THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE
AND DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF (A) SUCH REGISTRATION, (B) AN OPINION
OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED DUE TO AN EXEMPTION THEREFROM UNDER SAID
ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (C) BIOVIE INC. OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS COMPLIANT WITH SUCH
LAWS.


 


Date
of Issuance: November 30, 2021


 


WARRANT
TO PURCHASE


 


SHARES
OF STOCK OF


 


BIOVIE
INC.


 


(Void
after November 30, 2026)


 


This
certifies that [______________________________], a Delaware limited partnership, or permitted assigns (“Holder”),
for value received, is entitled to purchase from BIOVIE INC. a Nevada corporation (“Company”), the Applicable Number
(hereinafter defined) of fully paid and nonassessable shares of the Company’s Common Stock (the “Common Stock”),
for cash, at a purchase price per share equal to the Stock Purchase Price (hereinafter defined). Holder may also exercise this Warrant
on a cashless or “net issuance” basis as described in Section 1(b) below, and this Warrant shall be deemed to have been exercised
in full on such basis on the Expiration Date (hereinafter defined), to the extent not fully exercised prior to such date. This Warrant
is issued in connection with that certain Loan and Security Agreement and Supplement thereto, both of even date herewith (as amended,
restated and supplemented from time to time, the “Loan Agreement” and the “Supplement”, respectively),
among Company, as borrower, Holder, as lender, and [______________________________]., as lender (together with Holder, “Lenders”).
Capitalized terms used herein and not otherwise defined in this Warrant shall have the meaning(s) ascribed to them in the Loan Agreement
and the Supplement, unless the context would otherwise require.


 


“Applicable
Number” means the number of shares of Common Stock purchasable hereunder obtained by dividing (x) as of the Date of Issuance,
(A) [______________________________] Dollars ($[______________________________]) by (B) the Stock Purchase Price.


 


“Stock
Purchase Price” means $5.82.


 


Subject
to Sections 4.3 and 4.8, this Warrant may be exercised at any time or from time to time up to and including 5:00 p.m. (Pacific time)
on November 30, 2026 (the “Expiration Date”), upon surrender to Company at its principal office at 9120 Double Diamond
Parkway, Suite 1400, Reno, Nevada 89521 (or at such other location as Company may advise Holder in writing) of this Warrant properly
endorsed with the Form of Subscription attached hereto duly completed and signed and upon payment in cash or by check of the aggregate
Stock Purchase Price for the number of shares for which this Warrant is being exercised determined in accordance with the provisions
hereof. The Stock Purchase Price and the number of shares purchasable hereunder are subject to further adjustment as provided in Section
4 of this Warrant.





     


     


    

This
Warrant is subject to the following terms and conditions:


 


1.             Exercise;
Issuance of Certificates; Payment for Shares.


 


(a)       Unless
an election is made pursuant to clause (b) of this Section 1, this Warrant shall be exercisable at the option of Holder, at any time
or from time to time, on or before the Expiration Date for all or any portion of the shares of Common Stock (but not for a fraction of
a share) which may be purchased hereunder for the Stock Purchase Price multiplied by the number of shares to be purchased. Company agrees
that the shares of Common Stock purchased under this Warrant shall be and are deemed to be issued to Holder as the record owner of such
shares as of the close of business on the date on which the form of subscription shall have been delivered and payment made for such
shares. Subject to the provisions of Section 2, shares of Common Stock so purchased shall be delivered in either book-entry or certificated
form, together with any other securities or property to which Holder is entitled upon such exercise, to Holder by Company at Company’s
expense within a reasonable time after the rights represented by this Warrant have been so exercised. Except as provided in clause (b)
of this Section 1, in case of a purchase of less than all the shares which may be purchased under this Warrant, Company shall cancel
this Warrant and execute and deliver a new Warrant or Warrants of like tenor for the balance of the shares purchasable under this Warrant
surrendered upon such purchase to Holder within a reasonable time. If the Common Stock is delivered in certificated form, each stock
certificate so delivered shall be in such denominations of Common Stock as may be requested by Holder and shall be registered in the
name of such Holder or such other name as shall be designated by such Holder, subject to the limitations contained in Section 2.


