EX-4.11



 Exhibit 4.11 
  

			
	NO. ____	 	                        Q THERAPEUTICS, INC.

 WARRANT TO PURCHASE COMMON STOCK 

VOID AFTER 5:00 P.M., EASTERN 

TIME, ON THE EXPIRATION DATE 

FOR VALUE RECEIVED, Q THERAPEUTICS, INC., a Delaware corporation (the “Company”), hereby agrees to sell upon the terms
and on the conditions hereinafter set forth, but no later than 5:00 p.m., Mountain Time, on the Expiration Date (as hereinafter defined) to             , or registered assigns (the
“Holder”), under the terms as hereinafter set forth, up to a total of             shares of common stock, $0.0001 par value (the “Common Stock”), of the
Company (all such shares the “Warrant Stock”), at a purchase price of ONE DOLLAR ($1.00) per share (the “Warrant Price”), pursuant to this warrant (this “Warrant”). The number of shares of Warrant
Stock to be so issued and the Warrant Price are subject to adjustment in certain events as hereinafter set forth. 
 1. Exercise of
Warrant. 
 a. The Holder may exercise this Warrant according to its terms by surrendering this Warrant to the Company at the address set
forth in Section 9, the Notice of Exercise attached hereto having then been duly executed by the Holder, accompanied by cash, certified check or bank draft in payment of the purchase price, in lawful money of the United States of America, for
the number of shares of the Warrant Stock specified in the Notice of Exercise, or as otherwise provided in this Warrant, prior to 5:00 p.m., Eastern Time, on             , 2018 (the
“Expiration Date”). 
 b. This Warrant may be exercised in whole or in part so long as any exercise in part hereof would not
involve the issuance of fractional shares of Warrant Stock. If exercised in part, the Company shall deliver to the Holder a new Warrant, identical in form, in the name of the Holder, evidencing the right to purchase the number of shares of Warrant
Stock as to which this Warrant has not been exercised, which new Warrant shall be signed by the Chairman, Chief Executive Officer or President and the Secretary or Assistant Secretary of the Company. The term Warrant as used herein shall include any
subsequent Warrant issued as provided herein. 
 c. No fractional shares or scrip representing fractional shares shall be issued upon the
exercise of this Warrant. If, upon exercise of this Warrant, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round up or down to the nearest whole number the number of shares of Common Stock
to be issued to the Warrant holder. 







 d. In the event of any exercise of the rights represented by this Warrant, a certificate or
certificates for the Warrant Stock so purchased, registered in the name of the Holder, shall be delivered to the Holder within a reasonable time after such rights shall have been so exercised. The person or entity in whose name any certificate for
the Warrant Stock is issued upon exercise of the rights represented by this Warrant shall for all purposes be deemed to have become the holder of record of such shares immediately prior to the close of business on the date on which the Warrant was
surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, 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 opening of business on the next succeeding date on which the stock transfer books are open. The Company shall pay any and all documentary stamp or similar issue
or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on exercise of this Warrant. 
 2. Reservation of
Shares. The Company hereby agrees that at all times there shall be reserved for issuance upon the exercise of this Warrant such number of shares of its Common Stock as shall be required for issuance upon exercise of this Warrant. The Company
further agrees that all shares which may be issued upon the exercise of the rights represented by this Warrant will be duly authorized and will, upon issuance and against payment of the exercise price, be validly issued, fully paid and non-assessable, free from all taxes, liens, charges and preemptive rights with respect to the issuance thereof, other than taxes, if any, in respect of any transfer occurring contemporaneously with such issuance and
other than transfer restrictions imposed by federal and state securities laws. 
 3. Warrant Register, Exchange, Transfer or Assignment of
Warrant. 
 The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary. 
 This Warrant is exchangeable, without expense, at the option of the
Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations, entitling the Holder or Holders thereof to purchase in the aggregate the same number
of shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax,
the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled. This Warrant may be divided or combined with other Warrants that
carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed
by the Holder hereof. 

