exv4w1






Exhibit 4.1




THERMOGENESIS CORP.




FORM OF WARRANT TO PURCHASE COMMON STOCK


Warrant No.:                                      



Number of Shares of Common Stock:                                  



Date of Issuance: March 9, 2011 (“Issuance Date”)




     ThermoGenesis Corp., a Delaware corporation (the “Company”), hereby certifies that, for good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [INVESTOR
NAME], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject
to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined
below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any
Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the
“Warrant”), at any time or times on or after the date that is one-hundred eighty (180) days after
the date hereof (the “Exercisability Date”), but not after 11:59 p.m., New York time, on the
Expiration Date (as defined below), [• (•)]1 fully paid nonassessable shares of Common
Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized
terms in this Warrant shall have the meanings set forth in Section 15. This Warrant is the
Warrant to purchase Common Stock (this “Warrant”) issued pursuant to (i) Section 2 of that
certain Subscription Agreement (the “Subscription Agreement”), dated as of March 3, 2011 (the
“Subscription Date”), by and between the Company and the Holder (the “Subscription Agreement”) and
(ii) the Company’s Registration Statement on Form S-3 (File number 333-171563) (the “Registration
Statement”).




	1.	 	EXERCISE OF WARRANT.






	 	(a)	 	Mechanics of Exercise. Subject to the terms and conditions hereof
(including, without limitation, the limitations set forth in Section 1(g)), this
Warrant may be exercised by the Holder on any day on or after the Exercisability Date,
in whole or in part, by delivery (whether via facsimile or otherwise) of a written
notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the
Holder’s election to exercise this Warrant. Within one (1) Trading Day following an
exercise of this Warrant as aforesaid, the Holder shall deliver payment to the Company
of an amount equal to the Exercise Price in effect on the date of such exercise
multiplied by the number of Warrant Shares as to which this Warrant was so exercised
(the “Aggregate Exercise Price”) in cash or by wire transfer of immediately available
funds if the Holder did not notify the Company in such







 




			
	1	 	Insert a number of shares equal to 50% of the
number of Common Shares purchased under the Subscription Agreement.




 









 











	 	 	 	Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as
defined in Section 1(d)). The Holder shall not be required to deliver the original
of this Warrant in order to effect an exercise hereunder. Execution and delivery of
an Exercise Notice with respect to less than all of the Warrant Shares shall have
the same effect as cancellation of the original of this Warrant and issuance of a
new Warrant evidencing the right to purchase the remaining number of Warrant Shares.
Execution and delivery of an Exercise Notice for all of the then-remaining Warrant
Shares shall have the same effect as cancellation of the original of this Warrant
after delivery of the Warrant Shares in accordance with the terms hereof. On or
before the first (1st) Trading Day following the date on which the
Company has received an Exercise Notice, the Company shall transmit by facsimile an
acknowledgment of confirmation of receipt of such Exercise Notice, in the form
attached hereto as Exhibit B, to the Holder and the Company’s transfer agent (the
“Transfer Agent”). On or before the third (3rd) Trading Day following
the date on which the Company has received such Exercise Notice, the Company shall
(X) provided that the Transfer Agent is participating in The Depository Trust
Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the
Holder, credit such aggregate number of shares of Common Stock to which the Holder
is entitled pursuant to such exercise to the Holder’s or its designee’s balance
account with DTC through its Deposit/ Withdrawal at Custodian system, or (Y) if the
Transfer Agent is not participating in the DTC Fast Automated Securities Transfer
Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to
the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable
overnight courier to the address as specified in the applicable Exercise Notice, a
certificate, registered in the Company’s share register in the name of the Holder or
its designee (as indicated in the applicable Exercise Notice), for the number of
shares of Common Stock to which the Holder is entitled pursuant to such exercise.
Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate
purposes to have become the holder of record of the Warrant Shares with respect to
which this Warrant has been exercised, irrespective of the date such Warrant Shares
are credited to the Holder’s DTC account or the date of delivery of the certificates
evidencing such Warrant Shares (as the case may be). If this Warrant is submitted
in connection with any exercise pursuant to this Section 1(a) and the number of
Warrant Shares represented by this Warrant submitted for exercise is greater than
the number of Warrant Shares being acquired upon an exercise, then, at the request
of the Holder, the Company shall as soon as practicable and in no event later than
three (3) Business Days after any exercise and at its own expense, issue and deliver
to the Holder (or its designee) a new Warrant (in accordance with Section 7(d))
representing the right to purchase the number of Warrant Shares purchasable
immediately prior to such exercise under this Warrant, less the number of Warrant
Shares with respect to which this Warrant is exercised. No fractional shares of
Common Stock are to be issued upon the exercise of this Warrant, but rather the
number of shares of Common Stock to be issued shall be rounded up to the nearest
whole number. The Company shall pay any and all taxes and fees which may be payable
with respect to the issuance and delivery of