 


(b)       Holder,
in lieu of exercising this Warrant by the cash payment of the Stock Purchase Price pursuant to clause (a) of this Section 1, may elect,
at any time on or before the Expiration Date, to surrender this Warrant and receive that number of shares of Common Stock computed using
the following formula:


 


	X  =  	Y(A-B)
	A



 


		Where:	X  =  the
                                            number of shares of Common Stock to be issued to Holder.



 


		 	Y  =  the
number of shares of Common Stock that Holder would otherwise have been entitled to purchase hereunder pursuant to Section 1(a) (or such
lesser number of shares as Holder may designate in the case of a partial exercise of this Warrant).



 


		 	A  =  the
closing price on the last trading day prior to exercise of the Warrant.



 


		 	B  =  the
Stock Purchase Price then in effect.



 


Election
to exercise under this Section 1(b) may be made by delivering a signed form of subscription to Company via facsimile, to be followed
by delivery of this Warrant. Notwithstanding anything to the contrary contained in this Warrant, if as of the close of business on the
last business day preceding the Expiration Date this Warrant remains unexercised as to all or a portion of the shares of Common Stock
purchasable hereunder, then effective as 9:00 a.m. (Pacific time) on the Expiration Date, Holder shall be deemed, automatically and without
need for notice to Company, to have elected to exercise this Warrant in full pursuant to the provisions of this Section 1(b), and upon
surrender of this Warrant shall be entitled to receive that number of shares of Common Stock computed using the above formula, provided
that the application of such formula as of the Expiration Date yields a positive number for “X”.





    -2-


     


    

2.             Limitation
on Transfer.


 


(a)       This
Warrant and the Common Stock shall not be transferable except upon the conditions specified in this Section 2, which conditions are intended
to ensure compliance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”). Each holder
of this Warrant or the Common Stock issuable hereunder will cause any proposed transferee of the Warrant or Common Stock to agree to
take and hold such securities subject to the provisions and upon the conditions specified in this Section 2. Notwithstanding the foregoing
and any other provision of this Section 2 but subject to the last sentence of Section 2(c), Holder may freely transfer all or part of
this Warrant or the shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion
of the shares, if any) at any time to any affiliate of Lenders under the Loan Agreement, by giving Company notice of the portion of the
Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and surrendering this
Warrant to Company for reissuance to the transferees(s) (and Holder, if applicable).


 


(b)       Each
certificate representing (i) this Warrant, (ii) the Common Stock (or applicable balance account at the Company’s transfer agent),
and (iii) any other securities issued in respect to the Common Stock issued upon any stock split, stock dividend, recapitalization, merger,
consolidation or similar event, shall (unless otherwise permitted by the provisions of this Section 2 or unless such securities have
been registered under the Securities Act or sold under Rule 144) be stamped or otherwise imprinted with a legend substantially in the
following form (in addition to any legend required under applicable state securities laws):


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE
AND DISTRIBUTION THEREOF. NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH ANY OF THESE SECURITIES
ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED
IN THE ABSENCE OF (A) SUCH REGISTRATION, (B) AN OPINION OF COUNSEL IN A FORM REASONABLY ACCEPTABLE TO COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED DUE TO AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (C) BIOVIE INC. OTHERWISE SATISFIES
ITSELF THAT SUCH TRANSACTION IS COMPLIANT WITH SUCH LAWS.


 


(c)       Holder
of this Warrant and each person to whom this Warrant is subsequently transferred represents and warrants to Company and agrees (by acceptance
of such transfer) that it will not transfer this Warrant (or securities issuable upon exercise hereof unless a registration statement
under the Securities Act was in effect with respect to such securities at the time of issuance thereof) unless (i) there is an effective
registration statement under the Securities Act and applicable state securities laws covering any such transaction, (ii) pursuant to
Rule 144 under the Securities Act (or any other rule under the Securities Act relating to the disposition of securities), (iii) Company
receives an opinion of counsel, reasonably satisfactory to Company, that an exemption from such registration is available or (iv) the
Company otherwise satisfies itself that such transaction is exempt from registration. Notwithstanding the foregoing or any other provision
of this Section 2, Holder shall not transfer this Warrant (or securities issuable upon exercise hereof, or securities issuable, directly
or indirectly, upon conversion of such securities, if any) to any competitor of Company, as determined in good faith by the Board of
Directors of Company (the “Board”), without the prior written consent of Company.


