Exhibit 4.1


 





COMMON STOCK
PURCHASE WARRANT


PRECISION THERAPEUTICS
INC.


 


Warrant Shares:
[______________]


Date of Issuance:
April 4, 2019


 


Warrant Number:
2019E-[________]


 


This COMMON STOCK
PURCHASE WARRANT (the “Warrant”) certifies that, for value received, the Holder (as defined below), [NAME OF
HOLDER] (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms
and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after April 3, 2019 (“Issuance
Date”), to purchase from Precision Therapeutics Inc., a Delaware corporation (the “Company”),
up to [______________] shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price
(defined below) per share then in effect. This Warrant is one of the Warrants (the “Warrants”) issued pursuant
to the Warrant Agency Agreement, dated as of April 3, 2019, by and between the Company and Corporate Stock Transfer, Inc. (the
“Warrant Agent”) (the “Warrant Agency Agreement”) in connection with the exchange offer to
holders of warrants of Helomics Holding Corporation.


 


This
Warrant shall be issuable in book entry form (the “Book-Entry Warrant Certificate”) and shall initially be represented
by one or more Book-Entry Warrant Certificates deposited with the Warrant Agent and registered in the name of the Holder, or as
otherwise directed by the Warrant Agent. Ownership of beneficial interests in this Warrant shall be shown on, and the transfer
of such ownership shall be effected through, records maintained by the Warrant Agent (the “Warrant Register”).
The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise
hereof or any distribution to the Holder, and for all other purposes, absent actual written notice to the contrary.


 


For
purposes of this Warrant, the term “Exercise Price” per share shall mean $0.8451, subject to adjustment
as provided herein (including but not limited to cashless exercise), and the term “Exercise Period” shall
mean the period commencing on the Issuance Date and ending on 5:00 p.m. Eastern Time on the five-year anniversary thereof.


 


1.                  
EXERCISE OF WARRANT.


 


(a)                
Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant
may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form
attached hereto as Exhibit A (the “Exercise Notice”) to the Company or the Warrant Agent, of
the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order
to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant
Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in
an amount equal to the applicable number of Warrant Shares purchased. On or before the first Trading Day following the date
on which the Company has received an Exercise Notice, the Company shall transmit by e-mail or facsimile an acknowledgment of confirmation
of receipt of such Exercise Notice, in the form attached hereto as Exhibit B, to the Warrant Agent. On or before the
third Trading Day (the “Warrant Share Delivery Date”) following the date on which the Company shall have received
the Exercise Notice, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price
multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate
Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash
or by wire transfer of immediately available funds (or by cashless exercise if permitted under the terms of this Warrant, in which
case there shall be no Aggregate Exercise Price provided), the Company shall (or direct its transfer agent to) issue and dispatch
by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share
register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant
to such exercise. Upon delivery of the Exercise Delivery Documents, 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
of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise 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 the Company shall as soon as practicable and in no event later than three business days after any
exercise and at its own expense, issue a new Warrant (in accordance with Section 6) 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.


 


________________________



1 Exercise
price was amended on September 14, 2020.






    	 	1	 



     


    

If
the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective
Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion.


 


If,
at any time during the Exercise Period, there is no effective registration statement of the Company covering either (1) the issuance
of the Warrant Shares upon exercise of the Warrant, or (2) the Holder’s immediate resale of the Warrant Shares without
any limitations, then the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise,
equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by
surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed
using the following formula:


 


X = Y (A-B)


A


 


	Where	X =	the number of shares to be issued to Holder.
	 	 	 
	 	Y =	the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).
	 	 	 
	 	A =	the Market Price (at the date of such calculation).
	 	 	 
	 	B =	Exercise Price (as adjusted to the date of such calculation).


 


(b)               
No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence
of any adjustment pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated
for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the
exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay
to the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current
fair market value of a Warrant Share by such fraction.