 









 






	 	 	 	Warrant Shares upon exercise of this Warrant. Notwithstanding the foregoing, except
in the case where an exercise of this Warrant is validly made pursuant to a Cashless
Exercise (as defined in Section 1(d)), the Company’s failure to deliver Warrant
Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s
receipt of the Aggregate Exercise Price shall not be deemed to be a breach of this
Warrant.






	 	(b)	 	Exercise Price. For purposes of this Warrant, “Exercise Price” means
$2.64, subject to adjustment as provided herein.
	 
	 	(c)	 	Company’s Failure to Timely Deliver Securities. If the Company shall
fail, for any reason or for no reason, to issue to the Holder within the later of (i)
three (3) Trading Days after receipt of the applicable Exercise Notice and (ii) two
(2) Trading Days after the Company’s receipt of the Aggregate Exercise Price (or valid
notice of a Cashless Exercise) (such later date, the “Share Delivery Deadline”),a
certificate for the number of shares of Common Stock to which the Holder is entitled
and register such shares of Common Stock on the Company’s share register or to credit
the Holder’s balance account with DTC for such number of shares of Common Stock to
which the Holder is entitled upon the Holder’s exercise of this Warrant (as the case
may be) (a “Delivery Failure”), and if on or after such Share Delivery Deadline the
Holder purchases (in an open market transaction or otherwise) shares of Common Stock to
deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon
such exercise that the Holder anticipated receiving from the Company, then, in addition
to all other remedies available to the Holder, the Company shall, within three (3)
Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay
cash to the Holder in an amount equal to the Holder’s total purchase price (including
brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In
Price”), at which point the Company’s obligation to deliver such certificate or credit
the Holder’s balance account with DTC for the number of shares of Common Stock to which
the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) (and
to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its
obligation to deliver to the Holder a certificate or certificates representing such
shares of Common Stock or credit the Holder’s balance account with DTC for the number
of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise
hereunder (as the case may be) and pay cash to the Holder in an amount equal to the
excess (if any) of the Buy-In Price over the product of (A) such number of shares of
Common Stock multiplied by (B) the lowest Closing Sale Price of the Common Stock on
any Trading Day during the period commencing on the date of the applicable Exercise
Notice and ending on the date of such issuance and payment under this clause (ii).
	 
	 	(d)	 	Cashless Exercise. Notwithstanding anything contained herein to the
contrary, if a registration statement covering the Warrant Shares that are the subject
of the Exercise Notice (the “Unavailable Warrant Shares”) is not available for the
resale of such Unavailable Warrant Shares, the Holder may, in its sole discretion,




 









 






	 	 	 	exercise this Warrant in whole or in part and, in lieu of making the cash payment
otherwise contemplated to be made to the Company upon such exercise in payment of
the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net
Number” of shares of Common Stock determined according to the following formula (a
“Cashless Exercise”):





	 	 	 	 	 

	Net Number =

	 	(A x B) - (A x C)
	 	 
	 

	 	 	 	 
	 

	 	B
	 	 







	 	 	For purposes of the foregoing formula:
	 
	 	 	A = the total number of shares with respect to which this Warrant is then being exercised.
	 
	 	 	B = the Closing Sale Price of the shares of Common Stock for the Trading Day ending on the date immediately preceding the date
of the Exercise Notice.
	 
	 	 	C = the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.






