Exhibit 4.2


 


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


 


UNIT PURCHASE OPTION



FOR THE PURCHASE OF UNITS



OF PRECISION THERAPEUTICS, INC.


 


1.                 
Unit Purchase Option.


 


THIS CERTIFIES THAT, in consideration of [$•]1
duly paid by or on behalf of [•] (“Holder”), as registered owner of this Unit Purchase Option,
to Precision Therapeutics, Inc. (the “Company”), Holder is entitled, at any time or from time to time commencing
on the 180th day after the commencement of sales in the public offering (the “Effective Date”) being
conducted pursuant to the registration statement (the “Registration Statement”) pursuant to which certain units
of securities are offered for sale to the public (the “Offering”) (the “Commencement Date”),
and at or before 5:00 p.m., Eastern Time, on the fifth anniversary of the Effective Date (the “Expiration Date”),
but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [•] units (the “Units”)
of the Company, each Unit consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common
Stock” or “Shares”), and warrants to purchase 0.5 share of Common Stock (the “Warrant(s)”).
The Warrants are the same as the warrants included in the units of securities being sold in the Offering (the “Public
Warrants”) under the Securities Act of 1933, as amended (the “Act”). If the Expiration Date is a
day on which banking institutions are authorized by law to close, then this Unit Purchase Option may be exercised on the next
succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the
Company agrees not to take any action that would terminate the Unit Purchase Option. This Unit Purchase Option is initially exercisable
at $1.00 per Unit (or 125% of the public offering price of the unit of securities being sold in the Offering) so purchased; provided,
however, that upon the occurrence of any of the events specified in Section 5 hereof, the rights granted by this Unit Purchase
Option, including the exercise price per Unit and the number of Units to be received upon such exercise, shall be adjusted as
therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise
price, depending on the context.


 


______________________


 


1 Aggregate
consideration paid for all unit purchase options is $100.00.


 









     


     


    

 


2.                 
Exercise.


 


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


 


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


 


“The securities represented by this certificate
have not been registered under the Securities Act of 1933, as amended (the “Act”) or applicable state law. The
securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under
the Act, or pursuant to an exemption from registration under the Act and applicable state law.”


 


(c)              
Cashless Exercise.


 


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


 


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


 


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


 


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


 






    2


     


    

 


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


 


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


 


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


 






    3


     


    

 


3.                 
Transfer.


 


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


 


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


 






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4.                 
New Unit Purchase Options to be Issued.


 


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


 


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


 


 


5.                 
Adjustments.


 


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


 


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


 


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


 






    5


     


    

 


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


 


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


 


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


 






    6


     


    

 


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


 


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


 


7.                 
Certain Notice Requirements.


 


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


 


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


 






    7


     


    

 


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


 


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


 


Precision Therapeutics, Inc.


2915 Commers Drive,


Suite 900


Eagan, MN 55121


Attn: Chief Executive Officer


 


8.                 
Registration Rights.


 


(a)              
Covenant to Register the Shares.


 


(i)                
If requested in writing by the Holder, the Company agrees to register for resale the Shares underlying the Units (including
the Shares underlying the Warrants included in the Units) (collectively, the “Registrable Securities”); provided, however,
that Registrable Securities shall not include any Shares, the offer and sale of which have previously been registered or which
have been sold to the public either pursuant to a registration statement or Rule 144, or which are eligible for resale pursuant
to Rule 144 of the Act without volume or manner-of-sale restriction pursuant to Rule 144 of the Act and without the requirement
for the Company to be in compliance with the current public information requirements under Rule 144(c)(1) of the Act. The Holder
may only make one demand request pursuant to this Section 8(a). The Company will use commercially reasonable efforts to file a
short-form registration statement on Form S-3 (the “Form S-3”) with the Commission covering the resale of the
Registrable Securities pursuant to Rule 415(a)(1)(i) within thirty (30) days after the Company is eligible to use such Form S-3.
The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to this Section.
The Company agrees to use its commercially reasonable efforts to cause the Form S-3 filing required herein to become effective
promptly. Notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 8 shall terminate on
the fifth anniversary of the effective date of the Registration Statement pursuant to which the Offering is being made.