 


3.             Shares
to be Fully Paid; Reservation of Shares. Company covenants and agrees that all shares of Common Stock which may be issued upon the
exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable
and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. Company
further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, Company will
at all times have authorized and reserved, for the purpose of issue or transfer upon exercise of the subscription rights evidenced by
this Warrant, a sufficient number of shares of authorized but unissued Common Stock, or other securities and property, when and as required
to provide for the exercise of the rights represented by this Warrant. Company will take all such action as may be necessary to assure
that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements
of any domestic securities exchange upon which the Common Stock may be listed. Company will not take any action which would result in
any adjustment of the Stock Purchase Price (as described in Section 4 hereof) (i) if the total number of shares of Common Stock issuable
after such action upon exercise of all outstanding warrants, together with all shares of Common Stock then outstanding and all shares
of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would
exceed the total number of shares of Common Stock then authorized by Company’s Articles of Incorporation, as amended and restated
from time to time (the “Charter”) or (ii) if the par value per share of the Common Stock would exceed the Stock Purchase
Price.





    -3-


     


    

4.             Adjustment
of Stock Purchase Price and Number of Shares. The Stock Purchase Price and the number of shares purchasable upon the exercise of
this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events described in this Section 4. Upon
each adjustment of the Stock Purchase Price, Holder of this Warrant shall thereafter be entitled to purchase, at the Stock Purchase Price
resulting from such adjustment, the number of shares obtained by multiplying the Stock Purchase Price in effect immediately prior to
such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof
by the Stock Purchase Price resulting from such adjustment.


 


4.1       Subdivision
or Combination of Stock. In case Company shall at any time subdivide its outstanding shares of Common Stock into a greater number
of shares, the Stock Purchase Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely,
in case the outstanding shares of Common Stock of Company shall be combined into a smaller number of shares, the Stock Purchase Price
in effect immediately prior to such combination shall be proportionately increased.


 


4.2       Dividends.
If at any time or from time to time the holders of Common Stock (or any shares of stock or other securities at the time receivable upon
the exercise of this Warrant) shall have received or become entitled to receive,


 


(a)       Common
Stock, or any shares of stock or other securities whether or not such securities are at any time directly or indirectly convertible into
or exchangeable for Common Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way
of dividend or other distribution,


 


(b)       any
cash paid or payable including as a cash dividend, or


 


(c)       Common
Stock or other or additional stock or other securities or property (including cash) by way of spin off, split-up, reclassification, combination
of shares or similar corporate rearrangement, (other than shares of Common Stock issued as a stock split, adjustments in respect of which
shall be covered by the terms of Section 4.1 above),


 


then
and in each such case, Holder hereof shall, upon the exercise of this Warrant, be entitled to receive, in addition to the number of shares
of Common Stock receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and other securities
and property (including cash in the cases referred to in clauses (b) and (c) above) which such Holder would hold on the date of such
exercise had it been the holder of record of such Common Stock as of the date on which holders of Common Stock received or became entitled
to receive such shares and/or all other additional stock and other securities and property.





    -4-


     


    

