTCQX,
but are traded in the residual over-the-counter market, the closing bid price for the Shares on the last trading day preceding
the date in question for which such quotations are reported in the “Pink Sheets” published by OTC Markets Group, Inc.
or similar publisher of such quotations; and (iii) if the fair market value of the Shares cannot be determined pursuant to clause
(i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.


 


(ii)
The Cashless Exercise Right may be exercised by the Holder on any business day on or after the Commencement Date and not later
than the Expiration Date by delivering the Unit Purchase Option with the duly executed exercise form attached hereto with the
cashless exercise section completed to the Company, exercising the Cashless Exercise Right and specifying the total number of
Units the Holder will purchase pursuant to such Cashless Exercise Right.


 


(d)
Resale of Shares. Holder and the Company acknowledge that as of the date hereof the Staff of the Division of Corporation Finance
of the SEC has published Compliance & Disclosure Interpretation 528.04 in the Securities Act Rules section thereof, stating
that the holder of securities issued in connection with a public offering may not rely upon Rule 144 promulgated under the Act
to establish an exemption from registration requirements under Section 4(a)(1) under the Act, but may nonetheless apply Rule 144
constructively for the resale of such shares in the following manner: (a) provided that six months has elapsed since the last
sale under the registration statement, an underwriter or finder may resell the securities in accordance with the provisions of
Rule 144(c), (e), and (f), except for the notice requirement; (b) a purchaser of the shares from an underwriter receives restricted
securities unless the sale is made with an appropriate, current prospectus, or unless the sale is made pursuant to the conditions
contained in (a) above; (c) a purchaser of the shares from an underwriter who receives restricted securities may include the underwriter’s
holding period, provided that the underwriter or finder is not an affiliate of the issuer; and (d) if an underwriter transfers
the shares to its employees, the employees may tack the firm’s holding period for purposes of Rule 144(d), but they must
aggregate sales of the distributed shares with those of other employees, as well as those of the underwriter or finder, for a
six-month period from the date of the transfer to the employees. Holder and the Company also acknowledge that the Staff of the
Division of Corporation Finance of the SEC has advised in various no-action letters that the holding period associated with securities
issued without registration to a service provider commences upon the completion of the services, which the Company agrees and
acknowledges shall be the closing of the Offering, and that Rule 144(d)(3)(ii) provides that securities acquired from the issuer
solely in exchange for other securities of the same issuer shall be deemed to have been acquired at the same time as the securities
surrendered for conversion (which the Company agrees is the date of the initial issuance of this Unit Purchase Option). In the
event that following a request by Holder to transfer the Shares in accordance with Compliance & Disclosure Interpretation
528.04 counsel for the Company reasonably concludes that Compliance & Disclosure Interpretation 528.04 no longer may be relied
upon as a result of changes in applicable laws, regulations, or interpretations of the SEC Division of Corporation Finance, or
as a result of judicial interpretations not known by the Company or its counsel on the date hereof (either, a “Registration
Trigger Event”), then the Company shall promptly, and in any event within five (5) business days following the request,
provide written notice to Holder of such determination. As a condition to giving such notice, the Company shall offer Holder a
single “piggyback” registration right pursuant to an agreement in form reasonably acceptable to the Holder; provided
that notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 2 shall terminate on the
fifth anniversary of the effective date of the Registration Statement pursuant to which the Offering is being made. In the absence
of such conclusion by counsel for the Company, the Company shall, upon request of Holder given no earlier than six months after
the final closing of the Offering, instruct its transfer agent to permit the transfer of such shares in accordance with Compliance
& Disclosure Interpretation 528.04, provided that Holder has provided such documentation as shall be reasonably be requested
by the Company to establish compliance with the conditions of Compliance & Disclosure Interpretation 528.04. Notwithstanding
anything to the contrary, pursuant to FINRA Rule 5110(f)(2)(G)(iv), the Holder shall not be entitled to more than one “piggyback”
registration right hereunder and the duration of the registration rights hereunder shall not exceed five years from the Effective
Date.


 






    -3-


     


    

 


3.
Transfer.


 


(a) Restrictions—General. The
securities evidenced by this Unit Purchase Option shall not be sold, transferred, assigned, pledged or hypothecated, or be the
subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition
of, this Unit Purchase Option (or any securities underlying this Unit Purchase Option) for a period of one hundred eighty (180)
days following the Effective Date to anyone other than to any member participating in the offering and the officers or partners
thereof, if all securities so transferred remain subject to the lock-up restriction set forth above for the remainder of the time
period. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto
duly executed and completed, together with the Unit Purchase Option and payment of all transfer taxes, if any, payable in connection
therewith. The Company shall within three business days transfer this Unit Purchase Option on the books of the Company and shall
execute and deliver a new Unit Purchase Option or Unit Purchase Options of like tenor to the appropriate assignee(s) expressly
evidencing the right to purchase the aggregate number of Units purchasable hereunder or such portion of such number as shall be
contemplated by any such assignment.