 


(c)                
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder
shall not have the right to exercise any portion of this Warrant, to the extent that after giving effect to issuance of Warrant
Shares upon exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s affiliates,
and any other persons acting as a group together with the Holder or any of the Holder’s affiliates), would beneficially own
in excess of the Beneficial Ownership Limitation, as defined below. For purposes of the foregoing sentence, the number of shares
of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable
upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of
Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficially owned
by the Holder or any of its affiliates and (ii) exercise or conversion of the unexercised or non-converted portion of any other
securities of the Company (including without limitation any other Common Stock Equivalents) subject to a limitation on conversion
or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set
forth in the preceding sentence, for purposes of this paragraph (d), beneficial ownership shall be calculated in accordance with
Section 13(d) of the Exchange Act of 1934, as amended (the “Exchange Act”), it being acknowledged by the Holder
that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act
and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation
contained in this paragraph applies, the determination of whether this Warrant is exercisable (in relation to other securities
owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion
of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this
Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion
of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation
to verify or confirm the accuracy of such determination.






    	 	2	 



     


    

For
purposes of this paragraph, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of
outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the
Securities Exchange Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written
notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the request of
a Holder, the Company shall within two Trading Days confirm to the Holder the number of shares of Common Stock then outstanding.
In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise
of securities of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of
outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the
number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable
upon exercise of this Warrant. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant.


 


2.                  
ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:


 


(a)                
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock
dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent
securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued
by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares,
(iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or
(iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the
Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding
treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of
Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be
proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant
to this Section 2(a) shall become effective immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification.


 


(b)               
Distribution of Assets. If the Company shall declare or make any dividend or other distribution of its assets
(or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without
limitation any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement or other similar transaction) (a “Distribution”), at any time after the issuance of
this Warrant, then, in each such case:


 


(i)                 
any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of
holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business
on such record date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be
the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value
of the Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock,
and (ii) the denominator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately
preceding such record date; and


 


(ii)               
the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable
immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock
entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause
(i); provided, however, that in the event that the Distribution is of shares of common stock of a company (other than the Company)
whose common stock is traded on a national securities exchange or a national automated quotation system (“Other Shares
of Common Stock”), then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of
an increase in the number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant
shall be exercisable into the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant
to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise
price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution
pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance with the
first part of this clause (ii).






    	 	3	 



     


    

3.                  
FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger
of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor
Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions,
(iii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company)
is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other
securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects
any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common
Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant,
the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any
additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which
this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for
the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately
adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share
of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration
in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of
Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the
Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following
such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental
Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s
right to exercise such warrant into Alternate Consideration.


 


4.                  
NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation,
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, (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 non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding,
have authorized and reserved, free from preemptive rights, three times the number of shares of Common Stock issuable under the
Warrant to provide for the exercise of the rights represented by this Warrant (without regard to any limitations on exercise).


 


5.                  
WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in
and of itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition,
nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon
exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company.


 


6.                  
REISSUANCE.


 


(a)                
Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will,
on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include
the surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.






    	 	4	 



     


    

(b)               
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of
this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face
of such new Warrant which is the same as the Issuance Date.


 


7.                  
TRANSFER.


 


(a)                
Notice of Transfer. The Holder agrees to give written notice to the Company before transferring this Warrant
or transferring any Warrant Shares of such Holder’s intention to do so, describing briefly the manner of any proposed transfer.
Promptly upon receiving such written notice, the Company shall present copies thereof to the Company’s counsel. If the proposed
transfer may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly
as practicable, shall notify the Holder thereof, whereupon the Holder shall be entitled to transfer this Warrant or to dispose
of Warrant Shares received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered
by the Holder to the Company; provided, however, that an appropriate legend may be endorsed on this Warrant or the certificates
for such Warrant Shares respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory
to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state
securities laws; and provided further that the prospective transferee or purchaser shall execute the Assignment of Warrant attached
hereto as Exhibit B and such other documents and make such representations, warranties, and agreements as may
be required solely to comply with the exemptions relied upon by the Company for the transfer or disposition of the Warrant or Warrant
Shares.