	 	(e)	 	Rule 144. For purposes of Rule 144(d) promulgated under the Securities
Act, as in effect on the date hereof, it is intended that the Warrant Shares issued in
a Cashless Exercise shall be deemed to have been acquired by the Holder, and the
holding period for the Warrant Shares shall be deemed to have commenced, on the date
this Warrant was originally issued pursuant to the Subscription Agreement.
	 
	 	(f)	 	Disputes. In the case of a dispute as to the determination of the
Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall
promptly issue to the Holder the number of Warrant Shares that are not disputed.
	 
	 	(g)	 	Beneficial Ownership. The Company shall not effect the exercise of
this Warrant, and the Holder shall not have the right to exercise this Warrant, to the
extent that after giving effect to such exercise, such Person (together with such
Person’s affiliates) would beneficially own in excess of 4.99% (the “Maximum
Percentage”) of the shares of Common Stock outstanding immediately after giving effect
to such exercise. For purposes of the foregoing sentence, the aggregate number of
shares of Common Stock beneficially owned by such Person and its affiliates shall
include the number of shares of Common Stock issuable upon exercise of this Warrant
with respect to which the determination of such sentence is being made, but shall
exclude shares of Common Stock which would be issuable upon (i) exercise of the
remaining, unexercised portion of this Warrant beneficially owned by such Person and
its affiliates and (ii) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company beneficially owned by such Person and
its affiliates (including, without limitation, any convertible notes or convertible
preferred stock or warrants) subject to a limitation on conversion or exercise
analogous to the limitation contained herein. Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be calculated in
accordance with Section 13(d) of the




 









 






	 	 	 	Securities Exchange Act of 1934, as amended. For purposes of this Warrant, in
determining the number of outstanding shares of Common Stock, the Holder may rely on
the number of outstanding shares of Common Stock as reflected in (1) the Company’s
most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current
Report on Form 8-K or other public filing with the Securities and Exchange
Commission, as the case may be, (2) a more recent public announcement by the Company
or (3) any other notice by the Company or the Transfer Agent setting forth the
number of shares of Common Stock outstanding. For any reason at any time, upon the
written or oral request of the Holder, the Company shall within two Business Days
confirm orally and in writing 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 and its affiliates since the
date as of which such number of outstanding shares of Common Stock was reported. By
written notice to the Company, the Holder may from time to time increase or decrease
the Maximum Percentage to any other percentage not in excess of 9.99% specified in
such notice; provided that (i) any such increase will not be effective until the
sixty-first (61st) day after such notice is delivered to the Company, and (ii) any
such increase or decrease will apply only to the Holder. The provisions of this
paragraph shall be construed and implemented in a manner otherwise than in strict
conformity with the terms of this Section 1(q) to correct this paragraph (or
any portion hereof) which may be defective or inconsistent with the intended
beneficial ownership limitation herein contained or to make changes or supplements
necessary or desirable to properly give effect to such limitation.






	2.	 	ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and
the number of Warrant Shares shall be adjusted from time to time as follows:






	 	(a)	 	Adjustment upon Subdivision or Combination of Common Stock. If the
Company at any time on or after the Subscription Date subdivides (by any stock split,
stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) one
or more classes of its outstanding shares of Common Stock into a greater number of
shares, the Exercise Price in effect immediately prior to such subdivision will be
proportionately reduced and the number of Warrant Shares will be proportionately
increased. If the Company at any time on or after the Subscription Date combines (by
any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement
or otherwise) one or more classes of its outstanding shares of Common Stock into a
smaller number of shares, the Exercise Price in effect immediately prior to such
combination will be proportionately increased and the number of Warrant Shares will be
proportionately decreased. Any adjustment under this Section 2(a) shall become
effective at the close of business on the date the subdivision or combination becomes
effective.




 









 






	 	(b)	 	Other Events. If any event occurs of the type contemplated by the
provisions of this Section 2 but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights, phantom
stock rights or other rights with equity features), then the Company’s Board of
Directors will make an appropriate adjustment in the Exercise Price and the number of
Warrant Shares so as to protect the rights of the Holder; provided that no such
adjustment pursuant to this Section 2(b) will increase the Exercise Price or
decrease the number of Warrant Shares as otherwise determined pursuant to this
Section 2.






