Exhibit 10.6


 





THE SECURITIES REPRESENTED HEREBY,
INCLUDING THE SHARES ISSUABLE UPON EXERCISE HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED,
PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION
FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE ISSUER, IS AVAILABLE.


SERIES A WARRANT AGREEMENT


No. 


REDWOOD
SCIENTIFIC TECHNOLOGIES, INC.


This Warrant Agreement
(this “Agreement”) is dated as of January [ ], 2015 (the “Issue Date”) and entered into by
and between Redwood Scientific Technologies, Inc., a company organized under the laws of State of Nevada (the “Company”)
and ________________, (together with its successors and assigns, the “Warrant Holder”).


WHEREAS, the Company
and the Warrant Holder entered into that certain Unit Purchase Agreement of even date herewith (the “Purchase Agreement”),
pursuant to which, the Warrant Holder, together with the other Purchasers agreed to purchase certain Securities of the Company,
including the Warrants evidenced by this Agreement; and


WHEREAS, all of
the terms and conditions of such Purchase Agreement are incorporated herein by this reference, and all capitalized terms not separately
defined in this Warrant, shall have the same meanings as defined in the Purchase Agreement.


NOW, THEREFORE,
in consideration of the mutual covenants set forth in this Agreement and for other good and valuable consideration, the parties
agree as follows:


1.           
Grant of Warrant. The Company hereby, upon the terms and subject to the conditions of this Agreement,
issues to the Warrant Holder a warrant (the “Warrant”) evidenced by this Agreement to purchase up to _______1_
shares of Common Stock (the shares of Common Stock issuable to the Warrant Holder hereunder (as such amount may be adjusted pursuant
to the terms hereof), the “Warrant Shares”) at an exercise price of $2.50 per share (as such amount may be adjusted
pursuant to the terms hereof, the “Exercise Price”). The Exercise Price and the number of Warrant Shares for
which the Warrant are exercisable shall be subject to adjustment as described in Section 6.


2.           
Term and Termination of Warrant. The Warrant shall terminate on the earlier to occur of: (i) the
third (3rd) anniversary of the Issue Date or (ii) the date on which the Company repays the Holder’s Note in full prior to
the Maturity Date, as such term is defined in the Note (the date on which such earlier event occurs is hereinafter referred to
as the “Expiration Date”).





 



1The
number of Warrant Shares shall be initially equal to the principal amount of the Secured Convertible Promissory Note held by Warrant
Holder of even date herewith divided by the conversion price of the Note.


 



     

     

    

 


3.           Exercise
of the Warrant.


(a)          Exercise and Payment. The purchase rights represented by the Warrant may be exercised by the Warrant Holder, in whole
or in part at any time following the Issue Date during the period prior to the Expiration Date, by the surrender of the Warrant
(together with a duly executed notice of exercise in the form attached hereto as Exhibit A (the "Exercise Notice")
at the principal office of the Company, and by the payment to the Company, at the option of the Warrant Holder by:


(i)           
wire transfer of immediately available funds, of an amount equal to (A) the number of shares of Common Stock being purchased
upon exercise of the Warrant multiplied by (B) the then current Exercise Price (the “Warrant Price”);


(ii)            in whole or in part, at such time by means of a “cashless exercise, which shall
mean an exercise of a Warrant in accordance with the immediately following three sentences. To effect a Cashless Exercise, the
holder of a Warrant may exercise a Warrant or Warrants without payment of the Exercise Price in cash by surrendering such Warrant
or Warrants and, in exchange therefor, receiving such number of shares of Common Stock equal to the product of (1) that number
of shares of Common Stock for which such Warrants are exercisable and which would be issuable in the event of an exercise with
payment in cash of the Exercise Price and (2) the Cashless Exercise Ratio (as defined below). The “Cashless Exercise Ratio”
shall equal a fraction, the numerator of which is the excess of the Fair Market Value per share of the Common Stock, as applicable,
on the date of exercise over the Exercise Price per share of Common Stock as of the date of exercise and the denominator of which
is the Fair Market Value per share of the Common Stock, as applicable, on the date of exercise; or


(iii)           any combination thereof.