 






    8


     


    

 


(b)              
General Terms.


 


(i)                
Indemnification. The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any
registration statement hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of the Act
or Section 20 (a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim,
damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating,
preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or
otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant
to which the Company has agreed to indemnify Dawson James Securities, Inc. (“Dawson”) contained in the Placement
Agency Agreement between Dawson and the Company entered into in connection with the Offering (“Placement Agreement”).
The Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their successors and assigns,
shall severally, and not jointly, indemnify the Company, its directors, its officers who signed the registration statement and
persons who control the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against
all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred
in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange
Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, in writing,
for specific inclusion in such registration statement to the same extent and with the same effect as the provisions contained in
the Placement Agreement pursuant to which Dawson has agreed to indemnify the Company.


 


(ii)             
Exercise of Unit Purchase Option. Nothing contained in this Unit Purchase Option shall be construed as requiring
the Holder(s) to exercise their Unit Purchase Option prior to or after the initial filing of any registration statement or the
effectiveness thereof.


 


(iii)           
Documents Delivered to Holders. The Company shall deliver promptly to each Holder participating in the offering requesting
the correspondence and memoranda described below and to the managing underwriter, if any, copies of all correspondence between
the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff
with respect to the registration statement and permit each Holder and underwriter to do such investigation, upon reasonable advance
notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to
comply with applicable securities laws or rules of FINRA. Such investigation shall include access to books, records and properties
and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent
and at such reasonable times, during normal business hours, as any such Holder shall reasonably request.


 


(iv)            
Underwriting Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s),
if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 8, which managing underwriter
shall be reasonably satisfactory to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company,
each Holder and such managing underwriters, and shall contain such representations, warranties and covenants by the Company and
such other terms as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be
parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities. Such Holders shall not
be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may
relate to such Holders, their Shares and their intended methods of distribution.


 






    9


     


    

 


(v)              
Documents to be Delivered by Holder(s). Each of the Holder(s) participating in any of the foregoing offerings shall
furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought
of selling security holders.


 


(vi)            
Damages. Should the registration or the effectiveness thereof required by Section 8 hereof be delayed by the Company
or the Company otherwise fails to comply with such provisions, the Holder(s) shall, in addition to any other legal or other relief
available to the Holder(s), be entitled to obtain specific performance or other equitable (including injunctive) relief against
the threatened breach of such provisions or the continuation of any such breach, without the necessity of proving actual damages
and without the necessity of posting bond or other security.


 


9.                 
Miscellaneous.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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    11


     


    

 


IN WITNESS WHEREOF, the Company has caused this
Unit Purchase Option to be signed by its duly authorized officer as of the 29th day of March, 2019.


 


	 	Precision Therapeutics, Inc.
	 	 	 	 
	 	By: 		 
	 	 	Name: Bob Myers	 
	 	 	Title: Chief Financial Officer



 


 


 


 


 


 


 


 






     


     


    




 


Form To Be Used To Exercise Unit Purchase Option


 


Precision Therapeutics, Inc.


2915 Commers Drive,


Suite 900


Eagan, MN 55121


Attn: Chief Executive Officer


 


 





Date:                  ,
201  


 


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


 


or


 


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


 


	 			 
	 	 	Signature	 
	 	 	 	 
	 	 	 	 
	 	 	



 





INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


	Name:	 	 
	 	(Print in Block Letters)	 
	 	 	 
	Address:	 	 
	 	 	 






 





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


 


 






     


     


    

 


Form To Be Used To Assign Unit Purchase Option



ASSIGNMENT


 


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


 


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


 


Dated:              ,
201  


 


	 			 
	 	 	Signature	 
	 	 	 	 
	 	 	 	 



 


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