	3.	 	RIGHTS UPON 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, scheme of arrangement or other similar
transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each
such case, the Holder shall be entitled to participate in such Distribution to the same extent
that the Holder would have participated therein if the Holder had held the number of shares of
Common Stock acquirable upon complete exercise of this Warrant (without regard to any
limitations on exercise hereof, including without limitation, the Maximum Percentage)
immediately before the date of which a record is taken for such Distribution, or, if no such
record is taken, the date as of which the record holders of shares of Common Stock are to be
determined for the participation in such Distribution (provided, however, to
the extent that the Holder’s right to participate in any such Distribution would result in the
Holder exceeding the Maximum Percentage, then the Holder shall not be entitled to participate
in such Distribution to such extent (or in the beneficial ownership of any shares of Common
Stock as a result of such Distribution to such extent) and the portion of such Distribution
shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right
thereto would not result in the Holder exceeding the Maximum Percentage
	 
	4.	 	FUNDAMENTAL TRANSACTIONS.






	 	(a)	 	In addition to any adjustments pursuant to Section 2 above, if at any time the
Company grants, issues or sells any Options, Convertible Securities or rights to
purchase stock, warrants, securities or other property pro rata to the record holders
of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled
to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase
Rights which the Holder could have acquired if the Holder had held the number of shares
of Common Stock acquirable upon complete exercise of this Warrant (without regard to
any limitations on exercise hereof, including without limitation, the Maximum
Percentage) immediately before the date on which a record is taken for the grant,
issuance or sale of such Purchase Rights, or, if no such record is taken, the date as
of which the record holders of shares of Common Stock are to be determined for the
grant, issue or sale of such Purchase Rights (provided, however, that
to the extent that the Holder’s right to participate in any such Purchase Right would
result in the Holder exceeding the Maximum Percentage, then the Holder shall not be
entitled to participate in such




 









 






	 	 	 	Purchase Right to such extent (or beneficial ownership of such shares of Common
Stock as a result of such Purchase Right to such extent) and such Purchase Right to
such extent shall be held in abeyance for the Holder until such time, if ever, as
its right thereto would not result in the Holder exceeding the Maximum Percentage,
at which time the Holder shall be granted such right to the same extent as if there
had been no such limitation).
	 
	 	(b)	 	The Company shall not enter into or be party to a Fundamental Transaction
unless the Successor Entity assumes this Warrant in accordance with the provisions of
this Section 4(b), including agreements to deliver to each holder of Warrants
in exchange for such Warrants a security of the Successor Entity evidenced by a written
instrument substantially similar in form and substance to this Warrant, including,
without limitation, an adjusted exercise price equal to the value for the shares of
Common Stock reflected by the terms of such Fundamental Transaction, and exercisable
for a corresponding number of shares of capital stock equivalent to the shares of
Common Stock acquirable and receivable upon exercise of this Warrant (without regard to
any limitations on the exercise of this Warrant) prior to such Fundamental Transaction,
and satisfactory to the Holder. Upon the occurrence of any Fundamental Transaction,
the Successor Entity shall succeed to, and be substituted for (so that from and after
the date of such Fundamental Transaction, the provisions of this Warrant referring to
the “Company” shall refer instead to the Successor Entity), and may exercise every
right and power of the Company and shall assume all of the obligations of the Company
under this Warrant with the same effect as if such Successor Entity had been named as
the Company herein. In addition to and not in substitution for any other rights
hereunder, prior to the consummation of any Fundamental Transaction pursuant to which
holders of shares of Common Stock are entitled to receive securities or other assets
with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the
Company shall make appropriate provision to insure that the Holder will thereafter have
the right to receive upon an exercise of this Warrant at any time after the
consummation of the Fundamental Transaction but prior to the Expiration Date, in lieu
of the shares of the Common Stock (or other securities, cash, assets or other property)
purchasable upon the exercise of the Warrant prior to such Fundamental Transaction,
such shares of stock, securities, cash, assets or any other property whatsoever
(including warrants or other purchase or subscription rights) which the Holder would
have been entitled to receive upon the happening of such Fundamental Transaction had
the Warrant been exercised immediately prior to such Fundamental Transaction. 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 consideration it receives upon any exercise of this Warrant following
such Fundamental Transaction. The provisions of this Section 4 shall apply
similarly and equally to successive Fundamental Transactions and Corporate Events and
shall be applied without regard to any limitations on the exercise of this Warrant.
Notwithstanding the foregoing, in the event of a Change of Control, at the request of
the Holder delivered before the 90th day after such Fundamental Transaction, the
Company (or the Successor Entity) shall purchase