For purposes of this
Agreement, “Fair Market Value” of a share as of a particular date shall mean: (A) if the Common Stock is traded
on an exchange or the over-the-counter market or otherwise quoted or reported on a national exchange, the average reported closing
price for the five (5) trading days prior to the date of determination of fair market value, (B) if conversion or exercise is simultaneous
with an underwritten public offering of Common Stock registered under the Act, then the initial public offering price (before deducting
commissions, discounts or expenses) per share sold in such offer, and (C) otherwise that price determined in good faith and in
such reasonable manner as prescribed by an independent investment banker who is a member of FINRA and is reasonably acceptable
to the Company.


(b)           Redemption
of the Warrant.In the event and to the extent that (i) the Warrants Shares are registered for resale under the Securities
Act pursuant to an effective registration statement or all of the Warrant Shares may be immediately resold by the Holder without
any volume limitations or other restrictions under applicable provisions of Rule 144, as promulgated under the Securities Act,
(ii) the Closing Sale Price exceeds 250% of the Exercise Price for any twenty (20) consecutive Trading Day period (the "Redemption
Period"), and (iii) the average daily trading volume exceeds 50,000 shares per day during the Redemption Period, then
and in such event the Company may elect to redeem and repurchase this Warrant and all other unexercised Series A Warrants issued
pursuant to the Purchase Agreement, for $0.01 per share, on a date (the “Warrant Redemption Date”) which shall
be thirty (30) business days following the date of written notice of the Company’s intention to redeem all Series A Warrants
that is given to the Holder and other holders of Series A Warrants (the “Redemption Notice”); provided, that
the Holder and any one or more other holders of Series A Warrants may elect to exercise such Series A Warrants prior to the Warrant
Redemption Date.



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(c)          
Warrant Shares. On or before the first (1st) Trading Day following the date on which the Company has
received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise
Notice to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third
(3rd) Trading Day following the date on which the Company has received such Exercise Notice, so long as the Holder
delivers the Aggregate Exercise Price (or elects a Cashless Exercise) on or prior to the second (2nd) Trading Day following
the date on which the Company has received such Exercise Notice, the Company shall (X) provided that the Transfer Agent is participating
in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the
Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the
Holder’s or its designee’s balance account with DTC through its Deposit/ Withdrawal at Custodian system, or (Y) if
the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder
or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent
by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the
Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for
the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. The Company shall be responsible
for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of shares of Common Stock
via DTC, if any. Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the
holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant
Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares
(as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 3(c) and the number
of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired
upon an exercise, then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three
(3) Business Days after any exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in
accordance with Section 11(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to
such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional
shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to
be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable
with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. Following the exercise in full of this
Warrant, the Holder shall deliver this original Warrant certificate to the Company.



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(d)           Company’s
Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to issue to the Warrant Holder
within five (5) Trading Days of receipt of the Exercise Notice so long as the Warrant Holder delivers the Aggregate Exercise Price
(or notice of a Cashless Exercise) on or prior to the second (2nd) Trading Day following the date on which the Company
has received the Exercise Notice, a certificate for the number of shares of Common Stock to which the Warrant Holder is entitled
and register such shares of Common Stock on the Company’s share register or to credit the Warrant Holder’s balance
account with DTC for such number of shares of Common Stock to which the Warrant Holder is entitled upon the Warrant Holder’s
exercise of this Warrant, then, in addition to all other remedies available to the Warrant Holder, the Company shall pay in cash
to the Warrant Holder on each day after such fifth (5th) Trading Day that the issuance of such shares of Common Stock
is not timely effected an amount equal to 0.25% of the product of (A) the sum of the number of shares of Common Stock not issued
to the Warrant Holder on a timely basis and to which the Warrant Holder is entitled and (B) the Closing Sale Price of the Common
Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such shares of Common
Stock to the Warrant Holder. In addition to the foregoing, if within five (5)Trading Days after the Company’s receipt of
an Exercise Notice (whether via facsimile or otherwise) the Company shall fail to issue and deliver a certificate to the Warrant
Holder and register such shares of Common Stock on the Company’s share register or credit the Warrant Holder’s balance
account with DTC for the number of shares of Common Stock to which the Warrant Holder is entitled upon the Warrant Holder’s
exercise hereunder or pursuant to the Company’s obligation pursuant to clause (ii) below, and if on or after such Trading
Day the Warrant Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction
of a sale by the Warrant Holder of shares of Common Stock issuable upon such exercise that the Warrant Holder anticipated receiving
from the Company, then the Company shall, within five (5) Trading Days after the Warrant Holder’s request and in the Warrant
Holder’s discretion, either (i) pay cash to the Warrant Holder in an amount equal to the Warrant Holder’s total purchase
price (including brokerage commissions and other reasonable out-of-pocket expenses, if any) for the shares of Common Stock so
purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and
to issue such shares of Common Stock) or credit such Warrant Holder’s balance account with DTC shall terminate, or (ii)
promptly honor its obligation to deliver to the Warrant Holder a certificate or certificates representing such shares of Common
Stock or credit such Warrant Holder’s balance account with DTC and pay cash to the Warrant Holder in an amount equal to
the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid
Price on the date of exercise. Nothing shall limit the Warrant Holder’s right to pursue any other remedies available to
it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with
respect to the Company’s failure to timely deliver certificates representing shares of Common Stock (or to electronically
deliver such shares of Common Stock) upon the exercise of this Warrant as required pursuant to the terms hereof.