 


(b) Restrictions—Securities. The
securities evidenced by this Unit Purchase Option shall not be transferred unless and until (i) the Company has received the opinion
of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and
applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company, or (ii)
a registration statement or a post-effective amendment to the Registration Statement relating to such securities has been filed
by the Company and declared effective by the Securities and Exchange Commission (the “Commission”) and compliance
with applicable state securities law has been established.


 






    -4-


     


    

 


4.
New Unit Purchase Options to be Issued.


 


(a) Partial
Exercise. Subject to the restrictions in Section 3 hereof, this Unit Purchase Option may be exercised or assigned in
whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Unit Purchase Option
for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price,
the Company shall cause to be delivered to the Holder without charge a new Unit Purchase Option of like tenor to this Unit Purchase
Option in the name of the Holder evidencing the right of the Holder to purchase the number of Units purchasable hereunder as to
which this Unit Purchase Option has not been exercised or assigned.


 


(b) Loss,
Theft, Destruction. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation
of this Unit Purchase Option and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute
and deliver a new Unit Purchase Option of like tenor and date. Any such new Unit Purchase Option executed and delivered as a result
of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.


 


5.
Adjustments.


 


(a) Exercise
Price and Number of Securities. The Exercise Price and the number of Units underlying the Unit Purchase Option shall be subject
to adjustment from time to time as hereinafter set forth:


 


(i)
If after the date hereof, and subject to the provisions of Section 5(c) below, the number of outstanding Shares is increased by
a stock dividend payable in Shares or by a split-up of Shares or other similar event, then, on the effective date thereof, the
number of Shares underlying each of the Units purchasable hereunder shall be increased in proportion to such increase in outstanding
shares. In such case, the number of Shares, and the exercise price applicable thereto, underlying the Warrants underlying each
of the Units purchasable hereunder shall be adjusted in accordance with the terms of the Warrants. For example, if the Company
declares a two-for-one stock dividend and immediately prior to such dividend this Unit Purchase Option is for the purchase of
one Unit at $10.00 per whole Unit (with each Warrant underlying the Units being exercisable for $12.00 per share), upon effectiveness
of the dividend, this Unit Purchase Option will be adjusted to allow for the purchase of one Unit at $10.00 per Unit, each Unit
entitling the holder to receive two Shares and two Warrants (each Warrant exercisable for $6.00 per share).


 


(ii)
If after the date hereof, and subject to the provisions of Section 5(c), the number of outstanding Shares is decreased by a consolidation,
combination or reclassification of the Shares or other similar event, then, on the effective date thereof, the number of Shares
underlying each of the Units purchasable hereunder shall be decreased in proportion to such decrease in outstanding shares. In
such case, the number of Shares, and the exercise price applicable thereto, issuable upon exercise of the Warrants included in
each of the Units purchasable hereunder shall be adjusted in accordance with the terms of the Warrants. For example, if the Company
effects a one-for-two stock reverse stock split and immediately prior to such stock split this Unit Purchase Option is for the
purchase of one Unit at $10.00 per whole Unit (with each Warrant underlying the Units being exercisable for $12.00 per share),
upon effectiveness of the stock split, this Unit Purchase Option will be adjusted to allow for the purchase of one Unit at $10.00
per Unit, each Unit entitling the holder to receive 0.5 Shares and 0.5 Warrants (each Warrant exercisable for $24.00 per share).


 






    -5-


     


    

 


(iii)
In case of any reclassification or reorganization of the outstanding Shares other than a change covered by Section 5(a)(i) or
5(a)(ii) hereof or that solely affects the par value of such Shares, or in the case of any merger or consolidation of the Company
with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and
that does not result in any reclassification or reorganization of the outstanding Shares), or in the case of any sale or conveyance
to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with
which the Company is dissolved, the Holder of this Unit Purchase Option shall have the right thereafter (until the expiration
of the right of exercise of this Unit Purchase Option) to receive upon the exercise hereof, for the same aggregate Exercise Price
payable hereunder immediately prior to such event plus the aggregate exercise price of the Shares underlying the Warrants immediately
prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, by a Holder
of the number of Shares of the Company obtainable upon exercise of this Unit Purchase Option and the underlying Warrants immediately
prior to such event; and if any reclassification also results in a change in Shares covered by Section 5(a)(i) or 5(a)(ii), then
such adjustment shall be made pursuant to Sections 5(a)(i) or 5(a)(ii) and this Section 5(a)(iii). The provisions of this Section
5(a)(iii) shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.


 


(iv)
This form of Unit Purchase Option need not be changed because of any change pursuant to this Section 5, and Unit Purchase Options
issued after such change may state the same Exercise Price and the same number of Units as are stated in the Unit Purchase Options
initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Unit Purchase Options reflecting
a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date
or the computation thereof.


 


(b) Substitute
Unit Purchase Option. In case of any consolidation of the Company with, or merger of the Company with, or merger of the
Company into, another corporation (other than a consolidation or merger which does not result in any reclassification or change
of the outstanding Shares), the corporation formed by such consolidation or merger shall execute and deliver to the Holder a supplemental
Unit Purchase Option providing that the holder of each Unit Purchase Option then outstanding or to be outstanding shall have the
right thereafter (until the stated expiration of such Unit Purchase Option) to receive, upon exercise of such Unit Purchase Option,
the kind and amount of shares of stock and other securities and property receivable upon such consolidation or merger, by a holder
of the number of Shares of the Company for which such Unit Purchase Option might have been exercised immediately prior to such
consolidation, merger, sale or transfer. Such supplemental Unit Purchase Option shall provide for adjustments which shall be identical
to the adjustments provided in this Section 5. The above provision of this Section 5 shall similarly apply to successive consolidations
or mergers.


 






    -6-


     


    

 


(c) Fractional
Interests. The Company shall not be required to issue certificates representing fractions of Shares or Warrants upon
the exercise of the Unit Purchase Option, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests,
it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up to the nearest
whole number of Warrants, Shares or other securities, properties or rights.


 


6.
Reservation and Listing. The Company shall at all times reserve and keep available out of its authorized Shares, solely
for the purpose of issuance upon exercise of the Warrants underlying the Unit Purchase Option, such number of Shares or other
securities, properties or rights as shall be issuable upon the conversion or exercise thereof. The Company further covenants and
agrees that upon exercise of the Warrants underlying the Unit Purchase Option and payment of the respective Warrant exercise price
therefor, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable
and not subject to preemptive rights of any stockholder. As long as the Unit Purchase Option shall be outstanding, the Company
shall use its best efforts to cause all Shares underlying the Unit Purchase Option (including the Shares issuable upon exercise
of the Warrants included in the Units issuable upon exercise of the Unit Purchase Option) to be listed (subject to official notice
of issuance) on all securities exchanges (or, if applicable on the OTC Bulletin Board or any successor trading market) on which
the Shares issued to the public in connection with the Offering may then be listed and/or quoted.


 


7.
Certain Notice Requirements.


 


(a) Right
to Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent as a stockholder
for the election of directors or any other matter, or as having any rights whatsoever as a stockholder of the Company. If, however,
at any time prior to the expiration of the Unit Purchase Option and its exercise, any of the events described in Section 7(b)
shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen days prior
to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled
to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed
dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer
books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given
to the other stockholders of the Company with respect to the events enumerated in Section 7(b) at the same time and in the same
manner that such notice is given to all stockholders, even if less than fifteen days.


 


(b) Enumerated
Events. The Company shall be required to give the notice described in this Section 7 upon one or more of the following
events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend
or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings,
as indicated by the accounting treatment of such dividend or distribution on the books of the Company, or (ii) the Company shall
offer to all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into or
exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution,
liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially
all of its property, assets and business shall be proposed.


 






    -7-


     


    

 


(c) Change
in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section
5 hereof, send notice to the Holders of such event and change (the “Price Notice”). The Price Notice shall describe
the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s
President and Chief Financial Officer.


 


(d) Notice
Delivery. All notices, requests, consents and other communications under this Unit Purchase Option shall be in writing
and shall be deemed to have been duly made when hand delivered, or mailed by express mail or private courier service: (i) If to
the registered Holder of the Unit Purchase Option, to the address of such Holder as shown on the books of the Company, or (ii)
If to the Company, to the following address or to such other address as the Company may designate by notice to the Holders:


 


Aditx
Therapeutics, Inc.


1161
Anderson Street


Suite
105-10014


Loma
Linda, CA 92354


Attn:
Chief Executive Officer


 


with
a copy to (which shall not constitute notice):


 


Sheppard,
Mullin, Richter & Hampton LLP


30
Rockefeller Plaza


New
York, NY 10112


Attn:
Richard A. Friedman


 


8.
Reserved.


 


9.
Miscellaneous.


 


(a) Amendments. The
Company and Dawson James Securities, Inc. (“Dawson”) may, by means of a signed written instrument, from time to time
supplement or amend this Unit Purchase Option without the approval of any of the Holders in order to cure any ambiguity, to correct
or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, or to make
any other provisions in regard to matters or questions arising hereunder that the Company and Dawson may deem necessary or desirable
and that the Company and Dawson deem shall not adversely affect the interest of the Holders. All other modifications or amendments
shall require the written consent of and be signed by the party against whom enforcement of the modification or amendment is sought.