4.3       Change
of Control. In the event of a Change of Control (as hereinafter defined), this Warrant shall be automatically exchanged for a number
of shares of Company’s securities, such number of shares being equal to the maximum number of shares issuable pursuant to the terms
hereof (after taking into account all adjustments described herein) had Holder elected to exercise this Warrant immediately prior to
the closing of such Change of Control and purchased all such shares pursuant to the cash exercise provision set forth in Section 1(a)
hereof (as opposed to the cashless exercise provision set forth in Section 1(b)). Company acknowledges and agrees that Holder shall not
be required to make any payment (cash or otherwise) for such shares as further consideration for their issuance pursuant to the terms
of the preceding sentence. “Change of Control” shall mean (a) any sale, license, or other disposition of all or substantially
all of the assets of Company, other than as permitted by Section 6.5 of the Loan Agreement; (b) any reorganization, consolidation, merger
or other transaction in which Company is not the surviving entity; or (c) any transaction or series of related transactions in which
any Person or two or more Persons acting in concert (other than Permitted Holders (as defined in the Loan Agreement)) shall have acquired
by contract or otherwise, the power to control the management of Company, or to control the equity interests of Company entitled to vote
for members of the Board or equivalent governing body of Company on a fully-diluted basis (and taking into account all such securities
that such Person or Persons have the right to acquire pursuant to any option right) representing 50% or more of the combined voting power
of such securities; provided that an issuance of equity securities for the primary purpose of raising capital shall not be considered
a Change of Control under this Warrant. This Warrant shall terminate upon Holder’s receipt of the number of shares of Company’s
equity securities described in this Section 4.3.


 


4.4       Reserved.


 


4.5       Notice
of Adjustment. Upon any adjustment of the Stock Purchase Price, and/or any increase or decrease in the number of shares purchasable
upon the exercise of this Warrant, Company shall give written notice thereof to Holder pursuant to Section 12. The notice, which may
be substantially in the form of Exhibit “A” attached hereto, shall be signed by Company’s chief financial officer and
shall state the Stock Purchase Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable
at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which
such calculation is based.


 


4.6       Other
Notices. If at any time:


 


(a)       Company
shall declare any cash dividend upon its Common Stock;


 


(b)       Company
shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of
its Common Stock;


 


(c)       Company
shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or other rights;


 


(d)       there
shall be any capital reorganization or reclassification of the capital stock of Company, or consolidation or merger of Company with,
or sale of all or substantially all of its assets to, another entity;


 


(e)       there
shall be a voluntary or involuntary dissolution, liquidation or winding-up of Company; or


 


(f)       Company
shall take or propose to take any other action, notice of which is actually provided to holders of the Common Stock;


 


then,
in any one or more of said cases, Company shall give Holder, pursuant to Section 12, (i) at least 15 days’ prior written notice
of the date on which the books of Company shall close or a record shall be taken for such dividend, distribution or subscription rights
or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up, or other action and (ii) in the case of any such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation or winding-up, or other action, at least 15 days’ written notice of the date when the same shall
take place. Any notice given in accordance with the foregoing clause (i) shall also specify, in the case of any such dividend, distribution
or subscription rights, the date on which the holders of Common Stock shall be entitled thereto. Any notice given in accordance with
the foregoing clause (ii) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their Common
Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up, or other action as the case may be.





    -5-


     


    

4.7       Certain
Events. If any change in the outstanding Common Stock of Company or any other event occurs as to which the other provisions of this
Section 4 are not strictly applicable or if strictly applicable would not fairly effect the adjustments to this Warrant in accordance
with the essential intent and principles of such provisions, then the Board shall make in good faith an adjustment in the number and
class of shares issuable under this Warrant, the Stock Purchase Price and/or the application of such provisions, in accordance with such
essential intent and principles, so as to protect such purchase rights as aforesaid. The adjustment shall be such as will give Holder
of this Warrant upon exercise for the same aggregate Stock Purchase Price the total number, class and kind of shares as Holder would
have owned had this Warrant been exercised prior to the event and had Holder continued to hold such shares until after the event requiring
adjustment.


 


4.8       Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after exercise
as set forth on the applicable notice of exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting
as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the
number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number
of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude
the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant
beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or
nonconverted portion of any other securities of the Company (including, without limitation, the Conversion Option set forth in the Supplement)
subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any
of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 4.8, beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder,
it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section
13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the
extent that the limitation contained in this Section 4.8 applies, the determination of whether this Warrant is exercisable (in relation
to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is
exercisable shall be in the sole discretion of the Holder, and the submission of a notice of exercise shall be deemed to be the Holder’s
determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates
and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation,
and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to
any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. For purposes of this Section 4.8, in determining the number of outstanding shares of Common Stock, a Holder may
rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report
filed with the SEC, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the
Company or the transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder,
the Company shall within one trading day 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 or its Affiliates or Attribution Parties since the date as of which
such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or,
upon written election by Holder which is delivered to the Company prior to the issuance of any Warrant Shares to such Holder, 9.99%)
of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable
upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions
of this Section 4.8, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common
Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the
Holder and the provisions of this Section 4.8 shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be
effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 4.8 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. The limitations contained in this paragraph shall apply to a successor
holder of this Warrant.