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(e)          
Fractional Warrant Shares. No fractional Warrant Shares will be issued in connection with any exercise hereunder.
In lieu of such fractional shares, the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number.


(f)          
Intentionally Left Blank.


(g)          Legend. The Warrant Shares to be acquired by the Holder pursuant hereto, may not be sold or transferred unless (A)
such shares are sold pursuant to an effective registration statement under the Securities Act, or (B) the Company or its transfer
agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions
of counsel in comparable transactions and from an attorney who regularly practices securities law) to the effect that the shares
to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (C) such shares are
sold or transferred pursuant to Rule 144 under the Securities Act (or a successor rule) (“Rule 144”) or (D)
such shares are sold or transferred outside the United States in accordance with Rule 904 of Regulation S under the Securities
Act, or (E) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Company who agrees to sell
or otherwise transfer the shares only in accordance with this Section 3(g). Except as otherwise provided in this Warrant (and subject
to the removal provisions set forth below), until such time as the Warrant Shares issuable upon exercise of the Warrant have been
registered under the Act, otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as
of a particular date that can then be immediately sold, each certificate for Warrant Shares that has not been so included in an
effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that
permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:


THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. THE HOLDER HEREOF, BY PURCHASING SUCH
SECURITIES, AGREES THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION,
(B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) WITHIN THE
UNITED STATES AFTER REGISTRATION OR IN ACCORDANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES
ACT PROVIDED BY RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) WITHIN
THE UNITED STATES IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAWS AND THE HOLDER HAS PRIOR TO SUCH SALE FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION.


 






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(h)          Removal of Legend. The legend set forth above shall be removed and the Company shall issue to the Holder a new certificate
therefor free of any transfer legend if (A) the Company shall have received an opinion of counsel, in form, substance and scope
customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Securities may
be made without registration under the Act and the shares are so sold or transferred, or (B) (C) in the case of the Common Stock
issuable upon exercise of the Warrant, such security is registered for sale by the Holder under an effective registration statement
filed under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of
a particular date that can then be immediately sold. The Company shall cause its counsel to issue a legal opinion promptly after
the effective date of any registration statement under the Act registering the resale of the Common Stock issuable upon exercise
of the Warrant if required to effect the removal of the legend hereunder.


4.           
Stock Fully Paid; Reservation of Warrant Shares.


(a)          All of the Warrant Shares issuable upon the exercise of the Warrant will, upon issuance and receipt of the Warrant Price
for such Warrant Shares, be duly authorized, validly issued, fully paid and nonassessable, and will be free and clear of all taxes,
liens, encumbrances and charges with respect to the issue.


(b)          Reservation. For so long as any of the Warrants are outstanding, the Company shall take all action necessary to reserve
and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting the exercise of the Warrants,
100% of the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all Warrants then
outstanding (the “Required Reserve Amount”).


(c)          Insufficient
Authorized Shares. If at any time the Company does not have a sufficient number of authorized and unreserved shares of Common
Stock to satisfy its obligation to reserve for issuance upon exercise of the Warrants at least a number of shares of Common Stock
equal to the Required Reserve Amount (an “Authorized Share Failure”), then the Company shall immediately take
all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company
to reserve the Required Reserve Amount for the Warrants then outstanding. Without limiting the generality of the foregoing sentence,
as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60)
days after the occurrence of such Authorized Share Failure, the Company shall either (x) obtain the written consent of its stockholders
for the approval of an increase in the number of authorized shares of Common Stock or (y) hold a special meeting of its stockholders
for the approval of an increase in the number of authorized shares of Common Stock; provided, that if the Company is then
subject to review of any such related documents by the Securities and Exchange Commission, the time frame above shall be extended
by an additional thirty (30) days. In connection with such meeting, the Company use its best efforts to solicit its stockholders’
approval of such increase in authorized shares of Common Stock, to cause its Board of Directors to recommend to the stockholders
that they approve such proposal and to cause its management to vote in favor of such proposal.