 









 






	 	 	 	this Warrant from the Holder by paying to the Holder, within five Business Days
after such request (or, if later, on the effective date of such Fundamental
Transaction), cash in an amount equal to the Black Scholes Value of the remaining
unexercised portion of this Warrant on the date of such Fundamental Transaction.






	5.	 	NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company 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 nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall,
so long as this Warrant is outstanding, take all action necessary to reserve and keep
available out of its authorized and unissued shares of Common Stock, solely for the purpose of
effecting the exercise of this Warrant, 100% of the number of shares of Common Stock issuable
upon exercise of this Warrant then outstanding (without regard to any limitations on
exercise).
	 
	6.	 	WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided
herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be
entitled to vote or receive dividends or be deemed the holder of share capital of the Company
for any purpose, nor shall anything contained in this Warrant be construed to confer upon the
Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a
stockholder of the Company or any right to vote, give or withhold consent to any corporate
action (whether any reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends or
subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares
which such Person is then entitled to receive upon the due exercise of this Warrant. 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.
	 
	7.	 	REISSUANCE OF WARRANTS.






	 	(a)	 	Transfer of Warrant. If this Warrant is to be transferred, the Holder
shall surrender this Warrant to the Company and deliver the completed and executed
Assignment Form, in the form attached hereto as Exhibit C, whereupon the
Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in
accordance with Section 7(d)), registered as the Holder may request,
representing the right to purchase the number of Warrant Shares being transferred




 









 






	 	 	 	by the Holder and, if less than the total number of Warrant Shares then underlying
this Warrant is being transferred, a new Warrant (in accordance with Section
7(d)) to the Holder representing the right to purchase the number of Warrant
Shares not being transferred.
	 
	 	(b)	 	Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of
evidence reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant, and, in the case of loss, theft or destruction, of any
indemnification undertaking by the Holder to the Company in customary form and, in the
case of mutilation, upon surrender and cancellation of this Warrant, the Company shall
execute and deliver to the Holder a new Warrant (in accordance with Section
7(d)) representing the right to purchase the Warrant Shares then underlying this
Warrant.
	 
	 	(c)	 	Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon
the surrender hereof by the Holder at the principal office of the Company, for a new
Warrant or Warrants (in accordance with Section 7(d)) representing in the
aggregate the right to purchase the number of Warrant Shares then underlying this
Warrant, and each such new Warrant will represent the right to purchase such portion of
such Warrant Shares as is designated by the Holder at the time of such surrender;
provided, however, that no Warrants for fractional shares of Common Stock shall be
given.
	 
	 	(d)	 	Issuance of New Warrants. Whenever the Company is required to issue a
new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of
like tenor with this Warrant, (ii) shall represent, as indicated on the face of such
new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or
in the case of a new Warrant being issued pursuant to Section 7(a) or
Section 7(c), the Warrant Shares designated by the Holder which, when added to
the number of shares of Common Stock underlying the other new Warrants issued in
connection with such issuance, does not exceed the number of Warrant Shares then
underlying this Warrant), (iii) shall have an issuance date, as indicated on the face
of such new Warrant which is the same as the Issuance Date, and (iv) shall have the
same rights and conditions as this Warrant.






	8.	 	NOTICES. Whenever notice is required to be given under this Warrant, unless
otherwise provided herein, such notice shall be given in accordance with Section 6 of
Annex I to the Subscription Agreement. The Company shall provide the Holder with prompt
written notice of all actions taken pursuant to this Warrant, including in reasonable detail a
description of such action and the reason therefore.
	 
	9.	 	AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this
Warrant may be amended and the Company may take any action herein prohibited, or omit to
perform any act herein required to be performed by it, only if the Company has obtained the
written consent of the Holder.






 












 






	10.	 	GOVERNING LAW. This Warrant shall be governed by and construed and enforced in
accordance with, and all questions concerning the construction, validity, interpretation and
performance of this Warrant shall be governed by, the internal laws of the State of New York,
without giving effect to any choice of law or conflict of law provision or rule (whether of
the State of New York or any other jurisdictions) that would cause the application of the laws
of any jurisdictions other than the State of New York.
	 
	11.	 	CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the
Company and the Holder and shall not be construed against any person as the drafter hereof.
The headings of this Warrant are for convenience of reference and shall not form part of, or
affect the interpretation of, this Warrant.
	 
	12.	 	DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise
Price or the arithmetic calculation of the Warrant Shares, the Company shall submit the
disputed determinations or arithmetic calculations via facsimile within 2 Business Days of
receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder.
If the Holder and the Company are unable to agree upon such determination or calculation of
the Exercise Price or the Warrant Shares within three Business Days of such disputed
determination or arithmetic calculation being submitted to the Holder, then the Company shall,
within 2 Business Days submit via facsimile (a) the disputed determination of the Exercise
Price to an independent, reputable investment bank selected by the Company and approved by the
Holder or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s
independent, outside accountant. The Company shall cause at its expense the investment bank
or the accountant, as the case may be, to perform the determinations or calculations and
notify the Company and the Holder of the results no later than ten Business Days from the time
it receives the disputed determinations or calculations. Such investment bank’s or
accountant’s determination or calculation, as the case may be, shall be binding upon all
parties absent demonstrable error.
	 
	13.	 	REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided
in this Warrant shall be cumulative and in addition to all other remedies available under this
Warrant, at law or in equity (including a decree of specific performance and/or other
injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual
damages for any failure by the Company to comply with the terms of this Warrant.
	 
	14.	 	TRANSFER. This Warrant may be offered for sale, sold, transferred or assigned
without the consent of the Company, provided, however, that notice of any sale, transfer or
assignment shall be provided to the Company, together with contact details for the purchaser,
transferee or assignee.
	 
	15.	 	CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have
the following meanings:






	 	(a)	 	“Black Scholes Value” means the value of the unexercised portion of this
Warrant remaining on the date of the Holder’s request pursuant to Section 4, which
value




 









 






	 	 	 	is calculated using the Black Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg utilizing (i) an underlying price per share equal to the
greater of (1) the highest Closing Sale Price of the Common Stock during the period
beginning on the Trading Day immediately preceding the earliest to occur of (x) the
public disclosure of the applicable Fundamental Transaction, (y) the consummation of
the applicable Fundamental Transaction and (z) the date on which the Holder first
became aware of the applicable Fundamental Transaction and ending on the Trading Day
of the Holder’s request pursuant to Section 4 and (2) the sum of the price per share
being offered in cash in the applicable Fundamental Transaction (if any) plus the
value of the non-cash consideration being offered in the applicable Fundamental
Transaction (if any), (ii) a strike price equal to the Exercise Price in effect on
the date of the Holder’s request pursuant to Section 4, (iii) a risk-free interest
rate corresponding to the U.S. Treasury rate for a period equal to the greater of
(1) the remaining term of this Warrant as of the date of the Holder’s request
pursuant to Section 4 and (2) the remaining term of this Warrant as of the date of
consummation of the applicable Fundamental Transaction or as of the date of the
Holder’s request pursuant to Section 4 if such request is prior to the date of the
consummation of the applicable Fundamental Transaction and (iv) an expected
volatility equal to the greater of 100% and the 70 day volatility obtained from the
HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as
of the Trading Day immediately following the earliest to occur of (x) the public
disclosure of the applicable Fundamental Transaction, (y) the consummation of the
applicable Fundamental Transaction and (z) the date on which the Holder first became
aware of the applicable Fundamental Transaction.






	 	(b)	 	“Bloomberg” means Bloomberg Financial Markets.
	 
	 	(c)	 	“Business Day” means any day other than Saturday, Sunday or other day on which
commercial banks in The City of New York are authorized or required by law to remain
closed.
	 
	 	(d)	 	“Change of Control” means any Fundamental Transaction other than (A) any
reorganization, recapitalization or reclassification of the Common Stock, in which
holders of the Company’s voting power immediately prior to such reorganization,
recapitalization or reclassification continue after such reorganization,
recapitalization or reclassification to hold publicly traded securities and, directly
or indirectly, the voting power of the surviving entity or entities necessary to elect
a majority of the members of the board of directors (or their equivalent if other than
a corporation) of such entity or entities, or (B) pursuant to a migratory merger
effected solely for the purpose of changing the jurisdiction of incorporation of the
Company.
	 
	 	(e)	 	“Closing Bid Price” and “Closing Sale Price” means, for any security as of any
date, the last closing bid price and last closing trade price, respectively, for such
security on the Principal Market, as reported by Bloomberg, or, if the Principal Market
begins to operate on an extended hours basis and does not designate the




 









 






	 	 	 	closing bid price or the closing trade price, as the case may be, then the last bid
price or the last trade price, respectively, of such security prior to 4:00:00 p.m.,
New York time, as reported by Bloomberg, or, if the Principal Market is not the
principal securities exchange or trading market for such security, the last closing
bid price or last trade price, respectively, of such security on the principal
securities exchange or trading market where such security is listed or traded as
reported by Bloomberg, or if the foregoing do not apply, the last closing bid price
or last trade price, respectively, of such security in the over-the-counter market
on the electronic bulletin board for such security as reported by Bloomberg, or, if
no closing bid price or last trade price, respectively, is reported for such
security by Bloomberg, the average of the bid prices, or the ask prices,
respectively, of any market makers for such security as reported in the “pink
sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the
Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a
particular date on any of the foregoing bases, the Closing Bid Price or the Closing
Sale Price, as the case may be, of such security on such date shall be the fair
market value as mutually determined by the Company and the Holder. All such
determinations to be appropriately adjusted for any stock dividend, stock split,
stock combination or other similar transaction during the applicable calculation
period.
	 
	 	(f)	 	“Common Stock” means (i) the Company’s shares of Common Stock, par value $0.001
per share, and (ii) any share capital into which such Common Stock shall have been
changed or any share capital resulting from a reclassification of such Common Stock.
	 
	 	(g)	 	“Convertible Securities” means any stock or securities (other than Options)
directly or indirectly convertible into or exercisable or exchangeable for shares of
Common Stock.
	 
	 	(h)	 	“Eligible Market” means the Principal Market, The New York Stock Exchange,
Inc., The NYSE Amex, The NASDAQ Global Select Market or The NASDAQ Global Market.
	 
	 	(i)	 	“Expiration Date” means the date five (5) years following the Issuance Date or,
if such date falls on a day other than a Business Day or on which trading does not take
place on the Principal Market (a “Holiday”), the next date that is not a Holiday.
	 
	 	(j)	 	“Fundamental Transaction” means that (a) the Company or any of its Subsidiaries
shall, directly or indirectly, in one or more related transactions, (i) consolidate or
merge with or into (whether or not the Company or any of its Subsidiaries is the
surviving corporation) any other Person, or (ii) sell, lease, license, assign,
transfer, convey or otherwise dispose of all or substantially all of its respective
properties or assets to any other Person, or (iii) allow any other Person to make a
purchase, tender or exchange offer that is accepted by the holders of more than 40% of
the outstanding shares of Voting Stock of the Company (not including any shares of
Voting Stock of the Company held by the




 









 






	 	 	 	Person or Persons making or party to, or associated or affiliated with the Persons
making or party to, such purchase, tender or exchange offer), or (iv) consummate a
stock or share purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with any other Person whereby such other Person acquires more than 50% of the
outstanding shares of Voting Stock of the Company (not including any shares of
Voting Stock of the Company held by the other Person or other Persons making or
party to, or associated or affiliated with the other Persons making or party to,
such stock or share purchase agreement or other business combination), or (v)
reorganize, recapitalize or reclassify its Common Stock or (b) any “person” or
“group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the
Exchange Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary
voting power represented by issued and outstanding Voting Stock of the Company.
	 
	 	(k)	 	“Options” means any rights, warrants or
options to subscribe for or purchase shares of Common Stock or Convertible Securities.
	 
	 	(l)	 	“Parent Entity” of a Person means an entity that, directly or indirectly,
controls the applicable Person and whose common stock or equivalent equity security is
quoted or listed on an Eligible Market, or, if there is more than one such Person or
Parent Entity, the Person or Parent Entity with the largest public market
capitalization as of the date of consummation of the Fundamental Transaction.
	 
	 	(m)	 	“Person” means an individual, a limited liability company, a partnership, a
joint venture, a corporation, a trust, an unincorporated organization, any other entity
and a government or any department or agency thereof.
	 
	 	(n)	 	“Principal Market” means The NASDAQ Capital Market.
	 
	 	(o)	 	“Successor Entity” means the Person (or, if so elected by the Holder, the
Parent Entity) formed by, resulting from or surviving any Fundamental Transaction or
the Person (or, if so elected by the Holder, the Parent Entity) with which such
Fundamental Transaction shall have been entered into.
	 
	 	(p)	 	“Trading Day” means any day on which the Common Stock are traded on the
Principal Market, or, if the Principal Market is not the principal trading market for
the Common Stock, then on the principal securities exchange or securities market on
which the Common Stock are then traded.
	 
	 	(q)	 	“Voting Stock” of a Person means capital stock of such Person of the class or
classes pursuant to which the holders thereof have the general voting power to elect,
or the general power to appoint, at least a majority of the board of directors,
managers or trustees of such Person (irrespective of whether or not at the time capital
stock of any other class or classes shall have or might have voting power by reason of
the happening of any contingency).




 









 






	 	(r)	 	“Weighted Average Price” means, for any security as of any date, the dollar
volume-weighted average price for such security on the Principal Market during the
period beginning at 9:30:01 a.m., New York City time, and ending at 4:00:00 p.m., New
York City time, as reported by Bloomberg through its “Volume at Price” function or, if
the foregoing does not apply, the dollar volume-weighted average price of such security
in the over-the-counter market on the electronic bulletin board for such security
during the period beginning at 9:30:01 a.m., New York City time, and ending at 4:00:00
p.m., New York City time, as reported by Bloomberg, or, if no dollar volume-weighted
average price is reported for such security by Bloomberg for such hours, the average of
the highest closing bid price and the lowest closing ask price of any of the market
makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly
the National Quotation Bureau, Inc.). If the Weighted Average Price cannot be
calculated for such security on such date on any of the foregoing bases, the Weighted
Average Price of such security on such date shall be the fair market value as mutually
determined by the Company and the Holder. If the Company and the Holder are unable to
agree upon the fair market value of such security, then such dispute shall be resolved
pursuant to Section 12 with the term “Weighted Average Price” being substituted
for the term “Exercise Price.” All such determinations shall be appropriately adjusted
for any share dividend, share split or other similar transaction during such period.





[Signature Page Follows]






 









 








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



	 	 	 	 	 
	 	THERMOGENESIS CORP.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



EXHIBIT A




EXERCISE NOTICE




TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

WARRANT TO PURCHASE COMMON STOCK



THERMOGENESIS CORP.





     The undersigned holder hereby exercises the right to purchase __________ of the shares of
Common Stock (“Warrant Shares”) of ThermoGenesis Corp., a Delaware corporation (the “Company”),
evidenced by the attached Warrant to Purchase Common Stock (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:



     __________ a “Cash Exercise” with respect to __________ Warrant Shares; and/or



     __________ a “Cashless Exercise” with respect to __________ Warrant Shares.



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



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


Date: _________ ____, _____





	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Name of Registered Holder	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



A-1









 






	 	 	 	 	 



EXHIBIT B




ACKNOWLEDGMENT





     The Company hereby acknowledges this Exercise Notice and hereby directs Computershare Investor
Services, LLC to issue the above indicated number of shares of Common Stock in accordance with the
Transfer Agent Instructions dated March 4, 2011 from the Company and acknowledged and agreed to by
Computershare Investor Services, LLC.



	 	 	 	 	 
	 	THERMOGENESIS CORP.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



B-1









 






	 	 	 	 	 



EXHIBIT C




ASSIGNMENT FORM




THERMOGENESIS CORP.





     (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)	 






Date: __________ ___,

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.





C-1