    -6-


     


    

5.             Issue
Tax. The issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to Holder
of this Warrant for any issue tax in respect thereof; provided, however, that Company shall not be required to pay any tax which may
be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the then
Holder of this Warrant being exercised.


 


6.             Closing
of Books. Company will at no time close its transfer books against the transfer of this Warrant or of any shares of Common Stock
issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant unless the
Company at the same time is closing its transfer books for all Common Stock.


 


7.             No
Voting Rights; Limitation of Liability. Nothing contained in this Warrant shall be construed as conferring upon Holder hereof the
right to vote or to consent as a stockholder in respect of meetings of stockholders for the election of directors of Company or any other
matters or any rights whatsoever as a stockholder of Company. No dividends or interest shall be payable in respect of this Warrant or
the interest represented hereby or the shares purchasable hereunder until, and only to the extent that, this Warrant shall have been
exercised; provided, however, that if any dividends are due or paid at any time on the underlying securities for which this Warrant is
exercisable, then upon exercise, the securities issued to Holder shall be deemed to have accrued dividends and be paid identical dividends
from the same time as the outstanding shares for which this Warrant is exercisable were first issued (or, if later, the date of this
Warrant). No provisions hereof, in the absence of affirmative action by Holder to purchase shares of Common Stock, and no mere enumeration
herein of the rights or privileges of Holder hereof, shall give rise to any liability of such Holder for the Stock Purchase Price or
as a stockholder of Company, whether such liability is asserted by Company or by its creditors.


 


8.             Amendment
of Charter. Unless Holder consents thereto in writing, Company shall not amend its Charter prior to the exercise of this Warrant
if the Common Stock would be adversely affected by such amendment in a manner that would be more adverse to Holder with respect to the
shares of Common Stock issuable upon the exercise of this Warrant than, and substantially dissimilar to, such amendment’s effect
on the other holders of Common Stock.


 


9.             Registration
Rights. If Company proposes to file a new registration statement under the Securities Act for purposes of effecting an underwritten
offering of its equity securities for its own account or for the account of any other persons (other than (i) a registration of securities
solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee
benefit plan arrangement) and (ii) a registration of securities filed on Form S-4 or Form S-8 or any successor thereto), Holder shall
be entitled to piggyback registration rights, and Company shall afford Holder an opportunity to include in that registration all or any
part of the shares of Common Stock issued upon exercise hereof, provided, however, that the Company’s underwriters may limit the
number of shares included in such underwritten offering if the underwriters determine that marketing factors require a limitation of
the number of shares to be underwritten which may impact the number of Holder’s shares of Common Stock eligible to registered in
such offering.





    -7-


     


    

10.           Rights
and Obligations Survive Exercise of Warrant. The rights and obligations of Company, of Holder of this Warrant and of the holder of
shares of Common Stock issued upon exercise of this Warrant, contained in Sections 6, 8, 9 and 18 shall survive the exercise of this
Warrant.


 


11.           Modification
and Waiver. This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of the same is sought.


 


12.           Notices.
Any notice, request or other document required or permitted to be given or delivered to Holder or Company shall be deemed to have been
given (i) upon receipt if delivered personally or by courier (ii) upon confirmation of receipt if by telecopy or (iii) three business
days after deposit in the US mail, with postage prepaid and certified or registered, to each such Holder at its address as shown on the
books of Company or to Company at the address indicated therefor in the opening paragraphs of this Warrant (or at such other location
as Company may advise Holder in writing).