 


(b)               
If the proposed transfer or disposition of this Warrant or such Warrant Shares described in the written notice given
pursuant to this Section 7 may not be effected without registration or qualification of this Warrant or such Warrant Shares,
the Holder will limit its activities in respect to such transfer or disposition as are permitted by law.


 


8.                  
NOTICES.


 


(a)                
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall
be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, telegram, or e-mail as a PDF, addressed as set forth below or to such other address as such
party shall have specified most recently by written notice given in accordance herewith. Any notice or other communication required
or permitted to be given hereunder shall be deemed effective (A) upon hand delivery or delivery by e-mail at the address designated
below (if delivered on a business day during normal business hours where such notice is to be received), or the first business
day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be
received) or (B) on the second business day following the date of mailing by express courier service or on the fifth business day
after deposited in the mail, in each case, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever
shall first occur.


 


If
to the Company, to:


 


PRECISION
THERAPEUTICS INC.


2915
Commers Drive, Suite 900


Eagan,
Minnesota 55121


Attention:
Bob Myers, CFO


E-mail:
bmyers@skylinemedical.com


Phone:
651.389.4800






    	 	5	 



     


    

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


 


Maslon
LLP


3300
Wells Fargo Center, 90 S. Seventh Street


Minneapolis,
MN 55402


Attention:
Martin R. Rosenbaum


E-mail:
martin.rosenbaum@maslon.com


 


If
to the Warrant Agent, to:


 


Corporate
Stock Transfer, Inc.


3200
Cherry Creek Drive South, Suite 430


Denver,
Colorado 80209


Attention:
Operations Department


 


If
to the Holder, to the address set forth on the signature page of this Warrant, or such address as is later provided by Holder in
a written notice to the Company as provided above in this Section 8(a).


 


(b)               
The Company shall provide the Holder with prompt written notice (i) immediately upon any adjustment of the Exercise
Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least 20 days prior to the date on which
the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock,
(B) with respect to any grants, issuances or sales of any stock or other securities directly or indirectly convertible into or
exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of shares of Common Stock or
(C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case
that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.


 


9.                  
AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular
instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.


 


10.               
GOVERNING LAW. This Warrant shall be governed by and interpreted in accordance with the laws of the State
of Delaware without regard to the principles of conflicts of law.


 


11.               
ARBITRATION. Any disputes, claims, or controversies arising out of or relating to this Warrant, or the transactions,
contemplated thereby, or the breach, termination, enforcement, interpretation or validity thereof, including the determination
of the scope or applicability of this Warrant to arbitrate, shall be referred to and resolved solely and exclusively by binding
arbitration to be conducted before the Judicial Arbitration and Mediation Service (“JAMS”), or its successor
pursuant the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures (the “Rules”),
including Rules 16.1 and 16.2 of those Rules. The arbitration shall be held in New York, New York, before a tribunal consisting
of three (3) arbitrators each of whom will be selected in accordance with the “strike and rank” methodology set forth
in Rule 15. Either party to this Warrant may, without waiving any remedy under this Warrant, seek from any federal or state court
sitting in the State of Florida any interim or provisional relief that is necessary to protect the rights or property of that party,
pending the establishment of the arbitral tribunal. The costs and expenses of such arbitration shall be paid by and be the sole
responsibility of the Company, including but not limited to the Holder’s attorneys’ fees and each arbitrator’s
fees. The arbitrators’ decision must set forth a reasoned basis for any award of damages or finding of liability. The arbitrators’
decision and award will be made and delivered as soon as reasonably possible and in any case within sixty (60) days’ following
the conclusion of the arbitration hearing and shall be final and binding on the parties and may be entered by any court having
jurisdiction thereof.


 


12.               
JURY TRIAL WAIVER. THE COMPANY AND THE HOLDER HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION
WITH THIS WARRANT.


 


13.               
ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the
terms and conditions contained herein.






    	 	6	 



     


    

14.               
CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)                
“Nasdaq” means www.Nasdaq.com.