  
 Warrant 2 








 4. Capital Adjustments. This Warrant is subject to the following further provisions: 

a. Adjustment Upon Issuance of Common Stock. If and whenever on or after the date hereof and through the earlier to occur of the
(i) first anniversary of the date hereof and the (ii) date that there is an effective registration statement on file with the Securities and Exchange Commission covering the resale of all of the shares of Warrant Stock the Company issues
or sells any shares of Common Stock or securities convertible into Common Stock, other than an Exempt Issuance (as defined below), for a consideration per share of Common Stock (the “New Issuance Price”) less than a price equal to
$1.00 (subject to appropriate adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction after the date hereof) (a “Dilutive Issuance”), then immediately after such Dilutive Issuance,
the Warrant Price then in effect shall be reduced to an amount equal to the New Issuance Price multiplied by 1.0. For purposes of this Warrant, “Exempt Issuance” shall mean the issuance of (a) shares of Common Stock or options
to employees, officers, directors, or consultants of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a
committee of non-employee directors, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and
outstanding on the date of this Warrant, provided that such securities have not been amended since the date of this Warrant to increase the number of such securities or to decrease the exercise, exchange or conversion price of such securities; and
(c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person which is either an owner of, or an entity
that is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in
which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. 

b. Recapitalization, Reclassification and Succession. If any recapitalization of the Company or reclassification of its Common
Stock or any merger or consolidation of the Company into or with a corporation or other business entity, or the sale or transfer of all or substantially all of the Company’s assets or of any successor corporation’s assets to any other
corporation or business entity (any such corporation or other business entity being included within the meaning of the term “successor corporation”) shall be effected, at any time while this Warrant remains outstanding and unexpired, then,
as a condition of such recapitalization, reclassification, merger, consolidation, sale or transfer, lawful and adequate provision shall be made whereby the Holder of this Warrant thereafter shall have the right to receive upon the exercise hereof as
provided in Section 1 and in lieu of the shares of Common Stock immediately theretofore issuable upon the exercise of this Warrant, such shares of capital stock, securities or other property as may be issued or payable with respect to or in
exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore issuable upon the exercise of this Warrant had such recapitalization, reclassification, merger, consolidation, sale or
transfer not taken place, and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after such consummation. 

  
 Warrant 3 








 c. Subdivision or Combination of Shares. If the Company at any time while this Warrant
remains outstanding and unexpired shall subdivide or combine its Common Stock, the number of shares of Warrant Stock purchasable upon exercise of this Warrant and the Warrant Price shall be proportionately adjusted. 

d. Stock Dividends and Distributions. If the Company at any time while this Warrant is outstanding and unexpired shall issue or pay the
holders of its Common Stock, or take a record of the holders of its Common Stock for the purpose of entitling them to receive, a dividend payable in, or other distribution of, Common Stock, then (i) the Warrant Price shall be adjusted in
accordance with Section 4(f) and (ii) the number of shares of Warrant Stock purchasable upon exercise of this Warrant shall be adjusted to the number of shares of Common Stock that the Holder would have owned immediately following such
action had this Warrant been exercised immediately prior thereto. 
 e. Stock and Rights Offering to Shareholders. If the Company
shall at any time after the date of issuance of this Warrant distribute to all holders of its Common Stock any shares of capital stock of the Company (other than Common Stock) or evidences of its indebtedness or assets (excluding cash dividends or
distributions paid from retained earnings or current year’s or prior year’s earnings of the Company) or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in the immediately preceding
paragraph) (any of the foregoing being hereinafter in this paragraph called the “Securities”), then in each such case, the Company shall reserve shares or other units of such Securities for distribution to the Holder upon exercise of this
Warrant so that, in addition to the shares of the Common Stock to which such Holder is entitled, such Holder will receive upon such exercise the amount and kind of such Securities which such Holder would have received if the Holder had, immediately
prior to the record date for the distribution of the Securities, exercised this Warrant. 
 f. Warrant Price Adjustment. Except as
otherwise provided herein, whenever the number of shares of Warrant Stock purchasable upon exercise of this Warrant is adjusted, as herein provided, the Warrant Price payable upon the exercise of this Warrant shall be adjusted to that price
determined by multiplying the Warrant Price immediately prior to such adjustment by a fraction (i) the numerator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately prior to such
adjustment, and (ii) the denominator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately thereafter. 

g. Certain Shares Excluded. The number of shares of Common Stock outstanding at any given time for purposes of the adjustments set forth
in this Section 4 shall exclude any shares then directly or indirectly held in the treasury of the Company. 
 h. Deferral and
Cumulation of De Minimis Adjustments. The Company shall not be required to make any adjustment pursuant to this Section 5 if the amount of such adjustment would be less than one percent (1%) of the Warrant Price in effect immediately
before the event that would otherwise have given rise to such adjustment. In such case, however, any adjustment that would otherwise have been required to be made shall be made at the time of and together with the next subsequent adjustment which,
together with any adjustment or adjustments so carried forward, shall amount to not less than one percent (1%) of the Warrant Price in effect immediately before the event giving rise to such next subsequent adjustment. 

  
 Warrant 4 








 i. Duration of Adjustment. Following each computation or readjustment as provided in this
Section 4, the new adjusted Warrant Price and number of shares of Warrant Stock purchasable upon exercise of this Warrant shall remain in effect until a further computation or readjustment thereof is required. 

5. Call Right. Subject to the provisions of Section 5, this Warrant may be redeemed prior to the Expiration Date, at the option of
the Company, at a price of $0.001 per share of Warrant Stock (“Redemption Price”), upon not less than 10 days prior written notice (“Redemption Period”) to the Holder notifying Holder of the Company’s intent to
exercise such right and setting forth a time and date for such redemption; provided, however, that no redemption under this Section 5 may occur unless (i) the Company’s Common Stock has had a per share closing sales
price of at least equal to or greater than one hundred fifty percent (150%) of the Warrant Price (as proportionately adjusted for any split, combination or the like) for ten (10) consecutive trading days and (ii) at the date of the
redemption notice and during the entire Redemption Period there is an effective registration statement covering the sale of the Warrant Stock. This Warrant may be exercised by the Holder, for cash, at any time after notice of redemption has been
given by the Company and prior to the time and date fixed for redemption, and the other provisions of this Warrant shall remain in full force and effect through and including the redemption date. On and after the redemption date, the Holder shall
have no further rights except to receive, upon surrender of this Warrant, the Redemption Price. 
 6. Notice to Holders. 

a. Notice of Record Date. In case: 

(i) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise
of this Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend payable out of earned surplus of the Company) or other distribution, or any right to subscribe for or purchase any shares of stock of any class or
any other securities, or to receive any other right; 
 (ii) of any capital reorganization of the Company, any reclassification of the
capital stock of the Company, any consolidation with or merger of the Company into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or 

(iii) of any voluntary dissolution, liquidation or winding-up of the Company; 

then, and in each such case, the Company will mail or cause to be mailed to the Holder hereof at the time outstanding a notice specifying, as the case may be,
(i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any, is to be fixed, as of which the holders of record of Common 

  
 Warrant 5 








 Stock (or such stock or securities at the time receivable upon the exercise of this Warrant) shall be
entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution or winding-up. Such notice
shall be mailed at least thirty (30) days prior to the record date therein specified, or if no record date shall have been specified therein, at least thirty (30) days prior to such specified date, provided, however, failure to provide any
such notice shall not affect the validity of such transaction. 
 b. Certificate of Adjustment. Whenever any adjustment shall be made
pursuant to Section 4 hereof, the Company shall promptly make a certificate signed by its Chairman, Chief Executive Officer, President, Vice President, Chief Financial Officer or Treasurer, setting forth in reasonable detail the event requiring
the adjustment, the amount of the adjustment, the method by which such adjustment was calculated and the Warrant Price and number of shares of Warrant Stock purchasable upon exercise of this Warrant after giving effect to such adjustment, and
shall promptly cause copies of such certificates to be mailed (by first class mail, postage prepaid) to the Holder of this Warrant. 
 7.
Loss, Theft, Destruction or Mutilation. Upon receipt by the Company of evidence satisfactory to it, in the exercise of its reasonable discretion, of the ownership and the loss, theft, destruction or mutilation of this Warrant and, in the case
of loss, theft or destruction, of indemnity reasonably satisfactory to the Company and, in the case of mutilation, upon surrender and cancellation thereof, the Company will execute and deliver in lieu thereof, without expense to the Holder, a new
Warrant of like tenor dated the date hereof. 
 8. Warrant Holder Not a Stockholder. The Holder of this Warrant, as such, shall not be
entitled by reason of this Warrant to any rights whatsoever as a stockholder of the Company. 
 9. Notices. Any notice required or
contemplated by this Warrant shall be deemed to have been duly given if transmitted by registered or certified mail, return receipt requested, or nationally recognized overnight delivery service, to the Company at its principal executive
offices located at 615 Arapeen Drive, Suite 102, Salt Lake City, UT 84108. Attention: Steven J. Borst, Chief Financial Officer, or to the Holder at the name and address set forth in the Warrant Register maintained by the Company. 

10. Choice of Law. THIS WARRANT IS ISSUED UNDER AND SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. 
 11. Jurisdiction and Venue. The Company and
Holder hereby agree that any dispute which may arise between them arising out of or in connection with this Warrant shall be adjudicated before a court located in Salt Lake City, Utah and they hereby submit to the exclusive jurisdiction of the
federal and state courts of the State of Utah located in Salt Lake City with respect to any action or legal proceeding commenced by any party, and irrevocably waive any objection they now or hereafter may have respecting the venue of any such action
or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum, relating to or arising out of this Warrant or any acts or omissions relating to the sale of the 


  
 Warrant 6 








 
securities hereunder, and consent to the service of process in any such action or legal proceeding by means of registered or certified mail, return receipt requested, in care of the address set
forth herein or such other address as either party shall furnish in writing to the other. 
 [SIGNATURE PAGE FOLLOWS] 

  
 Warrant 7 








 IN WITNESS WHEREOF, the Company has duly caused this Warrant to be signed on its behalf, in its
corporate name and by its duly authorized officers, as of this             day of             , 2014. 

 

			
	Q THERAPEUTICS, INC.
		
	By:	 	 
		 	Name: Deborah A. Eppstein, PhD
		 	Title: President and CEO



  
 Warrant 8 








 NOTICE OF EXERCISE 

 

	TO:	Q THERAPEUTICS, INC. 

 615 ARAPEEN DRIVE 

Suite 102 
 SALT LAKE CITY, UT
84108 
 Attn: Chief Financial Officer 

Tel: (801) 582-5400 
 Fax:
(801) 582-5401 
 (1) The undersigned hereby elects to purchase
            shares of Warrant Stock of the Company pursuant to the terms of the attached Warrant to Purchase Common Stock, and tenders herewith payment of the exercise price or
            Warrants X $1.00 (or adjusted) per share, in the total amount of $            in full, together with all applicable
transfer taxes, if any. 
 (2) Payment shall take the form of lawful money of the United States. 

(3) Please issue a certificate or certificates representing said shares of Warrant Stock in the name and address of the undersigned or in such
other name as is specified below: 
 NAME: 
  

ADDRESS 
  

The shares of Warrant Stock shall be delivered to the following DWAC Account Number, if permitted, or by physical delivery of a certificate
to: 
  
  

 
  
  

 

  
 Warrant 9 








 [SIGNATURE OF HOLDER] 

Name of Investing Entity:                   
                                         
                                         
                                         
                                         
                         

Signature of Authorized Signatory of Investing Entity:            
                                         
                                         
                                         
                   

Name and Title of Authorized Signatory:               
                                         
                                         
                                         
                                         

Date:                         
                                         
                                         
                                         
                                         
                                         
                  
  

  
 Warrant 10 








 ASSIGNMENT FORM 

(To assign the foregoing warrant, execute 

this form and supply required information. 

Do not use this form to exercise the warrant.) 

FOR VALUE RECEIVED, all of or
                    shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to 

 

			
	  
	  	whose address is
	  
	  	
	  
	  	


Dated:                    ,
     

Holder’s Name:                      
                                         
                                         
                                         
                                         
                                         

Holder’s Signature:                     
                                         
                                         
                                         
                                         
                                   

Name and Title of Signatory:                  
                                         
                                         
                                         
                                         
                    

Holder’s Address:                     
                                         
                                         
                                         
                                         
                                      

Signature Guaranteed:                     
                                         
                                         
                                         
                                         
                              

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 whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. 

  
 Warrant 11