 


13.           Survival
of Certain Obligations. All of the obligations of Company relating to the Common Stock issuable upon the exercise of this Warrant
shall survive the exercise and termination of this Warrant. All of the covenants and agreements of Company shall inure to the benefit
of and be binding upon the successors and permitted assigns of Holder. Company will, at the time of the exercise of this Warrant, in
whole or in part, upon request of Holder but at Company’s expense, acknowledge in writing its continuing obligation to Holder in
respect of any rights (including, without limitation, any right to registration of the shares of Common Stock) to which Holder shall
continue to be entitled after such exercise in accordance with this Warrant; provided, that the failure of Holder to make any such request
shall not affect the continuing obligation of Company to Holder in respect of such rights.


 


14.           Descriptive
Headings and Governing Law. The descriptive headings of the several sections and paragraphs of this Warrant are inserted for convenience
only and do not constitute a part of this Warrant. This Warrant shall be construed and enforced in accordance with, and the rights of
the parties shall be governed by, the laws of the State of Delaware.


 


15.           Lost
or Rejected Warrants or Stock Certificates. Company agrees that upon receipt of evidence reasonably satisfactory to Company of the
loss, theft, destruction, or mutilation of any Warrant or stock certificate and, in the case of any such loss, theft or destruction,
upon receipt of an indemnity reasonably satisfactory to Company, or in the case of any such mutilation upon surrender and cancellation
of such Warrant or stock certificate, Company at its expense will make and deliver a new Warrant or stock certificate, of like tenor,
in lieu of the lost, stolen, destroyed or mutilated Warrant or stock certificate. If at any time the electronic original of this Warrant
is rejected by any person (including, but not limited to, paying or escrow agents) or any person fails to comply with the terms of this
Warrant based on being presented to such person as an electronic record or a printout hereof, or any signature hereto being in electronic
form, Company shall, promptly upon Holder’s request and without indemnity, execute and deliver to Holder, in lieu of the electronic
original version of this Warrant, a new warrant of like tenor and amount in paper form with original ink signatures; provided that the
second, third, fourth, fifth and sixth sentences of Section 19 (Counterparts; Facsimile; Electronic Signatures) will be deleted from
such new warrant.


 


16.           Fractional
Shares. No fractional shares shall be issued upon exercise of this Warrant. Company shall, in lieu of issuing any fractional share,
pay the holder entitled to such fraction a sum in cash equal to such fraction multiplied by the then effective Stock Purchase Price.





    -8-


     


    

17.           Representations
of Holder. With respect to this Warrant, Holder represents and warrants to Company as follows:


 


17.1       Experience.
It is experienced in evaluating and investing in companies engaged in businesses similar to that of Company; it understands that
investment in this Warrant involves substantial risks; it has made detailed inquiries concerning Company, its business and services,
its officers and its personnel; the officers of Company have made available to Holder any and all written information it has requested;
the officers of Company have answered to Holder’s satisfaction all inquiries made by it; in making this investment it has relied
upon information made available to it by Company; and it has such knowledge and experience in financial and business matters that it
is capable of evaluating the merits and risks of investment in Company and it is able to bear the economic risk of that investment.


 


17.2       Investment.
It is acquiring this Warrant for investment for its own account and not with a view to, or for resale in connection with, any distribution
thereof. It understands that this Warrant and the shares of Common Stock issuable upon exercise of this Warrant, have not been registered
under the Securities Act, nor qualified under applicable state securities laws.


 


17.3       Rule
144. It acknowledges that this Warrant and the Common Stock issuable upon exercise of this Warrant must be held indefinitely unless
they are subsequently registered under the Securities Act or an exemption from such registration is available. It has been advised or
is aware of the provisions of Rule 144 promulgated under the Securities Act.


 


17.4       Access
to Data. It has had an opportunity to discuss Company’s business, management and financial affairs with Company’s management
and has had the opportunity to inspect Company’s facilities.


 


17.5       Accredited
Investor. It is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.


 


18.          Additional
Representations and Covenants of Company. Company hereby represents, warrants and agrees as follows:


 


18.1       Corporate
Power. Company has all requisite corporate power and corporate authority to issue this Warrant and to carry out and perform its obligations
hereunder.