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5.           
Rights of the Warrant Holder. The Warrant Holder shall have no voting rights as a stockholder or
rights to dividends or other distributions with respect to Warrant Shares subject to this Agreement until payment in full of the
Warrant Price for Warrant Shares being issued.


6.           
Adjustment of Exercise Price and Number of Warrant Shares. The Exercise Price and the number of
Warrant Shares purchasable upon any exercise of the Warrant shall be subject to adjustment from time to time upon the occurrence
of certain events described in this Section 6 if such events occur while the Warrant is outstanding.


(a)          
Subdivision or Combination of Stock; Stock Dividend and Stock Conversion.


(i)           
In the event the Company should at any time or from time to time fix a record date for the effectuation of a split or subdivision
of the outstanding shares of Common Stock, or a record date for the determination of the holders of capital stock entitled to receive
a dividend or other distribution payable in Common Stock or other securities or rights directly or indirectly convertible into
or exercisable or exchangeable, or rights that entitle the holders of Common Stock to purchase, Common Stock (such other securities
or rights are hereinafter referred to as “Common Stock Equivalents”), without payment of any consideration by
such holders for the additional Common Stock or the Common Stock Equivalents (including the additional Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision
if no record date is fixed), (y) the Exercise Price of the Warrant Shares shall be appropriately decreased (but not below the then
par value per share of Common Stock), or (z) the number of Warrant Shares shall be increased in proportion to such increase of
outstanding Common Stock and shares of Common Stock issuable with respect to Common Stock Equivalents.


(ii)           If the number of shares of Common Stock outstanding at any time after the Issue Date is decreased by a combination of the
outstanding Common Stock, then, upon the record date of such combination, (A) the Exercise Price shall be appropriately increased,
or (B) the number of Warrant Shares shall be decreased in proportion to such decrease in outstanding Common Stock.


(iii)          The
Company will not modify its certificate of incorporation or effect any reorganization, recapitalization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities in a manner that negates or avoids the rights of the Warrant Holder to exercise
its rights hereunder, but will at all times assist in the carrying out of all the provisions of this Agreement and in the taking
of all such actions as may be necessary or appropriate in order to protect the Warrant Holder against impairment.



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(b)          Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issue Date, the Company issues
or sells, or in accordance with this Section 6 is deemed to have issued or sold, any shares of Common Stock (including the issuance
or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities issued
or sold or deemed to have been issued or sold) for a consideration per share (the “Dilutive Issuance Price”)
that is less than a price equal to the Exercise Price in effect immediately prior to such issue or sale or deemed
issuance or sale (the “Applicable Exercise Price”) (the foregoing, a “Dilutive Issuance”),
then immediately following such Dilutive Issuance, the Applicable Exercise Price then in effect shall be reduced to the Dilutive
Issuance Price; provided that only one adjustment will be made for each Dilutive Issuance. No adjustment to the Exercise Price
shall have the effect of increasing the Exercise Price above the Exercise Price in effect immediately prior to such adjustment
For all purposes of the foregoing (including, without limitation, determining the reduced Exercise Price and consideration per
share under this Section 2(a)), the following shall be applicable:


(i)           
Issuance of Options. If the Company in any manner grants any Options and the lowest price per share for which one
share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Common Stock
Equivalents issuable upon exercise of any such Option is less than the Applicable Exercise Price, then such share of Common Stock
shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option
for such price per share. For purposes of this Section 6(b)(i), the “lowest price per share for which one share of Common
Stock is issuable upon exercise of such Options or upon conversion, exercise or exchange of such Common Stock Equivalents issuable
upon exercise of any such Option” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable
by the Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option
and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option less any consideration
paid or payable by the Company with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise
of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further
adjustment of the Exercise Price or number of Warrant Shares shall be made upon the actual issuance of such shares of Common Stock
or of such Common Stock Equivalents upon the exercise of such Options or upon the actual issuance of such shares of Common Stock
upon conversion, exercise or exchange of such Common Stock Equivalents.


(ii)           Issuance
of Common Stock Equivalents. If the Company in any manner issues or sells any Common Stock Equivalents and the lowest price
per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof is less than the Applicable
Exercise Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company
at the time of the issuance or sale of such Common Stock Equivalents for such price per share. For the purposes of this Section
5(b)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange
thereof” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company
with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise
or exchange of such Convertible Security less any consideration paid or payable by the Company with respect to such one share
of Common Stock upon the issuance or sale of such Convertible Security and upon conversion, exercise or exchange of such Convertible
Security. No further adjustment of the Exercise Price or number of Warrant Shares shall be made upon the actual issuance of such
shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents, and if any such issue or sale of
such Common Stock Equivalents is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made
pursuant to other provisions of this Section 2(a), no further adjustment of the Exercise Price or number of Warrant Shares shall
be made by reason of such issue or sale.



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(iii)          Change in Option Price or Rate of Conversion. If the purchase price provided for in any Options, the additional consideration,
if any, payable upon the issue, conversion, exercise or exchange of any Common Stock Equivalents, or the rate at which any Common
Stock Equivalents are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any
time, the Exercise Price and the number of Warrant Shares in effect at the time of such increase or decrease shall be adjusted
to the Exercise Price and the number of Warrant Shares which would have been in effect at such time had such Options or Common
Stock Equivalents provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion
rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 5(b)(iii), if the terms of
any Option or Convertible Security that was outstanding as of the date of issuance of this Warrant are increased or decreased in
the manner described in the immediately preceding sentence, then such Option or Convertible Security and the shares of Common Stock
deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase
or decrease. No adjustment pursuant to this Section 5(b) shall be made if such adjustment would result in an increase of the Exercise
Price then in effect or a decrease in the number of Warrant Shares.


(iv)          Calculation
of Consideration Received. In case any Option is issued in connection with the issue or sale of other securities of the Company,
together comprising one integrated transaction, (x) the Options will be deemed to have been issued for the exercise price of such
Options and (y) the other securities issued or sold in such integrated transaction shall be deemed to have been issued for the
aggregate consideration received by the Company. If any shares of Common Stock, Options or Common Stock Equivalents are issued
or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount
received by the Company therefor. If any shares of Common Stock, Options or Common Stock Equivalents are issued or sold for a
consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration,
except where such consideration consists of securities, in which case the amount of consideration received by the Company will
be the Closing Sale Price of such security on the date of receipt. If any shares of Common Stock, Options or Common Stock Equivalents
are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity,
the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the
non-surviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents, as the case may be.
The fair value of any consideration other than cash or securities will be determined jointly by the Company and the Required Holders.
If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation
Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th)
day following the Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Required Holders.
The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses
of such appraiser shall be borne by the Company.



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(v)           Record Date. If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling
them (A) to receive a dividend or other distribution payable in shares of Common Stock, Options or in Common Stock Equivalents
or (B) to subscribe for or purchase shares of Common Stock, Options or Common Stock Equivalents, then such record date will
be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration
of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase,
as the case may be.


(vi)          Exceptions
to Adjustment of Conversion Price.  No adjustment to the Exercise Price will be made (i) upon the issuance
of shares of Common Stock or options or warrants to purchase Common Stock to directors, officers, consultants or employees of
the Company in their capacity as such pursuant to any stock or option plan duly adopted by the Board of Directors of the Company,
which plan does not exceed 250,000 shares in the aggregate (an "Approved Stock Plan"), provided that the exercise
price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder
and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects
the Warrant Holder or any of the holders of the other Series A Warrants issued pursuant to the Purchase Agreement (the "Other
Holders"); (ii) shares of Common Stock issued upon the conversion or exercise of Common Stock Equivalents (other than
standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued
prior to the Issue Date, provided that the conversion or exercise (as the case may be) of any such Convertible Security is made
solely pursuant to the conversion or exercise (as the case may be) provisions of such Convertible Security that were in effect
on the date immediately prior to the Issue Date, the conversion or exercise price of any such Common Stock Equivalents (other
than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above)
is not lowered, none of such Common Stock Equivalents are (other than standard options to purchase Common Stock issued pursuant
to an Approved Stock Plan that are covered by clause (i) above) (nor is any provision of any such Common Stock Equivalents) amended
or waived in any manner (whether by the Company or the holder thereof) to increase the number of shares issuable thereunder and
none of the terms or conditions of any such Common Stock Equivalents (other than standard options to purchase Common Stock issued
pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed or waived (whether by
the Company or the holder thereof) in any manner that adversely affects the Warrant Holder or any of the Other Holders; (iii)
upon the issuance of the Notes; (iv) upon the issuance of the Note Shares; (v) upon the issuance of Warrant Shares issued pursuant
to the Purchase Agreement; (vi) upon the issuance of any warrants to the Placement Agent as compensation for the Offering and
the issuance of any shares of common stock underlying such warrants; and (vii) upon the Company’s issuance of securities
in connection with mergers, acquisitions, strategic license agreements and other partnering arrangements, including any such agreements
in effect as of the Issuance Date, so long as such issuances are not for the purpose of raising capital and in which holders of
such securities or debt are not at any time granted registration rights. Notwithstanding the foregoing, any Common Stock issued
or issuable to raise capital for the Company or its Subsidiaries, directly or indirectly, in connection with any transaction contemplated
by clause (xi) above, including, without limitation, securities issued in one or more related transactions or that result in similar
economic consequences, shall not constitute Excluded Securities.



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(c)          
Notice of Adjustment. Promptly after adjustment of the Exercise Price or any increase or decrease in the number of
shares purchasable upon the exercise of the Warrant, the Company shall give written notice in accordance with Section 11.
The notice shall be signed by an authorized officer of the Company and shall state the effective date of the adjustment and the
Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such
price upon any exercise of the Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such
calculation is based.


(d)           Other Notices. In the event that the Company shall propose at any time: (i) to declare any dividend or distribution
upon any class or series of capital stock, whether in cash, property, stock or other securities (including, without limitation,
pursuant to a split or subdivision of the outstanding shares of capital stock); (ii) to effect any reclassification or recapitalization
of its capital stock outstanding involving a change in the capital stock; or (iii) to merge or consolidate with or into any
other corporation, or to sell, lease or convey all or substantially all of its property or business, or to liquidate, dissolve
or wind up; then, in connection with each such event, the Company shall mail to the Warrant Holder notice of such transaction:


(A)            
at least five (5) business days’ prior written notice in accordance with Section 11 of the date on which a
record shall be taken for such dividend or distribution (and specifying the date on which the holder of the affected class or series
of capital stock shall be entitled thereto) or for determining the rights to vote, if any, in respect of the matters referred to
in (c)(ii) and (c)(iii) above; and


(B)             
in the case of the matters referred to in (c)(ii) and (c)(iii) above, written notice of such impending transaction not
later than ten (10) business days’ prior to any shareholders’ meeting called to approve such transaction, or ten (10)
business days’ prior to the closing of such transaction, whichever is earlier, and shall also notify the Warrant Holder
in writing in accordance with Section 11 of the final approval of such transaction by the stockholders of the Company (if
such approval is required). The first of such notices shall describe the terms and conditions of the impending transaction that
are material to a holder of Common Stock (as determined by the Board of Directors of the Company (the “Board”)
in good faith) and specify the date on which a holder of Common Stock shall be entitled to exchange his, her or its Common Stock
for securities or other property deliverable upon the occurrence of such event) and the Company shall thereafter give such holder
prompt notice of any changes in such terms or conditions that are material to a holder of Common Stock (as determined by the Board
in good faith). The Company acknowledges that any record date must be set at a date that would permit the Warrant Holder effectively
to exercise its rights hereunder.



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(e)          
Changes in Stock. In case at any time prior to the Expiration Date, the Company shall be a party to any transaction
(including, without limitation, a merger, consolidation, sale of all or substantially all of the Company’s assets or recapitalization
of its capital stock) in which the previously outstanding shares of Common Stock shall be changed into or exchanged for different
securities of the Company or common stock or other securities of another corporation or interests in a non-corporate entity or
other property (including cash) or the Company shall make a distribution on its shares of Common Stock, other than regular cash
dividends on its outstanding stock, or any combination of any of the foregoing (each such transaction being herein called the “Transaction”
and the date of consummation of the Transaction being herein called the “Consummation Date”), then as a condition
of the consummation of such Transaction, lawful and adequate provisions shall be made so that the Warrant Holder, upon the exercise
hereof at any time on or after the Consummation Date and prior to the Expiration Date, shall be entitled to receive, and this Agreement
shall thereafter represent the right to receive, in lieu of the Warrant Shares issuable upon such exercise prior to the
Consummation Date, the highest amount of securities or other property to which the Warrant Holder would actually have been entitled
as a stockholder upon the consummation of the Transaction if the Warrant Holder had exercised the Warrant immediately prior thereto.
The provisions of this Section 6(d) shall similarly apply to successive Transactions.


7.           
Taxes. The Warrant Holder acknowledges that upon exercise of the Warrant the Warrant Holder may
be deemed to have taxable income in respect of the Warrant and/or the Warrant Shares. The Warrant Holder acknowledges that any
income or other taxes due from it with respect to the Warrant or the Warrant Shares issuable pursuant to the Warrant shall be the
Warrant Holder’s responsibility.


8.           
Representations and Warranties.


(a)          
Representations and Warranties by the Company. The representations and warranties of the Company set forth in Section
2 of the Purchase Agreement are true and correct as of the Issue Date.


(b)            Representations and Warranties by the Warrant Holder. The representations and warranties of the Warrant Holder set
forth in Section 3 of the Purchase Agreement are true and correct as of the Issue Date.


9.           
Registration Rights. The Company acknowledges that the Warrant Shares are subject to the
Registration Rights Agreement.


10.          Noncircumvention.
The Company hereby covenants and agrees that the Company will not, by amendment of its certificate of incorporation or bylaws,
or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of
securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect
the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value
of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect and (ii) shall
take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock upon the exercise of this Warrant.



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11.          Reissuance Of Warrants.


(a)          
Transfer of Warrant. If this Warrant is to be transferred, the Warrant Holder shall surrender this Warrant to the
Company and an opinion of counsel from an attorney regularly engaged in the practice of securities law, whereupon the Company will
forthwith issue and deliver upon the order of the Warrant Holder a new Warrant (in accordance with Section 11(d)), registered as
the Warrant Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Warrant
Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in
accordance with Section 7(d)) to the Warrant Holder representing the right to purchase the number of Warrant Shares not being transferred.


(b)           Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification
and payment of any required bond undertaking by the Warrant Holder to the Company in customary form and, in the case of mutilation,
upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Warrant Holder a new Warrant (in
accordance with Section 11(d)) representing the right to purchase the Warrant Shares then underlying this Warrant.


(c)          
Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Warrant Holder
at the principal office of the Company, for a new Warrant or Warrants (in accordance with Section 11(d)) representing in the aggregate
the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right
to purchase such portion of such Warrant Shares as is designated by the Warrant Holder at the time of such surrender; provided,
however, that no Warrants for fractional shares of Common Stock shall be given.


(d)           Issuance
of New Warrants  Whenever the Company is required to issue a new Warrant
pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as
indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case
of a new Warrant being issued pursuant to Section 11(a) or Section 11(c), the Warrant Shares designated by the Warrant Holder
which, when added to the number of shares of Common Stock underlying the other new Warrants issued in connection with such issuance,
does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on
the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions as this
Warrant.


12.         Amendment
And Waiver. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take
any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained
the written consent of the Warrant Holder.



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13.         Dispute Resolution. In the case of a dispute as to the determination of the Exercise Price or the
arithmetic calculation of the Warrant Shares issuable pursuant hereto, the Company shall promptly issue to the Warrant Holder the
number of Warrant Shares that are not disputed and resolve such dispute in accordance with this Section 13. In the case of a dispute
as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares issuable pursuant hereto, the
Company shall submit the disputed determinations or arithmetic calculations via facsimile within two (2) Business Days of receipt
of the Exercise Notice giving rise to such dispute, as the case may be, to the Warrant Holder. If the Warrant Holder and the Company
are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within three (3) Business
Days of such disputed determination or arithmetic calculation being submitted to the Warrant Holder, then the Company shall, within
two (2) Business Days submit via facsimile (a) the disputed determination of the Exercise Price to an independent, reputable investment
bank selected by the Company and approved by the Warrant Holder or (b) the disputed arithmetic calculation of the Warrant Shares
to the Company’s independent, outside accountant. The Company shall cause the investment bank or the accountant, as the case
may be, to perform the determinations or calculations and notify the Company and the Warrant Holder of the results no later than
ten (10) Business Days from the time it receives the disputed determinations or calculations. Such investment bank’s or accountant’s
determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error. The party whose
calculation is furthest from the investment bank’s or accountant’s determination or calculation, as the case may be,
shall be obligated to pay the fees and expenses of such investment bank or accountant.


14.         Remedies, Other Obligations, Breaches And Injunctive Relief. The remedies provided in this Warrant
shall be cumulative and in addition to all other remedies available under this Warrant and the other Transaction Documents, at
law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the
right of the Warrant Holder to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The
Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Warrant Holder and that
the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or
threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to an injunction
restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. The
Company shall provide all information and documentation to the Warrant Holder that is requested by the Holder to enable the Holder
to confirm the Company’s compliance with the terms and conditions of this Warrant (including, without limitation, compliance
with Section 6 hereof).


15.         Transfer.This Warrant may be offered for sale, sold, transferred or assigned without the consent
of the Company.


16.         Severability.
If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity
or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations
of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will
endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),
the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).



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17.         Certain Definitions. For purposes of this Warrant, the following terms shall have the following
meanings:


(a)          
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The
City of New York are authorized or required by law to remain closed.


(b)           “Closing Bid Price” and “Closing Sale Price” means, for any security as of any date,
the last closing bid price and last trade price, respectively, for such security on the Principal Market, as reported by Bloomberg,
or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing
trade price, as the case may be, then the last bid price or the last trade price, respectively, of such security prior to 4:00:00
p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading
market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities
exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply,
the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic
bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported
for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security
as reported in the “pink sheets” by OTC Markets Group, Inc. (formerly Pink Sheets LLC). If the Closing Bid Price or
the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid
Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined
by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then
such dispute shall be resolved pursuant to Section 13. All such determinations to be appropriately adjusted for any stock dividend,
stock split, stock combination or other similar transaction during the applicable calculation period.


(c)          
“Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Common
Stock Equivalents.


(d)           “Principal Market” means the principal securities exchange or securities market on which the shares of
Common Stock are then traded.


(e)          
“Trading Day” means, as applicable, (x) with respect to all price determinations relating to the Common
Stock, any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading
market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then
traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such
exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of
trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on
such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as
a Trading Day in writing by the Holder or (y) with respect to all determinations other than price determinations relating to the
Common Stock, any day on which The New York Stock Exchange (or any successor thereto) is open for trading of securities.



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18.         Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation
of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.


19.         Assignability. Notwithstanding anything contained herein to the contrary, subject to the transfer
and securities law restrictions set forth in this Agreement, the Warrant Holder may assign, convey or transfer, in whole or in
part, its rights under this Agreement and provide written notice to Company of any such assignment, conveyance or transfer. Upon
any transfer, assignment, pledge, hypothecation or other disposition of the Warrant or of any rights granted hereunder in accordance
with the terms of this Section 18, the Company shall if necessary issue or re-issue warrant agreements reflecting the appropriate
rights and entitlements of the Warrant Holder and any transferee, assignee or pledgee after giving effect to such transfer, assignment
or pledge.


20.         Forfeiture.  This Warrant shall be forfeited by the Warrant Holder in the event
the Note is repaid (in cash) by the Company prior to the Maturity Date.


[signatures on following
page]




    16


     

    

 


IN WITNESS WHEREOF,
the undersigned hereby execute this Agreement as of the day and year first above written.


	 	COMPANY:
	 	 
	 	REDWOOD
    SCIENTIFIC TECHNOLOGIES, INC.
	 	 	 
	 	By:	
	 	Name:	
	 	Title:	CEO


 


[Signature Page – Warrant Agreement]


 



     

     

    

 


EXHIBIT A


NOTICE OF EXERCISE


The undersigned
holder hereby exercises the right to purchase _________________ shares of Common Stock (“Warrant Shares”) of
Redwood Scientific Technologies, Inc., a Nevada corporation (the “Company”), evidenced by the attached Series
A Warrant No. [ ] (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective
meanings set forth in the Warrant.


1. Form of Exercise Price.
The Warrant Holder intends that payment of the Exercise Price shall be made as:


 


____________a
“Cash Exercise” with respect to _________________ Warrant Shares; or


 


____________a
“Cashless Exercise” with respect to _______________ Warrant Shares.


 


2. Payment of Exercise
Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued
pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance
with the terms of the Warrant.


 


3. Delivery of Warrant
Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant.


 


Date: _______________ __, ______


 


                                                                                          


Name
of Registered Holder


  


	By:		 
		Name:	 
		Title: