Exhibit 4.3


 





THIS WARRANT AND THE UNDERLYING
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE
ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


Incysus Therapeutics, Inc.


 


WARRANT TO PURCHASE SERIES
A PREFERRED STOCK


 


	Warrant Series: 2018-A	No. PAW-[__]	May 7, 2018
	 	Void After May 7, 2023	 



 


This
Certifies That, for value received, [___________________________], with its principal office at [__________________________],
or assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below)
from Incysus Therapeutics, Inc., a Delaware corporation, with its principal
office at 79 Madison Avenue, 2nd Floor, New York, NY 10016 (the “Company”) up to [____________________
(_____)] shares of the Series A Preferred Stock of the Company (the “Preferred Stock”).


 


Immediately prior to
the closing of the Company’s initial public offering, this Warrant shall become exercisable for that number of shares of
Common Stock of the Company into which the shares of Preferred Stock issuable under this Warrant would then be convertible, so
long as such shares, if this Warrant has been exercised prior to such offering, would have been converted into shares of the Company’s
Common Stock pursuant to the automatic conversion provisions (or otherwise) of the Company’s Certificate of Incorporation.


 


This Warrant is being
issued as part of a series of warrants designated by the Warrant Series above (collectively, the “Warrants”)
and issued in a series of multiple closings to certain persons and entities (collectively, the “Holders”).
The Company shall maintain a ledger of all Holders. Unless indicated otherwise herein, the number of shares of Preferred Stock
that Holder may purchase by exercising this warrant is equal to [__].


 


1.            Definitions. As used herein, the following terms shall have
the following respective meanings:


 


(a)           “Exercise Period” shall mean the period commencing with the date hereof and ending five (5) years later,
unless sooner terminated as provided below.


 


(b)           “Exercise Price” shall mean $0.0001 per share, subject to adjustment pursuant to Section 6 below.


 


(c)           “Exercise Shares” shall mean the shares of the Company’s Preferred Stock issuable upon exercise of
this Warrant, subject to adjustment pursuant to the terms herein, including but not limited to adjustment pursuant to Section 6
below.


 






    	 	1.	 



     


    







 


(d)           “Majority Holders” means the Holders of a majority of the Exercise Shares.


 


(e)           “Purchase Agreement” means the Series A Stock Purchase Agreement between the Company, the Holders and the
other parties thereto, dated as of May 7, 2018.


 


2.            Exercise of Warrant. The rights represented by this Warrant
may be exercised in whole or in part at any time during the Exercise Period, by delivery of the following to the Company at its
address set forth above (or at such other address as it may designate by notice in writing to the Holder):


 


(a)           An executed Notice of Exercise in the form attached hereto;


 


(b)           Payment of the Exercise Price in cash or by check; and


 


(c)           This Warrant.


 


Upon the exercise of
the rights represented by this Warrant, a certificate or certificates for the Exercise Shares so purchased, registered in the name
of the Holder or persons affiliated with the Holder, if the Holder so designates, shall be issued and delivered to the Holder within
a reasonable time after the rights represented by this Warrant shall have been so exercised.


 


The person in whose
name any certificate or certificates for Exercise Shares are to be issued upon exercise of this Warrant shall be deemed to have
become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price
was made, irrespective of the date of delivery of such certificate or certificates, except that, if the date of such surrender
and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder
of such shares at the close of business on the next succeeding date on which the stock transfer books are open.


 


2.1          Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company’s
Preferred Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this
Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or
the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly
endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Preferred Stock computed
using the following formula:


 


X = Y (A-B)


A


 


	Where 	X =	the
number of shares of Preferred Stock to be issued to the Holder
	 	 	 
		Y =	the number of shares of Preferred Stock purchasable under the Warrant or, if only a portion of
the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation)



 






    	 	2.	 



     


    

 





		A =	the fair market value of one share of the Company’s Preferred Stock (at the date of such
calculation)



 


		B =	Exercise Price (as adjusted to the date of such calculation)



 


For purposes of the
above calculation, the fair market value of one share of Preferred Stock shall be determined by the Company’s Board of Directors
in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 in connection
with the Company’s initial public offering of its Common Stock, the fair market value per share shall be the product of (i)
the per share offering price to the public of the Company’s initial public offering, and (ii) the number of shares of Common
Stock into which each share of Preferred Stock is convertible at the time of such exercise.


 


3.            Covenants of the Company.


 


3.1          Covenants as to Exercise Shares. The Company covenants and agrees that all Exercise Shares that may be issued upon the
exercise of the rights represented by this Warrant will, upon issuance, be validly issued and outstanding, fully paid and nonassessable,
and free from all taxes, liens and charges with respect to the issuance thereof. The Company further covenants and agrees that
the Company will at all times during the Exercise Period, have authorized and reserved, free from preemptive rights, a sufficient
number of shares of its Preferred Stock to provide for the exercise of the rights represented by this Warrant. If at any time during
the Exercise Period the number of authorized but unissued shares of Preferred Stock shall not be sufficient to permit exercise
of this Warrant, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its
authorized but unissued shares of Preferred Stock to such number of shares as shall be sufficient for such purposes.


 


3.2          Notices of Record Date. In the event of any taking by the Company of a record of the holders of any class of securities
for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend which is
the same as cash dividends paid in previous quarters) or other distribution, the Company shall mail to the Holder, at least ten
(10) days prior to the date specified herein, a notice specifying the date on which any such record is to be taken for the purpose
of such dividend or distribution.


 


4.            Representations of the Company. The Company hereby represents
and warrants to the Holder as of the date of this Warrant as follows:


 


4.1          Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware. The Company has the requisite corporate power to own and operate its properties
and assets and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified and is
authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities
and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure
to do so would not have a material adverse effect on the Company or its business (a “Material Adverse Effect”).


 






    	 	3.	 



     


    







 


4.2          Corporate
Power. The Company has all requisite corporate power to issue this Warrant and to carry out and perform its obligations under
this Warrant. The Company’s Board of Directors (the “Board”) has approved the issuance of this
Warrant based upon a reasonable belief that the issuance of this Warrant is appropriate for the Company after reasonable inquiry
concerning the Company’s financing objectives and financial situation.


 


4.3          Authorization. All corporate action on the part of the Company, the Board and the Company’s stockholders necessary
for the issuance and delivery of this Warrant has been taken. This Warrant constitutes a valid and binding obligation of the Company
enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, the relief
of debtors and, with respect to rights to indemnity, subject to federal and state securities laws. Any securities issued upon exercise
of this Warrant, when issued in compliance with the provisions of this Warrant, will be validly issued, fully paid, nonassessable,
free of any liens or encumbrances and issued in compliance with all applicable federal and securities laws.


 


4.4          Governmental Consents. All consents, approvals, orders or authorizations of, or registrations, qualifications, designations,
declarations or filings with, any governmental authority required on the part of the Company in connection with issuance of this
Warrant has been obtained.


 


4.5          Compliance with Laws. To its knowledge, the Company is not in violation of any applicable statute, rule, regulation,
order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of
its business or the ownership of its properties, which violation of which would have a Material Adverse Effect.


 


4.6          Compliance with Other Instruments. The Company is not in violation or default of any term of its certificate of incorporation
or bylaws, or of any provision of any mortgage, indenture or contract to which it is a party and by which it is bound or of any
judgment, decree, order or writ, other than such violation(s) that would not have a Material Adverse Effect. The execution, delivery
and performance of this Warrant will not result in any such violation or be in conflict with, or constitute, with or without the
passage of time and giving of notice, either a default under any such provision, instrument, judgment, decree, order or writ or
an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation,
impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its
business or operations or any of its assets or properties. Without limiting the foregoing, the Company has obtained all waivers
reasonably necessary with respect to any preemptive rights, rights of first refusal or similar rights, including any notice or
offering periods provided for as part of any such rights, in order for the Company to consummate the transactions contemplated
hereunder without any third party obtaining any rights to cause the Company to offer or issue any securities of the Company as
a result of the consummation of the transactions contemplated hereunder.


 






    	 	4.	 



     


    

 


4.7          No
 “Bad Actor” Disqualification. The Company has exercised reasonable care to determine whether any Company
Covered Person (as defined below) is subject to any of the “bad actor” disqualifications described in Rule
506(d)(1)(i) through (viii), as modified by Rules 506(d)(2) and (d)(3), under the Act (“Disqualification
Events”). To the Company’s knowledge, no Company Covered Person is subject to a Disqualification Event.
The Company has complied, to the extent required, with any disclosure obligations under Rule 506(e) under the Act. For
purposes of this Warrant, “Company Covered Persons” are those persons specified in Rule 506(d)(1)
under the Act; provided, however, that Company Covered Persons do not include (a) the Holder, or (b) any person or entity
that is deemed to be an affiliated issuer of the Company solely as a result of the relationship between the Company and the
Holder.


 


4.8          Offering. Assuming the accuracy of the representations and warranties of the Holder contained in Section 5 below, the
offer, issue and sale of this Warrant and the Exchange Shares are and will be exempt from the registration and prospectus delivery
requirements of the Act, and have been registered or qualified (or are exempt from registration and qualification) under the registration,
permit or qualification requirements of all applicable state securities laws.


 


4.9          Use of Proceeds. The Company shall use the proceeds of this Warrant solely for the operations of its business, and not
for any personal, family or household purpose.


 


5.           Representations of Holder.


 


5.1          Acquisition of Warrant for Personal Account. The Holder represents and warrants that it is acquiring the Warrant and
the Exercise Shares solely for its account for investment and not with a view to or for sale or distribution of said Warrant or
Exercise Shares or any part thereof. The Holder also represents that the entire legal and beneficial interests of the Warrant and
Exercise Shares the Holder is acquiring is being acquired for, and will be held for, its account only.


 


5.2          Information and Sophistication. Without lessening or obviating the representations and warranties of the Company set
forth in Section 4 above, the Holder hereby: (A) acknowledges that the Holder has received all the information the Holder has requested
from the Company and the Holder considers necessary or appropriate for deciding whether to acquire the Warrant and the Exercise
Shares, (B) represents that the Holder has had an opportunity to ask questions and receive answers from the Company regarding the
terms and conditions of the offering of the Warrant and the Exercise Shares and to obtain any additional information necessary
to verify the accuracy of the information given the Holder and (C) further represents that the Holder has such knowledge and experience
in financial and business matters that the Holder is capable of evaluating the merits and risk of this investment.


 


5.3          Ability to Bear Economic Risk. The Holder acknowledges that investment in the Warrant and the Exercise Shares involves
a high degree of risk, and represents that the Holder is able, without materially impairing the Holder’s financial condition,
to hold the Warrant and the Exercise Shares for an indefinite period of time and to suffer a complete loss of the Holder’s
investment.


 


5.4          Securities Are Not Registered.


 


(a)            The
Holder understands that the Warrant and the Exercise Shares have not been registered under the Act on the basis that no
distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the
exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the
securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise),
granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.


 






    	 	5.	 



     


    

 


(b)          The Holder recognizes that the Warrant and the Exercise Shares must be held indefinitely unless they are subsequently
registered under the Act or an exemption from such registration is available. The Holder recognizes that the Company has no obligation
to register the Warrant or the Exercise Shares of the Company, or to comply with any exemption from such registration.


 


(c)          The Holder is aware that neither the Warrant nor the Exercise Shares may be sold pursuant to Rule 144 adopted under
the Act unless certain conditions are met, including, among other things, the existence of a public market for the shares, the
availability of certain current public information about the Company, the resale following the required holding period under Rule
144 and the number of shares being sold during any three month period not exceeding specified limitations. Holder is aware that
the conditions for resale set forth in Rule 144 have not been satisfied and that the Company presently has no plans to satisfy
these conditions in the foreseeable future.


 


5.5         Disposition of Warrant and Exercise Shares.


 


(a)          The Holder further agrees not to make any disposition of all or any part of the Warrant or Exercise Shares in any event
unless and until:


 


(i)              The Company shall have received a letter secured by the Holder from the Securities and Exchange Commission stating that
no action will be recommended to the Commission with respect to the proposed disposition;


 


(ii)             There is then in effect a registration statement under the Act covering such proposed disposition and such disposition
is made in accordance with said registration statement; or


 


(iii)           The Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall
have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, for the Holder to the effect that
such disposition will not require registration of such Warrant or Exercise Shares under the Act or any applicable state securities
laws.


 


(b)         The Holder understands and agrees that all certificates evidencing the shares to be issued to the Holder may bear the
following legend:


 


THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES
UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 






    	 	6.	 



     


    

 


5.6          Accredited Investor Status. The Holder is an “accredited investor” as such term is defined in Rule 501 under
the Act.


 


5.7          No “Bad Actor” Disqualification. The Holder represents and warrants that neither (A) the Holder nor (B)
any entity that controls the Holder or is under the control of, or under common control with, the Holder, is subject to any Disqualification
Event, except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Act and disclosed in writing
in reasonable detail to the Company. The Holder represents that the Holder has exercised reasonable care to determine the accuracy
of the representation made by the Holder in this paragraph, and agrees to notify the Company if the Holder becomes aware of any
fact that makes the representation given by the Holder hereunder inaccurate.


 


5.8          Foreign Investors. If the Holder is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue
Code of 1986, as amended (the “Code”)), the Holder hereby represents that he, she or it has satisfied
itself as to the full observance of the laws of the Holder’s jurisdiction in connection with any invitation to subscribe
for the Securities or any use of this Warrant, including (A) the legal requirements within the Holder’s jurisdiction for
the purchase of the Warrant and the Exercise Shares, (B) any foreign exchange restrictions applicable to such purchase, (C) any
governmental or other consents that may need to be obtained, and (D) the income tax and other tax consequences, if any, that may
be relevant to the purchase, holding, redemption, sale or transfer of the Warrant and the Exercise Shares. The Holder’s subscription,
payment for and continued beneficial ownership of the Warrant and the Exercise Shares will not violate any applicable securities
or other laws of the Holder’s jurisdiction.


 


5.9          Forward-Looking Statements. With respect to any forecasts, projections of results and other forward-looking statements
and information provided to the Holder, the Holder acknowledges that such statements were prepared based upon assumptions deemed
reasonable by the Company at the time of preparation. There is no assurance that such statements will prove accurate, and the Company
has no obligation to update such statements.


 


6.            Adjustment
of Exercise Price. In the event of changes in the outstanding Preferred Stock of the Company by reason of stock
dividends, split-ups, recapitalizations, reclassifications, combinations or exchanges of shares, separations,
reorganizations, liquidations, or the like, the number and class of shares available under the Warrant in the aggregate and
the Exercise Price shall be correspondingly adjusted to give the Holder of the Warrant, on exercise for the same aggregate
Exercise Price, the total number, class, and kind of shares as the Holder would have owned had the Warrant been exercised
prior to the event and had the Holder continued to hold such shares until after the event requiring adjustment; provided,
however, that (i) such adjustment shall not be made with respect to, and this Warrant shall terminate if not exercised prior
to, the events set forth in Section 8 below and (ii) no adjustment shall be made that reduces the Exercise Price to less
than the par value per share of the Preferred Stock. The form of this Warrant need not be changed because of any adjustment
in the number of Exercise Shares subject to this Warrant.


 






    	 	7.	 



     


    

 


7.             Fractional Shares. No fractional shares shall be issued
upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Exercise 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 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 an Exercise Share by such fraction.


 


8.             Early Termination. In the event of, at any time during the
Exercise Period, an initial public offering of securities of the Company registered under the Act, or any capital reorganization,
or any reclassification of the capital stock of the Company (other than a change in par value or from par value to no par value
or no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares), or the consolidation
or merger of the Company with or into another corporation (other than a merger solely to effect a reincorporation of the Company
into another state), or the sale or other disposition of all or substantially all the properties and assets of the Company in its
entirety to any other person, the Company shall provide to the Holder five (5) days advance written notice of such public offering,
reorganization, reclassification, consolidation, merger or sale or other disposition of the Company’s assets, and this Warrant
shall automatically be deemed exercised in accordance with the provisions of Section 2.1 hereof unless exercised by Holder prior
to the date such public offering is closed or the occurrence of such reorganization, reclassification, consolidation, merger or
sale or other disposition of the Company’s assets.


 


9.             Market
Stand-Off Agreement. Holder hereby agrees that Holder shall not sell, dispose of, transfer, make any short sale
of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a
sale, any shares of Common Stock (or other securities) of the Company held by Holder (other than those included in the
registration) during the 180-day period following the effective date of the initial public offering ; provided, that all
officers and directors of the Company are bound by and have entered into similar agreements. Holder further agrees to execute
and deliver such other agreements as may be reasonably requested by the Company or the managing underwriters that are
consistent with the foregoing or that are necessary to give further effect thereto. In addition, if requested by the Company
or the representative of the underwriters of Common Stock (or other securities) of the Company, Holder shall provide, within
ten (10) days of such request, such information as may be required by the Company or such representative in connection with
the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the
Securities Act. The obligations described in this Section 9 shall not apply to a registration relating solely to employee
benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating
solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. In order to enforce the foregoing
covenant, the Company may impose stop-transfer instructions with respect to such Common Stock (or other securities) until the
end of such period. Holder agrees that any transferee of the Warrant (or other securities) of the Company held by Holder
shall be bound by this Section 9. The underwriters of the Company’s stock are intended third party beneficiaries of
this Section 9 and shall have the right, power and authority to enforce the provisions hereof as though they were a party
hereto.


 






    	 	8.	 



     


    

 


10.           No Stockholder Rights. This Warrant in and of itself shall
not entitle the Holder to any voting rights or other rights as a stockholder of the Company.


 


11.           Transfer of Warrant. This Warrant and all rights hereunder
are transferable, by the Holder in person or by duly authorized attorney, upon prior written consent of the Company (which may
be withheld for any reason) and delivery of this Warrant and the form of assignment attached hereto to any transferee designated
by Holder. The transferee shall (i) sign an investment letter in form and substance satisfactory to the Company and (ii) become
a party to the Investors’ Rights Agreement, the Voting Agreement and the Right of First Refusal and Co-Sale Agreement (each
as defined in the Purchase Agreement) as an “Investor” thereunder.


 


12.           Lost, Stolen, Mutilated or Destroyed Warrant. If this Warrant
is lost, stolen, mutilated or destroyed, the Company may, 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 the Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute an original contractual obligation
of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.


 


13.           Notices, etc. All notices required or permitted hereunder
shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when
sent by confirmed telex or facsimile if sent during normal business hours of the recipient, if not, then on the next business day,
(c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one
(1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of
receipt. All communications shall be sent to the Company at the address listed on the signature page and to Holder at [___________________]
or at such other address as the Company or Holder may designate by ten (10) days advance written notice to the other parties hereto.


 


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


 


15.           Amendment and Waiver. Any term of this Warrant may be amended
or waived with the written consent of the Company and the Holder. In addition, any term of this Warrant may be amended or waived
with the written consent of the Company and the Majority Holders. Upon the effectuation of such waiver or amendment with the consent
of the Majority Holders in conformance with this paragraph, such amendment or waiver shall be effective as to, and binding against
the holders of, all of the Warrants, and the Company shall promptly give written notice thereof to the Holder if the Holder has
not previously consented to such amendment or waiver in writing; provided that the failure to give such notice shall not affect
the validity of such amendment or waiver.


 






    	 	9.	 



     


    







 


16.           Waiver
of Conflicts. Each party to this Warrant acknowledges that Cooley LLP
(“Cooley”), outside general counsel to the Company, has in the past performed and is or may now or in
the future represent the Holder or the Holder’s affiliates in matters unrelated to the transactions contemplated by this
Warrant (the “Transactions”), including representation of the Holder or the Holder’s affiliates
in matters of a similar nature to the Transactions. The applicable rules of professional conduct require that Cooley inform the
parties hereunder of this representation and obtain their consent. Cooley has served as outside general counsel to the Company
and has negotiated the terms of the Transactions solely on behalf of the Company. The Company and the Holder hereby (i) acknowledge
that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure
of the reasonably foreseeable adverse consequences of such representation; (ii) acknowledge that with respect to the Transactions,
Cooley has represented solely the Company, and not any Holder or any stockholder, Board member or employee of the Company or director,
stockholder or employee of the Holder; and (iii) gives the Holder’s informed consent to Cooley’s representation
of the Company in the Transaction.


 


17.           Governing Law. This Warrant and all rights, obligations
and liabilities hereunder shall be governed by the laws of the State of Delaware.


 






    	 	10.	 



     


    







 


In
Witness Whereof, the Company has caused this Warrant to be executed by its duly authorized officer as of May 7, 2018.


 


	 	Incysus Therapeutics, Inc.
	 	 	 
	 	By:	 
	 	Name:	William Ho
	 	Title:	Chief Executive Officer



 


	 	Address:	 



 






    	 	 	 



     


    

 


NOTICE OF EXERCISE


 


TO:
Incysus Therapeutics, Inc.


 


(1)           ̈            The
undersigned hereby elects to purchase ________ shares of the Series A Preferred Stock of Incysus Therapeutics, Inc. (the
 “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.


 


(2)           Please
issue a certificate or certificates representing said shares of Series A Preferred Stock in the name of the undersigned or in such
other name as is specified below:


 


________________________


(Name)


 


________________________


________________________


(Address)


 


(3)           The
undersigned represents that (i) the aforesaid shares of Series A Preferred Stock are being acquired for the account of the undersigned
for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has
no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs
and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision
regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge
and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment
and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Series A Preferred Stock
issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends
upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have
not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities
Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Series A Preferred
Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned
has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability
of current information to the public about the Company and the Company has not made such information available and has no present
plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Series
A Preferred Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed
disposition and such disposition is made in accordance with said registration statement, or the undersigned has provided the Company
with an opinion of counsel satisfactory to the Company, stating that such registration is not required.


 






    	 	 	 



     


    







 





	 	 	 
	(Date)	 	(Signature)
	 	 	 
	 	 	 
	 	 	(Print name)



 






    	 	 	 



     


    

 





ASSIGNMENT FORM


 


(To assign the foregoing Warrant, execute
this form and supply required information. Do not use this form to purchase shares.)


 


For
Value Received, the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 





	Name:	 
	 	(Please Print)
	 	 
	Address: 	 
	 	(Please Print)



 


Dated: __________, 20__


 





	Holder’s	 	 
	Signature: 	 	 
	 	 	 
	Holder’s	 	 
	Address: 	 	 



 


NOTE: The signature to this Assignment
Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatever.
Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority
to assign the foregoing Warrant.