 


18.2       Authorization.
All corporate action on the part of Company, its directors and stockholders necessary for the authorization, execution, delivery
and performance by Company of this Warrant has been taken. This Warrant is a valid and binding obligation of Company, enforceable in
accordance with its terms.


 


18.3       Offering.
Subject in part to the truth and accuracy of Holder’s representations set forth in Section 17 hereof, the offer, issuance and
sale of this Warrant is, and the Common Stock issuable upon exercise of this Warrant will be, exempt from the registration requirements
of the Securities Act, and are exempt from the qualification requirements of any applicable state securities laws; and neither Company
nor anyone acting on its behalf will take any action hereafter that would cause the loss of such exemptions.


 


18.4       Listing;
Stock Issuance. Company shall secure and maintain the listing of the Common Stock or other securities issuable upon exercise of this
Warrant, upon each securities exchange or over-the-counter market upon which securities of the same class or series issued by Company
are listed, if any. Upon exercise of this Warrant, Company will cause the issuance of the shares of Common Stock purchased pursuant to
the exercise to be issued in book-entry form in the names of Holder, its nominees or assignees, as appropriate at the time of such exercise.


 


18.5       Charter
Documents. Company has provided Holder with true and complete copies of Company’s Charter, By-Laws, and each Certificate of
Designation or other charter document setting, forth any rights, preferences and privileges of Company’s capital stock, each as
amended and in effect on the date of issuance of this Warrant.





    -9-


     


    

18.6       Rule
144 Compliance.Company shall, at all times prior to the earliest to occur of (x) the date of sale or other disposition by Holder
of this Warrant or all shares of Common Stock issuable upon exercise of this Warrant, (y) the registration pursuant to Section 9 above
of the shares issuable upon exercise of this Warrant, or (z) the expiration or earlier termination of this Warrant if the Warrant has
not been exercised in full or in part on such date, use all commercially reasonable efforts to timely file all reports required under
the 1934 Act and otherwise timely take all actions necessary to permit the Holder to sell or otherwise dispose of this Warrant and the
shares of Common Stock issued on exercise hereof pursuant to Rule 144 promulgated under the Act as amended and in effect from time to
time. If the Holder proposes to sell Common Stock issuable upon the exercise of this Agreement in compliance with Rule 144, then, upon
Holder’s written request to the Company, the Company shall furnish to the Holder, within five (5) business days after receipt of
such request, a written statement confirming the Company’s compliance with the filing and other requirements of such rule.


 


19.           Counterparts;
Facsimile; Electronic Signatures. This Warrant may be executed by one or more of the parties hereto in any number of separate counterparts,
all of which together shall constitute one and the same instrument. Holder’s execution and delivery of Holder’s counterpart
signature page to this Warrant via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal
ESIGN Act of 2000, e.g., www.docusign.com) shall constitute Holder’s effective execution and delivery of this Warrant and agreement
to and acceptance of the terms hereof for all purposes. The fact that this Warrant is executed, signed, stored or delivered electronically
shall not prevent the transfer by any Holder of this Warrant pursuant to Section 2 or the enforcement of the terms hereof. The electronic
original of this Warrant, and any copies hereof, shall NOT be deemed to be a “certificated security” within the meaning of
Section 8102(a)(4) of the California Commercial Code. Physical possession of the original of this Warrant or any paper copy thereof shall
confer no special status to the bearer thereof. In no event shall an original ink-signed paper copy of this Warrant be required for any
exercise of Holder’s rights hereunder, nor shall this Warrant or any physical copy hereof be required to by physically surrendered
at the time of any exercise hereof.


 


[Remainder
of this page intentionally left blank; signature page follows]





    -10-


     


    

[Signature
Page to Warrant]


 


IN
WITNESS WHEREOF, Company has caused this Warrant to be duly executed by its officer, thereunto duly authorized as of the date of issuance
set forth on the first page hereof.