 


(b) Headings. The
headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Unit Purchase Option.


 






    -8-


     


    

 


(c) Entire
Agreement. This Unit Purchase Option (together with the other agreements and documents being delivered pursuant to or
in connection with this Unit Purchase Option) constitutes the entire agreement of the parties hereto with respect to the subject
matter hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject
matter hereof.


 


(d) Binding
Effect. This Unit Purchase Option shall inure solely to the benefit of, and shall be binding upon, the Holder and the
Company and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have
or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Unit Purchase
Option or any provisions herein contained.


 


(e) Governing
Law. This Unit Purchase Option shall be governed by and construed and enforced in accordance with the laws of the State
of New York, without giving effect to conflict of laws. The Company hereby agrees that any action, proceeding or claim against
it arising out of, or relating in any way to this Unit Purchase Option shall be brought and enforced in the courts of the State
of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof
by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section
7 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding
or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from
the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred
in connection with the preparation therefor.


 


(f) Waivers. The
failure of the Company or the Holder to at any time enforce any of the provisions of this Unit Purchase Option shall not be deemed
or construed to be a waiver of any such provision, nor to in any way affect the validity of this Unit Purchase Option or any provision
hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Unit Purchase Option.
No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Unit Purchase Option shall be effective
unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is
sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any
other or subsequent breach, non-compliance or non-fulfillment.


 


(g) Counterparts. This
Unit Purchase Option may be executed in one or more counterparts, and by the different parties hereto in separate counterparts,
each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement,
and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of
the other parties hereto. Such counterparts may be delivered by facsimile transmission or other electronic transmission.


 


(h) Exchange
Agreement. As a condition of the Holder’s receipt and acceptance of this Unit Purchase Option, Holder agrees that,
at any time prior to the complete exercise of this Unit Purchase Option by Holder, if the Company and Dawson enter into an agreement
(the “Exchange Agreement”) pursuant to which they agree that all outstanding Unit Purchase Options will be exchanged
for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.


 


[Balance
of page intentionally left blank]


 



    -9-


     


    




 


IN
WITNESS WHEREOF, the Company has caused this Unit Purchase Option to be signed by its duly authorized officer as of the [●]
day of [●], 2020.


 


	 	Aditx
    Therapeutics, Inc.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 






    -10-


     


    




 


Form
To Be Used To Exercise Unit Purchase Option


 


Aditx
Therapeutics, Inc.


1161
Anderson Street


Suite
105-10014


Loma
Linda, CA 92354 


 


Attn:
Chief Executive Officer


 


Date:        ,
2020


 


The
undersigned hereby elects irrevocably to exercise all or a portion of the within Unit Purchase Option and to purchase      Units
of Aditx Therapeutics, Inc., and hereby makes payment of $      (at the rate of $      per
Unit) in payment of the Exercise Price pursuant thereto. Please issue the Shares and Warrants comprising the Units as to which
this Unit Purchase Option is exercised in accordance with the instructions given below.


 


or


 


The
undersigned hereby elects irrevocably to convert its right to purchase Units purchasable under the within Unit Purchase Option
by surrender of the unexercised portion of the attached Unit Purchase Option (with a “Value” based of $      based
on a “Market Price” of $      ). Please issue the securities comprising the Units as
to which this Unit Purchase Option is exercised in accordance with the instructions given below.


 


INSTRUCTIONS
FOR REGISTRATION OF SECURITIES


 


	Name:	 	 
	 	(Print
    in Block Letters)	 
	 	 	 
	Address:	 	 


 


NOTICE:
THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN UNIT PURCHASE OPTION IN EVERY
PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER THAN A SAVINGS
BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.


 






    -11-


     


    




 


Form
To Be Used To Assign Unit Purchase Option


 


ASSIGNMENT


 


(To
be executed by the registered Holder to effect a transfer of the within Unit Purchase Option)


 


FOR
VALUE RECEIVED, does hereby sell, assign and transfer unto the right to purchase Units of Aditx Therapeutics, Inc., (the “Company”)
evidenced by the within Unit Purchase Option and does hereby authorize the Company to transfer such right on the books of the
Company.


 


Dated:     ,
2020


 


	 	 
	 	Signature
	 	 


 


NOTICE:
THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN UNIT PURCHASE OPTION IN EVERY
PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER THAN A SAVINGS
BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.


 


 


-12-