 


(b)               
“Closing Sale Price” means, for any security as of any date, (i) the last closing trade price
for such security on the Principal Market, as reported by Nasdaq, or, if the Principal Market begins to operate on an extended
hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New
York time, as reported by Nasdaq, or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter
market for such security as reported by Nasdaq, or (iii) if no last trade price is reported for such security by Nasdaq, the average
of the bid and ask prices of any market makers for such security as reported by the OTC Markets. If the Closing Sale Price cannot
be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such
date shall be the fair market value as mutually determined by the Company and the Holder. 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)                
“Common Stock” means the Company’s common stock, par value $0.01 per share, and any other
class of securities into which such securities may hereafter be reclassified or changed.


 


(d)               
“Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof
to acquire at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other
instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to
receive, Common Stock.


 


(e)                
“Principal Market” means the primary national securities exchange or marketplace on which the
Common Stock is then traded.


 


(f)                 
“Market Price” means the highest traded price of the Common Stock during the thirty (30) Trading
Days prior to the date of the respective Exercise Notice.


 


(g)               
“Trading Day” means (i) any day on which the Common Stock is listed or quoted and traded on its
Principal Market, (ii) if the Common Stock is not then listed or quoted and traded on any national securities exchange, then a
day on which trading occurs on any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets,
any business day.


 


* * * * * * *


 






    	 	7	 



     


    

IN WITNESS WHEREOF,
the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.


 


	 	PRECISION THERAPEUTICS INC.
	 	 
	 	 
	 	By:	 
	 	Name:	 Bob Myers
	 	Title:	 Chief Financial Officer




 


 


 


 


 


 


 


 


 


 


 


 






     


     


    

EXHIBIT A 


 


 


 


EXHIBIT A


 


EXERCISE NOTICE


 


(To be executed
by the registered holder to exercise this Common Stock Purchase Warrant)


 


The
Undersigned holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant
Shares”) of Precision Therapeutics Inc., a Delaware corporation (the “Company”), evidenced by the attached copy
of the Common Stock Purchase Warrant (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 Holder intends that payment of the Exercise Price shall be made as (check one):


 


	 	☐	a cash exercise with respect to _________________ Warrant Shares; or
	 	☐	by cashless exercise if permitted pursuant to the Warrant.


 


	 	2.	Payment of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable 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 cause the Warrant Agent to deliver to the holder, or its designee or agent as specified below, __________________ Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, to the following address:


 


 


 


 


 


 


 


 


 



    	 	Exhibit A-1	 



     


    




EXHIBIT A 


 


	 	 	 	 	 
	Date:                 ,	 	 
	 	 	 
	 	 	 
	Name of Registered Holder
	 	 	 	 
	By:	 	 	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 
	 	 	Account Number:	 	 
	 	 	(if electronic book entry transfer)
	 	 	 	 
	 	 	Transaction Code Number:	 	 
	 	 	(if electronic book entry transfer)


 


 


 


 



    	 	Exhibit A-1	 



     


    




EXHIBIT A 


 


ACKNOWLEDGMENT 


 


The Company hereby acknowledges this Exercise Notice and hereby
directs Corporate Stock Transfer, Inc. to issue the above indicated number of shares of Common Stock.


 


	 	 	 
	 	PRECISION THERAPEUTICS INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


 


 


 


 


 


 






    	 	Exhibit A-1	 



     


    

EXHIBIT B


 


 


EXHIBIT B


 


ASSIGNMENT OF
WARRANT


 


(To be signed only
upon authorized transfer of the Warrant)


 


For
Value Received , the undersigned hereby sells, assigns, and transfers unto ____________________ the right to purchase
_______________ shares of common stock of Precision Therapeutics Inc., to which the within Common Stock Purchase Warrant relates
and appoints ____________________, as attorney-in-fact, to transfer said right on the books of Precision Therapeutics Inc. with
full power of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound
in all respects by the terms and conditions of the within Warrant.


 


 


Date: 


 


 


____________________________________


(Signature) *


 


____________________________________


(Name)


 


____________________________________


(Address)


 


____________________________________


(Social Security
or Tax Identification No.)


 


* The signature
on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every
particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust
or other entity, please indicate your position(s) and title(s) with such entity.


 


 


 


 


 












 


 


 


Exhibit B-1