 


	BIOVIE
    INC.	 
	By:	 	 
	Name:  	Cuong
    Do	 
	Title:	CEO
    & President	 





     


     


    

[Signature
Page to Warrant]


 


	AGREED
    AND ACCEPTED:	 
	 	 	 
	HOLDER:	 
	 	 	 
	[______________________________]	 
	 	 	 
	By:	[______________________________]	 
	Its:	General
    Partner	 
	 	 	 
	By:	_____________________________	 
	Name:  	[______________________________]	 
	Title:	Authorized
    Signatory	 




     


     


    


FORM
OF SUBSCRIPTION


 


(To
be signed only upon exercise of Warrant)


 


To:BIOVIE
INC.


 


		o	The
                                            undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise the
                                            purchase right represented by such Warrant for, and to purchase thereunder, (1) ________________
                                            (_____) shares1 (the “Shares”) of Stock of BioVie Inc. and
                                            herewith makes payment of _____________ Dollars ($________) therefor, and requests that the
                                            certificates for such shares be issued in the name of, and delivered to, _________, whose
                                            address is ___________.



 


		o	The
                                            undersigned hereby elects to convert ______ percent (__%) of the value of the Warrant pursuant
                                            to the provisions of Section 1(b) of the Warrant.



 


The
undersigned acknowledges that it has reviewed the representations and warranties contained in Section 17 of this Warrant and by its signature
below hereby makes such representations and warranties to Company.


 


	 	Dated	 	 
	 	 	 	 
	 	Holder:	 	 
	 	 	 	 
	 	By:	 	 
	 	 	 	 
	 	Its:	 	 
	 	 	 	 
	 	 	 	 
	 	(Address)	 
	 	 	 	 
	 	 	 	

                                                                            




 



 



		1	Insert here the number of shares called for on the face of the
Warrant (or, in the case of a partial exercise, the portion thereof as to which the Warrant is being exercised), in either case without
making any adjustment for additional Common Stock or any other stock or other securities or property or cash which, pursuant to the adjustment
provisions of the Warrant, may be issuable upon exercise.




     


     


    

ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned, the holder of the within Warrant, hereby sells, assigns and transfers all of the rights of the undersigned
under the within Warrant, with respect to the number of shares of Common Stock covered thereby set forth herein below, unto:


 


	Name
    of Assignee	Address	No.
    of Shares


  


 


	 	Dated	 	 
	 	 	 	 
	 	Holder:	 	 
	 	 	 	 
	 	By:	 	 
	 	 	 	 
	 	Its:	 	 






     


     


    

EXHIBIT
“A”


 


[On
letterhead of Company]


 


Reference
is hereby made to that certain Warrant dated November 30, 2021 issued by BIOVIE INC. a Nevada corporation (the “Company”),
to [______________________________], a Delaware limited partnership (the “Holder”).


 


[IF
APPLICABLE] The Warrant provides that the actual number and type of shares of Company’s capital stock issuable upon exercise of the Warrant
and the initial exercise price per share are to be determined by reference to one or more events or conditions subsequent to the issuance
of the Warrant. Such events or conditions have now occurred or lapsed, and Company wishes to confirm the actual number of shares issuable
and the initial exercise price. The provisions of this Supplement to Warrant are incorporated into the Warrant by this reference, and
shall control the interpretation and exercise of the Warrant.


 


[IF
APPLICABLE] Notice is hereby given pursuant to Section 4.5 of the Warrant that the following adjustment(s) have been made to the Warrant:
[describe adjustments, setting forth details regarding method of calculation and facts upon which calculation is based].


 


This
certifies that Holder is entitled to purchase from Company __________________________, at the Holder’s option, either (i) (____________)
fully paid and nonassessable shares of Company’s _________ Stock at a price of _________________________ Dollars ($__________)
per share or (ii) (____________) fully paid and nonassessable shares of Company’s _________ Stock at a price of _________________________
Dollars ($__________) per share. The applicable Stock Purchase Price and the number of shares purchasable under the Warrant remain subject
to adjustment as provided in Section 4 of the Warrant.


 


Executed
this ___ day of ________________, 20___.


 


	 	BIOVIE
    INC.	 
	 	 	 	 
	 	By:	 	 
	 	 	 	 
	 	Name:  	 	 
	 	 	 	 
	 	Title: