As filed with the Securities and Exchange Commission on July 3, 2025.

Registration Statement No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BioVie Inc.

(Exact name of registrant as specifiedin its charter)

680 W Nye Lane Suite 201

Carson City, NV 89703

(775) 888-3162

(Address, including zip code, andtelephone number, including area code, of registrant’s principal executive offices)

Cuong Do

Chief Executive Officer

c/o BioVie Inc.

680 W Nye Lane Suite 201

Carson City, NV 89703

(775) 888-3162

(Name, address, including zip code,and telephone number,

including area code, of agent forservice)

Copies to:

Approximate date of commencement of proposedsale to the public: From time to time after this registration statement becomes effective.

If any of the securities being registered on thisForm are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:☒

If this Form is filed to register additional securitiesfor an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filedpursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filedpursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrantis a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this RegistrationStatement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment whichspecifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the SecuritiesAct or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuantto said Section 8(a), may determine.

The information contained in this preliminaryprospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securitiesand Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting anoffer to buy these securities in any state where the offer or sale is not permitted.

1,456,310Units, Each Consisting of One Share of Class A Common Stock and One Warrant to Purchase One Share of Class A Common Stock

1,456,310Pre-Funded Units, Each Consisting of One Pre-Funded Warrant to Purchase One Share of Class A Common Stock and One Warrant to PurchaseOne Share of Class A Common Stock

1,456,310Shares of Class A Common Stock Underlying the Warrants

1,456,310Shares of Class A Common Stock Underlying the Pre-Funded Warrants

BioVie Inc.

We are offering 1,456,310 units (“Units”)in a firm commitment underwritten offering, with each Unit consisting of (i) one share of Class A Common Stock, par value $0.0001 pershare (the “Common Stock”), and (ii) one warrant to purchase one share of Common Stock (“Warrant”) at an assumedpublic offering price of $10.30 per Unit, the last reported sale price of our Common Stock as reported on The Nasdaq Capital Market (“Nasdaq”)on June 26, 2025. The actual public offering price per Unit will be determined between us and the underwriters at the time of pricingand may be at a discount to this assumed offering price. Therefore, the assumed public offering price used throughout this prospectusmay not be indicative of the actual public offering price.

We are also offering 1,456,310 pre-fundedunits (the “Pre-funded Units”), with each Pre-funded Unit consisting of (i) one pre-funded warrant (“Pre-funded Warrant”)to purchase one share of our Common Stock and (ii) one Warrant to purchase one share of Common Stock, to those purchasers whose purchaseof Units in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficiallyowning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of Common Stock immediately following theconsummation of this offering. The purchase price of each Pre-funded Unit is equal to the price per Unit being sold to the public in thisoffering, minus $0.0001.

Each Warrant will entitle the holder to purchaseone share of Common Stock at an exercise price of $12.875 (representing 125% of the assumed public offering price of $10.30 per Unit,the last reported sale price of our Common Stock as reported on Nasdaq on June 26, 2025) and expire five (5) years from dateof issuance. Each Pre-funded Warrant will be immediately exercisable and may be exercised at any time until all of the Pre-funded Warrantsare exercised in full. For each Pre-funded Unit we sell, the number of Units that we are offering will be decreased on a one-for-one basis.

The CommonStock and Pre-funded Warrants, as the case may be, and the accompanying Warrants, can only be purchased together in this offering butwill be issued separately and will be immediately separable upon issuance. Pursuant to the registration statement of which this prospectusforms a part, we are also registering the shares of Common Stock issuable upon exercise of the Warrants and Pre-funded Warrants includedin the Units and Pre-funded Units offered hereby.

Our shares of Common Stock are listed on Nasdaqunder the symbol “BIVI.” On July 1, 2025, the last reported sales price of our Common Stock on Nasdaq was $0.931 pershare. There is no established trading market for the Pre-funded Warrants or Warrants. We intend to apply to list the Warrants on Nasdaqunder the symbol “BIVIW”. We cannot guarantee that the Warrants will be approved for listing on Nasdaq. We do not intend tolist the Pre-funded Warrants on any securities exchange or nationally recognized trading system and do not expect a trading market todevelop for the Pre-funded Warrants.

At a special meeting of the Company’s stockholdersheld on June 23, 2025, the Company’s stockholders approved a proposal to grant the Board of Directors of the Company (the “Board”)authority, in its sole discretion, prior to the one-year anniversary of such special meeting, to effect a reverse stock split of the outstandingshares of Common Stock, at a ratio between 1-for-5 and 1-for-10. On June 26, 2025, pursuant to the authority granted by the Company’sstockholders, the Board approved a reverse stock split of our Common Stock at a ratio of 1-for-10 (the “Reverse Stock Split”). TheReverse Stock Split will become effective at 12:01 a.m. Eastern Time on July 7, 2025, prior to the effectiveness of the registration statementof which this prospectus forms a part. Other than our historical financial statements and notes thereto incorporated by reference herein,and except where otherwise noted, all references to our Common Stock presented in this prospectus have been adjusted to give retroactiveeffect to the Reverse Stock Split.

Investing in our Common Stock involves a high degree of risk. See “RiskFactors” beginning on page 9.

Neither the Securities and Exchange Commissionnor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.

We have granted a 45-day option to the underwritersto purchase up to 218,447 additional shares of Common Stock and/or up to 218,447 additional Pre-funded Warrants and/or up to 218,447additional Warrants, or any combination thereof, solely to cover over-allotments, if any.

The underwriters expect to deliver the sharesto purchasers on or about                , 2025.

ThinkEquity

The date of this prospectus is                ,2025

Table of Contents

ABOUT THIS PROSPECTUS

The registration statement we filed with the Securitiesand Exchange Commission (the “SEC”) includes exhibits that provide more detail of the matters discussed in this prospectus.You should read this prospectus, the related exhibits filed with the SEC, and the documents incorporated by reference herein before makingyour investment decision. You should rely only on the information provided in this prospectus and the documents incorporated by referenceherein or any amendment thereto. You should not assume that the information contained in this prospectus or any related free writing prospectusis accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated byreference herein is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectusor any related free writing prospectus is delivered, or securities are sold, on a later date. This prospectus contains or incorporatesby reference summaries of certain provisions contained in some of the documents described herein, but reference is made to the actualdocuments for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of thedocuments referred to herein have been or will be filed or have been or will be incorporated by reference as exhibits to the registrationstatement of which this prospectus forms a part, and you may obtain copies of those documents as described in this prospectus supplementunder the heading “Where You Can Find More Information.”

You shouldrely only on the information that we have included or incorporated by reference in this prospectus and any related free writing prospectusthat we may authorize to be provided to you. Neither we, nor the underwriters, have authorized any dealer, salesman or other person togive any information or to make any representation other than those contained or incorporated by reference in this prospectus or any relatedfree writing prospectus that we may authorize to be provided to you. You must not rely upon any information or representation not containedor incorporated by reference in this prospectus or any related free writing prospectus. This prospectus and any related free writing prospectusdo not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to whichthey relate, nor does this prospectus or any related free writing prospectus constitute an offer to sell or the solicitation of an offerto buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

At a special meeting of the Company’s stockholdersheld on June 23, 2025, the Company’s stockholders approved a proposal to grant the Board authority, in its sole discretion, priorto the one-year anniversary of such special meeting, to effect a reverse stock split of the outstanding shares of Common Stock, at a ratiobetween 1-for-5 and 1-for-10. On June 26, 2025, pursuant to the authority granted by the Company’s stockholders, the Board approveda reverse stock split of our Common Stock at a ratio of 1-for-10. The Reverse Stock Split will become effective at 12:01 a.m. EasternTime on July 7, 2025, prior to the effectiveness of the registration statement of which this prospectus forms a part. Other than our historicalfinancial statements and notes thereto incorporated by reference herein, and except where otherwise noted, all references to our CommonStock presented in this prospectus have been adjusted to give retroactive effect to the Reverse Stock Split.

For investors outside the United States (“U.S.”):We and the underwriters have not done anything that would permit this offering or the possession or distribution of this prospectus inany jurisdiction where action for those purposes is required, other than in the U.S. Persons outside the U.S. who come into possessionof this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distributionof this prospectus outside of the U.S.

References to the “Company,” “BioVie,”“we,” “us,” “our” and similar terms in this prospectus are to BioVie Inc. and its consolidated subsidiaries,unless the context otherwise requires. This document includes trade names and trademarks of other companies. All such trade names andtrademarks appearing in this document are the property of their respective holders.

Risk Factors

Investing in shares of our Common Stock involvesa high degree of risk. Before deciding whether to invest in shares of our Common Stock, you should consider carefully the risks and uncertaintiesdiscussed under the sections titled “Risk Factors” contained in our most recent Annual Report on Form 10-K and in our mostrecent Quarterly Report on Form 10-Q, as well as any amendments thereto reflected in our subsequent filings with the SEC, which are incorporatedby reference into this prospectus, together with other information in this prospectus, the documents incorporated by reference herein,and any prospectus supplement and any free writing prospectus that we may authorize. Please also read carefully the section titled “CautionaryNote Regarding Forward-Looking Statements.”

Risks Relating to this Offering and Our CommonStock

You may experience immediate and substantialdilution in the net tangible book value per share of our Common Stock you purchase in this offering.

The public offering price per Unit in this offering may exceed theas adjusted net tangible book value per share of our Common Stock outstanding prior to this offering. After giving effect to the saleby us of the Units at an assumed public offering price of $10.30 per Unit, and after underwriter fees and estimated offering expensespayable by us and assuming full exercise of the Pre-Funded Warrants, you will experience immediate dilution of $(0.20) per share, representingthe difference between our as adjusted net tangible book value per share as of March 31, 2025 after giving effect to this offering andthe assumed public offering price. The exercise of outstanding warrants and stock options may also result in further dilution of yourinvestment. See the section entitled “Dilution” on page 21 for a more detailed illustration of the dilution you may incurif you participate in this offering.

Our management will have broad discretionover the use of the net proceeds from this offering, may invest or spend the proceeds raised in this offering in ways with which you maynot agree and the proceeds may not yield a significant return.

Our management will have broad discretion overthe use of proceeds from this offering. We currently intend to use the net proceeds of this offering as described in the section entitled“Use of Proceeds.” However, our management will have broad discretion in the application of the net proceeds from this offeringand could use them for purposes other than those contemplated at the time of this offering. Accordingly, you are relying on the judgmentof our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision,to assess whether the proceeds will be used appropriately. The failure by management to apply these funds effectively could result infinancial losses that could have a material adverse effect on our business, cause the price of our Common Stock to decline, and delaythe development of our product candidates. Pending their use, we may invest the net proceeds from this offering in short-term, interest-bearinginstruments. These investments may not yield a favorable return, or any return, to us or our stockholders.

Our stock price is and may continueto be volatile and you may not be able to resell our Common Stock at or above the price you paid.

The market price for our Common Stock is volatileand may fluctuate significantly in response to a number of factors, many of which we cannot control, such as quarterly fluctuations infinancial results, the timing and our ability to advance the development of our product candidates or changes in securities analysts’recommendations could cause the price of our stock to fluctuate substantially. In addition, stock markets generally have recently experiencedvolatility. Our stock price is likely to experience significant volatility in the future. The price of our Common Stock may decline andthe value of any investment in our Common Stock may be reduced regardless of our performance. Further, the daily trading volume of ourCommon Stock has historically been relatively low. As a result of the historically low volume, our shareholders may be unable to sellsignificant quantities of Common Stock in the public trading markets without a significant reduction in the price of our shares of CommonStock. Each of these factors, among others, could harm your investment in our Common Stock and could result in your being unable to resellthe shares of our Common Stock that you purchase at a price equal to or above the price you paid.

In the past, when the market price of a stockhas been volatile, holders of that stock have sometimes instituted securities class action litigation against the issuer. If any of ourstockholders were to bring such a lawsuit against us, we could incur substantial costs defending the lawsuit and the attention of ourmanagement would be diverted from the operation of our business.

Nasdaq may seekto delist our Common Stock if it concludes this offering does not qualify as a public offering as defined under Nasdaq’s stockholderapproval rule.

The continued listingof our Common Stock on Nasdaq depends on our compliance with the requirements for continued listing under the Nasdaq Marketplace Rules,including, but not limited to, Market Place Rule 5635, or the stockholder approval rule. The stockholder approval rule prohibits the issuanceof shares of our Common Stock (or derivatives) in excess of 20% of our outstanding shares of our Common Stock without stockholder approval,unless those shares are sold at a price that equals or exceeds the “minimum price”, as defined in the stockholder approvalrule, or in what Nasdaq deems a “public offering” as defined in the stockholder approval rule (a “Public Offering”).The securities sold in this offering may be sold at a significant discount to the “minimum price” as defined in the stockholderapproval rule, and we do not intend to obtain the approval of our stockholders for the issuance of the securities in this offering. Accordingly,we have sought to conduct, and plan to continue to conduct, this offering as a Public Offering as defined in the stockholder approvalrule, which is a qualitative analysis based on several factors as determined by Nasdaq, including by broadly marketing and offering thesesecurities in a firm commitment underwritten offering registered under the Securities Act of 1933, as amended (the “Securities Act”).Demand for the securities sold by us in this offering, and the actual public offering price for these securities, will be determined followinga broad public marketing effort over several trading days, and final distribution of these securities will ultimately be determined bythe underwriters. Nasdaq has also published guidance that an offering of securities that are “deeply discounted” to the “minimumprice” (for example a discount of 50% or more) will typically preclude a determination that the offering qualifies as Public Offeringfor purposes of the stockholder approval rule. We cannot assure you that Nasdaq will determine that this offering will be deemed a PublicOffering under the stockholder approval rule. If Nasdaq determines that this offering was not conducted in compliance with the stockholderapproval rule, Nasdaq may cite a deficiency and move to delist our securities from Nasdaq. Upon a delisting from Nasdaq, our stock wouldlikely be traded in the over-the-counter inter-dealer quotation system, more commonly known as the “OTC.” OTC transactionsinvolve risks in addition to those associated with transactions in securities traded on the securities exchanges, such as Nasdaq, or,together, Exchange-listed stocks. Many OTC stocks trade less frequently and in smaller volumes than exchange-listed stocks. Accordingly,our stock would be less liquid than it would be otherwise. Also, the prices of OTC stocks are often more volatile than Exchange-listedstocks. Additionally, institutional investors are usually prohibited from investing in OTC stocks, and it might be more challenging toraise capital when needed.

We do not intend to pay dividendson our Common Stock, so any returns will be limited to the value of our Common Stock.

We currently anticipate that we will retain anyfuture earnings to finance the continued development, operation and expansion of our business. As a result, we do not anticipate declaringor paying any cash dividends or other distributions in the foreseeable future. If we do not pay dividends, our Common Stock may be lessvaluable because stockholders must rely on sales of their Common Stock after price appreciation, which may never occur, to realize anygains on their investment.

You may experience future dilutionas a result of future equity offerings or if we issue shares subject to options, warrants, stock awards or other arrangements.

In order to raise additional capital, we may inthe future offer additional shares of our Common Stock or other securities convertible into or exchangeable for our Common Stock in anyother offering at a price per share that is less than the current market price of our securities, and investors purchasing shares or othersecurities in the future could have rights superior to existing stockholders. The sale of additional shares of our Common Stock or othersecurities convertible into or exchangeable for our Common Stock would dilute all of our stockholders, and if such sales of convertiblesecurities into or exchangeable into our Common Stock occur at a deemed issuance price that is lower than the current exercise price ofour outstanding warrants sold to Acuitas Group Holdings, LLC (“Acuitas”) in August 2022 (the “Acuitas Warrants”),the exercise price for those warrants would adjust downward to the deemed issuance price pursuant to price adjustment protection containedwithin those warrants.

As of June 30, 2025, there were warrants outstandingto purchase an aggregate of 960,098 shares of our Common Stock at exercise prices ranging from $13.70 to $1,250.00 per share, 84,872 sharesissuable upon exercise of outstanding options at exercise prices ranging from $19.00 to $4,209.00 per share and restricted stock unitstotaling 7,212. We may also grant additional options, warrants or equity awards. To the extent such shares are issued, the interest ofholders of our Common Stock will be diluted.

Moreover, we are obligated to issue shares ofour Common Stock upon achievement of certain clinical, regulatory and commercial milestones with respect to certain of our drug candidates(i.e., bezisterim (NE3107), NE3291, NE3413, and NE3789) pursuant to the asset purchase agreement, dated April 27, 2021, by and among theCompany, NeurMedix and Acuitas, as amended on May 9, 2021. The achievement of these milestones could result in the issuance of up to 1.8million shares of our Common Stock, further diluting the interest of holders of our Common Stock.

We may, in the future, issue additionalCommon Stock, which would reduce investors’ percent of ownership and may dilute our share value.

As of June 30, 2025, our Articles of Incorporation,as amended, authorize the issuance of 800,000,000 shares of Common Stock, and we had 1,862,922 shares of our Common Stock issued and 1,860,086shares of our Common Stock issued and outstanding. Accordingly, we may issue up to an additional 798,137,078 shares of Common Stock. Thefuture issuance of Common Stock may result in substantial dilution in the percentage of our Common Stock held by our then existing stockholders.We may value any Common Stock in the future on an arbitrary basis. The issuance of Common Stock for future services or acquisitions orother corporate actions may have the effect of diluting the value of the shares held by our investors, might have an adverse effect onany trading market for our Common Stock and could impair our ability to raise capital in the future through the sale of equity securities.

There is a limited trading marketfor our Common Stock, which could make it difficult to liquidate an investment in our Common Stock, in a timely manner.

Our Common Stock is currently traded on Nasdaq.Because there is a limited public market for our Common Stock, investors may not be able to liquidate their investment whenever desired.We cannot assure that there will be an active trading market for our Common Stock and the lack of an active public trading market couldmean that investors may be exposed to increased risk. In addition, if we failed to meet the criteria set forth in the regulations of theSEC, various requirements would be imposed by law on broker dealers who sell our securities to persons other than established customersand accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling our Common Stock, whichmay further affect its liquidity.

There is no established public trading marketfor the Pre-funded Warrants or Warrants being offered in this offering, and we do not expect a market to develop for the Pre-funded Warrantsor Warrants.

There is no established public trading marketfor the Pre-funded Warrants or Warrants being offered and sold in this offering, and we do not expect a market to develop. In addition,we do not intend to apply to list the Pre-funded Warrants or Warrants on any national securities exchange or other nationally recognizedtrading system. Without an active market, the liquidity of the Pre-funded Warrants or Warrants will be limited. Further, the existenceof the Pre-funded Warrants or Warrants may act to reduce both the trading volume and the trading price of our Common Stock.

The Pre-funded Warrants or Warrants arespeculative in nature.

Except as otherwise provided in the Pre-fundedWarrants or Warrants, until holders of Pre-funded Warrants or Warrants acquire our Common Stock upon exercise of the Pre-funded Warrantsor Warrants, holders of Pre-funded Warrants and Warrants will have no rights with respect to our Common Stock underlying such Pre-fundedWarrants and Warrants. Upon exercise of the Pre-funded Warrants or Warrants, the holders will be entitled to exercise the rights of astockholder of our Common Stock only as to matters for which the record date occurs after the exercise date.

Moreover, following this offering, the marketvalue of the Pre-funded Warrants and Warrants is uncertain. There can be no assurance that the market price of our Common Stock will everequal or exceed the price of the Pre-funded Warrants or Warrants, and, consequently, whether it will ever be profitable for investorsto exercise their Pre-funded Warrants or Warrants.

We will not, in the case of the Pre-fundedWarrants, and may not, in the case of the Warrants, receive any meaningful additional funds upon the exercise of the Pre-funded Warrantsor Warrants.

Each Pre-funded Warrant and each Warrantwill be exercisable until it is fully exercised and by means of payment of the nominal cash purchase price upon exercise or$      cash purchase price upon exercise, respectively, or through a “cashless exercise”procedure. Accordingly, we will not, in the case of the Pre-funded Warrants, and may not, in the case of the Warrants, receive anymeaningful additional funds upon the exercise of the Pre-funded Warrants or Warrants.

If we do not maintain a current and effectiveprospectus relating to our Common Stock issuable upon exercise of the Pre-funded Warrants or the Warrants, holders will only be able toexercise such Pre-funded Warrants or the Warrants on a “cashless basis.”

If we do not maintain a current and effectiveprospectus relating to the shares of our Common Stock issuable upon exercise of the Pre-funded Warrants or the Warrants at the time thatholders wish to exercise such warrants, they will only be able to exercise them on a “cashless basis,” and under no circumstanceswould we be required to make any cash payments or net cash settle such warrants to the holders. As a result, the number of shares of ourCommon Stock that holders will receive upon exercise of the Pre-funded Warrants or the Warrants will be fewer than it would have beenhad such holders exercised their Pre-funded Warrants or the Warrants for cash. If we are unable to maintain a current and effective prospectus,the potential “upside” of the holder’s investment in our company may be reduced.

Significant holders or beneficial holdersof shares of our Common Stock may not be permitted to exercise the Pre-funded Warrants that they hold.

A holder of the Pre-funded Warrants will not beentitled to exercise any portion of any Pre-funded Warrant that, upon giving effect to such exercise, would cause: (i) the aggregate numberof shares of our Common Stock beneficially owned by such holder (together with its affiliates) to exceed 4.99% (or 9.99% at the electionof the holder) of the number of shares of our Common Stock immediately after giving effect to the exercise; or (ii) the combined votingpower of our securities beneficially owned by such holder (together with its affiliates) to exceed 4.99% (or 9.99% at the election ofthe holder) of the combined voting power of all of our securities outstanding immediately after giving effect to the exercise, as suchpercentage ownership is determined in accordance with the terms of the Pre-funded Warrants. As a result, you may not be able to exerciseyour Pre-funded Warrants for shares of our Common Stock at a time when it would be financially beneficial for you to do so. In such acircumstance, you could seek to sell your Pre-funded Warrants to realize value, but you may be unable to do so in the absence of an establishedtrading market and due to applicable transfer restrictions.

Since the Warrants and Pre-funded Warrantsare executory contracts, they may have no value in a bankruptcy or reorganization proceeding.

In the event a bankruptcy or reorganization proceedingis commenced by or against us, a bankruptcy court may hold that any unexercised Warrants and Pre-funded Warrants, as applicable, are executorycontracts that are subject to rejection by us with the approval of the bankruptcy court. As a result, holders of the Warrants and Pre-fundedWarrants, as applicable, may, even if we have sufficient funds, not be entitled to receive any consideration for their Warrants and Pre-fundedWarrants, as applicable, or may receive an amount less than they would be entitled to if they had exercised their Warrants and Pre-fundedWarrants, as applicable, prior to the commencement of any such bankruptcy or reorganization proceeding.

The Reverse Stock Split  couldcause our stock price to decline relative to its value before the split and decrease the liquidity of shares of our Common Stock.

At a special meeting of the Company’s stockholdersheld on June 23, 2025, the Company’s stockholders approved a proposal to grant the Board authority, in its sole discretion, priorto the one-year anniversary of such special meeting, to effect a reverse stock split of the outstanding shares of Common Stock, at a ratiobetween 1-for-5 and 1-for-10. On June 26, 2025, pursuant to the authority granted by the Company’s stockholders, the Board approveda reverse stock split of our Common Stock at a ratio of 1-for-10. The Reverse Stock Split will become effective at 12:01 a.m. EasternTime on July 7, 2025, prior to the effectiveness of the registration statement of which this prospectus forms a part. There is no assurancethat the Reverse Stock Split will not cause an actual decline in the value of our outstanding Common Stock. The liquidity ofthe shares of our Common Stock may be affected adversely by the Reverse Stock Split given the reduced number of shares thatwill be outstanding following the reverse stock split, especially if the market price of our Common Stock does not increase as aresult of the Reverse Stock Split. In addition, the Reverse Stock Split may increase the number of stockholders who ownodd lots (less than 100 shares) of our Common Stock, creating the potential for such stockholders to experience an increase in the costof selling their shares and greater difficulty effecting such sales.

Any failure to maintain effective internalcontrol over financial reporting could harm us.

Our management is responsible for establishingand maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordancewith U.S. generally accepted accounting principles. Under standards established by the Public Company Accounting Oversight Board (“PCAOB”),a deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management orpersonnel, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. The PCAOBdefines a material weakness as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that thereis a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented, or detectedand corrected, on a timely basis.

If we are unable to assert that our internal controlover financial reporting is effective, or when required in the future, if our independent registered public accounting firm is unableto express an unqualified opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidencein the accuracy and completeness of our financial reports, the market price of our Common Stock could be adversely affected and we couldbecome subject to litigation or investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities,which could require additional financial and management resources.

The lack of public company experience ofour management team could adversely impact our ability to comply with the reporting requirements of U.S. securities laws, which couldhave a materially adverse effect on our business.

Our officers have limited public company experience,which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Suchresponsibilities include complying with federal securities laws and making required disclosures on a timely basis. Any such deficiencies,weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of theExchange Act, which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability tocontinue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our Company.

We are considered a smaller reporting companythat is exempt from certain disclosure requirements, which could make our stock less attractive to potential investors.

Rule 12b-2 of the Exchange Act defines a “smallerreporting company” as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parentthat is not a smaller reporting company and that:

As a “smaller reporting company” weare not required and may not include a Compensation Discussion and Analysis section in our proxy statements; we provide only 3 years ofbusiness development information; and have other “scaled” disclosure requirements that are less comprehensive than issuersthat are not “smaller reporting companies” which could make our stock less attractive to potential investors, which couldmake it more difficult for you to sell your shares.

We are subject to the periodic reportingrequirements of the Exchange Act, which require us to incur audit fees and legal fees in connection with the preparation of such reports.These additional costs will negatively affect our ability to earn a profit.

We are required to file periodic reports withthe SEC pursuant to the Exchange Act and the rules and regulations thereunder. In order to comply with such requirements, our independentregistered auditors have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis.Moreover, our legal counsel has to review and assist in the preparation of such reports. Factors such as the number and type of transactionsthat we engage in and the complexity of our reports cannot accurately be determined at this time and may have a major negative effecton the cost and amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs is an expense to our operationsand thus has a negative effect on our ability to meet our overhead requirements and earn a profit.

Because we do not intend to pay any cashdividends on our Common Stock, our stockholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to financethe development and expansion of our business. We do not anticipate paying any cash dividends on our Common Stock in the foreseeable future.Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurancethat stockholders will be able to sell shares when desired.

We are authorized to issue “blankcheck” preferred stock without stockholder approval, which could adversely impact the rights of holders of our securities.

Our Articles of Incorporation authorize us toissue up to 10,000,000 shares of blank check preferred stock. Any preferred stock that we issue in the future may rank ahead of our CommonStock in terms of dividend priority or liquidation premiums and may have greater voting rights than our Common Stock. Any preferred stockissued may contain provisions allowing those shares to be converted into shares of Common Stock, which could dilute the value of our CommonStock to current stockholders and could adversely affect the market price, if any, of our Common Stock. The preferred stock could be utilized,under certain circumstances, as a method of discouraging, delaying, or preventing a change in control of our company. Although we haveno present intention to issue any shares of our authorized preferred stock, there can be no assurance that we will not do so in the future.

Provisions in our Articles of Incorporation,our Bylaws, and Nevada law might discourage, delay or prevent a change in control of our company or changes in our management and, therefore,depress the trading price of our Common Stock.

Provisions of our Articles of Incorporation, ourBylaws, and Nevada law may have the effect of deterring unsolicited takeovers or delaying or preventing a change in control of our companyor changes in our management, including transactions in which our stockholders might otherwise receive a premium for their shares overthen current market prices. In addition, these provisions may limit the ability of stockholders to approve transactions that they maydeem to be in their best interests. These provisions include:

The existence of the forgoing provisions and anti-takeovermeasures could limit the price that investors might be willing to pay in the future for shares of our Common Stock. They could also deterpotential acquirers of our company, thereby reducing the likelihood that you could receive a premium for your Common Stock in an acquisition.

Cautionary NoteRegarding Forward-Looking Statements

This prospectus and the documents incorporatedby reference into this prospectus contain “forward-looking statements” within the meaning of Section 27A of the SecuritiesAct of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that relate to future events or our futurefinancial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels ofactivity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressedor implied by these forward-looking statements. Such forward-looking statements concern our anticipated results and progress of our operationsin future periods, planned exploration and, if warranted, development of our properties, plans related to our business and other mattersthat may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results,estimates of amounts not yet determinable and assumptions of management. All statements contained herein that are not clearly historicalin nature are forward-looking, and the words “anticipate,” “believe,” “expect,” “estimate,”“may,” “will,” “could,” “leading,” “intend,” “contemplate,” “shall”and similar expressions are generally intended to identify forward-looking statements. Forward-looking statements are subject to a varietyof known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressedor implied by the forward-looking statements. The section in this Prospectus entitled “Risk Factors” and the sections in ourperiodic reports, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 (the “2024 Form 10-K”)entitled “Business,” and in the 2024 Form 10-K and our Quarterly Reports on Form 10-Q for the quarterly periods ended September30, 2024, December 31, 2024 and March 31, 2025 entitled “Risk Factors” and “Management’s Discussion and Analysisof Financial Condition and Results of Operations,” as well as other sections in this prospectus and the documents or reports incorporatedby reference into this prospectus, discuss some of the factors that could contribute to these differences. Forward-looking statementsin this prospectus and the documents incorporated by reference herein include, but are not limited to, statements with respect to:

The foregoing does not represent an exhaustivelist of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with. The factorsset forth above under “Risk Factors” and other cautionary statements made in this prospectus should be read and understoodas being applicable to all related forward-looking statements wherever they appear in this prospectus. The forward-looking statementscontained in this prospectus represent our judgment as of the date of this prospectus. We caution readers not to place undue relianceon such statements. You should read this prospectus and the documents that we have filed as exhibits to this prospectus and incorporatedby reference herein completely and with the understanding that our actual future results may be materially different from the plans, intentionsand expectations disclosed in the forward-looking statements we make. Except as required by law, we undertake no obligation to updatepublicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualifiedin their entirety by the cautionary statements contained above and throughout this prospectus.

Use of Proceeds

We estimate that the net proceeds from this offeringwill be approximately $13.5 million, or approximately $15.6 million if the underwriters exercise their over-allotment option in full,based on an assumed public offering price of $10.30 per Unit, which was the closing price of shares of our Common Stock on Nasdaq on June26, 2025, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, assuming nosale of the Pre-funded Units.

We intend to use the net proceeds from this offering for working capitaland general corporate purposes. This may include, but is not limited to, capital expenditures, research and development expenditures andacquisitions of new technologies or businesses.

A $1.00 increase (decrease) in the assumed publicoffering price of $10.30 per Unit, which was the closing price of our common stock on Nasdaq on June 26, 2025, would increase (decrease)the net proceeds from this offering by approximately $1.4 million, assuming that the number of Units offered by us, as set forthon the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimatedoffering expenses payable by us. An increase (decrease) of 50,000 Units in the number of Units offered by us, as set forth on thecover page of this prospectus, would increase (decrease) the net proceeds from this offering by approximately $0.48 million, assumingno change in the assumed public offering price per Unit and after deducting estimated underwriting discounts and commissions and estimatedoffering expenses payable by us.

Although we have identified some potential usesof the net proceeds to be received from this offering, we cannot specify these uses with certainty. The allocations of the proceeds ofthis offering presented above constitute the current estimates of our management and are based on our current plans, assumptions madewith respect to the industry in which we currently or, in the future, expect to operate, general economic conditions and our future revenueand expenditure estimates. Our management will have broad discretion in the application of the net proceeds from this offering and coulduse them for purposes other than those contemplated at the time of this offering. Our stockholders may not agree with the manner in whichour management chooses to allocate and spend the net proceeds. Moreover, our management may use the net proceeds for corporate purposesthat may not positively impact our results of operations or increase the market value of our securities.

Dividend Policy

We have never declared or paid dividends on ourCommon Stock and we do not anticipate paying any cash dividends on our Common Stock in the foreseeable future. Payment of cash dividends,if any, in the future will be at the discretion of our board of directors and will depend on applicable law and then-existing conditions,including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factorsour board of directors may deem relevant. We currently intend to retain all available funds and any future earnings to fund the developmentand growth of our business.

CAPITALIZATION

The following table sets forth our capitalization asof March 31, 2025 as follows:

You should read this table together with “Management’sDiscussion and Analysis of Financial Condition and Results of Operations,” as well as our financial statements and related notesand the other financial information appearing in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024 and our QuarterlyReports on Form 10-Q for the quarters ended September 30, 2024, December 31, 2024 and March 31, 2025, which are incorporated by referencein this prospectus.

The as adjusted information discussed above is illustrative only andwill be based on the actual public offering price and other terms of this offering determined at pricing. The number of shares of ourCommon Stock to be outstanding after this offering is based on 1,851,738 shares of our Common Stock outstanding as of March 31, 2025,and excludes:

Dilution

If you invest in shares of our Common Stock inthis offering, your interest will be diluted to the extent of the difference between the assumed public offering price per share of CommonStock and the net tangible book value per share of Common Stock immediately after this offering.

The net tangible book value of our Common Stockas of March 31, 2025 was approximately $21.2 million, or approximately $11.46 per share. The net tangible book value per share of ourCommon Stock represents our total tangible assets (total assets less intangible assets) less total liabilities divided by the number ofshares of Common Stock outstanding as of that date.

After giving effect to the issuance by us in thisoffering of 1,456,310 Units at an assumed public offering price of $10.30 per Unit (the last reported sale price of our Common Stockon Nasdaq on June 26, 2025) after deducting estimated underwriting discounts and commissions and estimated offering expenses, ouras adjusted net tangible book value as of March 31, 2025 would have been approximately $34.7 million, or approximately $10.50 pershare. This represents an immediate decrease in net tangible book value of approximately $0.97 per share to our existing stockholders,and an immediate dilution in as adjusted net tangible book value of approximately $(0.20) per share to new investors purchasing Unitsin this offering. Dilution per share to new investors is determined by subtracting as adjusted net tangible book value per share as ofMarch 31, 2025 after giving effect to this offering from the public offering price per Unit paid by new investors.

The following table illustrates this per sharedilution:

A $1.00 increase in theassumed public offering price of $10.30 per Unit, which was the closing price of our common stock on Nasdaq on June 26, 2025, would increaseour as adjusted net tangible book value after this offering to approximately $10.92 per share and would increase the dilution to new investorspurchasing Units in this offering to approximately $0.38 per share, assuming that the number of Units offered by us, as set forth on thecover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offeringexpenses. A $1.00 decrease in the assumed public offering price of $10.30 per Unit, which was the closing price of our common stock onNasdaq on June 26, 2025, would decrease our as adjusted net tangible book value after this offering to approximately $10.02 per shareand would decrease the dilution to new investors purchasing Units in this offering to approximately $(0.72) per share, assuming that thenumber of Units offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwritingdiscounts and commissions and estimated offering expenses.

If the underwriters exercisetheir overallotment option in full, the as adjusted net tangible book value as of March 31, 2025, after giving effect to this offering,would have been approximately $37.0 million, or approximately $10.48 per share. This represents a decrease in net tangible book valueof approximately $0.98 per share to our existing stockholders and dilution in as adjusted net tangible book value of approximately $(0.18)per share to new investors purchasing Units in this offering.

The number of shares of our Common Stock to beoutstanding after this offering is based on 1,851,738 shares of our Common Stock outstanding as of March 31, 2025, and excludes:

To the extent that outstanding exercisable optionsor warrants are exercised, you may experience further dilution.

In addition, we may choose to raise additionalcapital due to market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operatingplans. To the extent that we raise additional capital by issuing equity securities or convertible debt, your ownership will be furtherdiluted.

Principal Stockholders

Based solely upon information made available to us, the following tablesets forth information as of June 30, 2025 regarding the beneficial ownership of our Common Stock by:

The percentage ownership information shown inthe table is based upon 1,860,086 shares of Common Stock outstanding as of June 30, 2025.

Beneficial ownership is determined in accordancewith the rules of the SEC and includes voting or investment power with respect to the securities. Except as otherwise indicated, eachperson or entity named in the table has sole voting and investment power with respect to all shares of our capital shown as beneficiallyowned, subject to applicable community property laws.

In computing the number and percentage of sharesbeneficially owned by a person as of a particular date, shares that may be acquired by such person (for example, upon the exercise ofoptions or warrants) within 60 days of such date are counted as outstanding, while these shares are not counted as outstanding for computingthe percentage ownership of any other person.

The address of each holder listed below, exceptas otherwise indicated, is c/o BioVie Inc., 680 W Nye Lane, Suite 201, Carson City, Nevada 89703.

Description ofSecurities

The followingdescription is a summary of some of the terms of our securities, our organizational documents and Nevada law. The descriptions in thisprospectus of our securities and our organizational documents do not purport to be complete and are subject to, and qualified in theirentirety by reference to, our organizational documents, copies of which have been filed as exhibits to this prospectus.

General

As of June 30, 2025, our authorized capital stockconsists of 800,000,000 shares of Class A Common Stock, par value $0.0001 per share (the “Common Stock”), of which 1,862,922were issued and 1,860,086 shares were outstanding; and 10,000,000 shares of preferred stock, par value $0.001 per share, none of whichwere issued and outstanding. The authorized and unissued shares of Common Stock and preferred stock are available for issuance withoutfurther action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange on which our securitiesmay be listed. Unless approval of our stockholders is so required, our board of directors will not seek stockholder approval for the issuanceand sale of our Common Stock.

CommonStock

Each holder of Common Stock is entitled to onevote for each share of Common Stock held on all matters submitted to a vote of the stockholders, including the election of directors.Our Articles of Incorporation and Bylaws do not provide for cumulative voting rights. Subject to preferences that may be applicable toany then outstanding preferred stock, the holders of our outstanding shares of Common Stock are entitled to receive dividends, if any,as may be declared from time to time by our board of directors out of legally available funds. In the event of our liquidation, dissolutionor winding up, holders of Common Stock will be entitled to share ratably in the net assets legally available for distribution to stockholdersafter the payment of all of our debts and other liabilities, subject to the satisfaction of any liquidation preference granted to theholders of any outstanding shares of preferred stock. Holders of our Common Stock have no preemptive, conversion or subscription rights,and there are no redemption or sinking fund provisions applicable to the Common Stock. The rights, preferences and privileges of the holdersof Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stockthat we may designate and issue in the future. All of our outstanding shares of Common Stock are fully paid and nonassessable.

Our Common Stock is listed on Nasdaq under thesymbol “BIVI.” The transfer agent and registrar for our Common Stock is West Coast Stock Transfer, Inc., Encinitas, California.

Pre-funded Warrants

The following summary of certain terms and provisionsof the Pre-funded Warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the provisionsof the Pre-funded Warrant, the form of which will be filed as an exhibit to the registration statement of which this prospectus form apart. Prospective investors should carefully review the terms and provisions of the form of Pre-funded Warrant for a complete descriptionof the terms and conditions of the Pre-funded Warrants.

Term 

The Pre-funded Warrants will not expire untilthey are fully exercised.

Exercisability 

The Pre-funded Warrants are exercisable at anytime until they are fully exercised. The Pre-funded Warrants will be exercisable, at the option of each holder, in whole or in part bydelivering to us a duly executed exercise notice and payment of the exercise price. No fractional shares of our Common Stock will be issuedin connection with the exercise of a Pre-funded Warrant. The holder of the Pre-funded Warrant may also satisfy its obligation to pay theexercise price through a “cashless exercise,” in which the holder receives the net value of the Pre-funded Warrants in sharesof our Common Stock determined according to the formula set forth in the Pre-funded Warrant.

Exercise Limitations 

Under the terms of the Pre-funded Warrants, theCompany may not effect the exercise of any such warrant, and a holder will not be entitled to exercise any portion of any such warrant,if, upon giving effect to such exercise, the aggregate number of shares of our Common Stock beneficially owned by the holder (togetherwith its affiliates, any other persons acting as a group together with the holder or any of the holder’s affiliates, and any otherpersons whose beneficial ownership of our Common Stock would or could be aggregated with the holder’s for purposes of Section 13(d)or Section 16 of the Exchange Act) would exceed 4.99% of the number of shares of our Common Stock outstanding immediately after givingeffect to the exercise, as such percentage ownership is determined in accordance with the terms of such warrant, which percentage maybe increased or decreased at the holder’s election upon 61 days’ notice to the Company subject to the terms of such warrants, providedthat such percentage may in no event exceed 9.99%.

Exercise Price 

The exercise price of our shares of our CommonStock purchasable upon the exercise of the Pre-funded Warrants is $0.0001 per share. The exercise price of the Pre-funded Warrants andthe number of shares of our Common Stock issuable upon exercise of the Pre-funded Warrants is subject to appropriate adjustment in theevent of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting ourshares of Common Stock, as well as upon any distribution of assets, including cash, stock or other property, to our stockholders.

Transferability 

Subject to applicable laws, the Pre-funded Warrantsmay be offered for sale, sold, transferred or assigned without our consent.

Exchange Listing 

We do not intend to list the Pre-funded Warrantson Nasdaq, any other national securities exchange or any other nationally recognized trading system.

Fundamental Transactions 

Upon the consummation of a fundamental transaction(as described in the Pre-funded Warrants, and generally including any reorganization, recapitalization or reclassification of our sharesof Common Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation ormerger with or into another person, the acquisition of more than 50% of our outstanding shares of Common Stock, or any person or groupbecoming the beneficial owner of 50% of the voting power of our outstanding shares of Common Stock), the holders of the Pre-funded Warrantswill be entitled to receive, upon exercise of the Pre-funded Warrants, the kind and amount of securities, cash or other property thatsuch holders would have received had they exercised the Pre-funded Warrants immediately prior to such fundamental transaction, withoutregard to any limitations on exercise contained in the Pre-funded Warrants. Notwithstanding the foregoing, in the event of a fundamentaltransaction where the consideration consists solely of cash, solely of marketable securities or a combination of cash and marketable securities,then each Pre-funded Warrants shall automatically be deemed to be exercised in full in a cashless exercise effective immediately priorto and contingent upon the consummation of such fundamental transaction.

No Rights as a Stockholder 

Except by virtue of such holder’s ownershipof shares of Common Stock, the holder of a Pre-funded Warrant does not have the rights or privileges of a holder of our shares of CommonStock, including any voting rights, until such holder exercises the Pre-funded Warrant.

Warrants

The following summary of certain terms and provisionsof Warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the Warrants,the form of which will be filed as an exhibit to the registration statement of which this prospectus form a part. Prospective investorsshould carefully review the terms and provisions of the form of Warrant for a complete description of the terms and conditions of theWarrants.

Term

The Warrants will be immediately exercisable and will expire on thefifth (5^th) anniversary of the original issuance date. The exercise price and number of shares of Common Stock issuable uponexercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affectingour Common Stock and the exercise price. The Warrants will be issued separately from the shares of Common Stock and Pre-funded Warrantsand may be transferred separately immediately thereafter.

Exercisability

The Warrants will be exercisable, at the optionof each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the numberof shares of our Common Stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (togetherwith its affiliates) may not exercise any portion of any Warrant to the extent that the holder would own more than 4.99% of the outstandingCommon Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increasethe amount of ownership of outstanding Common Stock after exercising the holder’s Warrants up to 9.99% of the number of shares ofour Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordancewith the terms of the Warrants. No fractional shares of our Common Stock will be issued in connection with the exercise of a Warrant.In lieu of fractional shares, we will round up to the next whole share.

Cashless Exercise

If, at the time a holder exercises its Warrants,a registration statement registering the issuance of the shares of our Common Stock underlying the Warrants under the Securities Act isnot then effective or available and an exemption from registration under the Securities Act is not available for the issuance of suchshares, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregateexercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of ourCommon Stock determined according to a formula set forth in the Warrants.

Exercise Price

Each Warrant offered hereby will have an initialexercise price per share equal to $      .

Warrant Agent

Pursuant to a warrant agent agreement between us and West Coast StockTransfer, Inc., as warrant agent, the Warrants will be issued in book-entry form and shall initially be represented only by one or moreglobal warrants deposited with the warrant agent, as custodian on behalf of The Depository Trust Company (“DTC”), and registeredin the name of Cede & Co., a nominee of DTC, or as otherwise directed by DTC.

Transferability

Subject to applicable laws, a Warrant may be transferredat the option of the holder upon surrender of the Common Warrant to us together with the appropriate instruments of transfer.

Exchange Listing

There is no established trading market for theWarrants. We intend to apply to list the Warrants on Nasdaq under the symbol “BIVIW”. We cannot guarantee that the Warrantswill be approved for listing on Nasdaq. The warrant agent will be West Coast Stock Transfer, Inc., Encinitas, California.

No Rights as a Stockholder

Except as otherwise provided in the Warrants orby virtue of such holder’s ownership of shares of our Common Stock, the holders of the Warrants do not have the rights or privilegesof holders of our Common Stock, including any voting rights, until they exercise their Warrants.

Anti-Takeover Effects of Nevada Law

Business Combinations

The “business combination” provisionsof Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes (“NRS”) generally prohibit a Nevada corporation withat least 200 stockholders from engaging in various “combination” transactions with any interested stockholder for a periodof two years after the date of the transaction in which the person became an interested stockholder, unless the transaction is approvedby the board of directors prior to the date the interested stockholder obtained such status or the combination is approved by the boardof directors and thereafter is approved at a meeting of the stockholders by the affirmative vote of stockholders representing at least60% of the outstanding voting power held by disinterested stockholders, such prohibition extends beyond the expiration of the two-yearperiod, unless:

A “combination” is generally definedto include mergers or consolidations or any sale, lease exchange, mortgage, pledge, transfer, or other disposition, in one transactionor a series of transactions, with an “interested stockholder” having: (a) an aggregate market value equal to 5% or more ofthe aggregate market value of the assets of the corporation, (b) an aggregate market value equal to 5% or more of the aggregate marketvalue of all outstanding shares of the corporation, (c) 10% or more of the earning power or net income of the corporation, and (d) certainother transactions with an interested stockholder or an affiliate or associate of an interested stockholder.

In general, an “interested stockholder”is a person who, together with affiliates and associates, owns (or within two years, did own) 10% or more of a corporation’s votingstock. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attemptsto acquire our Company even though such a transaction may offer our stockholders the opportunity to sell their stock at a price abovethe prevailing market price.

Control Share Acquisitions

The “control share” provisions ofSections 78.378 to 78.3793, inclusive, of the NRS apply to “issuing corporations” that are Nevada corporations with at least200 stockholders, including at least 100 stockholders of record who are Nevada residents, and that conduct business directly or indirectlyin Nevada. The control share statute prohibits an acquirer, under certain circumstances, from voting its shares of a target corporation’sstock after crossing certain ownership threshold percentages, unless the acquirer obtains approval of the target corporation’s disinterestedstockholders. The statute specifies three thresholds: one-fifth or more but less than one-third, one-third but less than a majority, anda majority or more, of the outstanding voting power. Generally, once an acquirer crosses one of the above thresholds, those shares inan offer or acquisition and acquired within 90 days thereof become “control shares” and such control shares are deprived ofthe right to vote until disinterested stockholders restore the right. These provisions also provide that if control shares are accordedfull voting rights and the acquiring person has acquired a majority or more of all voting power, all other stockholders who do not votein favor of authorizing voting rights to the control shares are entitled to demand payment for the fair value of their shares in accordancewith statutory procedures established for dissenters’ rights.

A corporation may elect to not be governed by,or “opt out” of, the control share provisions by making an election in its articles of incorporation or bylaws, provided thatthe opt-out election must be in place on the 10^th day following the date an acquiring person has acquired a controlling interest,that is, crossing any of the three thresholds described above. We have not opted out of the control share statutes, and will be subjectto these statutes if we are an “issuing corporation” as defined in such statutes.

The effect of the Nevada control share statutesis that the acquiring person, and those acting in association with the acquiring person, will obtain only such voting rights in the controlshares as are conferred by a resolution of the stockholders at an annual or special meeting. The Nevada control share law, if applicable,could have the effect of discouraging takeovers of our Company.

Anti-Takeover Effects of Our Articles ofIncorporation and Bylaws

Our Articles of Incorporation and Bylaws containcertain provisions that may have anti-takeover effects, making it more difficult for or preventing a third party from acquiring controlof us or changing our board of directors and management. According to our Articles of Incorporation and Bylaws, neither the holders ofour Common Stock nor the holders of any preferred stock we may issue in the future have cumulative voting rights in the election of ourdirectors. The combination of the present ownership by a few stockholders of a significant portion of our issued and outstanding CommonStock and lack of cumulative voting makes it more difficult for other stockholders to replace our board of directors or for a third partyto obtain control of us by replacing our board of directors.

Underwriting

We have entered into an underwriting agreementdated               , 2025 with ThinkEquity LLC, as the representativeof the underwriters (the “Representative”), with respect to the securities sold in this offering. Subject to the terms andconditions of the underwriting agreement, we have agreed to sell to the underwriters named below, and the underwriters have agreed, severallyand not jointly, to purchase from us the securities set forth opposite the underwriter’s name in the following table at the publicoffering price less the underwriting discounts set forth in the cover page of this prospectus:

The underwriters have committed to purchase allof the securities offered by us other than those covered by the over-allotment option described below, if they purchase any securities.The obligations of the underwriters may be terminated upon the occurrence of certain events specified in the underwriting agreement. Furthermore,pursuant to the underwriting agreement, the underwriters’ obligations are subject to customary conditions, representations and warrantiescontained in the underwriting agreement, such as receipt by the underwriters of officers’ certificates and legal opinions.

The underwriters are offering the securities,subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel and otherconditions contained in the underwriting agreement. The underwriters reserve the right to withdraw, cancel or modify offers to the publicand to reject orders in whole or in part.

We have agreed to indemnify the underwriters againstspecified liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required tomake in respect of those liabilities.

Over-Allotment Option

We have granted a 45-day option to the underwritersto purchase up to 218,447 additional shares of Common Stock and/or up to 218,447 additional Pre-funded Warrants and/or up to 218,447additional Warrants, or any combination thereof, solely to cover over-allotments, if any. The underwriters may exercise this option oneor more times in whole or in part for 45 days from the closing of this offering. If any of these additional securities are purchased,the underwriters will offer the additional securities on the same terms as those on which the Units and Pre-funded Units are being offered.

The over-allotment option purchase price to bepaid per additional share of Common Stock or Pre-funded Warrant by the underwriters shall be equal to the public offering price of oneUnit or one Pre-funded Unit, respectively, less $0.1 allocated to the Warrants and less the underwriting discount, and the purchase priceto be paid per additional Warrant shall be equal to $0.1, less the underwriting discount.

Underwriting Discount, Commissions and Expenses

Pursuant to the underwriting agreement, we willpay the underwriters, concurrently with the closing of this offering, a underwriting fee equal to 7% of the aggregate purchase price paidby each purchaser of securities that are placed in this offering (other than certain purchasers of Securities in this offering that areset forth on a schedule to the underwriting agreement (the “Excluded Purchasers”), which fee will be equal to 3% of the aggregatepurchase price paid by each Excluded Purchaser). We have also agreed to pay a non-accountable expense allowance to the Representativeequal to 1% of the gross proceeds received in this offering from purchasers other than the Excluded Purchasers.

The underwriters propose initially to offer theUnits and/or Pre-funded Units to the public at the public offering price set forth on the cover page of this prospectus and to dealersat that price less a concession not in excess of $           per Unit and $          per Pre-funded Unit. If all of the Units and/or Pre-funded Units offered by us are not sold at the public offering price, the underwritersmay change the public offering price and other selling terms by means of a supplement to this prospectus.

The following table shows the public offeringprice, underwriting discounts and proceeds, before expenses, to us. The information assumes either no exercise or full exercise by theunderwriters of their over-allotment option.

In addition, we will also pay the Representative(a) all filing fees and communication expenses relating to the securities to be sold in this offering with the SEC; (b) all filing feesand expenses associated with the review of this offering by FINRA; (c) all fees and expenses relating to the listing of the securitieson the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the NYSE or the NYSE American and on such otherstock exchanges as the Company and the underwriters together determine, including any fees charged by The Depository Trust Company (DTC)for new securities; (d) all fees, expenses and disbursements relating to the registration or qualification of such Shares under the “bluesky” securities laws of such states and other jurisdictions as the underwriters may reasonably designate; (e) all fees, expensesand disbursements relating to the registration, qualification or exemption of such Securities under the securities laws of such foreignjurisdictions as the Representative may reasonably designate; (f) the costs of all mailing and printing of the offering documents; (g)the costs of preparing, printing and delivering certificates representing the Offered Shares; (h) fees and expenses of the transfer agentfor the securities; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Representative;(j) the fees and expenses of the Company’s accountants; (k) the fees and expenses of the Company’s legal counsel and otheragents and representatives; (l) the fees and expenses of the underwriters’ legal counsel not to exceed $75,000; (m) the $15,000cost associated with the use of Ipreo’s book building, prospectus tracking and compliance software for this offering; and (n) upto $7,500 of the Representative’s market making and trading, and clearing firm settlement expenses for this offering. Such reimbursementshall be paid at each closing (to the extent not paid at a prior closing) from the gross proceeds of the Securities.

The Representative may also ask other FINRA memberbroker-dealers that are registered with the SEC to participate as soliciting dealers for this offering.

We have paid an expense deposit of $50,000 tothe Representative, which will be applied against the out-of-pocket accountable expenses that will be paid by us to the underwriters inconnection with this offering and will be reimbursed to us to the extent not actually incurred in compliance with FINRA Rule 5110(g)(4)(A).

Our total estimated expenses of the offering,including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding underwriting discountsand commissions and excluding the non-accountable expense allowance, are approximately $450,000.

Representative’s Warrants

Upon closing of this offering, we have agreedto issue the Representative warrants (“Representative’s Warrants”) to purchase up to 5% of the aggregate number of Unitsand Pre-funded Units sold. The Representative’s Warrants will be exercisable at an exercise price of $12.875 (representing 125%of the assumed public offering price of $10.30 per Unit, the last reported sale price of our Common Stock as reported on Nasdaq on June26, 2025). The Representative’s Warrants are immediately exercisable and will expire on the four- and one-half year anniversaryof the date that is 180 days from the commencement of sales of the securities issued in this offering.

The Representative’s Warrants have beendeemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(e)(1)(A) of FINRA. The Representative(or permitted assignees under Rule 5110(e)(2)) will not sell, transfer, assign, pledge, or hypothecate these warrants or the securitiesunderlying these warrants, nor will they engage in any hedging, short sale, derivative, put, or call transaction that would result inthe effective economic disposition of the warrants or the underlying securities for a period of 180 days following the commencement ofsales of the securities issued in this offering. In addition, the Representative’s Warrants provide for registration rights uponrequest, in certain cases. The sole demand registration right provided will not be greater than five years from the commencement of salesof the securities issued in this offering in compliance with FINRA Rule 5110(g)(8)(C). The piggyback registration rights provided willnot be greater than seven years from the commencement of sales of the securities issued in this offering in compliance with FINRA Rule5110(g)(8)(D). We will bear all fees and expenses attendant to registering the securities issuable on exercise of the warrants other thanunderwriting commissions incurred and payable by the holders. The exercise price and number of shares issuable upon exercise of the Representative’sWarrants may be adjusted in certain circumstances including in the event of a stock dividend or our recapitalization, reorganization,merger or consolidation. However, the Representative’s Warrant exercise price or underlying shares will not be adjusted for issuancesof shares of our Common Stock at a price below the warrant exercise price.

Lock-Up Agreements

We have agreed that, for a period of three monthsfrom the closing of the offering, we will not (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchaseany option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly orindirectly, any shares of capital stock of our Company or any securities convertible into or exercisable or exchangeable for shares ofcapital stock of our Company; (b) file or caused to be filed any registration statement with the SEC relating to the offering of any sharesof capital stock of our Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of our Company;(c) complete any offering of debt securities of our Company, other than entering into a line of credit with a traditional bank or (d)enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownershipof capital stock of our Company, whether any such transaction described in clause (a), (b), (c) or (d) above is to be settled by deliveryof shares of capital stock of our Company or such other securities, in cash or otherwise, subject to certain exceptions.

Moreover, pursuant to “lock-up” agreements,our executive officers, directors and certain of our stockholders have agreed for a period of three months from the date of this prospectus,subject to customary exceptions, without the prior written consent of the Representative, not to, directly or indirectly (a) offer, sell,agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, encumber,assign, borrow or otherwise dispose of any shares of Common Stock, any warrant or option to purchase such shares or any other of our securitiesor of any other entity that is convertible into, or exercisable or exchangeable for, shares of our Common Stock or any other of our equitysecurities (each a “Relevant Security” and collectively, “Relevant Securities”), in each case owned beneficiallyowned by them or otherwise publicly disclose the intention to do so, or (b) establish or increase any “put equivalent position”or liquidate or decrease any “call equivalent position” with respect to any Relevant Security (in each case within the meaningof Section 16 of the Exchange Act with respect to any Relevant Security or otherwise enter into any swap, derivative or other transactionor arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether ornot such transaction is to be settled by the delivery of Relevant Securities, other securities, cash or other consideration, or otherwisepublicly disclose the intention to do so.

Right of First Refusal

We have granted the Representative an irrevocableright of first refusal (the “Right of First Refusal”), for a period of 12 months after the closing of this offering, to act,except as set forth below, as sole investment banker, sole book-runner and/or sole placement agent, at the Representative’s solediscretion, for each and every future public and private equity offering that is not an “at-the-market” offering (an “ATM”)(an ATM executed through a broker dealer as sales agent), and sole investment banker, sole book-runner and/or sole placement agent, atthe Representative’s sole discretion, for each and every future debt offering (such future public and private equity offering, a“Future Transaction”), including all equity linked financings, during such twelve (12) month period for the Company, or anysuccessor to or any subsidiary of the Company, on reasonable and customary terms, provided a Future Transaction shall not be deemed toinclude, and no Right of First Refusal is granted to the Representative in connection with, any of the following: (a) any equity securitiesdirectly issued by the Company pursuant to acquisitions or strategic transactions, including as part of any grant funding from a thirdparty, or (b) any offer or sale of equity securities by the Company directly to non-U.S. persons domiciled in the following jurisdictions:China, Korea, Latin America excluding Caribbean and the Cayman Islands) and Middle East, in each case, in a private placement not otherwiseinvolving a public offering. The Representative may elect, in its sole and absolute discretion, not to exercise its Right of First Refusalwith respect to any Future Transaction; provided that any such election by the Representative shall not adversely affect the Representative'sRight of First Refusal with respect to any other Future Transaction during the twelve (12) month period agreed to above.

Discretionary Accounts

The underwriters do not intend to confirm salesof the Units and/or Pre-funded Units offered hereby to any accounts over which they have discretionary authority.

Electronic Distribution

This prospectus in electronic format may be madeavailable on websites or through other online services maintained by one or more of the underwriters, or by their affiliates. Other thanthis prospectus in electronic format, the information on any underwriter’s website and any information contained in any other websitemaintained by an underwriter is not part of this prospectus, has not been approved and/or endorsed by us or any underwriter in its capacityas underwriter, and should not be relied upon by investors.

Nasdaq Capital Market Listing

Our Common Stock is listed on Nasdaq under thesymbol “BIVI”. We intend to apply to list the Warrants on Nasdaq under the symbol “BIVIW”. We cannot guaranteethat the Warrants will be approved for listing on Nasdaq. We do not intend to list the Pre-funded Warrants on any securities exchangeor nationally recognized trading system and do not expect a trading market to develop for the Pre-funded Warrants.

Stabilization

In connection with this offering, the underwritersmay engage in stabilizing transactions, over-allotment transactions, syndicate-covering transactions, penalty bids, and purchases to coverpositions created by short sales.

These stabilizing transactions, over-allotmenttransactions, syndicate covering transactions, and penalty bids may have the effect of raising or maintaining the market price of oursecurities or preventing or retarding a decline in the market price of our securities. As a result, the price of our securities in theopen market may be higher than it would otherwise be in the absence of these transactions. Neither we nor the underwriters make any representationor prediction as to the effect that the transactions described above may have on the price of our securities. These transactions may beaffected on The Nasdaq Capital Market, in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.

Passive Market Making

In connection with this offering, underwritersand selling group members may engage in passive market making transactions in our securities on The Nasdaq Capital Market in accordancewith Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or sales of the securities andextending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highestindependent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, then that bidmust then be lowered when specified purchase limits are exceeded.

Other Relationships

From time to time, the underwriters and/or itsaffiliates may in the future provide, various investment banking and other financial services for us for which they may receive customaryfees. In the course of their businesses, the placement and their affiliates may actively trade our securities or loans for their own accountor for the accounts of customers, and, accordingly, the underwriters and their affiliates may at any time hold long or short positionsin such securities or loans. Except for services provided in connection with this offering and described below, the underwriters havenot provided any investment banking or other financial services to us during the 180-day period preceding the date of this offering circular.

Selling Restrictions

Other than in the United States, no action hasbeen taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdictionwhere action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly,nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securitiesbe distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules andregulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observeany restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sellor a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitationis unlawful.

European Economic Area

In relation to each member state of the EuropeanEconomic Area that has implemented the Prospectus Directive (each, a relevant member state), with effect from and including the date onwhich the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of securitiesdescribed in this prospectus may not be made to the public in that relevant member state other than:

For purposes of this provision, the expressionan “offer of securities to the public” in any relevant member state means the communication in any form and by any means ofsufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase orsubscribe for the securities, as the expression may be varied in that member state by any measure implementing the Prospectus Directivein that member state, and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, includingthe 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measurein the relevant member state. The expression 2010 PD Amending Directive means Directive 2010/73/EU.

The sellers of the securities have not authorizedand do not authorize the making of any offer of securities through any financial intermediary on their behalf, other than offers madeby the underwriters with a view to the final placement of the securities as contemplated in this prospectus. Accordingly, no purchaserof the securities, other than the underwriters, is authorized to make any further offer of the securities on behalf of the sellers orthe underwriters.

United Kingdom

This prospectus is only being distributed to,and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the ProspectusDirective that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated,falling within Article 49(2)(a) to (d) of the Order (each such person being referred to as a “relevant person”). This prospectusand its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipientsto any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on thisdocument or any of its contents.

Switzerland

The securities may not be publicly offered inSwitzerland and will not be listed on the SIX Swiss Exchange (the “SIX”) or on any other stock exchange or regulated tradingfacility in Switzerland. This document does not constitute a prospectus within the meaning of and has been prepared without regard tothe disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standardsfor listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated tradingfacility in Switzerland. Neither this document nor any other offering or marketing material relating to the securities or the offeringmay be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering ormarketing material relating to the offering, the Company, the securities have been or will be filed with or approved by any Swiss regulatoryauthority. In particular, this document will not be filed with, and the offer of securities will not be supervised by, the Swiss FinancialMarket Supervisory Authority FINMA (the “FINMA”), and the offer of securities has not been and will not be authorized underthe Swiss Federal Act on Collective Investment Schemes (the “CISA”). The investor protection afforded to acquirers of interestsin collective investment schemes under the CISA does not extend to acquirers of securities.

Canada

The securities may be sold only to purchaserspurchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 ProspectusExemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance withan exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces orterritories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto)contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limitprescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicableprovisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult witha legal advisor.

Israel

The securities offered by this prospectus havenot been approved or disapproved by the Israeli Securities Authority (the “ISA”), nor have such securities been registeredfor sale in Israel. The securities may not be offered or sold, directly or indirectly, to the public in Israel, absent the publicationof a prospectus. The ISA has not issued permits, approvals or licenses in connection with the offering or publishing the prospectus; norhas it authenticated the details included herein, confirmed their reliability or completeness, or rendered an opinion as to the qualityof the securities being offered. Any resale in Israel, directly or indirectly, to the public of the securities offered by this prospectusis subject to restrictions on transferability and must be effected only in compliance with the Israeli securities laws and regulations.

United Arab Emirates

Neither this document nor the securities havebeen approved, disapproved or passed on in any way by the Central Bank of the United Arab Emirates or any other governmental authorityin the United Arab Emirates, nor has the Company received authorization or licensing from the Central Bank of the United Arab Emiratesor any other governmental authority in the United Arab Emirates to market or sell the securities within the United Arab Emirates. Thisdocument does not constitute and may not be used for the purpose of an offer or invitation. No services relating to the securities, includingthe receipt of applications and/or the allotment or redemption of such securities, may be rendered within the United Arab Emirates bythe Company.

No offer or invitation to subscribe for securitiesis valid or permitted in the Dubai International Financial Centre.

Singapore

This prospectus has not been registered as a prospectuswith the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offeror sale, or invitation for subscription or purchase, of our securities may not be circulated or distributed, nor may the securities beoffered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singaporeother than (i) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the“SFA”)) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant toSection 275(1) of the SFA, or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 ofthe SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each casesubject to conditions set forth in the SFA.

Where our securities are subscribed or purchasedunder Section 275 by a relevant person which is a corporation (which is not an accredited investor as defined in Section 4A of the SFA)the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whomis an accredited investor, the securities or securities-based derivatives contracts (each as defined in Section 2(1) of the SFA) of thatcorporation shall not be transferable for six months after that corporation has acquired our securities under Section 275 except: (a)to an institutional investor under Section 274 of the SFA or to a relevant person, (b) where such transfer arises from an offer in thatcorporation’s securities pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in Section 275of the SFA; (c) where no consideration is or will be given for the transfer; (d) where such transfer is by operation of law; or (e) asspecified in Section 276(7) of the SFA.

Where the securities are subscribed or purchasedunder Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’rights and interest (howsoever described) in that trust shall not be transferable for six months after that trust has acquired the securitiesunder Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, (2) wheresuch transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less thanS$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchangeof securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operationof law, or (5) as specified in Section 276(7) of the SFA.

Hong Kong

Our securities may not be offered or sold by meansof any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance(Cap.32, Laws of Hong Kong), (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571,Laws of Hong Kong) and any rules made thereunder or (iii) in other circumstances which do not result in the document being a “prospectus”within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to thesecurities may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere),which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to doso under the laws of Hong Kong) other than with respect to the securities which are or are intended to be disposed of only to personsoutside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571,Laws of Hong Kong) and any rules made thereunder.

Australia

This prospectus is not a disclosure document underChapter 6D of the Australian Corporations Act, has not been lodged with the Australian Securities and Investments Commission and doesnot purport to include the information required of a disclosure document under Chapter 6D of the Australian Corporations Act. Accordingly,(i) the offer of the securities under this prospectus is only made to persons to whom it is lawful to offer the securities without disclosureunder Chapter 6D of the Australian Corporations Act under one or more exemptions set out in section 708 of the Australian CorporationsAct, (ii) this prospectus is made available in Australia only to those persons as set forth in clause (i) above, and (iii) the offereemust be sent a notice stating in substance that by accepting this offer, the offeree represents that the offeree is such a person as setforth in clause (i) above, and, unless permitted under the Australian Corporations Act, agrees not to sell or offer for sale within Australiaany of the securities sold to the offeree within 12 months after its transfer to the offeree under this prospectus.

Japan

The securities have not been and will not be registeredunder Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as amended (the “FIEL”),pursuant to an exemption from the registration requirements applicable to a private placement of securities to Qualified InstitutionalInvestors (as defined in and in accordance with Article 2, paragraph 3 of the FIEL and the regulations promulgated thereunder). Accordingly,the securities may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan otherthan Qualified Institutional Investors. Any Qualified Institutional Investor who acquires securities may not resell them to any personin Japan that is not a Qualified Institutional Investor, and acquisition by any such person of securities is conditional upon the executionof an agreement to that effect.

People’s Republic of China

The information in this document does not constitutea public offer of the securities, whether by way of sale or subscription, in the People’s Republic of China (excluding, for purposesof this paragraph, Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan). The securities may not beoffered or sold directly or indirectly in the PRC to legal or natural persons other than directly to “qualified domestic institutionalinvestors.”

Legal Matters

McGuireWoods LLP is acting as our counsel regardingsecurities law matters. The validity of the shares of Common Stock offered hereby will be passed upon for us by Fennemore Craig, P.C.Certain legal matters related to this offering will be passed upon for the underwriters by Sheppard, Mullin, Richter & Hampton LLP.

Experts

The balance sheets of BioVie Inc. as of June 30,2024 and 2023, and the related statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flowsfor each of the years then ended, have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in theirreport which is incorporated by reference, which report includes an explanatory paragraph about the existence of substantial doubt concerningthe Company’s ability to continue as a going concern. Such financial statements have been incorporated by reference in relianceon the report of such firm given upon their authority as experts in accounting and auditing.

Where You Can FindMore Information

We have filed with the SEC a registration statementon Form S-1 under the Securities Act with respect to the securities offered by this prospectus. This prospectus, which constitutes a partof the registration statement, does not contain all of the information set forth in the registration statement, some of which is containedin exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect tous and our securities, we refer you to the registration statement, including the exhibits filed as a part of the registration statement.Statements contained in this prospectus concerning the contents of any contract or any other document is not necessarily complete. Ifa contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document thathas been filed. Each statement is this prospectus relating to a contract or document filed as an exhibit is qualified in all respectsby the filed exhibit. The SEC maintains an Internet website that contains reports, proxy statements and other information about issuers,like us, that file electronically with the SEC. The address of that website is www.sec.gov.

We are subject to the information and reportingrequirements of the Securities Exchange Act of 1934, as amended, and, in accordance with this law, file periodic reports, proxy statementsand other information with the SEC. These periodic reports, proxy statements and other information are available on the website of theSEC referred to above. We maintain a website at https://bioviepharma.com/. Information found on, or accessible through, our website isnot a part of, and is not incorporated into, this prospectus, and you should not consider it part of this prospectus.

Incorporation ofDocuments by Reference

The SEC allows us to incorporate by referencethe information we file with it, which means that we can disclose important information to you by referring you to another document thatwe have filed separately with the SEC. You should read the information incorporated by reference because it is an important part of thisprospectus. Information in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the dateof this prospectus, while information that we file later with the SEC will automatically update and supersede the information in thisprospectus. We incorporate by reference into this prospectus and the registration statement of which this prospectus is a part the informationor documents listed below that we have filed with the SEC (Commission File No. 001-39015):

We also incorporate by reference any future filings(other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to suchitems unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of theExchange Act, including those made after the date of the initial filing of the registration statement of which this prospectus is a partand prior to effectiveness of such registration statement, until we file a post-effective amendment that indicates the termination ofthis offering and will become a part of this prospectus from the date that such documents are filed with the SEC. Information in suchfuture filings updates and supplements the information provided in this prospectus. Any statements in any such future filings will automaticallybe deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to beincorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements.

We will furnish without charge to each person,including any beneficial owner, to whom a prospectus is delivered, upon written or oral request, a copy of any or all of the documentsincorporated by reference into this prospectus but not delivered with this prospectus, including exhibits that are specifically incorporatedby reference into such documents. You should direct any requests for documents to BioVie Inc., Attention: Corporate Secretary, 680 W NyeLane, Suite 201, Carson City, Nevada 89703. Our phone number is (775) 888-3162.

You may also access these documents, free of chargeon the SEC’s website at www.sec.gov or on our website at https://bioviepharma.com. Information contained on our website isnot incorporated by reference into this prospectus, and you should not consider any information on, or that can be accessed from, ourwebsite as part of this prospectus or any accompanying prospectus supplement.

You should rely only on information containedin, or incorporated by reference into, this prospectus and any prospectus supplement. We have not authorized anyone to provide you withinformation different from that contained in this prospectus or incorporated by reference into this prospectus. We are not making offersto sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making suchoffer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.

1,456,310 Units, EachConsisting of One Share of Class A Common Stock and One Warrant to Purchase One Share of Class A Common Stock

1,456,310 Pre-FundedUnits, Each Consisting of One Pre-Funded Warrant to Purchase One Share of Class A Common Stock and One Warrant to Purchase One Share ofClass A Common Stock

1,456,310 Shares ofClass A Common Stock Underlying the Warrants

1,456,310 Shares ofClass A Common Stock Underlying the Pre-Funded Warrants

BioVie Inc.

ThinkEquity

            , 2025

Part II

Information not requiredin prospectus

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth various expensesbeing borne by the Company in connection with the sale and distribution of the securities being registered. All of the amounts shown areestimates except for the Securities and Exchange Commission Registration Fee.

Discounts, concessions, commissions andsimilar selling expenses attributable to the sale of shares of Common Stock covered by this prospectus will be borne by the Selling Stockholders.We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration ofthe shares with the SEC, as estimated in the table above.

Item 14. Indemnification of Directors and Officers

We are a Nevada corporation and generally governedby the Nevada Private Corporations Code, Title 78 of NRS.

Section 78.138 of the NRS provides that, unlessthe corporation’s articles of incorporation provide otherwise, a director or officer will not be individually liable as a resultof any act or failure to act unless it is proven that (i) the director’s or officer’s acts or omissions constituted a breachof his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud or a knowing violation of the law.

Section 78.7502 of the NRS permits a Nevada corporationto indemnify its directors and officers against expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurredin connection with a threatened, pending, or completed action, suit, or proceeding, except an action by or on behalf of the corporation,if the officer or director (i) is not liable pursuant to NRS 78.138, or (ii) acted in good faith and in a manner the officer or directorreasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonablecause to believe the conduct of the officer or director was unlawful. Section 78.7502 also provides that a corporation may not indemnifya director or officer under this section with respect to an action by or on behalf of the corporation if such person has been adjudgedto be liable to the corporation or for amounts paid to the corporation in settlement of such claim unless and only to the extent the courtdetermines in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnification. Indemnificationunder NRS 78.7502 generally may be made by the corporation only if determined to be proper under the circumstances. Such determinationmust be made by the stockholders, directors not a party to the action, or legal counsel.

Section 78.751 of the NRS requires a corporationto indemnify its officers and directors if they have been successful on the merits or otherwise in defense of any claim, issue, or matterresulting from their service as a director or officer. Section 78.751 of the NRS allows a corporation to advance expenses as incurredupon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a courtof competent jurisdiction that such officer or director is not entitled to be indemnified by the corporation if so provided in the corporation’sarticles of incorporation, bylaws, or other agreement. Advancement of expenses as incurred may be required under corporation’s articlesof incorporation or bylaws or by agreement. Section 78.751 of the NRS further permits the corporation to grant its directors and officersadditional rights of indemnification under its articles of incorporation, bylaws or other agreement.

Section 78.752 of the NRS provides that a Nevadacorporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director,officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employeeor agent of another company, partnership, joint venture, trust or other enterprise, for any liability asserted against him and liabilityand expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whetheror not the corporation has the authority to indemnify him against such liability and expenses.

Our Articles of Incorporation, as amended, andamended and restated bylaws implement the indemnification and insurance provisions permitted by Chapter 78 of the NRS by providing that:

Item 15. Recent Sales of Unregistered Securities

The Company has not sold any securities withinthe past three years which were not registered under the Securities Act except as set forth below. The registrant believes that, unlessotherwise noted, all of the transactions described in Item 15 were exempt from registration under the Securities Act pursuant to Section4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder.

Equity Transaction with Acuitas

On July 15, 2022, the Company entered into a securitiespurchase agreement (the “2022 Purchase Agreement”) with Acuitas Group Holdings, LLC (“Acuitas”), pursuant to whichAcuitas agreed to purchase from the Company, in a private placement (the “2022 PIPE Transaction”), (i) an aggregate of 36,364shares of the Company’s Common Stock at a price of $165.00 per share (the “PIPE Shares”), and (ii) a warrant to purchase72,727 shares of Common Stock (the “PIPE Warrant Shares” and, together with the PIPE Shares, the “PIPE Securities”),at an exercise price of $182.00, with a term of exercise of five years. The warrant has a down round feature that reduces the exerciseprice if the Company sells stock for lower price.

Placement Agent I Warrants Issued in Connectionwith Offering on March 4, 2024

On March 4, 2024, the Company entered into theMarch 4, 2024 PAA with ThinkEquity LLC, as the placement agent, in connection with the issuance and sale directly to the March 4 Investorof up to 210,000 shares of Common Stock, at a public offering price to the March 4 Investors of $100.00 per share of Common Stock and/orpre-funded warrants to purchase shares of Common Stock at a public offering price to the March 24 Investors of $99.99 per pre-funded warrant,together with warrants to purchase up to 105,000 shares of Common Stock.

In connection to the March 4 Offering, the Companyissued the Placement Agent I Warrants, exercisable to purchase 10,500 shares of Common Stock, representing 5% of the March 4 Securitiespurchased at the closing of the March 4 Offering, for an aggregate purchase price of $100.00, at an exercise price of $125.00 per share,which is equal to 125% of the March 4 Share Offering Price. The Placement Agent I Warrants are exercisable from 180 days following thedate of issuance in accordance with Rule 5110(g)(8)(A) of FINRA and will expire five years following the date of issuance.

The holders of the Placement Agent I Warrantsmay exercise the Placement Agent I Warrants by making a cash payment equal to the exercise price multiplied by the quantity of shares.The holders of the Placement Agent I Warrants may also exercise the Placement Agent I Warrants on a cashless or “net issuance”basis by receiving a net number of shares calculated pursuant to the formula set forth in the Placement Agent I Warrants. The PlacementAgent I Warrants are subject to anti-dilution adjustments for stock dividends, stock splits, and reverse stock splits. Pursuant to theterms of the Placement Agent I Warrants, the holders of the Placement Agent I Warrants are entitled to piggyback registration rights ifthe Company proposes to file a new registration statement under the Securities Act, subject to certain limitations.

Placement Agent II Warrants Issued in Connectionwith Offering on September 23, 2024

On September 23, 2024, the Company entered intothe September 23, 2024 PAA with ThinkEquity LLC, as the placement agent, in connection with the issuance and sale directly to the September23 Investors of up to 196,080 shares of Common Stock, at a public offering price to the September 23 Investors of $15.30 per share and/orpre-funded warrants to purchase shares of Common Stock, at a public offering price to the Investors of $15.30 per pre-funded warrant,together with warrants to purchase up to 196,080 shares of Common Stock.

In connection to the September 23 Offering, theCompany issued the Placement Agent II Warrants, exercisable to purchase 9,804 shares of Common Stock, representing 5% of the September23 Securities purchased at the closing of the September 23 Offering, for an aggregate purchase price of $100.00, at an exercise priceof $19.125 per share, which is equal to 125% of the September 23 Share Offering Price. The Placement Agent II Warrants are exercisablefrom 180 days following the date of issuance in accordance with the 5110(g)(8)(A) of FINRA and will expire five years following the dateof issuance.

The holders of the Placement Agent II Warrantsmay exercise the Placement Agent II Warrants by making a cash payment equal to the exercise price multiplied by the quantity of shares.The holders of the Placement Agent II Warrants may also exercise the Placement Agent II Warrants on a cashless or “net issuance”basis by receiving a net number of shares calculated pursuant to the formula set forth in the Placement Agent II Warrants. The PlacementAgent II Warrants are subject to anti-dilution adjustments for stock dividends, stock splits, and reverse stock splits. Pursuant to theterms of the Placement Agent II Warrants, the holders of the Placement Agent II Warrants are entitled to piggyback registration rightsif the Company proposes to file a new registration statement under the Securities Act, subject to certain limitations.

Private Placement I Warrants and PlacementAgent III Warrants Issued in Connection with Offering on October 21, 2024

On October 21, 2024, the Company entered intothe October 21, 2024 PAA with ThinkEquity LLC, as the placement agent, in connection with the issuance and sale directly to the October21 Investors of up to 444,300 shares of the Common Stock, at a public offering price to the October 21 Investors of $15.00 per share.

In a concurrent private placement, pursuant tothe October 21, 2024 PAA, to issue to the October 21 Investors the unregistered Private Placement I Warrants to purchase 444,300 sharesof Common Stock, with each Private Placement I Warrant exercisable for one share of Common Stock at an exercise price of $13.70 per share.Each Private Placement I Warrant will be exercisable beginning six months from the date of issuance and will expire five years followingthe initial exercise date.

The holders of the Private Placement I Warrantsmay exercise the Private Placement I Warrants by making a cash payment equal to the exercise price multiplied by the quantity of shares.The holders of the Private Placement I Warrants may also exercise the Private Placement I Warrants on a cashless or “net issuance”basis by receiving a net number of shares calculated pursuant to the formula set forth in the Private Placement I Warrants. The PrivatePlacement I Warrants are subject to anti-dilution adjustments for stock dividends, stock splits, and reverse stock splits. Pursuant tothe terms of the Private Placement I Warrants, the Company has the obligation to file a registration statement on Form S-1 providing forthe resale by the holders of the Private Placement I Warrants of the shares of Common Stock issued and issuable upon exercise of the PrivatePlacement I Warrants.

In connection with the October 21 Offering, theCompany issued the Placement Agent III Warrants, exercisable to purchase 22,215 shares of Common Stock, representing 5% of the October21 Shares purchased at the closing of the October 21 Offering, for an aggregate purchase price of $100.00, at an exercise price of $18.75per share, which is equal to 125% of the October 21 Share Offering Price.

The holders of the Placement Agent III Warrantsmay exercise the Placement Agent III Warrants by making a cash payment equal to the exercise price multiplied by the quantity of shares.The holders of the Placement Agent III Warrants may also exercise the Placement Agent III Warrants on a cashless or “net issuance”basis by receiving a net number of shares calculated pursuant to the formula set forth in the Placement Agent III Warrants. The PlacementAgent III Warrants are subject to anti-dilution adjustments for stock dividends, stock splits, and reverse stock splits. Pursuant to theterms of the Placement Agent III Warrants, the holders of the Placement Agent III Warrants are entitled to piggyback registration rightsif the Company proposes to file a new registration statement under the Securities Act, subject to certain limitations.

Private Placement II Warrants and PlacementAgent IV Warrants Issued in Connection with Offering October 23, 2024

On October 23, 2024, the Company entered intothe October 23, 2024 PAA with ThinkEquity LLC, as the placement agent, in connection with the issuance and sale directly to the October23 Investors of up to 266,700 shares of the Common Stock, at a public offering price to the October 23 Investors of $22.50 per share.

In a concurrent private placement, pursuant tothe October 23, 2024 PAA, the Company issued to the October 23 Investors unregistered Private Placement II Warrants to purchase 266,700shares of Common Stock, with each Private Placement II Warrant exercisable for one share of Common Stock at an exercise price of $21.20per share. Each Private Placement II Warrant will be exercisable beginning six months from the date of issuance and will expire five yearsfollowing the initial exercise date.

The holders of the Private Placement II Warrantsmay exercise the Private Placement II Warrants by making a cash payment equal to the exercise price multiplied by the quantity of shares.The holders of the Private Placement II Warrants may also exercise the Private Placement II Warrants on a cashless or “net issuance”basis by receiving a net number of shares calculated pursuant to the formula set forth in the Private Placement II Warrants. The PrivatePlacement II Warrants are subject to anti-dilution adjustments for stock dividends, stock splits, and reverse stock splits. Pursuant tothe terms of the Private Placement II Warrants, the Company has the obligation to file a registration statement on Form S-1 providingfor the resale by the holders of the Private Placement II Warrants of the shares of Common Stock issued and issuable upon exercise ofthe Private Placement II Warrants.

In connection with the October 23 Offering, theCompany issued the Placement Agent IV Warrants, exercisable to purchase 13,335 shares of Common Stock, representing 5% of the October23 Shares purchased at the closing of the October 23 Offering, for an aggregate purchase price of $100.00, at an exercise price of $28.125per share, which is equal to 125% of the October 23 Share Offering Price.

The holders of the Placement Agent IV Warrantsmay exercise the Placement Agent IV Warrants by making a cash payment equal to the exercise price multiplied by the quantity of shares.The holders of the Placement Agent IV Warrants may also exercise the Placement Agent IV Warrants on a cashless or “net issuance”basis by receiving a net number of shares calculated pursuant to the formula set forth in the Placement Agent IV Warrants. The PlacementAgent IV Warrants are subject to anti-dilution adjustments for stock dividends, stock splits, and reverse stock splits. Pursuant to theterms of the Placement Agent IV Warrants, the holders of the Placement Agent IV Warrants are entitled to piggyback registration rightsif the Company proposes to file a new registration statement under the Securities Act, subject to certain limitations.

Placement Agent V Warrants Issued in Connectionwith Offering on October 28, 2024

On October 28, 2024, the Company entered intothe October 28, 2024 PAA with ThinkEquity LLC, as the placement agent, in connection with the issuance and sale directly to various investorsthe October 28 Investors of up to 114,600 shares of the Common Stock, at a public offering price to the October 28 Investors of $28.30per share.

In connection with the October 28 Offering, theCompany issued the Placement Agent V Warrants, exercisable to purchase 5,730 shares of Common Stock, representing 5% of the October 28Shares purchased at the closing of the October 28 Offering, for an aggregate purchase price of $100.00, at an exercise price of $35.375per share, which is equal to 125% of the October 28 Share Offering Price.

The holders of the Placement Agent V Warrantsmay exercise the Placement Agent V Warrants by making a cash payment equal to the exercise price multiplied by the quantity of shares.The holders of the Placement Agent V Warrants may also exercise the Placement Agent V Warrants on a cashless or “net issuance”basis by receiving a net number of shares calculated pursuant to the formula set forth in the Placement Agent V Warrants. The PlacementAgent V Warrants are subject to anti-dilution adjustments for stock dividends, stock splits, and reverse stock splits. Pursuant to theterms of the Placement Agent V Warrants, the holders of the Placement Agent V Warrants are entitled to piggyback registration rights ifthe Company proposes to file a new registration statement under the Securities Act, subject to certain limitations.

Item 16. Exhibits

A list of the exhibits filed with this registrationstatement on Form S-1 is set forth on the Exhibit Index and is incorporated herein by reference.

Item 17. Undertakings

Insofar as indemnification for liabilities arisingunder the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoingprovisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnificationis against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification againstsuch liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person ofthe registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling personin connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settledby controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against publicpolicy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes:

Provided, however, thatparagraphs (a)(1)(i), (ii), and (iii) of this section do not apply if the information required to be included in a post-effective amendmentby those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuantto section 13 or section 15(d) of the Securities ExchangeAct of 1934 (15 U.S.C. 78m or 78o(d))that are incorporated by reference in the registration statement.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registranthas duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of CarsonCity, State of Nevada, on July 3, 2025.

POWER OF ATTORNEY

Each person whose signature appears below constitutesand appoints each of Cuong Do and Joanne Wendy Kim, acting alone or together with another attorney-in-fact, as his or her true and lawfulattorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead,in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this registration statement(and any additional registration statement related hereto permitted by Rule 462(b) promulgated under the Securities Act, (and all furtheramendments, including post-effective amendments, thereto)), and to file the same, with all exhibits thereto, and other documents in connectiontherewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full powerand authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully toall intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent,or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the SecuritiesAct of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Exhibit 1.1

UNDERWRITING AGREEMENT

between

BioVie Inc.

and

ThinkEquity LLC

as Representative of the Several Underwriters

UNDERWRITING AGREEMENT

New York, New York

[·],2025

ThinkEquity LLC

as Representative of the several Underwritersnamed on Schedule 1 hereto

17 State Street, 22^nd Floor

New York, NY 10004

Ladies and Gentlemen:

The undersigned, BioVie Inc., a Nevada corporation(the ”Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafterreferred to as “you” (including its correlatives) or the “Representative”) and with the other underwritersnamed on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwritersbeing collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

1.1.       FirmSecurities.

1.1.1. Purchaseof Firm Securities. On the basis of the representations and warranties set forth herein, and subject to the terms and conditions setforth herein, the Company agrees to issue and sell to the several Underwriters, severally and not jointly,

andthe Underwriters agree to purchase from the Company, severally and not jointly, the number of Firm Units and Firm Pre-Funded Units setforth opposite their respective names on Schedule 1 hereto at a purchase price (net of underwriting discounts and commissions) equal to(i) either (a) $[·] perFirm Unit (such purchase price being equal to 93.0% of the public offering price per Firm Unit), which purchase price will be allocatedas $[●] per Firm Share and $[●] per Firm Common Warrant or (b) $[·]per Firm Unit (such purchase price being equal to 97.0% of the public offering price per Firm Unit) for investors introduced to the Representativeby the Company as set forth on Schedule A attached hereto (the “Company Introduced Investors”), which purchaseprice will be allocated as $[●] per Firm Share and $[●] per Firm Common Warrant and (ii) either (a) $[·]per Firm Pre-Funded Unit (such purchase price being equal to 93.0% of the public offering price per Firm Pre-Funded Unit), which purchaseprice will be allocated as $[●] per Firm Pre-Funded Warrant and $[●] per Firm Common Warrant or (b) $[·]per Firm Pre-Funded Unit (such purchase price being equal to 97.0% of the public offering price per Firm Unit) for Company IntroducedInvestors, which purchase price will be allocated as $[●] per Firm Pre-Funded Warrant and $[●] per Firm Common Warrant. TheFirm Units and the Firm Pre-Funded Units are collectively referred to herein as the “Firm Securities”. The Firm Securitiesare to be offered initially to the public at the respective public offering prices set forth on the cover page of the Prospectus (as definedin Section 2.1.1 hereof).

The Firm CommonWarrants shall be immediately exercisable upon issuance until the [•]th anniversary of their issuance. The Firm Pre-Funded Warrantsshall be immediately exercisable upon issuance until such time as the Firm Pre-Funded Warrants are exercised in full. No Firm Units willbe certificated, and the Firm Shares and the Firm Common Warrants comprising the Firm Units will be separated immediately upon issuance.No Firm Pre-Funded Units will be certificated, and the Firm Pre-Funded Warrants and the Firm Common Warrants comprising the Firm Pre-FundedUnits will be separated immediately upon issuance.

1.1.2.       Paymentand Delivery. Delivery and payment for the Firm Securities shall be made at 10:00 a.m., New York City time, on the first (1st) BusinessDay (as defined below) following the effective date (the “Effective Date”) of the Registration Statement (as definedin Section 2.1.1 below) (or the second (2nd) Business Day following the Effective Date if the Registration Statement is declared effectiveafter 4:01 p.m., New York City time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the officesof Sheppard, Mullin, Richter & Hampton LLP, counsel to the Underwriters, or at such other place (or remotely by facsimile or otherelectronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment forthe Firm Securities is called the “Closing Date”. Payment for the Firm Securities shall be made on the Closing Dateby wire transfer in federal (same day) funds, payable to the order of the Company upon delivery to the Representative of the Firm Sharesand the Firm Common Warrants through the facilities of the Depository Trust Company (“DTC”) for the account of theUnderwriters and of certificates (in form and substance satisfactory to the Representative) representing the Firm Pre-Funded Warrantsregistered in such name or names and in such authorized denominations as the Representative may request in writing at least one (1) BusinessDay prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of paymentby the Representative for all of the Firm Securities. The term “Business Day” means any day other than Saturday, Sundayor other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

1.2.        Over-allotmentOption.

1.2.1.Option Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Securities,the Company hereby grants to the Underwriters an option to purchase up to an additional [·]shares of Common Stock (the “Option Shares”) and/or up to an additional [·]pre-funded common stock purchase warrants (the “Option Pre-Funded Warrants”), each exercisable for one (1) share ofCommon Stock at an exercise price of $0.0001 per share, and/or up to an additional [·]common stock purchase warrants (the “Option Common Warrants” and together with the Option Shares and the Option Pre-FundedWarrants, the “Option Securities”), each exercisable for one (1) share of Common Stock at an exercise price of $[·]per share, in each case representing fifteen percent (15%) of the Firm Shares, Firm Pre-Funded Warrants, and Firm Common Warrants soldin the offering, from the Company (the “Over-allotment Option”). The Option Shares, Option Pre-Funded Warrants, andOption Common Warrants shall be identical in all respects to the Firm Shares, Firm Pre-Funded Warrants, and Firm Common Warrants, respectively.The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and Option Common Warrants together, OptionPre-Funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-Funded Warrants, solely Option Common Warrants,or any combination thereof. No Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneouslyare, sold and delivered. The right to purchase the Option Securities, or any portion thereof, may be exercised from time to time and tothe extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. Thepurchase price to be paid per Option Share, Option Pre-Funded Warrant, and Option Common Warrant shall be equal to the purchase pricetherefor (net of underwriting discounts and commissions) per Firm Share, Firm Pre-Funded Warrant, and Firm Common Warrant, respectively,set forth in Section 1.1.1 hereof. The shares issuable upon exercise of the Firm Common Warrants and Option Common Warrants (collectively,the “Common Warrants”) are hereinafter referred to as the “Common Warrant Shares”. The shares issuableupon exercise of the Firm Pre-Funded Warrants and Option Pre-Funded Warrants (collectively, the “Pre-Funded Warrants”)are hereinafter referred to as the “Pre-Funded Warrant Shares”. The Pre-Funded Warrant Shares and the Common WarrantShares are hereinafter referred to as the “Warrant Shares”. The Firm Shares and the Option Shares are hereinafter referredto as the “Public Shares”; the Public Shares, the Warrant Shares and the Representative’s Shares as defined inSection 1.3 are herein after referred to as the “Shares” and the Firm Securities and the Option Securities are hereinafterreferred to together as the “Public Securities”. The offering and sale of the Public Securities is hereinafter referredto as the “Offering”.

1.2.2. Exerciseof Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Underwriters as to all (at anytime) or any part (from time to time) of the Option Securities within forty-five (45) days after the Effective Date. The Underwritersshall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotmentOption granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed inwriting by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares, Option Pre-Funded Warrants,and Option Common Warrants to be purchased and the date and time for delivery of and payment therefor (the “Option Closing Date”),which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by theCompany and the Representative, at the offices of counsel to the Underwriters or at such other place (including remotely by facsimileor other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for theOption Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of theOver-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein,the Company shall become obligated to sell to the Underwriters the number of Option Shares, Option Pre-Funded Warrants, and Option CommonWarrants specified in such notice and, subject to the terms and conditions set forth herein, the Underwriters, acting severally and notjointly, shall purchase the number of Option Shares, Option Pre-Funded Warrants, and Option Common Warrants specified in such notice.

1.2.3.       Paymentand Delivery. Payment for the Option Securities shall be made on the Option Closing Date by wire transfer in federal (same day) funds,payable to the order of the Company upon delivery to the Representative of any Option Shares and any Option Common Warrants through thefacilities of DTC for the account of the Underwriters and of certificates (in form and substance satisfactory to the Representative) representingany Option Pre-Funded Warrants registered in such name or names and in such authorized denominations as the Representative may requestin writing at least one (1) Business Day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the OptionSecurities except upon tender of payment by the Underwriters for applicable Option Securities.

1.3.        Representative’sWarrant.

1.3.1.       PurchaseWarrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date, and on eachOption Closing Date, if any, a warrant or warrants (the “Representative’s Warrants”) to purchase an aggregateof [·] shares of CommonStock (or [·] shares ofCommon Stock if the Underwriters exercise the Over-allotment Option in full) equal to 5% of the aggregate number of Firm Securities andOption Securities sold in the Offering and issued on such Closing Date and Option Closing Date, as applicable, pursuant to a warrant agreementsubstantially in the form set forth in Exhibit A hereto (the “Representative’s Warrant Agreement”).Each Representative’s Warrant entitles the holder thereof to purchase shares of Common Stock at the exercise price thereof. TheRepresentative’s Warrants shall be immediately exercisable, in whole or in part, and will expire on the four- and one-half yearanniversary of the date that is 180 days from the date of commencement of sales in the Offering at an initial exercise price of $[·]per share, which is equal to 125% of the public offering price of the Firm Units. The Representative’s Warrants and the shares ofCommon Stock issuable upon exercise of the Representative’s Warrants (the “Representative’s Shares”) arehereinafter referred to together as the “Representative’s Securities”. The Representative understands and agreesthat there are restrictions pursuant to Rule 5110(e) of the Financial Industry Regulatory Authority, Inc. (“FINRA”)on the transfer of the Representative’s Securities during the period of one hundred eighty (180) days beginning on the date of commencementof sales in the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate theRepresentative’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transactionthat would result in the effective economic disposition of such securities for such period to anyone other than (i) an Underwriter ora selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any suchUnderwriter or selected dealer; and only if any such transferee agrees to the foregoing restrictions and those in the Representative’sWarrant Agreement.

1.3.2.       Delivery.Delivery of the Representative’s Warrants shall be made on the Closing Date and Option Closing Date, as applicable, and shall beissued in the name or names and in such authorized denominations as the Representative may request.

1.4.        Rightof First Refusal. Provided that the Firm Units are sold in accordance with the terms of this Agreement, the Representative shallhave a right of first refusal (the "Right of First Refusal"), for a period of twelve (12) months after the Closing Date,to act, except as set forth below, as sole investment banker, sole book- runner and/or sole placement agent, at the Representative’ssole discretion, for each and every future public and private equity offering that is not an “at-the-market” offering (an“at-the-market” offering executed through a broker dealer as sales agent (such future public and private equity offering,a “Future Transaction”), including all equity linked financings, during such twelve (12) month period for the Company,or any successor to or any subsidiary of the Company, on reasonable and customary terms. If the Company intends to enter into a definitiveagreement with a third party for a Future Transaction, the Company shall provide the Representative with a written notice (the “ROFRNotice") describing in detail all the material commercial terms and conditions of the proposed agreement, including the scopeof the financial advisory, underwriting or placement services, the pricing and payment terms, and the duration and termination rights.The Company shall provide the ROFR Notice to the Representative at least thirty (30) days before the anticipated execution date of theproposed agreement. Within ten (10) days after receiving the ROFR Notice, the Representative may elect, by written notice to the Company,to exercise the ROFR pursuant to which the Representative shall have the right to act as sole investment banker, sole book-runner and/orsole placement agent for such Future Transaction on commercial terms that are substantially the same as those set forth in in ROFR Noticeand on such other reasonable and customary terms for such Future Transaction as the Company and the Representative shall mutually agree.If the Representative exercises the Right of First Refusal, the parties shall negotiate in good faith to execute an underwriting or placementagent agreement for the Future Transaction within twenty (20) days after the Representative's notice to the Company exercising the Rightof First Refusal, unless otherwise mutually agreed by the Company and the Representative. If the Representative does not exercise theRight of First Refusal within the 10-day period set forth above, the Company shall be free to enter into the proposed agreement with thethird party for such Future Transaction. The Representative shall have the sole right to determine whether or not any other broker dealershall have the right to participate in any such Future Transaction and the economic terms of any such participation; provided that theRepresentative shall consider in good faith any broker dealer(s) proposed by the Company. The parties also agree that a Future Transactionshall not be deemed to include, and no Right of First Refusal is granted to the Representative in connection with, any of the following:(a) any equity securities directly issued by the Company pursuant to acquisitions or strategic transactions, including as part of anygrant funding from a third party, or (b) any offer or sale of equity securities by the Company directly to non-U.S. persons domiciledin the following jurisdictions: China, Korea, Latin America (excluding Caribbean and the Cayman Islands) and Middle East, in each case,in a private placement not otherwise involving a public offering. The Representative may elect, in its sole and absolute discretion, notto exercise its Right of First Refusal with respect to any Future Transaction; provided that any such election by the Representative shallnot adversely affect the Representative's Right of First Refusal with respect to any other Future Transaction during the twelve (12) monthperiod agreed to above.

2.       Representationsand Warranties of the Company. The Company represents and warrants to the Underwriters as of the Applicable Time (as defined below),as of the Closing Date and as of the Option Closing Date, if any, as follows:

2.1.       Filingof Registration Statement.

2.1.1.       Pursuantto the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”)a registration statement, and any amendment or amendments thereto, on Form S-1 (File No. 333-[*]), including any related prospectus orprospectuses, for the registration of the Public Securities under the Securities Act of 1933, as amended (the “Securities Act”),which registration statement and any amendment or amendments have been prepared by the Company in all material respects in conformitywith the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “SecuritiesAct Regulations”). Except as the context may otherwise require, such registration statement, and any amendment or amendmentsthereto, on file with the Commission at the time the registration statement became effective (including the Preliminary Prospectus includedin the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof and all informationdeemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A of the Securities Act Regulations (the “Rule430A Information”)), is referred to herein as the “Registration Statement”. References in this Agreementto the Registration Statement shall be deemed to refer to and include the documents incorporated by reference therein (the “IncorporatedDocuments”) on or before the date of this Agreement; and any reference in this Agreement to the terms “amend,” “amendment”or “supplement” with respect to the Registration Statement shall be deemed to refer to and include the filing of any documentunder the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Agreement, deemedto be incorporated therein by reference. If the Company files any registration statement pursuant to Rule 462(b) of the Securities ActRegulations, then after such filing, the term “Registration Statement” shall include such registration statement filed pursuantto Rule 462(b) of the Securities Act Regulations. The Registration Statement has been declared effective by the Commission on the datehereof.

Each prospectus used prior to the effectivenessof the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and priorto the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus”. The Preliminary Prospectus,subject to completion, dated [ ], 2025, that was included in the Registration Statement immediately prior to the Applicable Time ishereinafter called the “Pricing Prospectus”. The final prospectus in the form first furnished to the Underwriters foruse in the Offering is hereinafter called the “Prospectus”.

References in this Agreement to a PreliminaryProspectus, the Pricing Prospectus, the Pricing Disclosure Package (as defined below) and the Prospectus shall be deemed to refer to andinclude the documents incorporated by reference therein as of their respective dates; and any reference in this Agreement to the terms“amend,” “amendment” or “supplement” with respect to a Preliminary Prospectus, the Pricing Prospectus,the Pricing Disclosure Package and the Prospectus shall be deemed to refer to and include any document under Exchange Act, filed aftertheir respective dates up to and including the date of such amendment or supplement and deemed to be incorporated therein by reference.

“ApplicableTime” means [·][p.m.],New York City time, on the date of this Agreement.

“Bona FideElectronic Road Show” means a “bona fide electronic road show”, as defined in Rule 433(h)(5) of the SecuritiesAct Regulations.

“IssuerFree Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities ActRegulations (“Rule 433”), including, without limitation, any “free writing prospectus” (as defined in Rule405 of the Securities Act Regulations) relating to the Public Securities that is (i) required to be filed with the Commission by the Company,(ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) of the Securities Act Regulations,whether or not required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i)because it contains a description of the Public Securities or of the Offering that does not reflect the final terms, in each case in theform filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s recordspursuant to Rule 433(g) of the Securities Act Regulations.

“IssuerGeneral Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospectiveinvestors (other than a Bona Fide Electronic Road Show), as evidenced by its being specified in Schedule 2-B hereto.

“IssuerLimited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free WritingProspectus.

“PricingDisclosure Package” means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the PricingProspectus and the information included on Schedule 2-A hereto, all considered together.

2.1.2.       Pursuantto the Exchange Act. The Company filed with the Commission a Form 8-A12B (File No. 001-39015) on August 25, 2020 for the registrationof the Common Stock pursuant to Section 12(b) under the Exchange Act. The Company has filed with the Commission a Form 8-A12B (File No.001-[___]) on [ ], 2025, for the registration of the Common Warrants pursuant to Section 12(b) under the Exchange Act. Such registrationshave become effective prior to the date hereof. The Company has taken no action designed to terminate, or likely to have the effect ofterminating, such registrations, nor has the Company received any notification that the Commission is contemplating terminating such registrations.

2.2. Stock ExchangeListing. The Public Shares, the Common Warrants and the Warrant Shares have been approved for listing and/or are listed on TheNasdaq Capital Market LLC (the “Exchange”), subject only to official notice of issuance. The Company has taken no actiondesigned to delist, or likely to have the effect of delisting, the Public Shares, the Common Warrants or the Warrant Shares from the Exchange,nor has the Company received any notification that the Exchange is contemplating terminating such listing except as described in the RegistrationStatement, the Pricing Disclosure Package and the Prospectus.

2.3. No Stop Orders,etc. Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued any order preventingor suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus or has instituted or, to the Company’sknowledge, threatened to institute, any proceedings with respect to such an order. The Company has complied with each request (if any)from the Commission for additional information.

2.4. Disclosures inRegistration Statement.

2.4.1. Compliancewith Securities Act, Exchange Act and 10b-5 Representation.

(i) At the time ofeffectiveness of the Registration Statement (or at the time of any post-effective amendments thereto) and at all times subsequent theretoup to the Closing Date and the Option Closing Date, if any, each of the Registration Statement, the Pricing Prospectus and the Prospectuscontains and will contain all material statements that are required to be stated therein in accordance with the Securities Act and theSecurities Act Regulations, and conforms or will conform, in all material respects, to the requirements of the Securities Act and theSecurities Act Regulations. Each of the Registration Statement and each post-effective amendment thereto, if any, at the time it becameeffective, complied in all material respects with the requirements of the Securities Act and the Securities Act Regulations. Each PreliminaryProspectus, including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplementthereto, and the Prospectus, at the time each was filed with the Commission, complied in all material respects with the requirements ofthe Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connectionwith this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commissionpursuant to the Commission’s EDGAR filing system (“EDGAR”), except to the extent permitted by Regulation S-Tpromulgated under the Securities Act (“Regulation S-T”).

(ii) Neither the RegistrationStatement nor any amendment thereto, at its effective time, as of the Applicable Time, at the Closing Date or at any Option Closing Date,contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact requiredto be stated therein or necessary to make the statements therein not misleading.

(iii) The PricingDisclosure Package, as of the Applicable Time, at the Closing Date or at any Option Closing Date (if any), did not, does not and willnot include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein,in the light of the circumstances under which they were made, not misleading; and each Issuer Limited Use Free Writing Prospectus heretodoes not conflict with the information contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus orthe Prospectus, and each such Issuer Limited Use Free Writing Prospectus, as supplemented by and taken together with the Pricing Prospectusas of the Applicable Time, did not include an untrue statement of a material fact or omit to state a material fact necessary in orderto make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that thisrepresentation and warranty shall not apply to statements made or statements omitted in reliance upon and in conformity with written informationfurnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the PricingProspectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information providedby or on behalf of any Underwriter consists solely of the following disclosure contained in the “Underwriting” section ofthe Prospectus: the names of the Underwriters, the first sentence following the table set forth under the sub-caption “UnderwritingDiscount, Commissions and Expenses”, the information set forth under the sub-captions “Stabilization” and “PassiveMarket Making” and the table showing the number of securities to be purchased by each Underwriter (the “Underwriters’Information”);

(iv) The IncorporatedDocuments, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and theapplicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statementof a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances underwhich they were made not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, whensuch documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the applicableRules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessaryto make the statements therein, in the light of the circumstances under which they were made, not misleading.

(v) Neither the Prospectusnor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) ofthe Securities Act Regulations, at the Closing Date or at any Option Closing Date, included, includes or will include an untrue statementof a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the lightof the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not applyto the Underwriters’ Information.

2.4.2. Disclosureof Agreements. The agreements and documents described in the Registration Statement, the Pricing Disclosure Package and the Prospectusconform in all material respects to the descriptions thereof contained or incorporated by reference therein and there are no agreementsor other documents required by the Securities Act and the Securities Act Regulations to be described in the Registration Statement, thePricing Disclosure Package and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, or to be incorporatedby reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus that have not been so described or filedor incorporated by reference. Each agreement or other instrument (however characterized or described) to which the Company is a partyor by which it is or may be bound or affected and (i) that is referred to or incorporated by reference in the Registration Statement,the Pricing Disclosure Package and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validlyexecuted by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’sknowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency,reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contributionprovision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive andother forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceedingtherefor may be brought. None of such agreements or instruments have been assigned by the Company, and neither the Company nor, to theCompany’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that,with the lapse of time or the giving of notice, or both, would constitute a default thereunder except for any such default or event whichwould not reasonably be expected to result in a Material Adverse Change (as such term is defined in Section 2.5.1 below). Performanceby the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicablelaw, rule, regulation, judgment, order or decree of any governmental or regulatory agency or court, domestic or foreign, having jurisdictionover the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation,those relating to environmental laws and regulations.

2.4.3. PriorSecurities Transactions. During the period starting three (3) years prior to the date of this Agreement, no securities of the Companyhave been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by or undercommon control with the Company, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the PreliminaryProspectus.

2.4.4. Regulations.The disclosures in the Registration Statement, the Pricing Disclosure Package and the Prospectus concerning the effects of federal, state,local and all foreign regulation on the Offering and the Company’s business as currently contemplated are correct in all materialrespects and no other such regulations are required to be disclosed in the Registration Statement, the Pricing Disclosure Package andthe Prospectus which are not so disclosed.

2.4.5. No OtherDistribution of Offering Materials. The Company has not, directly or indirectly, distributed and will not distribute any offeringmaterial in connection with the Offering other than any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus andother materials, if any, permitted under the Securities Act and consistent with Section 3.2 below.

2.5. Changes After Datesin Registration Statement.

2.5.1. No MaterialAdverse Change. Since the respective dates as of which information is given in the Registration Statement, the Pricing DisclosurePackage and the Prospectus, except as otherwise specifically stated therein: (i) there has been no material adverse change in the financialposition or results of operations of the Company, nor any change or development that, singularly or in the aggregate, would involve amaterial adverse change or a prospective material adverse change in or affecting the business, general affairs, management, condition(financial or otherwise), results of operations, stockholders’ equity, business, assets, properties or prospects of the Company(a “Material Adverse Change”); (ii) there have been no material transactions entered into by the Company, other thanas contemplated pursuant to this Agreement; and (iii) no officer or director of the Company has resigned from any position with the Company.

2.5.2. RecentSecurities Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration Statement, thePricing Disclosure Package and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed in the RegistrationStatement, the Pricing Disclosure Package and the Prospectus, the Company has not: (i) issued any securities or incurred any liabilityor obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or inrespect to its capital stock.

2.5.3.       Disclosurein Commission Filings. Since January 1, 2022, (i) none of the Company’s filings with the Commission contained any untrue statementof a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstancesunder which they were made, not misleading, except to the extent such filings with the Commission were subsequently amended; and (ii)the Company has made all filings with the Commission required under the Exchange Act and the rules and regulations promulgated thereunder(the “Rules and Regulations”).

2.6. Independent Accountants.EisnerAmper LLP (the “Auditor”), whose reports are filed with the Commission as part of the Registration Statement,the Pricing Disclosure Package and the Prospectus, is an independent registered public accounting firm as required by the Securities Actand the Securities Act Regulations and the Public Company Accounting Oversight Board (the “PCAOB”), including the rulesand regulations promulgated by such entity. To the Company’s knowledge, after reasonable inquiry, the Auditor is currently registeredand in good standing with the PCAOB and the PCAOB has not made any determination with respect to the Auditor under the Holding ForeignCompanies Accountable Act. The Auditor has not, during the periods covered by the financial statements included in the Registration Statement,the Pricing Disclosure Package and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g)of the Exchange Act. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registeredpublic accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participatedin or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed withthe Commission as a part of the Registration Statement, the Pricing Disclosure Package or the Prospectus.

2.7. Financial Statements,etc.

2.7.1. FinancialStatements. The financial statements, including the notes thereto and supporting schedules included or incorporated by reference inthe Registration Statement, the Pricing Disclosure Package and the Prospectus, fairly present the financial position and the results ofoperations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformitywith U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved (providedthat unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregateand do not contain all footnotes required by GAAP); and the supporting schedules included or incorporated by reference in the RegistrationStatement, the Pricing Disclosure Package or the Prospectus present fairly the information required to be stated therein. Except as includedor incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be includedor incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Actor the Securities Act Regulations. The pro forma and pro forma as adjusted financial information and the related notes, if any, includedor incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been properly compiledand prepared in accordance with the applicable requirements of the Securities Act, the Securities Act Regulations, the Exchange Act andthe Exchange Act Regulations and present fairly the information shown therein, and the assumptions used in the preparation thereof arereasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.All disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, or incorporated or deemed incorporatedby reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of theCommission), if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable.Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus discloses all material off-balance sheet transactions,arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or otherpersons that may have a material current or future effect on the Company’s financial condition, changes in financial condition,results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except asdisclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (a) neither the Company nor any of its directand indirect subsidiaries, including each entity disclosed or described in the Registration Statement, the Pricing Disclosure Packageand the Prospectus as being a subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”),has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in theordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respectto its capital stock, (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries, or, other thanin the course of business or any grants under any stock compensation plan, and (d) there has not been any material adverse change in theCompany’s long-term or short-term debt.

2.7.2. Company’sAccounting System. The Company makes and keeps accurate books and records and maintains a system of internal accounting controls designed,and which the Company reasonably believes is sufficient, to provide reasonable assurance that: (i) transactions are executed in accordancewith management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financialstatements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance withmanagement’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assetsat reasonable intervals and appropriate action is taken with respect to any differences. The Company has not received any notice, oralor written, from the Company’s board of directors stating that it is reviewing or investigating, and neither the Company’sindependent auditors nor its internal auditors have recommended that the Company’s board of directors review or investigate, (i)adding to, deleting, changing the application of, or changing the Company’s disclosure with respect to, any of the Company’smaterial accounting policies; or (ii) any matter which could result in a restatement of the Company’s financial statements for anyannual or interim period during the current or prior two (2) fiscal years.

2.8. Authorized Capital;Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure Package andthe Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated in theRegistration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date the adjusted stockcapitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Pricing Disclosure Packageand the Prospectus, on the Effective Date, as of the Applicable Time and on the Closing Date and any Option Closing Date, there was, orwill be, no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued shares of Common Stockof the Company or any security convertible or exercisable into shares of Common Stock of the Company, or any contracts or commitmentsto issue or sell shares of Common Stock or any such options, warrants, rights or convertible securities.

2.9. Valid Issuanceof Securities, etc.

2.9.1. OutstandingSecurities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement havebeen duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission, rightsof first refusal, rights of participation or similar rights with respect thereto, and are not subject to personal liability by reasonof being such holders; and none of such securities were issued in violation of any such rights of any holders of any security of the Companyor similar contractual rights granted by the Company. The authorized shares of Common Stock conform in all material respects to all statementsrelating thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The offers and sales of theoutstanding shares of Common Stock were at all relevant times either registered under the Securities Act and applicable state securitiesor “blue sky” laws or, based in part on the representations and warranties of the purchasers of such shares, exempt from suchregistration requirements.

2.9.2. SecuritiesSold Pursuant to this Agreement. The Shares have been duly authorized for issuance and sale and, when issued and paid for, will bevalidly issued, fully paid and non-assessable; the Common Warrants, Pre-Funded Warrants and Representative’s Warrants have beenduly authorized for issuance and, when issued in accordance with their terms and the terms of this Agreement and that certain warrantagent agreement dated [•], 2025 between the Company and West Coast Stock Transfer, Inc. (the “Warrant Agent Agreement”),as applicable, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except(x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rightsgenerally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securitieslaws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitabledefenses and to the discretion of the court before which any proceeding therefor may be brought. The Company has reserved from its dulyauthorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement, the Warrant Agent Agreementand the Representative’s Warrant Agreement. The holders of the Shares are not and will not be subject to personal liability by reasonof being such holders; the Shares are not and will not be subject to the pre-emptive rights of any holders of any security of the Companyor similar contractual rights granted by the Company. The Shares conform in all material respects to all statements with respect theretocontained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

2.10. Registration Rightsof Third Parties. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no holdersof any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have theright to require the Company to register any such securities of the Company under the Securities Act or to include any such securitiesin a registration statement to be filed by the Company.

2.11. Validity and BindingEffect of Agreements. The execution, delivery and performance of this Agreement, the Common Warrants, the Pre-Funded Warrants,the Representative’s Warrant Agreement and the Warrant Agent Agreement have been duly and validly authorized by the Company, and,when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordancewith their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar lawsaffecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited underthe federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable reliefmay be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Eachof this Agreement, the Common Warrants, the Pre-Funded Warrants, the Representative’s Warrant Agreement, the Warrant Agent Agreementand each Lock-Up Agreement (as defined in Section 2.24) conforms in all material respects to the description thereof contained in theRegistration Statement, the Pricing Disclosure Package and the Prospectus.

2.12. No Conflicts,etc. The execution, delivery and performance by the Company of this Agreement, the Common Warrants, the Pre-Funded Warrants, theRepresentative’s Warrant Agreement and the Warrant Agent Agreement and all documents ancillary thereto, the consummation of thetransactions contemplated hereby and thereby, by the Registration Statement, the Pricing Disclosure Package or the Prospectus, the issuanceand sale of the Public Securities (including the use of proceeds from the Offering as described in the Registration Statement, the PricingDisclosure Package or the Prospectus) and the compliance by the Company with the terms hereof and thereof do not and will not, (i) resultin any violation of the provisions of the Company’s certificate of incorporation (as amended or restated from time to time, the“Charter”) or the by-laws (as amended or restated from time to time, the “Bylaws”) of the Company;(ii) result in breach of, is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”)or a Debt Repayment Triggering Event (as defined below) under, conflict with any of the terms and provisions of, or result in the creation,modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to theterms of, any indenture, loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, withoutlimitation, any pledge agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing orrelating to indebtedness) to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or towhich any of their respective properties or assets are subject (each, an “Existing Instrument”) or (iii) violate anyexisting applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof (including, withoutlimitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”)or by any foreign, federal, state or local regulatory authority performing functions similar to those performed by the FDA), except inthe case of clauses (ii) and (iii) above, for such breaches, defaults, conflicts or such liens, charges or encumbrances which, individuallyor in the aggregate, would not have or would not reasonably be expected to result in a Material Adverse Change. As used herein, a “DebtRepayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give,the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right torequire the purchase redemption or repayment of all or a portion of such indebtedness by the Company or any of its Subsidiaries.

2.13. No Defaults; Violations.Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not in Default inthe due performance and observance of any term, covenant or condition of any Existing Instrument, except for such Defaults as would notreasonably be expected, individually or in the aggregate, to have a Material Adverse Change. The Company is not in violation of any franchise,license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity, except for such violations, individuallyor in the aggregate, which would not have or would not reasonably be expected to result in a Material Adverse Change.

2.14. Corporate Power;Licenses; Consents.

2.14.1. Conductof Business. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company hasall requisite corporate power and authority, and has all requisite consents, authorizations, approvals, licenses, certificates, clearances,permits and orders and supplements and amendments thereto (collectively, “Authorizations”) required of and from allGovernmental Entities as of date hereof to conduct its business as described in the Registration Statement, the Pricing Disclosure Packageand the Prospectus, except, in each case, where the failure to have such Authorizations (individually or in the aggregate) would not haveor would not reasonably be expected to have a Material Adverse Change.

2.14.2. TransactionsContemplated Herein. The Company has all corporate power and authority to enter into this Agreement, the Common Warrants, the Pre-FundedWarrants, the Representative’s Warrant Agreement and the Warrant Agent Agreement and to carry out the provisions and conditionshereof and thereof. No Authorization of, and no filing with, any Governmental Entity, the Exchange or another body is required for thevalid issuance, sale and delivery of the Public Securities and the consummation of the transactions and agreements contemplated by thisAgreement, the Common Warrants, the Pre-Funded Warrants, the Representative’s Warrant Agreement and the Warrant Agent Agreementand as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to those thathave been obtained or made by the Company and with respect to applicable federal and state securities laws and the rules and regulationsof the Exchange and FINRA.

2.15. D&O Questionnaires.To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”) completedby each of the Company’s directors and officers immediately prior to the offering  (the “Insiders”)as supplemented by all information concerning the Company’s directors, officers and principal stockholders as described in the RegistrationStatement, the Pricing Disclosure Package and the Prospectus, provided to the Underwriters, is true and correct in all material respectsand the Company has not become aware of any information which would cause the information disclosed in the Questionnaires to become materiallyinaccurate and incorrect in any respect.

2.16. Litigation; GovernmentalProceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceedingpending or, to the Company’s knowledge, threatened against, or involving the Company, or, to the Company’s knowledge, anyexecutive officer or director which has not been disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectusor in connection with the Company’s listing application for the listing of the Public Shares, the Common Warrants or the WarrantShares on the Exchange and which is required to be disclosed.

2.17. Due Incorporation;Valid Existence. The Company has been duly incorporated and is validly existing and in good standing under the laws of the Stateof Nevada, and has the corporate power and authority to own, lease and operate its properties and to conduct its business as describedin the Registration Statement, the Pricing Disclosure Package and the Prospectus, and to enter into and perform its obligations underthis Agreement, the Common Warrants, the Pre-Funded Warrants, the Representative’s Warrant Agreement and the Warrant Agent Agreement.The Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in whichsuch qualification is required, whether by reason of the ownership or leasing of property or the conduct of business or otherwise, exceptwhere the failure to so qualify or be in good standing, would not have or would not reasonably be expected to result in a Material AdverseChange.

2.18. Insurance.Each of the Company and its Subsidiaries carries or is entitled to the benefits of insurance (including, without limitation, as to directors’and officers’ insurance coverage), with reputable insurers, in such amounts and covering such risks as is customary for companiesengaged in similar business which the Company believes are adequate to protect the Company and its business, and, to the Company’sknowledge, all such insurance is in full force and effect. None of the Company or any of its Subsidiaries (i) has received written noticefrom any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in orderto continue such insurance or (ii) has any reason to believe that it will not be able to renew its existing insurance coverage as andwhen such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue itsbusiness.

2.19. Transactions AffectingDisclosure to FINRA.

2.19.1. Finder’sFees. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no claims, payments,arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company orany Insider with respect to the sale of the Public Securities hereunder or any other arrangements, agreements or understandings of theCompany or, to the Company’s knowledge, any of its shareholders that may affect the Underwriters’ compensation, as determinedby FINRA.

2.19.2. PaymentsWithin Twelve (12) Months. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, theCompany has not made any direct or indirect payments (in cash, securities or otherwise) in connection with the Offering to: (i) any person,as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing tothe Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any director indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date, other than thepayment to the Underwriters as provided hereunder in connection with the Offering.

2.19.3. Use ofProceeds. None of the net proceeds of the Offering will be paid by the Company to any participating FINRA member or its affiliates,except as specifically authorized herein.

2.19.4. FINRAAffiliation. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no (i)officer or director of the Company, (ii) beneficial owner of 10% or more of any class of the Company’s securities or (iii) beneficialowner of the Company’s unregistered equity securities which were acquired during the 180-day period immediately preceding the filingof the Registration Statement that is an affiliate or associated person of a FINRA member participating in the Offering (as determinedin accordance with the rules and regulations of FINRA).

2.20. Foreign CorruptPractices Act. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employeeor affiliate of the Company and its Subsidiaries or any other person acting on behalf of, and with authority from, the Company and itsSubsidiaries, has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessionsto customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official oremployee of any Governmental Entity (domestic or foreign) or any political party or candidate for office (domestic or foreign) or otherperson who was, is, or may be in a position to help or hinder the business of the Company or any of its Subsidiaries (or assist any ofthem in connection with any actual or proposed transaction) that (i) might subject the Company or any of its Subsidiaries to any damageor penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, might have had a Material AdverseChange or (iii) if not continued in the future, might adversely affect the assets, business, operations or prospects of the Company. TheCompany has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company to complyin all material respects with the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the Convention on Combating Bribery of ForeignPublic Officials in International Business Transactions of the Organisation for Economic Co-operation and Development (OECD).

2.21. Compliance withSanction Laws. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any directors, officers or employeesof the Company or any of its Subsidiaries or any agent, affiliate or other person associated with or acting on behalf of the Company orany of its Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including,without limitation, the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury or the U.S. Department of Stateand including, without limitation, the designation as a “specially designated national” or “blocked person”),the United Nations Security Council, the European Union, the Office of Financial Sanctions Implementation of the United Kingdom of GreatBritain and Northern Ireland (OFSI) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Companyor any of its Subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including,without limitation, the Republic of Belarus, Crimea, the Russian Federation, Republic of Cuba, the Islamic Republic of Iran, DemocraticPeople’s Republic of Korea (North Korea), the Libyan Arab Republic, the Syrian Arab Republic, the Bolivarian Republic of Venezuelaand the Republic of Yemen (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceedsof the Offering, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other personor entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, isthe subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in anyother manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter,advisor, investor or otherwise) of Sanctions. For the past three years, the Company has not knowingly engaged in and is not now knowinglyengaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the targetof Sanctions or with any Sanctioned Country.

2.22. Compliance withAnti-Money Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliancewith applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, asamended, including the Money Laundering Control Act of 1986, as amended, the rules and regulations thereunder and any related or similarrules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money LaunderingLaws”); and no action, suit or proceeding by or before any Governmental Entity involving the Company or any of its Subsidiarieswith respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

2.23. Officers’Certificates. Any certificate signed by any duly authorized officer of the Company and delivered to the Underwriters or to counselto the Underwriters shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.

2.24. Lock-Up Agreements.Schedule 3 hereto contains a complete and accurate list of the Company’s officers, directors and a certain holderof more than five percent (5%) of the Company’s issued and outstanding shares of Common Stock (or securities convertible or exercisableinto shares of Common Stock) (collectively, the “Lock-Up Parties”). The Company has caused each of the Lock-Up Partiesto deliver to the Representative an executed Lock-Up Agreement, in the form set forth in Exhibit B (the “Lock-Up Agreement”),on or prior to the execution of this Agreement.

2.25. Subsidiaries.Each of the Subsidiaries has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnershipor limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organizationand has the power and authority (corporate or other) to own, lease and operate its properties and to conduct its business as describedin the Registration Statement, the Pricing Disclosure Package and the Prospectus. Each of the Company’s Subsidiaries is duly qualifiedas a foreign corporation, partnership limited liability company or similar corporate entity, as applicable, to transact business and isin good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of propertyor the conduct of business, except where the failure to so qualify or be in good standing would not reasonably be expected, individuallyor in the aggregate, to have a Material Adverse Change. All of the issued and outstanding share capital or other equity or ownership interestsof each of the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are ownedby the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverseclaim. None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of pre-emptive or similar rightsof any security holder of such Subsidiary. The constitutive or organizational documents of each of the Subsidiaries comply in all materialrespects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect.The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the Subsidiariesset forth in Exhibit 21.1 to the Registration Statement.

2.26. Related PartyTransactions. There are no business relationships or related party transactions involving the Company or any other person requiredto be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required.

2.27. Board of Directors.The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectuscaptioned “Management.” The qualifications of the persons serving as board members and the overall composition of the boardcomply with the Exchange Act, the Exchange Act Regulations, the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder (the “Sarbanes-OxleyAct”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Boardof Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined in Item 407 of RegulationS-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as“independent” as defined under the listing rules of the Exchange.

2.28. Sarbanes-OxleyCompliance. The Company is, or at the Applicable Time and on the Closing Date will be, in material compliance with the provisionsof the Sarbanes-Oxley Act applicable to it, and has implemented or will implement such programs and taken reasonable steps to ensure theCompany’s future compliance (not later than the relevant statutory and regulatory deadlines therefor) with all of the material provisionsof the Sarbanes-Oxley Act.

2.29. Disclosure Controlsand Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company and its Subsidiaries maintainsystems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations)that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principalexecutive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limitedto, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’sgeneral or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformitywith GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s generalor specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervalsand appropriate action is taken with respect to any differences. Since the end of the Company’s most recent audited fiscal year,except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there have been no significant deficienciesor material weakness in the Company’s internal control over financial reporting (whether or not remediated) and no change in theCompany’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect,the Company’s internal control over financial reporting. Except as set forth in the Registration Statement, the Pricing DisclosurePackage and the Prospectus, the Company is not aware of any change in its internal control over financial reporting that has occurredduring its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’sinternal control over financial reporting. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus,the Company is not aware of any material weaknesses in its internal controls. The Company’s auditors and the Audit Committee ofthe Board of Directors of the Company have been advised of (i) all significant deficiencies and material weaknesses in the design or operationof internal controls over financial reporting which are known to the Company’s management and that have adversely affected or arereasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii)any fraud known to the Company’s management, whether or not material, that involves management or other employees who have a significantrole in the Company’s internal controls over financial reporting.

2.30. No InvestmentCompany Status. The Company is not and, after giving effect to the Offering and the application of the proceeds thereof as describedin the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be, required to register as an “investmentcompany” as defined in and pursuant to the Investment Company Act of 1940, as amended.

2.31. No Labor Disputes.No labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company, is imminent.

2.32. Intellectual PropertyRights. Each of the Company and its Subsidiaries owns or possesses or has valid rights to use or has the right to acquire on reasonableterms, all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations,copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for theconduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, thePricing Disclosure Package and the Prospectus, except where the failure to own or possess, have a valid right license to or have the abilityto acquire on reasonable terms any of the foregoing would not have or would not reasonably be expected to result in a Material AdverseChange. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its businessas currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringementof, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has receivedany notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonablybe expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is noinfringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) thereis no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of theCompany in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis forany such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expectedto result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company,the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable,in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by otherschallenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form areasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32,reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatenedaction, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual PropertyRights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unawareof any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together withany other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge,no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patentdisclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement orany restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment withthe Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individuallyor in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by andbelonging to the Company which has not been patented has been kept confidential. To the Company’s knowledge, the Company has takenall actions reasonably necessary to protect, and where necessary register, the copyrights, trademarks, patent rights and trade secretsowned by or licensed exclusively to the Company (solely where the Company has the right to take such actions as to in-licensed intellectualproperty rights). The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual PropertyRights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package andthe Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain inall material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by theCompany has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to theCompany’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

2.33. Taxes.Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities priorto the date hereof or has duly obtained extensions of time for the filing thereof. Each of the Company and its Subsidiaries has paid alltaxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against theCompany or such respective Subsidiary, except those that are being contested in good faith or as would not have or would not reasonablybe expected to result, individually or in the aggregate, in a Material Adverse Change. The provisions for taxes payable, if any, shownon the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whetheror not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writingto the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of thereturns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to thereturns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes”means all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise,profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property,windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and anypenalties, additions to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations,reports, statements and other documents required to be filed in respect to taxes.

2.34. Compliance withLaws. The Company: (A) is and at all times has been in compliance with all statutes, rules, or regulations applicable to the conductof its business as described in the Registration Statement, Pricing Disclosure Package and the Prospectus (“Applicable Laws”),except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change; (B) has not receivedany notice from any governmental authority alleging or asserting noncompliance with any Applicable Laws or any Authorizations requiredof and from all Governmental Entities as of date hereof to conduct its business as described in the Registration Statement, the PricingDisclosure Package and the Prospectus; (C) possesses all material Authorizations and such Authorizations are valid and in full force andeffect and are not in material violation of any term of any such Authorizations; (D) has not received notice of any claim, action, suit,proceeding, hearing, enforcement, investigation, arbitration or other action from any governmental authority or third party alleging thatany product operation or activity is in violation of any Applicable Laws or Authorizations and has no knowledge that any such governmentalauthority or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (E) has notreceived written notice that any governmental authority has taken, is taking or intends to take action to limit, suspend, modify or revokeany Authorizations and has no knowledge that any such governmental authority is considering such action; (F) has filed, obtained, maintainedor submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendmentsas required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims,submissions and supplements or amendments were complete and correct in all material respects on the date submitted (or were correctedor supplemented by a subsequent submission); and (G) has not, either voluntarily or involuntarily, initiated, conducted, or issued orcaused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, post-sale warning, or other noticeor action relating to the alleged lack of safety or efficacy of any product or any alleged product defect or violation and, to the Company’sknowledge, no third party has initiated, conducted or intends to initiate any such notice or action.

2.35. ERISA Compliance.The Company and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, asamended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintainedby the Company or its “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISAAffiliate” means, with respect to the Company, any member of any group of organizations described in Sections 414(b), (c), (m)or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”)of which the Company is a member. No “reportable event” (as defined under ERISA) has occurred or is reasonably expected tooccur with respect to any “employee benefit plan” established or maintained by the Company or any of its ERISA Affiliates.No “employee benefit plan” established or maintained by the Company or any of its ERISA Affiliates, if such “employeebenefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neitherthe Company nor any of its ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISAwith respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980Bof the Code. Each “employee benefit plan” established or maintained by the Company or any of its ERISA Affiliates that isintended to be qualified under Section 401(a) of the Code is so qualified and, to the knowledge of the Company, nothing has occurred,whether by action or failure to act, which would cause the loss of such qualification.

2.36. EnvironmentalLaws. The Company is in compliance with all foreign, federal, state and local rules, laws and regulations relating to theuse, treatment, storage and disposal of hazardous or toxic substances or waste and protection of health and safety or the environmentwhich are applicable to their businesses (“Environmental Laws”), except where the failure to comply would not, singularlyor in the aggregate, result in a Material Adverse Change. There has been no storage, generation, transportation, handling, treatment,disposal, discharge, emission, or other release of any kind of toxic or other wastes or other hazardous substances by, due to, or causedby the Company (or, to the Company’s knowledge, any other entity for whose acts or omissions the Company is or may otherwise beliable) upon any of the property now or previously owned or leased by the Company, or upon any other property, in violation of any law,statute, ordinance, rule, regulation, order, judgment, decree or permit or which would, under any law, statute, ordinance, rule (includingrule of common law), regulation, order, judgment, decree or permit, give rise to any liability, except for any violation or liabilitywhich would not have, singularly or in the aggregate with all such violations and liabilities, a Material Adverse Change; and there hasbeen no disposal, discharge, emission or other release of any kind onto such property or into the environment surrounding such propertyof any toxic or other wastes or other hazardous substances with respect to which the Company has knowledge, except for any such disposal,discharge, emission, or other release of any kind which would not have, singularly or in the aggregate with all such discharges and otherreleases, a Material Adverse Change.

2.37. Title to Property.Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has good and marketabletitle in fee simple to, or have valid rights to lease or otherwise use, all items of real or personal property which are material to thebusiness of the Company, in each case free and clear of all liens, encumbrances, security interests, claims and defects that do not, singlyor in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to bemade of such property by the Company; and all of the leases and subleases material to the business of the Company, and under which theCompany holds properties described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, are in full forceand effect, and the Company has not received any notice of any material claim of any sort that has been asserted by anyone adverse tothe rights of the Company under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Companyto the continued possession of the leased or subleased premises under any such lease or sublease.

2.38. Contracts AffectingCapital. There are no transactions, arrangements or other relationships between and/or among the Company, any of its affiliates(as such term is defined in Rule 405 of the Securities Act Regulations) and any unconsolidated entity, including, but not limited to,any structured finance, special purpose or limited purpose entity that could reasonably be expected to materially affect the Company’sliquidity or the availability of or requirements for their capital resources required to be described or incorporated by reference inthe Registration Statement, the Pricing Disclosure Package and the Prospectus which have not been described or incorporated by referenceas required.

2.39. Loans to Directorsor Officers. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course ofbusiness) or guarantees or indebtedness by the Company to or for the benefit of any of the officers or directors of the Company, or anyof their respective family members, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

2.40. Ineligible Issuer.At the time of filing the Registration Statement and any post-effective amendment thereto, at the time of effectiveness of the RegistrationStatement and any amendment thereto, at the earliest time thereafter that the Company or another offering participant made a bona fideoffer (within the meaning of Rule 164(h)(2) of the Securities Act Regulations) of the Public Securities and at the date hereof, the Companywas not and is not an “ineligible issuer,” as defined in Rule 405 of the Securities Act Regulations, without taking accountof any determination by the Commission pursuant to such rule that it is not necessary that the Company be considered an ineligible issuer.

2.41. Smaller ReportingCompany. As of the time of filing of the Registration Statement, the Applicable Time, the date hereof and the Closing Date, theCompany was and is a “smaller reporting company”, as defined in Item 10(f)(1) of Regulation S-K and Rule 12b-2 of the ExchangeAct Regulations.

2.42. Free Writing Prospectusand Testing-the-Waters Communications. The Company has not, without the prior written consent of the Representative, made anyoffer relating to the Public Securities that would constitute an issuer free writing prospectus, as defined in Rule 433, or that wouldotherwise constitute a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations. The Company: (a)has not engaged in any Testing-the-Waters Communication (as defined herein) other than with the consent of the Representative with entitiesthat are “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act Regulations or institutionsthat are “accredited investors” within the meaning of Rule 501 of the Securities Act Regulations and (b) has not authorizedanyone to engage in Testing-the-Waters Communications other than its officers and the Representative and individuals engaged by the Representative.The Company has not distributed any written Testing-the-Waters Communications. “Testing-the-Waters Communication” meansany oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act or Rule 163B ofthe Securities Act Regulations.

2.43. Industry Data.The statistical and market-related data included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectusare based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate or represent theCompany’s good faith estimates that are made on the basis of data derived from such sources.

2.44. Electronic RoadShow. The Company has made available a Bona Fide Electronic Road Show in compliance with Rule 433(d)(8)(ii) of the SecuritiesAct Regulations such that no filing of any “road show” (as defined in Rule 433(h) of the Securities Act Regulations) is requiredin connection with the Offering.

2.45. Margin Securities.The Company owns no “margin securities” as that term is defined in Regulation U of the Board of Governors of the Federal ReserveSystem (the “Federal Reserve Board”), and none of the proceeds of Offering will be used, directly or indirectly, forthe purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness which was originallyincurred to purchase or carry any margin security or for any other purpose which might cause any of the shares of Common Stock to be considereda “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve Board.

2.46. Dividends andDistributions. Except as disclosed in the Pricing Disclosure Package, Registration Statement and the Prospectus, no Subsidiaryof the Company is currently prohibited or restricted, directly or indirectly, from paying any dividends to the Company, from making anyother distribution on such Subsidiary’s capital stock (to the extent that any such prohibition or restriction on dividends and/ordistributions would have a material effect to the Company), from repaying to the Company any loans or advances to such Subsidiary fromthe Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company,except as may otherwise be provided in current loan or mortgage-related documents.

2.47. Forward-LookingStatements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the ExchangeAct) contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus has been made or reaffirmed without a reasonablebasis or has been disclosed other than in good faith.

2.48. Integration.Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offersor sales of any security or solicited any offers to buy any security, under circumstances that would cause the Offering to be integratedwith prior offerings by the Company for purposes of the Securities Act that would require the registration of any such securities underthe Securities Act.

2.49. Confidentialityand Non-Competition. To the Company’s knowledge, no director, officer, key employee or consultant of the Company is subjectto any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer (other than the Company)or prior employer that could materially affect his or her ability to be and act in his or her respective capacity of the Company or beexpected to result in a Material Adverse Change.

2.50. Corporate Records.The minute books of the Company have been made available to the Underwriters and counsel for the Underwriters, and such books (i) containa complete summary of all material meetings and actions of the board of directors (including each board committee) and stockholders ofthe Company (or analogous governing bodies and interest holders, as applicable), since the time of its respective incorporation or organizationthrough the date of the latest meeting and action, and (ii) accurately in all material respects reflect all material transactions referredto in such minutes. There are no material transactions, agreements, dispositions or other actions of the Company that are not properlyapproved and/or accurately and fairly recorded in the minute books of the Company, as applicable.

2.51. Diligence Materials.The Company has provided to the Representative and counsel to the Underwriters all materials required or necessary to respond in all materialrespects to any diligence request submitted to the Company or counsel to the Company by the Representative.

2.52. Stabilization.Neither the Company nor, to its knowledge, any of its employees, directors or shareholders (without the consent of the Representative)has taken, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to cause or resultin, under Regulation M of the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company tofacilitate the sale or resale of the Public Securities.

2.53. [Reserved].

2.54. Regulatory.(a) All preclinical studies and clinical trials conducted by or on behalf of the Company that are material to the Company and its Subsidiaries,taken as a whole, are or have been adequately described in the Registration Statement, the Pricing Disclosure Package and the Prospectusin all material respects. The preclinical studies and clinical trials conducted by or on behalf of the Company and its Subsidiaries thatare described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or the results of which are referred toin the Registration Statement, the Pricing Disclosure Package and the Prospectus were and, if still ongoing, are being conducted in materialcompliance with all laws and regulations applicable thereto in the jurisdictions in which they are being conducted and with all laws andregulations applicable to preclinical studies and clinical trials from which data will be submitted to support marketing approval. Thedescriptions in the Registration Statement, the Pricing Disclosure Package and the Prospectus of the results of such studies are accurateand complete in all material respects and fairly present the data derived from such studies, and the Company has no knowledge of, or reasonto believe that, any large well-controlled clinical study the aggregate results of which are inconsistent with or otherwise call intoquestion the results of any clinical study conducted by or on behalf of the Company that are described in the Registration Statement,the Pricing Disclosure Package and the Prospectus or the results of which are referred to in the Registration Statement, the Pricing DisclosurePackage and the Prospectus. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, theCompany has not received any written notices or statements from the FDA, the European Medicines Agency (“EMA”) or anyother governmental agency or authority imposing, requiring, requesting or suggesting a clinical hold, termination, suspension or materialmodification for or of any preclinical studies and clinical trials that are described in the Registration Statement, the Pricing DisclosurePackage and the Prospectus or the results of which are referred to in the Registration Statement, the Pricing Disclosure Package and theProspectus. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has notreceived any written notices or statements from the FDA, the EMA or any other governmental agency, and otherwise has no knowledge of,or reason to believe that, (i) any investigational new drug application for any potential product of the Company is or has been rejectedor placed on clinical hold; and (ii) any license, approval, permit or authorization to conduct any clinical trial of any potential productof the Company has been, will be or may be suspended, revoked, modified or limited. Neither the Company nor any of its subsidiaries hasfailed to file with the FDA or any foreign, federal, state or local governmental or regulatory authority performing functions similarto those performed by the FDA, any filing, declaration, listing, registration, report or submission that is required to be so filed.  Allsuch filings were in material compliance with applicable laws when filed and no deficiencies have been asserted by any applicable regulatoryauthority (including, without limitation, the FDA or any foreign, federal, state or local governmental or regulatory authority performingfunctions similar to those performed by the FDA) with respect to any such filings, declarations, listings, registrations, reports or submissions.To the knowledge of the Company, there are no facts that would be reasonably likely to result in any warning, untitled or notice of violationletter or Form FDA-483 from the FDA. The Company is not aware of any studies, tests or trials the results of which the Company believesreasonably call into question (i) the study, test or trial results of any of its products, (ii) the efficacy or safety of any of its productsor (iii) any of the Company’s filings with any Governmental Entity.

(b) Regulatory Filingsand Permits. The Company and its Subsidiaries have such permits, licenses, clearances, registrations, exemptions, patents, franchises,certificates of need and other approvals, consents and other authorizations (“Permits”) issued by the appropriate domesticor foreign regional, federal, state, or local regulatory agencies or bodies necessary to conduct the business of the Company, including,without limitation, any Investigational New Drug Application (an “IND”), Biologics License Application (“BLA”)and/or New Drug Application (an “NDA”), as required by FDA, the Drug Enforcement Administration (the “DEA”),or any other Permits issued by domestic or foreign regional, federal, state, or local agencies or bodies engaged in the regulation ofpharmaceuticals such as those being developed by the Company and its Subsidiaries (collectively, the “Regulatory Permits”),except for any of the foregoing that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect;the Company is in compliance in all material respects with the requirements of the Regulatory Permits, and all of such Regulatory Permitsare valid and in full force and effect; the Company has not received any notice of proceedings relating to the revocation, termination,modification or impairment of rights of any of the Regulatory Permits that, individually or in the aggregate, if the subject of an unfavorabledecision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect; the Company has not failed to submitto the FDA any IND, BLA or NDA necessary to conduct the business of the Company, any such filings that were required to be made were inmaterial compliance with applicable laws when filed, and no material deficiencies have been asserted by the FDA with respect to any suchfilings or submissions that were made.

(c) Compliance with HealthCare Laws. Each of the Company and its Subsidiaries is, and at all times has been, in compliance in all material respects with allapplicable Health Care Laws, and has not engaged in activities which are, as applicable, cause for false claims liability, civil penalties,or mandatory or permissive exclusion from Medicare, Medicaid, or any other state or federal health care program. For purposes of thisAgreement, “Health Care Laws” means: (i) the Federal Food, Drug, and Cosmetic Act (21 U.S.C. §§ 301 et seq.), thePublic Health Service Act (42 U.S.C. §§ 201 et seq.), and the regulations promulgated thereunder; (ii) all applicable federal,state, local and all applicable foreign health care related fraud and abuse laws, including, without limitation, the U.S. Anti-KickbackStatute (42 U.S.C. Section 1320a-7b(b)), the U.S. Physician Payment Sunshine Act (42 U.S.C. § 1320a-7h), the U.S. Civil False ClaimsAct (31 U.S.C. Section 3729 et seq.), the criminal False Claims Law (42 U.S.C. § 1320a-7b(a)), all criminal laws relating to healthcare fraud and abuse, including but not limited to 18 U.S.C. Sections 286 and 287, and the health care fraud criminal provisions underthe U.S. Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) (42 U.S.C. Section 1320d et seq.), the exclusionlaws (42 U.S.C. § 1320a-7), the civil monetary penalties law (42 U.S.C. § 1320a-7a), HIPAA, as amended by the Health InformationTechnology for Economic and Clinical Health Act (42 U.S.C. Section 17921 et seq.), and the regulations promulgated pursuant to such statutes;(iii) Medicare (Title XVIII of the Social Security Act); (iv) Medicaid (Title XIX of the Social Security Act); (v) the Controlled SubstancesAct (21 U.S.C. §§ 801 et seq.) and the regulations promulgated thereunder; and (vi) any and all other applicable health carelaws and regulations. Neither the Company nor, to the knowledge of the Company, any subsidiary has received notice of any claim, action,suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any court or arbitrator or governmental or regulatoryauthority or third party alleging that any product operation or activity is in material violation of any Health Care Laws, and, to theCompany’s knowledge, no such claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action isthreatened. Neither the Company nor, to the knowledge of the Company, any subsidiary is a party to or has any ongoing reporting obligationspursuant to any corporate integrity agreements, deferred prosecution agreements, monitoring agreements, consent decrees, settlement orders,plans of correction or similar agreements with or imposed by any governmental or regulatory authority. Additionally, neither the Company,its Subsidiaries nor any of its respective employees, officers or directors has been excluded, suspended or debarred from participationin any U.S. federal health care program or human clinical research or, to the knowledge of the Company, is subject to a governmental inquiry,investigation, proceeding, or other similar action that could reasonably be expected to result in debarment, suspension, or exclusion.

2.55 Exchange Act Reports.The Company has filed in a timely manner all reports required to be filed pursuant to Sections 13(a), 13(e), 14 and 15(d) of the ExchangeAct during the preceding 12 months (except to the extent that Section 15(d) requires reports to be filed pursuant to Sections 13(d) and13(g) of the Exchange Act, which shall be governed by the next clause of this sentence); and the Company has filed in a timely mannerall reports required to be filed pursuant to Sections 13(d) and 13(g) of the Exchange Act since January 1, 2022, except where the failureto timely file could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change.

2.56 Integration. Neitherthe Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers or salesof any security or solicited any offers to buy any security, under circumstances that would cause the Offering to be integrated with priorofferings by the Company for purposes of the Securities Act that would require the registration of any such securities under the SecuritiesAct.

3.       Covenantsof the Company. The Company covenants and agrees as follows:

3.1. Amendments to RegistrationStatement. The Company shall deliver to the Representative, prior to filing, any amendment or supplement to the RegistrationStatement or Prospectus proposed to be filed after the Effective Date and not file any such amendment or supplement to which the Representativeshall reasonably object in writing.

3.2. Federal SecuritiesLaws.

3.2.1. Compliance.The Company, subject to Section 3.2.2, shall comply with the requirements of Rule 430A of the Securities Act Regulations, and will notifythe Representative promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shallbecome effective or any amendment or supplement to the Prospectus shall have been filed; (ii) of the receipt of any comments from theCommission; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to theProspectus or for additional information; (iv) of the issuance by the Commission of any stop order suspending the effectiveness of theRegistration Statement or any post-effective amendment or of any order preventing or suspending the use of any Preliminary Prospectusor the Prospectus, or of the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction, or ofthe initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of theSecurities Act concerning the Registration Statement; and (v) if the Company becomes the subject of a proceeding under Section 8A of theSecurities Act in connection with the Offering of the Public Securities. The Company shall effect all filings required under Rule 424(b)of the Securities Act Regulations, in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)),and shall take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Companyshall use its best efforts to prevent the issuance of any stop order, prevention or suspension and, if any such order is issued, to obtainthe lifting thereof at the earliest possible moment.

3.2.2. ContinuedCompliance. The Company shall comply with the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange ActRegulations so as to permit the completion of the distribution of the Public Securities as contemplated in this Agreement and in the RegistrationStatement, the Pricing Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Public Securities is (or,but for the exception afforded by Rule 172 of the Securities Act Regulations (“Rule 172”), would be) required by theSecurities Act to be delivered in connection with sales of the Public Securities, any event shall occur or condition shall exist as aresult of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to (i) amend the Registration Statementin order that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact requiredto be stated therein or necessary to make the statements therein not misleading; (ii) amend or supplement the Pricing Disclosure Packageor the Prospectus in order that the Pricing Disclosure Package or the Prospectus, as the case may be, will not include any untrue statementof a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of thecircumstances existing at the time it is delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement thePricing Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the Securities Act or theSecurities Act Regulations, the Company will promptly (A) give the Representative notice of such event; (B) prepare any amendment or supplementas may be necessary to correct such statement or omission or to make the Registration Statement, the Pricing Disclosure Package or theProspectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the Representativewith copies of any such amendment or supplement and (C) file with the Commission any such amendment or supplement; provided that the Companyshall not file or use any such amendment or supplement to which the Representative or counsel for the Underwriters shall reasonably object.The Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonablyrequest. The Company has given the Representative notice of any filings made pursuant to the Exchange Act or the Exchange Act Regulationswithin forty-eight (48) hours prior to the Applicable Time. The Company shall give the Representative notice of its intention to makeany such filing from the Applicable Time until the later of the Closing Date and the exercise in full or expiration of the Over-allotmentOption specified in Section 1.2 hereof and will furnish the Representative with copies of the related document(s) a reasonable amountof time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representative or counselfor the Underwriters shall reasonably object.

3.2.3. ExchangeAct Registration. For a period of three (3) years after the date of this Agreement, the Company shall use its commercially reasonableefforts to maintain the registration of the Common Stock under the Exchange Act, unless the Company is taken private in a bona fideacquisition transaction.

3.2.4. Free WritingProspectuses. The Company agrees that, unless it obtains the prior written consent of the Representative, it shall not make any offerrelating to the Public Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “freewriting prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company underRule 433; provided that the Representative shall be deemed to have consented to each Issuer General Use Free Writing Prospectus set forthin Schedule 2-B. The Company represents that it has treated or agrees that it will treat each such free writing prospectus consented to,or deemed consented to, by the Underwriters as an “issuer free writing prospectus,” as defined in Rule 433, and that it hascomplied and will comply with the applicable requirements of Rule 433 with respect thereto, including timely filing with the Commissionwhere required, legending and record keeping. If at any time following issuance of an Issuer Free Writing Prospectus there occurred oroccurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the informationcontained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit tostate a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequenttime, not misleading, the Company will promptly notify the Underwriters and will promptly amend or supplement, at its own expense, suchIssuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

3.2.5. Testing-the-WatersCommunications. If at any time following the distribution of any written Testing-the-Waters Communication there occurred or occursan event or development as a result of which such written Testing-the-Waters Communication included or would include an untrue statementof a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light ofthe circumstances existing at that subsequent time, not misleading, the Company shall promptly notify the Representative and shall promptlyamend or supplement, at its own expense, such written Testing-the-Waters Communication to eliminate or correct such untrue statement oromission.

3.3. Delivery to theUnderwriters of Registration Statements. The Company has delivered or made available or shall deliver or make available to theRepresentative and counsel for the Representative, without charge, signed copies of the Registration Statement as originally filed andeach amendment thereto (including exhibits filed therewith) and signed copies of all consents and certificates of experts, and will alsodeliver to the Underwriters, without charge, a conformed copy of the Registration Statement as originally filed and each amendment thereto(without exhibits) for each of the Underwriters. The copies of the Registration Statement and each amendment thereto furnished to theUnderwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except tothe extent permitted by Regulation S-T.

3.4. Delivery to theUnderwriters of Prospectuses. The Company has delivered or made available or will deliver or make available to each Underwriter,without charge, as many copies of each Preliminary Prospectus as such Underwriter reasonably requested, and the Company hereby consentsto the use of such copies for purposes permitted by the Securities Act. The Company will furnish to each Underwriter, without charge,during the period when a prospectus relating to the Public Securities is (or, but for the exception afforded by Rule 172, would be) requiredto be delivered under the Securities Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter mayreasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronicallytransmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

3.5. Effectiveness andEvents Requiring Notice to the Representative. The Company shall use its best efforts to cause the Registration Statement to remaineffective with a current prospectus for at least nine (9) months after the Applicable Time, and shall notify the Representative promptlyand confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuanceby the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuanceby any state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering orsale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and deliveryto the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any commentsor request for any additional information from the Commission; and (vi) of the happening of any event during the period described in thisSection 3.5 that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the PricingDisclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to makethe statements therein not misleading, or (b) in the Pricing Disclosure Package or the Prospectus in order to make the statements therein,in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall entera stop order or suspend such qualification at any time, the Company shall use its commercially reasonable efforts to obtain promptly thelifting of such order.

3.6. Review of FinancialStatements. For a period of five (5) years after the date of this Agreement, the Company, at its expense, shall cause its regularlyengaged independent registered public accounting firm to review (but not audit) the Company’s financial statements for each of thethree fiscal quarters immediately preceding the announcement of any quarterly financial information.

3.7. Listing.The Company shall use its commercially reasonable efforts to maintain the listing of the Common Stock (including the Shares) and the CommonWarrants on the Exchange for at least three (3) years from the date of this Agreement.

3.8. Financial PublicRelations Firm. The Company has retained a financial public relations firm reasonably acceptable to the Representative and theCompany, which firm shall be experienced in assisting issuers in public offerings of securities and in their relations with their securityholders, and shall retain such firm or another firm reasonably acceptable to the Representative for a period of not less than two (2)years after the Effective Date.

3.9. Reports to theRepresentative.

3.9.1. PeriodicReports, etc. For a period of three (3) years after the date of this Agreement, the Company shall furnish or make available to theRepresentative copies of such financial statements and other periodic and special reports as the Company from time to time furnishes generallyto holders of any class of its securities and also promptly furnish to the Representative: (i) a copy of each periodic report the Companyshall be required to file with the Commission under the Exchange Act and the Exchange Act Regulations; (ii) a copy of every press releaseand every news item and article with respect to the Company or its affairs which was released by the Company; (iii) a copy of each Form8-K prepared and filed by the Company; (iv) five copies of each registration statement filed by the Company under the Securities Act;(v) a copy of each report or other communication furnished to stockholders and (vi) such additional documents and information with respectto the Company and the affairs of any future subsidiaries of the Company as the Representative may from time to time reasonably request;provided that the Representative shall sign, if requested by the Company, a Regulation FD compliant confidentiality agreement which isreasonably acceptable to the Representative and Representative’s Counsel in connection with the Representative’s receipt ofsuch information. Documents filed with the Commission pursuant to its EDGAR system or press releases shall be deemed to have been deliveredto the Representative pursuant to this Section 3.9.1. Any documents not filed with the Commission pursuant to its EDGAR system shall bedelivered to the Representative at Notices@think-equity.com.

3.9.2. TransferAgent; Transfer Sheets. For a period of three (3) years after the date of this Agreement, the Company shall retain a transfer agentand registrar acceptable to the Representative (the “Transfer Agent”) and shall furnish to the Representative at theCompany’s sole cost and expense such transfer sheets of the Company’s securities as the Representative may reasonably request,including the daily and monthly consolidated transfer sheets of the Transfer Agent and DTC. West Coast Stock Transfer, Inc. is acceptableto the Representative to act as Transfer Agent for the shares of Common Stock.

3.9.3. TradingReports. During such time as the Public Securities are listed on the Exchange, the Company shall provide to the Representative, atthe Company’s expense, such reports published by the Exchange relating to price trading of the Public Securities, as the Representativeshall reasonably request.

3.10. Payment of Expenses.

3.10.1. GeneralExpenses Relating to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any,to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement,including, but not limited to: (a) all filing fees and communication expenses relating to the securities to be sold in this offering (includingthe Option Securities) with the SEC; (b) all filing fees and expenses associated with the review of this offering by FINRA; (c) all feesand expenses relating to the listing of the securities on the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global SelectMarket, the NYSE or the NYSE American and on such other stock exchanges as the Company and the underwriters together determine, includingany fees charged by The Depository Trust Company (DTC) for new securities; (d) all fees, expenses and disbursements relating to the registrationor qualification of such Shares under the “blue sky” securities laws of such states, if applicable, and other jurisdictionsas the underwriters may reasonably designate; (e) all fees, expenses and disbursements relating to the registration, qualification orexemption of such Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (f)the costs of all mailing and printing of the offering documents; (g) the costs of preparing, printing and delivering certificates representingthe Offered Shares; (h) fees and expenses of the transfer agent for the securities; (i) stock transfer and/or stamp taxes, if any, payableupon the transfer of securities from the Company to the Representative; (j) [Intentionally Omitted]; (k) the fees and expenses of theCompany’s accountants; (l) the fees and expenses of the Company’s legal counsel and other agents and representatives; (m)the fees and expenses of the underwriters’ legal counsel not to exceed $75,000; (n) the $15,000 cost associated with the use ofIpreo’s book building, prospectus tracking and compliance software for this offering; (o) [Intentionally Omitted], (p) [IntentionallyOmitted]; and (q) up to $7,500 of the Representative’s market making and trading, and clearing firm settlement expenses for thisoffering. Such reimbursement shall be paid at each closing (to the extent not paid at a prior closing) from the gross proceeds of theSecurities.

The Company haspaid to the Representative the sum of $50,000 (the “Advance”) against fees and expenses of legal counsel and otherout-of-pocket accountable expenses anticipated to be incurred, subject to reimbursement by the Representative to the Company if not actuallyincurred, in accordance with FINRA Rule 5110(g)(4)(A) and Rule 5110(g)(5)(A). Such sum shall be credited against the legal fees and expensesand other out-of-pocket expenses incurred by the Representative.

The Company herebyagrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, to the Representative,from the gross proceeds of the Offering, for accountable expenses actually incurred by the Representative in connection with the transaction.The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option ClosingDate, if any, the expenses set forth herein to be paid by the Company to the Underwriters, less the Advance.

3.10.2. Non-AccountableExpense Allowance. The Company further agrees that, on the Closing Date, in addition to the expenses payable pursuant to Section 3.10.1,it shall pay to the Representative a non-accountable expense allowance equal to one percent (1.0%) of the gross proceeds received by theCompany in the Offering from purchasers other than the Company Introduced Investors.

3.11. Application ofNet Proceeds. The Company shall apply the net proceeds from the Offering received by it in a manner consistent with the applicationthereof described under the caption “Use of Proceeds” in the Registration Statement, the Pricing Disclosure Package and theProspectus.

3.12. Delivery of EarningsStatements to Security Holders. The Company shall make generally available to its security holders as soon as practicable, anearnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring afterthe date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations ofthe Commission thereunder.

3.13. Stabilization.Neither the Company nor, to its knowledge, any of its employees, directors or shareholders (without the consent of the Representative)has taken or shall take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected tocause or result in, under Regulation M of the Exchange Act, or otherwise, stabilization or manipulation of the price of any security ofthe Company to facilitate the sale or resale of the Public Securities.

3.14. Internal Controls.The Company shall maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactionsare executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary in orderto permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets; (iii) access to assetsis permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assetsis compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

3.15. Accountants.As of the date of this Agreement, the Company has retained a nationally recognized independent registered public accounting firm, as requiredby the Securities Act, the Securities Act Regulations and the PCAOB, reasonably acceptable to the Representative, and the Company shallcontinue to retain a nationally recognized independent registered public accounting firm for a period of at least three (3) years afterthe date of this Agreement. The Representative acknowledges that the Auditor is acceptable to the Representative.

3.16. FINRA.The Company shall advise the Representative (who shall make an appropriate filing with FINRA) if it is or becomes aware that (i) any officeror director of the Company, (ii) any beneficial owner of 5% or more of any class of the Company’s securities or (iii) any beneficialowner of the Company’s unregistered equity securities which were acquired during the one hundred and eighty (180) days immediatelypreceding the filing of the Registration Statement is or becomes an affiliate or associated person of a FINRA member participating inthe Offering (as determined in accordance with the rules and regulations of FINRA).

3.17. No Fiduciary Duties.The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely contractual in nature and thatnone of the Underwriters or their affiliates or any selling agent shall be deemed to be acting in a fiduciary capacity, or otherwise owesany fiduciary duty to the Company or any of its affiliates in connection with the Offering and the other transactions contemplated bythis Agreement.

3.18. Company Lock-UpAgreement. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative,it will not for a period of three (3) months days after the Effective Date (the “Lock-Up Period”), (i) offer, pledge,sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrantto purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securitiesconvertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registrationstatement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible intoor exercisable or exchangeable for shares of capital stock of the Company other than a registration statement on Form S-4 or Form S-8;(iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv)enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownershipof capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by deliveryof shares of capital stock of the Company or such other securities, in cash or otherwise.

The restrictions containedin this Section 3.18 shall not apply to (i) the shares of Common Stock to be sold hereunder, (ii) the issuance by the Company of sharesof Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof, which isdisclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities havenot been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchangeprice or conversion price of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Companyor other awards under any equity compensation plan of the Company, provided that in each of (ii) and (iii) above, the underlying sharesshall be restricted from sale during the entire Lock-Up Period, (iv) the issuance by the Company of restricted shares of Common Stockin connection with mergers, acquisitions or joint ventures, provided that such securities are issued as “restricted securities”(as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connectiontherewith during the Lock-Up Period, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person)which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the businessof the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transactionin which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investingin securities, and (v) the issuance by the Company of restricted shares of Common Stock to consultants in the Company’s ordinarycourse of business and not for capital raising transactions and carry no registration rights that require or permit the filing of anyregistration statement in connection therewith during the Lock-Up Period.

3.19. Release of D&OLock-up Period. If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in the Lock-UpAgreements described in Section 2.24 hereof for an officer or director of the Company and provide the Company with notice of the impendingrelease or waiver at least three (3) Business Days before the effective date of the release or waiver, the Company agrees to announcethe impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at leasttwo (2) Business Days before the effective date of the release or waiver.

3.20. Blue Sky Qualifications.The Company shall use its commercially reasonable efforts, in cooperation with the Underwriters, if necessary, to qualify the Public Securitiesfor offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representativemay designate and to maintain such qualifications in effect so long as required to complete the distribution of the Public Securities;provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreigncorporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respectof doing business in any jurisdiction in which it is not otherwise so subject.

3.21. Reporting Requirements.The Company, during the period when a prospectus relating to the Public Securities is (or, but for the exception afforded by Rule 172,would be) required to be delivered under the Securities Act, will file all documents required to be filed with the Commission pursuantto the Exchange Act within the time periods required by the Exchange Act and Exchange Act Regulations.

3.22. Reservation ofCommon Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available atall times, free of pre-emptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issuethe Firm Shares, the Option Shares, the Warrant Shares and the Representative’s Shares.

3.23. Press Releases.Prior to the Closing Date and any Option Closing Date, the Company shall not issue any press release or other communication directly orindirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairsor business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the pastpractices of the Company and of which the Representative is notified), without the prior written consent of the Representative, whichconsent shall not be unreasonably withheld, unless in the judgment of the Company and its counsel, and after notification to the Representative,such press release or communication is required by law.

3.24. Sarbanes-Oxley.The Company shall at all times comply in all material respects with all applicable provisions of the Sarbanes-Oxley Act in effect fromtime to time.

3.25. IRS Forms.If requested by the Representative, the Company shall deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properlycompleted and executed Internal Revenue Service (“IRS”) Form W-9, together with all required attachments to such form.

3.26 Board Compositionand Board Designations. The Company shall ensure that: (i) the qualifications of the persons serving as members of the Board ofDirectors and the overall composition of the Board comply with the Sarbanes-Oxley Act, with the Exchange Act and with the listing rulesof the Exchange or any other national securities exchange, as the case may be, in the event the Company seeks to have its Securities listedon another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the Audit Committee ofthe Board of Directors qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K andthe listing rules of the Exchange.

4.       Conditionsof Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Public Securities, as providedherein, shall be subject to (i) the continuing accuracy in all material respects of the representations and warranties of the Companyas of the date hereof and as of each of the Closing Date and the Option Closing Date, if any; (ii) the accuracy of the statements of officersof the Company made pursuant to the provisions hereof; (iii) the performance by the Company of its obligations hereunder; and (iv) thefollowing conditions:

4.1. Regulatory Matters.

4.1.1. Effectivenessof Registration Statement; Rule 430A Information. The Registration Statement has become effective not later than 5:30 p.m., New YorkCity time, on the date of this Agreement or such later date and time as shall be consented to in writing by you, and, at each of the ClosingDate and any Option Closing Date, no stop order suspending the effectiveness of the Registration Statement or any post-effective amendmentthereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectushas been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge,contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. TheProspectus containing the Rule 430A Information shall have been filed with the Commission in the manner and within the time frame requiredby Rule 424(b) of the Securities Act Regulations (without reliance on Rule 424(b)(8)) or a post-effective amendment providing such informationshall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A of the SecuritiesAct Regulations.

4.1.2. FINRAClearance. On or before the date of this Agreement, the Representative shall have received clearance from FINRA as to the amount ofcompensation allowable or payable to the Underwriters as described in the Registration Statement.

4.1.3. ExchangeStock Market Clearance. On the Closing Date, the Public Shares, the Common Warrants and the Warrant Shares shall have been approvedfor listing on the Exchange, subject only to official notice of issuance.

4.2. Company CounselMatters.

4.2.1. ClosingDate Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion and negative assuranceletter of McGuireWoods LLP, counsel to the Company (“Company Counsel”), dated the Closing Date and addressed to theRepresentative as representative of the several Underwriters, each in a form and substance reasonably satisfactory to the Representative.

4.2.2. ClosingDate Opinion of Nevada Counsel for the Company. On the Closing Date, the Representative shall have received the favorable opinionof Fennemore Craig, P.C., Nevada counsel to the Company (“Nevada Counsel”), dated the Closing Date and addressed tothe Representative, in a form reasonably acceptable to the Representative.

4.2.3. Opinionof Special Intellectual Property Counsel for the Company. On the Closing Date, the Representative shall have received the opinionsof Knobbe Martens and Mcdonnell Boehnen Hulbert & Berghoff LLP, as special intellectual property counsel for the Company (“IPCompany Counsels”), and a written statement providing certain "10b-5" negative assurances, dated the initial ClosingDate and addressed to the Representative, in a form reasonably acceptable to the Representative.

4.2.3. OptionClosing Date Opinions of Counsel. On the Option Closing Date, if any, the Representative shall have received the favorable opinionand negative assurance letter of Company Counsel, the favorable opinion of Nevada Counsel and the favorable opinion of IP Company Counsels,dated the Option Closing Date, addressed to the Representative as representative of the several Underwriters and in form and substancereasonably satisfactory to the Representative, confirming as of the Option Closing Date, the opinions rendered and statements made bysuch respective counsel on the Closing Date pursuant to Sections 4.2.1, 4.2.2 and 4.2.3, respectively.

4.3. Comfort Letters.

4.3.1. ComfortLetter. At the time this Agreement is executed, the Representative shall have received a “cold comfort letter” from theAuditor containing statements and information of the type customarily included in accountants’ comfort letters with respect to thefinancial statements and certain financial information contained in the Registration Statement, the Pricing Disclosure Package and theProspectus, addressed to the Representative as representative of the several Underwriters and in form and substance satisfactory to theRepresentative and counsel to the Underwriters, dated as of the date of this Agreement.

4.3.2. Bring-downComfort Letter. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received from the Auditora letter, dated as of the Closing Date or the Option Closing Date, as applicable, addressed to the Representative as representative ofthe several Underwriters and in form and substance reasonably satisfactory to the Representative to the effect that the Auditor reaffirmsthe statements made in the letter furnished pursuant to Section 4.3.1.

4.4. Officers’Certificates.

4.4.1. Officers’Certificates.

4.4.2. Secretary’sCertificate. The Company shall have delivered to the Representative as representative of the several Underwriters a certificate, datedthe Closing Date and any Option Closing Date (if such date is other than the Closing Date), of its Secretary certifying: (i) that eachof the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of theCompany’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracyand completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officersof the Company. The documents referred to in such certificate shall be attached as exhibits or annexes to such certificate.

4.5. No Material Changes.Prior to and on each of the Closing Date and each Option Closing Date, if any: (i) there shall have been no Material Adverse Change fromthe latest dates as of which such condition is set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus;(ii) no action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider beforeor by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or findingmay reasonably be expected to result in a Material Adverse Change, except as set forth in the Registration Statement, the Pricing DisclosurePackage and the Prospectus; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall havebeen initiated or threatened by the Commission; (iv) the Registration Statement, the Pricing Disclosure Package and the Prospectus andany amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance withthe Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the SecuritiesAct and the Securities Act Regulations; (v) the Registration Statement nor any amendment or supplement thereto shall contain any untruestatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinnot misleading and (vi) the Pricing Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untruestatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein,in the light of the circumstances under which they were made, not misleading.

4.6. No Material Misstatementor Omission. The Underwriters shall not have discovered and disclosed to the Company on or prior to the Closing Date and any OptionClosing Date that the Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in theopinion of counsel to the Underwriters, is material or omits to state any fact which, in the opinion of such counsel, is material andis required to be stated therein or is necessary to make the statements therein not misleading, or that the Pricing Disclosure Package,any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact which,in the opinion of counsel to the Underwriters, is material or omits to state any fact which, in the opinion of counsel to the Underwriters,is material and is necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading.

4.7. Corporate Proceedings.All corporate proceedings and other legal matters incident to the authorization, form and validity of each of this Agreement, the CommonWarrants, the Pre-Funded Warrants, the Representative’s Warrants, the Representative’s Warrant Agreement, the Warrant AgentAgreement and each Lock-Up Agreement, the Public Securities, the Registration Statement, the Pricing Disclosure Package, each Issuer FreeWriting Prospectus, if any, and the Prospectus and all other legal matters relating to this Agreement, the Common Warrants, the Pre-FundedWarrants, the Representative’s Warrants, the Representative’s Warrant Agreement, the Warrant Agent Agreement and each Lock-UpAgreement and the transactions contemplated hereby and thereby shall be reasonably satisfactory in all material respects to counsel tothe Underwriters, and the Company shall have furnished to such counsel all documents and information that they may reasonably requestto enable them to pass upon such matters.

4.8. Delivery of Agreements.

4.8.1. Lock-UpAgreements. On or before the date of this Agreement, the Company shall have delivered to the Representative executed copies of theLock-Up Agreements from each of the Lock-Up Parties.

4.8.2. Representative’sWarrant Agreement. At the Closing Date, the Representative’s Warrant Agreement and, as to each Option Closing Date, if any,the additional Representative’s Warrant Agreement, in definitive form, in such denominations and registered in such names as theRepresentative or its designees request, shall have been delivered to the Representative.

4.8.3. Pre-FundedWarrants. On or before each of the Closing Date and the Option Closing Date, if any, the Company shall have delivered to the Representativeexecuted copies of the Firm Pre-Funded Warrants and the Option Pre-Funded Warrants, as the case may be.

4.8.4. WarrantAgent Agreement. At the Closing Date, the Company shall have delivered to the Representative an executed copy of the Warrant AgentAgreement.

4.9. Additional Documents.At the Closing Date and at each Option Closing Date (if any) counsel to the Underwriters shall have been furnished with such documentsand opinions as they may require for the purpose of enabling counsel to the Underwriters to deliver an opinion to the Underwriters, orin order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained;and all proceedings taken by the Company in connection with the issuance and sale of the Public Securities as herein contemplated shallbe satisfactory in form and substance to the Representative and counsel to the Underwriters.

5. Indemnification.

5.1. Indemnificationof the Underwriters.

5.1.1. General.Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each Underwriter, its affiliates and eachof its and their respective directors, officers, members, employees, representatives, partners, shareholders, affiliates, counsel, andagents and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter IndemnifiedParty”), against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and alllegal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened,or any claim whatsoever, whether arising out of any action between any of the Underwriter Indemnified Parties and the Company or betweenany of the Underwriter Indemnified Parties and any third party, or otherwise) to which they or any of them may become subject under theSecurities Act, the Exchange Act or any other statute or at common law or otherwise or under the laws of foreign countries (a “Claim”),(i) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (A) the RegistrationStatement, the Pricing Disclosure Package, any Preliminary Prospectus, the Prospectus, or in any Issuer Free Writing Prospectus or inany Written Testing-the-Waters Communication (as from time to time each may be amended and supplemented); (B) any materials or informationprovided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “roadshow” or investor presentations made to investors by the Company (whether in person or electronically); or (C) any application orother document or written communication (in this Section 5, collectively called “application”) executed by the Company orbased upon written information furnished by the Company in any jurisdiction in order to qualify the Public Securities and Representative’sSecurities under the securities laws thereof or filed with the Commission, any state securities commission or agency, the Exchange orany other national securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated thereinor necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless suchstatement or omission was made in reliance upon, and in conformity with, the Underwriters’ Information or (ii) otherwise arisingin connection with or allegedly in connection with the Offering. The Company also agrees that it will reimburse each Underwriter IndemnifiedParty for all fees and expenses (including but not limited to any and all legal or other expenses reasonably incurred in investigating,preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising out of any action betweenany of the Underwriter Indemnified Parties and the Company or between any of the Underwriter Indemnified Parties and any third party,or otherwise) (collectively, the “Expenses”), and further agrees wherever and whenever possible to advance paymentof Expenses as they are incurred by an Underwriter Indemnified Party in investigating, preparing, pursuing or defending any Claim.

5.1.2. Procedure.If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuantto Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action andthe Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval of such UnderwriterIndemnified Party) and payment of actual expenses if an Underwriter Indemnified Party requests that the Company do so. Such UnderwriterIndemnified Party shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counselshall be at the expense of the Company, and shall be advanced by the Company; provided however, that the Company shall not be obligatedto bear the reasonable fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in additionto any local counsel). The Company shall not be liable for any settlement of any action effected without its consent (which shall notbe unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters, settle, compromiseor consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which advancement,reimbursement, indemnification or contribution may be sought hereunder (whether or not such Underwriter Indemnified Party is a party thereto)unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Underwriter Indemnified Party,acceptable to such Underwriter Indemnified Party, from all liabilities, expenses and claims arising out of such action for which indemnificationor contribution may be sought and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, byor on behalf of any Underwriter Indemnified Party.

5.2. Indemnificationof the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors,its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the SecuritiesAct or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnityfrom the Company to the several Underwriters, as incurred, but only with respect to untrue statements or omissions made in the RegistrationStatement, any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application,in reliance upon, and in strict conformity with, the Underwriters’ Information. In case any action shall be brought against theCompany or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Pricing Disclosure Packageor Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against any Underwriter,such Underwriter shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall havethe rights and duties given to the several Underwriters by the provisions of Section 5.1.2. The Company agrees promptly to notify theRepresentative of the commencement of any litigation or proceedings against the Company or any of its officers, directors or any person,if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connectionwith the issuance and sale of the Public Securities or in connection with the Registration Statement, the Pricing Disclosure Package,the Prospectus, or any Issuer Free Writing Prospectus or any written Testing-the-Waters Communication.

5.3. Contribution.

5.3.1. ContributionRights. If the indemnification provided for in this Section 5 shall for any reason be unavailable to or insufficient to hold harmlessan indemnified party under Section 5.1 or 5.2 in respect of any loss, claim, damage or liability, or any action in respect thereof, referredto therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payableby such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion asshall be appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters, on the other, fromthe Offering of the Public Securities, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in suchproportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault ofthe Company, on the one hand, and the Underwriters, on the other, with respect to the statements or omissions that resulted in such loss,claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefitsreceived by the Company, on the one hand, and the Underwriters, on the other, with respect to such Offering shall be deemed to be in thesame proportion as the total net proceeds from the Offering of the Public Securities purchased under this Agreement (before deductingexpenses) received by the Company, as set forth in the table on the cover page of the Prospectus, on the one hand, and the total underwritingdiscounts and commissions received by the Underwriters with respect to the securities purchased under this Agreement, as set forth inthe table on the cover page of the Prospectus, on the other hand. The relative fault shall be determined by reference to whether the untrueor alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information suppliedby the Company or the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to corrector prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributionspursuant to this Section 5.3.1 were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for suchpurpose) or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amountpaid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred toabove in this Section 5.3.1 shall be deemed to include, for purposes of this Section 5.3.1, any legal or other expenses reasonably incurredby such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of thisSection 5.3.1 in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwritingdiscounts and commissions received by such Underwriter with respect to the Offering of the Public Securities exceeds the amount of anydamages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or allegedomission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitledto contribution from any person who was not guilty of such fraudulent misrepresentation.

5.3.2. ContributionProcedure. Within fifteen (15) days after receipt by any party to this Agreement (or its representative) of notice of the commencementof any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another party(“contributing party”), notify the contributing party of the commencement thereof, but the failure to so notify thecontributing party will not relieve it from any liability which it may have to any other party other than for contribution hereunder.In case any such action, suit or proceeding is brought against any party, and such party notifies a contributing party or its representativeof the commencement thereof within the aforesaid fifteen (15) days, the contributing party will be entitled to participate therein withthe notifying party and any other contributing party similarly notified. Any such contributing party shall not be liable to any partyseeking contribution on account of any settlement of any claim, action or proceeding affected by such party seeking contribution on accountof any settlement of any claim, action or proceeding affected by such party seeking contribution without the written consent of such contributingparty. The contribution provisions contained in this Section 5.3.2 are intended to supersede, to the extent permitted by law, any rightto contribution under the Securities Act, the Exchange Act or otherwise available. Each Underwriter’s obligations to contributepursuant to this Section 5.3 are several and not joint.

6. Default by an Underwriter.

6.1. Default Not Exceeding10% of Firm Securities or Option Securities. If any Underwriter or Underwriters shall default in its or their obligations to purchasethe Firm Securities or the Option Securities, if the Over-allotment Option is exercised hereunder, and if the number of the Firm Securitiesor Option Securities with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Securitiesor Option Securities that all Underwriters have agreed to purchase hereunder, then such Firm Securities or Option Securities to whichthe default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

6.2. Default Exceeding10% of Firm Securities or Option Securities. In the event that the default addressed in Section 6.1 relates to more than 10% ofthe Firm Securities or Option Securities, you may in your discretion arrange for yourself or for another party or parties to purchasesuch Firm Securities or Option Securities to which such default relates on the terms contained herein. If, within one (1) Business Dayafter such default, you do not arrange for the purchase of such Firm Securities or Option Securities, then the Company shall be entitledto a further period of one (1) Business Day within which to procure another party or parties satisfactory to you to purchase said FirmSecurities or Option Securities on such terms. In the event that neither you nor the Company arrange for the purchase of the Firm Securitiesor Option Securities to which a default relates as provided in this Section 6, this Agreement will automatically be terminated by youor the Company without liability on the part of the Company (except as provided in Sections 3.10 and 5 hereof) or the several Underwriters(except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Option Securities,this Agreement will not terminate as to the Firm Securities; and provided, further, that nothing herein shall relieve adefaulting Underwriter of its liability, if any, to the other Underwriters and to the Company for damages occasioned by its default hereunder.

6.3. Postponement ofClosing Date. In the event that the Firm Securities or Option Securities to which the default relates are to be purchased by thenon-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company shall have the rightto postpone the Closing Date or Option Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, inorder to effect whatever changes may thereby be made necessary in the Registration Statement, the Pricing Disclosure Package or the Prospectusor in any other documents and arrangements, and the Company agrees to file promptly any amendment to the Registration Statement, the PricingDisclosure Package or the Prospectus that in the opinion of counsel for the Underwriter may thereby be made necessary. The term “Underwriter”as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a partyto this Agreement with respect to the Offering.

7. Additional Covenants.

7.1. Board Compositionand Board Designations. The Company shall ensure that: (i) the qualifications of the persons serving as members of the Board ofDirectors and the overall composition of the Board comply with the Sarbanes-Oxley Act, with the Exchange Act and with the listing rulesof the Exchange or any other national securities exchange, as the case may be, in the event the Company seeks to have its Common Stockand the Common Warrants listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one memberof the Audit Committee of the Board of Directors qualifies as an “audit committee financial expert,” as such term is definedunder Regulation S-K and the listing rules of the Exchange.

7.2. Prohibition onPress Releases and Public Announcements. For a period ending at 5:00 p.m., New York time, on the first (1st) Business Day followingthe fortieth (40th) day after the Closing Date, the Company shall not issue press releases or engage in any other publicity without theRepresentative’s prior written consent, which consent shall not unreasonable be withheld or delayed; provided that the Representative’sconsent shall not be required with regard to any press release or other public disclosure that is required by law or any normal and customarypress release or any other publicity issued in the ordinary course of the Company’s business.

8. Effective Date and Termination.

8.1. Effective Date.This Agreement shall become effective when both the Company and the Representative have executed the same and delivered counterparts ofsuch signatures to the other party.

8.2. Termination.The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or internationalevent or act or occurrence has materially disrupted, or in your reasonable judgment will in the immediate future materially disrupt, generalsecurities markets in the United States; or (ii) if trading on the New York Stock Exchange or the Nasdaq Stock Market LLC shall have beensuspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securitiesshall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction; or (iii) if theUnited States shall have become involved in a new war or an increase in major hostilities; or (iv) if a banking moratorium has been declaredby an authority of the State of New York State or by a federal authority of the United States of America; or (v) if a moratorium on foreignexchange trading has been declared which materially adversely impacts the United States securities markets; or (vi) if the Company shallhave sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which,whether or not such loss shall have been insured, will, in your reasonable judgment, make it inadvisable to proceed with the deliveryof the Firm Securities or Option Securities; or (vii) if the Company is in material breach of any of its representations, warranties orcovenants hereunder; or (viii) if, prior to the Closing Date, the Public Shares, the Common Warrants and the Warrant Shares have not beenapproved for listing on the Exchange, the Company has taken any action designed to, or likely to have the effect of, delisting sharesof the Company’s Common Stock from the Exchange, or the Company has received any notification that the Exchange is contemplatingterminating such listing; or (ix) if the Representative shall have become aware after the date hereof of such a material adverse changein the conditions or prospects of the Company, or such adverse material change in the securities market, or any event, act or occurrencethat has materially disrupted, or in the opinion of the Representative, will in the future materially disrupt, the securities market,or there shall be such a material adverse change in general financial, political or economic conditions or the effect of internationalconditions on the financial markets in the United States is such as to make it, in the judgment of the Representative, inadvisable orimpracticable to proceed with the offering, sale and/or delivery of the Public Securities or to enforce contracts made by the Underwritersfor the sale of the Public Securities.

8.3. Expenses.Notwithstanding anything to the contrary in this Agreement, except in the case of a default by the Underwriters, pursuant to Section 6.2above, in the event that this Agreement shall be terminated for any reason whatsoever, within the time specified herein or any extensionsthereof pursuant to the terms herein, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocketand documented expenses related to the transactions contemplated herein then due and payable (including the fees and disbursements ofcounsel to the Underwriters) up to $125,000, inclusive of the Advance, and upon demand the Company shall pay the full amount thereof tothe Representative on behalf of the Underwriters; provided, however, that such expense cap in no way limits or impairs the indemnificationand contribution provisions of this Agreement. Notwithstanding the foregoing, any Advance received by the Representative will be reimbursedto the Company to the extent not actually incurred in compliance with FINRA Rule 5110(g)(4)(A).

8.4. Indemnification.Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whetheror not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be inany way affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.

8.5. Representations,Warranties, Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificatesof officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigationmade by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directorsor any person controlling the Company or (ii) delivery of and payment for the Public Securities.

9. Miscellaneous.

9.1. Notices.All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed (registered orcertified mail, return receipt requested), personally delivered or sent by electronic mail transmission and confirmed and shall be deemedgiven when so delivered and confirmed or if mailed, two (2) days after such mailing.

If to the Representative:

ThinkEquity LLC

17 State Street,41^st Floor

New York, NY 10004

Attention: Headof Investment Banking

E-mail: notices@think-equity.com

with a copy (which shall notconstitute notice) to:

Sheppard, Mullin,Richter & Hampton LLP

30 Rockefeller Plaza,39^th Floor

New York, New York10112

Attn: Jeffrey Fesslerand Stephen Cohen

e-mail: jfessler@sheppardmullin.comand scohen@sheppardmullin.com

If to the Company:

BioVie Inc.

680 W Nye Lane,Suite 201

Carson City, Nevada89703

Attention: CuongDo, Chief Executive Officer

with a copy (which shall notconstitute notice) to:

McGuireWoods LLP

1251 6th Ave 20th Floor

New York, NY 10020

Attn: Stephen Older and Carly Ginley

e-mail:solder@mcguirewoods.com and cginley@mcguirewoods.com

9.2. Headings.The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect themeaning or interpretation of any of the terms or provisions of this Agreement.

9.3. Amendment.This Agreement may only be amended by a written instrument executed by each of the parties hereto.

9.4. Entire Agreement.This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitutesthe entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior agreements andunderstandings of the parties, oral and written, with respect to the subject matter hereof. Notwithstanding anything herein to the contrary,the Engagement Agreement, dated May 2, 2025 (“Engagement Agreement”), between the Company and the Representative shallcontinue to be effective and the terms therein shall continue to survive and be enforceable by the Representative in accordance with itsterms, provided that, in the event of a conflict between the terms of the Engagement Agreement and this Agreement, the terms of this Agreementshall prevail.

9.5. Binding Effect.This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters, the Company and thecontrolling persons, directors and officers referred to in Section 5 hereof, and their respective successors, legal representatives, heirsand assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respectof or by virtue of this Agreement or any provisions herein contained. The term “successors and assigns” shall not includea purchaser, in its capacity as such, of securities from any of the Underwriters.

9.6. Governing Law;Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement shallbe brought and enforced in the Supreme Court of the State of New York, sitting in the City and County of New York, or in the United StatesDistrict Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any suchprocess or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, returnreceipt requested, postage prepaid, addressed to it at the address set forth in Section 9.1 hereof. Such mailing shall be deemed personalservice and shall be legal and binding upon the Company in any action, proceeding or claim. The Company agrees that the prevailing party(ies)in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relatingto such action or proceeding and/or incurred in connection with the preparation therefor.

9.7. Waiver of Trialby Jury. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates)and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trialby jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

9.8 Execution in Counterparts.This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of whichshall be deemed to be an original, but all of which taken together shall constitute one and the same agreement and shall become effectivewhen one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto. Deliveryof a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient delivery thereof.

9.9. Waiver, etc.The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construedto be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right ofany of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance ornon-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by theparty or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillmentshall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

9.10 Research AnalystIndependence. The Company acknowledges that the Underwriters’ research analysts and research departments are required tobe independent from its investment banking division and are subject to certain regulations and internal policies, and that the Underwriters’research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to theCompany and/or the Offering that differ from the views of their investment banking division. The Company acknowledges that the Underwritersare a full service securities firm and as such from time to time, subject to applicable securities laws, rules and regulations, may effecttransactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of theCompany; provided, however, that nothing in this Section shall relieve the Underwriters of any responsibility or liability it may otherwisebear in connection with activities in violation of applicable securities laws, rules or regulations.

[Signature Page Follows]

If the foregoing correctlysets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose,whereupon this letter shall constitute a binding agreement between us.

Very truly yours,

Confirmed as of the date first above written

on behalf of itself and as Representative of theseveral Underwriters named on Schedule 1 hereto:

THINKEQUITY LLC

Signature Page to Underwriting Agreement dated[ ], 2025

between BioVie Inc. and ThinkEquity LLC,

as representative of the Underwriters namedherein.

SCHEDULE 1

SCHEDULE 2-A

Pricing Information

SCHEDULE 2-B

Issuer General Use Free Writing Prospectus

SCHEDULE 3

List of Lock-Up Parties

Jim Lang

Cuong Do

Michael Sherman

Sigmund Rogich

Joanne Wendy Kim

Joseph M. Palumbo

SCHEDULE A

Company Introduced Investors

[TO COME]

EXHIBIT A

Form of Representative’s Warrant Agreement

THE REGISTERED HOLDER OF THIS PURCHASE WARRANTBY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTEREDHOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIODOF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY LLC OR AN UNDERWRITEROR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC OR OF ANY SUCH UNDERWRITEROR SELECTED DEALER.

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIORTO [________________]¹. VOID AFTER 5:00 P.M., EASTERN TIME ON [___________________]².

COMMON STOCK PURCHASE WARRANT

For the Purchase of [●] Shares of CommonStock,

Par Value $0.0001 per Share,

of

BioVie Inc.

1.Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of ThinkEquity LLC (“Holder”),as registered owner of this Purchase Warrant, BioVie Inc., a Nevada corporation (the “Company”), Holder is entitled,at any time or from time to time from [________________]¹ (the “Commencement Date”), and at or before 5:00p.m., New York City time, [____________]² (the “Expiration Date”), but not thereafter, to subscribe for,purchase and receive, in whole or in part, up to [●] shares of common stock of the Company, par value $0.0001 per share (the “Shares”),subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions in the State ofNew York are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a dayin accordance with the terms hereof. During the period ending on the Expiration Date, the Company agrees not to take any action thatwould terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●]³ per Share; provided,however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant,including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified.The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context.The term “Effective Date” shall mean [_______, 2025], the date on which the Registration Statement on Form S-1 (FileNo. 333-[*]) of the Company was declared effective by the Securities and Exchange Commission (the “Commission”).

2. Exercise.

2.1 Exercise Form.In order to exercise this Purchase Warrant, the exercise form attached hereto (the “Notice of Exercise”) must be dulyexecuted and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Sharesbeing purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certifiedcheck or official bank check unless the cashless exercise procedure specified in Section 2.2 below is specified in the applicable Noticeof Exercise. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the ExpirationDate, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease andexpire. Each exercise hereof shall be irrevocable.

2.2 Cashless Exercise.In lieu of exercising this Purchase Warrant by payment by wire transfer or cashier's check pursuant to Section 2.1 above, this PurchaseWarrant may also be exercised, in whole or in part, at such time by means of a "cashless exercise" in which the Holder shallbe entitled to receive the number of Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(X) = the numberof Shares that would be issuable upon exercise of this Purchase Warrant in accordance with the terms of this Purchase Warrant if suchexercise were by means of a cash exercise rather than a cashless exercise.

If Shares are issued in sucha “cashless exercise”, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act of1933, as amended (the “Securities Act”), the Shares shall take on the securities law characteristics of the PurchaseWarrants being exercised, and the holding period of the Purchase Warrants being exercised may be tacked on to the holding period of theShares. The Company agrees not to take any position contrary to this Section 2.2.

“Bid Price”means, for any date, the price determined by the first of the following clauses that applies: (a) if the Shares are then listed or quotedon a Trading Market, the bid price of the Shares for the time in question (or the nearest preceding date) on the Trading Market on whichthe Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02p.m. (New York City time)), (b) if the Shares are then quoted on the OTCQB or the OTCQX but not listed on any Trading Market, the volumeweighted average price of a Share for such date (or the nearest preceding date) on the OTCQB or OTCQX as applicable, (c) if the Sharesare not then listed or quoted for trading on any of a Trading Market, the OTCQB or the OTCQX and if prices for the Shares are then reportedon the OTC Pink Open Market or successors thereto (or a similar organization or agency succeeding to its functions of reporting prices),the most recent bid price per Share so reported, or (d) in all other cases, the fair market value of the Shares as determined by an independentappraiser selected in good faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paidby the Company.

“Trading Day”means a day on which the Trading Market is open for trading.

“Trading Market”means any of the following markets or exchanges on which the Shares are listed or quoted for trading on the date in question: the NYSEAmerican, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or any successorsto any of the foregoing.

“VWAP”means, for any date, the price determined by the first of the following clauses that applies: (a) if the Shares are then listed or quotedon a Trading Market, the daily volume weighted average price of the Shares for such date (or the nearest preceding date) on the TradingMarket on which the Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York Citytime) to 4:02 p.m. (New York City time)), (b) if the Shares are then quoted on the OTCQB or the OTCQX but not listed on any Trading Market,the volume weighted average price of a Share for such date (or the nearest preceding date) on the OTCQB or the OTCQX as applicable, (c)if Shares are not then listed or quoted for trading on the OTCQB or the OTCQX and if prices for the Shares are then reported on the OTCPink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the daily volume weighted averageprice of the Shares for such date (or the nearest preceding date), or (d) in all other cases, the fair market value of the Shares as determinedby an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company, the fees and expenses of whichshall be paid by the Company.

2.3 Mechanics of Exercise.

2.3.1 Deliveryof Shares Upon Exercise. The Company shall cause the Shares purchased hereunder to be transmitted by its transfer agent to the Holderby crediting the account of the Holder's or its designee's balance account with The Depository Trust Company through its Deposit or Withdrawalat Custodian system ("DWAC") if the Company is then a participant in such system and either (A) there is an effectiveregistration statement permitting the issuance of the Shares to or resale of the Shares by Holder, or (B) the Shares are eligible forresale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 and, in either case, the Shares have been soldby the Holder prior to the Warrant Share Delivery Date (as defined below), and otherwise by physical delivery of a certificate, registeredin the Company's share register in the name of the Holder or its designee, for the number of Shares to which the Holder is entitled pursuantto such exercise to the address specified by the Holder in the Notice of Exercise by the date that is two (2) Trading Days after the deliveryto the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”); provided that the Companyshall not be obligated to deliver the Shares hereunder unless the Company has received the aggregate Exercise Price on or before the WarrantShare Delivery Date. If the Shares can be delivered via DWAC, the transfer agent shall have received from the Company, at the expenseof the Company, any legal opinions or other documentation required by it to deliver such Warrant Shares without legend (subject to receiptby the Company of reasonable back up documentation from the Holder, including with respect to affiliate status) and, if applicable andrequested by the Company prior to the Warrant Share Delivery Date, the transfer agent shall have received from the Holder a confirmationof sale of the Shares (provided the requirement of the Holder to provide a confirmation as to the sale of Shares shall not be applicableto the issuance of unlegended Shares upon a cashless exercise of this Purchase Warrant if the Shares are then eligible for resale pursuantto Rule 144(b)(l)). The Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shallbe deemed to have become a holder of record of such shares for all purposes, as of the date the Purchase Warrant has been exercised, withpayment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder,if any, pursuant to Section 2.3.6 prior to the issuance of such shares, having been paid. If the Company fails for any reason to deliverto the Holder the Shares subject to a Notice of Exercise by the second Trading Day following the Warrant Share Delivery Date; providedthat payment of the aggregate Exercise Price (other than in the instance of a cashless exercise) is received by the Company by such date,the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Shares subject to such exercise(based on the VWAP of the Shares on the date of the applicable Notice of Exercise), $5 per Trading Day (increasing to $10 per TradingDay on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after the second Trading Day followingsuch Warrant Share Delivery Date until such Shares are delivered or Holder rescinds such exercise.

2.3.2 Deliveryof New Warrants Upon Exercise. If this Purchase Warrant shall have been exercised in part, the Company shall, at the request of aHolder and upon surrender of this Purchase Warrant certificate, at the time of delivery of the Shares, deliver to the Holder a new Warrantevidencing the rights of the Holder to purchase the unpurchased Shares called for by this Warrant, which new Warrant shall in all otherrespects be identical with this Purchase Warrant.

2.3.3 RescissionRights. If the Company fails to cause its transfer agent to deliver to the Holder the Shares pursuant to Section 2.3.1 by the WarrantShare Delivery Date, then the Holder will have the right to rescind such exercise; provided, however, that the Holder shall be requiredto return any Shares subject to any such rescinded exercise notice concurrently with the return to Holder of the aggregate Exercise Pricepaid to the Company for such Shares and the restoration of Holder's right to acquire such Shares pursuant to this Purchase Warrant (including,issuance of a replacement warrant certificate evidencing such restored right).

2.3.4 Compensationfor Buy-In on Failure to Timely Deliver Shares Upon Exercise. In addition to any other rights available to the Holder, if the Companyfails to cause its transfer agent to transmit to the Holder the Shares pursuant to an exercise on or before the Warrant Share DeliveryDate, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder'sbrokerage firm otherwise purchases, Shares to deliver in satisfaction of a sale by the Holder of the Shares which the Holder anticipatedreceiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any,by which (x) the Holder's total purchase price (including brokerage commissions, if any) for the Shares so purchased exceeds (y) the amountobtained by multiplying (1) the number of Shares that the Company was required to deliver to the Holder in connection with the exerciseat issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of theHolder, either reinstate the portion of the Purchase Warrant and equivalent number of Shares for which such exercise was not honored (inwhich case such exercise shall be deemed rescinded) or deliver to the Holder the number of Shares that would have been issued had theCompany timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Shares having a totalpurchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Shares with an aggregate sale price giving rise tosuch purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder$1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and,upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder's right to pursue any other remediesavailable to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive reliefwith respect to the Company's failure to timely deliver Shares upon exercise of the Purchase Warrant as required pursuant to the termshereof.

2.3.5 No FractionalShares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Purchase Warrant.As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election,either (a) pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Priceor (b) round up to the next whole share if such fraction is greater than or equal to one-half or round down to the next whole share ifsuch fraction is less than one-half.

2.3.6 Charges,Taxes and Expenses. Issuance of Shares shall be made without charge to the Holder for any issue or transfer tax or other incidentalexpense in respect of the issuance of such Shares, all of which taxes and expenses shall be paid by the Company, and such Shares shallbe issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event thatShares are to be issued in a name other than the name of the Holder, this Purchase Warrant when surrendered for exercise shall be accompaniedby the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment ofa sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all transfer agent fees required for same-dayprocessing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performingsimilar functions) required for same-day electronic delivery of the Shares.

2.3.7 Closingof Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this PurchaseWarrant, pursuant to the terms hereof.

2.3.8 Signature.This Section 2 and the exercise form attached hereto set forth the totality of the procedures required of the Holder in order to exercisethis Purchase Warrant. Without limiting the preceding sentences, no ink-original exercise form shall be required, nor shall any medallionguarantee (or other type of guarantee or notarization) of any exercise form be required in order to exercise this Purchase Warrant. Noadditional legal opinion, other information or instructions shall be required of the Holder to exercise this Purchase Warrant. The Companyshall honor exercises of this Purchase Warrant and shall deliver Shares underlying this Purchase Warrant in accordance with the terms,conditions and time periods set forth herein.

2.4 Holder's Exercise Limitations.The Company shall not effect any exercise of this Purchase Warrant, and a Holder shall not have the right to exercise any portion of thisPurchase Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forthon the applicable Notice of Exercise, the Holder (together with the Holder's Affiliates (as defined below), and any other Persons (asdefined below) acting as a group together with the Holder or any of the Holder's affiliates), would beneficially own in excess of theBeneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Shares beneficially owned bythe Holder and its Affiliates shall include the number of Shares issuable upon exercise of this Purchase Warrant with respect to whichsuch determination is being made, but shall exclude the number of Shares which would be issuable upon (i) exercise of the remaining, nonexercisedportion of this Purchase Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercisedor nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents (asdefined below)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by theHolder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2.4, beneficial ownershipshall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to theHolder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedulesrequired to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.4 applies, the determinationof whether this Purchase Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) andof which portion of this Purchase Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Noticeof Exercise shall be deemed to be the Holder's determination of whether this Purchase Warrant is exercisable (in relation to other securitiesowned by the Holder together with any Affiliates) and of which portion of this Purchase Warrant is exercisable, in each case subject tothe 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 theExchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2.4, in determining the number of outstandingShares, a Holder may rely on the number of outstanding Shares as reflected in (A) the Company's most recent periodic or annual reportfiled with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written noticeby the Company or the Company's transfer agent setting forth the number of Shares outstanding. Upon the written or oral request of a Holder,the Company shall within two Trading Days (as defined herein) confirm orally and in writing to the Holder the number of Shares then outstanding.In any case, the number of outstanding Shares shall be determined after giving effect to the conversion or exercise of securities of theCompany, including this Purchase Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding Shareswas reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of Shares outstanding immediatelyafter giving effect to the issuance of Shares issuable upon exercise of this Purchase Warrant. The Holder, upon notice to the Company,may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2.4, provided that the Beneficial Ownership Limitationin no event exceeds 9.99% of the number of Shares outstanding immediately after giving effect to the issuance of Shares upon exerciseof this Warrant held by the Holder and the provisions of this Section 2.4 shall continue to apply. Any increase in the Beneficial OwnershipLimitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shallbe construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.4 to correct this paragraph(or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or tomake changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraphshall apply to a successor holder of this Purchase Warrant.

“Affiliate”means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common controlwith a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Common Stock Equivalents”means any securities of the Company that would entitle the holder thereof to acquire Shares.

“Person”means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

2.5 Legend. Each certificatefor the securities purchased under this Purchase Warrant shall bear a legend as follows unless such securities have been registered underthe Securities Act:

“THE SECURITIES REPRESENTED BYTHIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLESTATE LAW. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO ANEFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT ANDAPPLICABLE STATE LAW WHICH, IN THE OPINION OF COUNSEL TO THE COMPANY, IS AVAILABLE.”

3. Transfer.

3.1 General Restrictions.The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder will not: (a) sell, transfer,assign, pledge or hypothecate this Purchase Warrant or the securities issuable hereunder for a period of one hundred eighty (180) daysfollowing the Effective Date to anyone other than: (i) ThinkEquity LLC (“ThinkEquity”) or an underwriter or a selecteddealer participating in the Offering, or (ii) a bona fide officer or partner of ThinkEquity or of any such underwriter or selecteddealer, in each case in accordance with FINRA Rule 5110(e)(1), or (b) for a period of one hundred eighty (180) days following the EffectiveDate, cause this Purchase Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put orcall transaction that would result in the effective economic disposition of this Purchase Warrant or the securities hereunder, exceptas provided for in FINRA Rule 5110(e)(2). On and after one hundred eighty (180) days after the Effective Date, transfers to others maybe made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holdermust deliver to the Company the assignment form attached hereto duly executed and completed, together with the Purchase Warrant and paymentof all transfer taxes, if any, payable in connection therewith. The Company shall within five (5) Trading Days transfer this PurchaseWarrant on the books of the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriateassignee(s) expressly evidencing the right to purchase the aggregate number of Shares purchasable hereunder or such portion of such numberas shall be contemplated by any such assignment.

3.2 Restrictions Imposedby the Securities Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) the Companyhas received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration underthe Securities Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of theCompany (the Company hereby acknowledges and agrees that the opinion of McGuireWoods LLP shall be deemed satisfactory evidence of theavailability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating tothe offer and sale of such securities has been filed by the Company and declared effective by the Commission and compliance with applicablestate securities law has been established.

4. Registration Rights.

4.1 Demand Registration.

4.1.1 Grant ofRight. The Company, upon written demand (a “Demand Notice”) of the Holders of at least 51% of the Purchase Warrantsand/or underlying Shares, agrees to register, on one (1) occasion, all or any portion of the Shares underlying the Purchase Warrants (collectively,the “Registrable Securities”). On such occasion, the Company will file a registration statement with the Commissioncovering the Registrable Securities within sixty (60) days after receipt of a Demand Notice and use its reasonable best efforts to havethe registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however,that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect towhich the Holder is entitled to piggyback registration rights pursuant to Section 4.2 hereof and either: (i) the Holder has elected toparticipate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primaryoffering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30)days after such offering is consummated. The Company covenants and agrees to give written notice of its receipt of any Demand Notice byany Holders to all other registered Holders of the Purchase Warrants and/or the Registrable Securities within ten (10) days after thedate of the receipt of any such Demand Notice.

4.1.2 Terms.The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to Section 4.1.1, butthe Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to representthem in connection with the sale of the Registrable Securities. The Company agrees to use its reasonable best efforts to cause the filingrequired herein to become effective promptly and to qualify or register the Registrable Securities in such states as are reasonably requestedby the Holders; provided, however, that in no event shall the Company be required to register the Registrable Securities in a State inwhich such registration would cause: (i) the Company to be obligated to register or license to do business in such State or submit togeneral service of process in such State, or (ii) the principal shareholders of the Company to be obligated to escrow their shares ofcapital stock of the Company. The Company shall cause any registration statement filed pursuant to the demand right granted under Section4.1.1 to remain effective for a period of at least twelve (12) consecutive months after the date that the Holders of the Registrable Securitiescovered by such registration statement are first given the opportunity to sell all of such securities. The Holders shall only use theprospectuses provided by the Company to sell the shares covered by such registration statement, and will immediately cease to use anyprospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatementor omission. Notwithstanding the provisions of this Section 4.1.2, the Holder shall be entitled to a demand registration under this Section4.1.2 on only one (1) occasion and such demand registration right shall terminate on the fifth anniversary of the Commencement Date inaccordance with FINRA Rule 5110(g)(8)(C).

4.2 “Piggy-Back”Registration.

4.2.1 Grant ofRight. In addition to the demand right of registration described in Section 4.1 hereof, the Holder shall have the right, for a periodof five (5) years from the Commencement Date in accordance with FINRA Rule 5110(g)(8)(D), to include the Registrable Securities as partof any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a)promulgated under the Securities Act or pursuant to Form S-8 or Form S-4 or any equivalent form); provided, however, that if, solely inconnection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall, inits reasonable discretion, impose a limitation on the number of Shares which may be included in the Registration Statement because, insuch underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution,then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securitieswith respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of RegistrableSecurities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of RegistrableSecurities sought to be included by such Holders; provided, however, that the Company shall not exclude any RegistrableSecurities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of suchsecurities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities.

4.2.2 Terms.The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 4.2.1 hereof, butthe Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to representthem in connection with the sale of the Registrable Securities. In the event of such a proposed registration, the Company shall furnishthe then Holders of outstanding Registrable Securities with not less than fifteen (15) days’ written notice prior to the proposeddate of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration statement filedby the Company until such time as the registration rights have been terminated pursuant to Section 4.4. The holders of the RegistrableSecurities shall exercise the “piggy-back” rights provided for herein by giving written notice within ten (10) days of thereceipt of the Company’s notice of its intention to file a registration statement. Except as otherwise provided in this PurchaseWarrant, there shall be no limit on the number of times the Holder may request registration under this Section 4.2.2.

4.3 General Terms.

4.3.1 Indemnification.The Company shall indemnify the Holders of the Registrable Securities to be sold pursuant to any registration statement hereunder andeach person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section 20(a) of the ExchangeAct, against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonablyincurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the SecuritiesAct, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as theprovisions pursuant to which the Company has agreed to indemnify the Underwriters contained in Section 5.1 of the Underwriting Agreementbetween the Underwriters and the Company, dated as of [___________], 2025. The Holders of the Registrable Securities to be sold pursuantto such registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, against allloss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating,preparing or defending against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or otherwise,arising from information furnished by or on behalf of such Holders, or their successors or assigns, in writing, for specific inclusionin such registration statement to the same extent and with the same effect as the provisions contained in Section 5.2 of the UnderwritingAgreement pursuant to which the Underwriters have agreed to indemnify the Company.

4.3.2 Exerciseof Purchase Warrants. Nothing contained in this Purchase Warrant shall be construed as requiring the Holders to exercise their PurchaseWarrants prior to or after the initial filing of any registration statement or the effectiveness thereof.

4.3.3 DocumentsDelivered to Holders. The Company shall furnish to each Holder participating in any of the foregoing offerings and to each underwriterof any such offering, if any, a signed counterpart, addressed to such Holder or underwriter, of: (i) an opinion of counsel to the Company,dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, an opiniondated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold comfort” letter dated theeffective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated thedate of the closing under the underwriting agreement) signed by the independent registered public accounting firm which has issued a reporton the Company’s financial statements included in such registration statement, in each case covering substantially the same matterswith respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’ letter,with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counseland in accountants’ letters delivered to underwriters in underwritten public offerings of securities. The Company shall also deliverpromptly to each Holder participating in the offering requesting the correspondence and memoranda described below and to the managingunderwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relatingto discussions with the Commission or its staff with respect to the registration statement and permit each Holder and underwriter to dosuch investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statementas it deems reasonably necessary to comply with applicable securities laws or rules of FINRA. Such investigation shall include accessto books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors,all to such reasonable extent and at such reasonable times as any such Holder shall reasonably request.

4.3.4 UnderwritingAgreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holderswhose Registrable Securities are being registered pursuant to this Section 4, which managing underwriter shall be reasonably satisfactoryto the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters,and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreementsof that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwrittensale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants ofthe Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall notbe required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relateto such Holders, their Shares and their intended methods of distribution.

4.3.5 Documentsto be Delivered by Holders. Each of the Holders participating in any of the foregoing offerings shall furnish to the Company a completedand executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

4.3.6 Damages.Should the registration or the effectiveness thereof required by Sections 4.1 and 4.2 hereof be delayed by the Company or the Companyotherwise fails to comply with such provisions, the Holders shall, in addition to any other legal or other relief available to the Holders,be entitled to obtain specific performance or other equitable (including injunctive) relief against the threatened breach of such provisionsor the continuation of any such breach, without the necessity of proving actual damages and without the necessity of posting bond or othersecurity.

4.4 Terminationof Registration Rights. The registration rights afforded to the Holders under this Section 4 shall terminate on the earliest datewhen all Registrable Securities of such Holder either: (i) have been publicly sold by such Holder pursuant to a Registration Statement,(ii) have been covered by an effective Registration Statement on Form S-1 or Form S-3 (or successor forms thereto), which may be kepteffective as an evergreen Registration Statement, or (iii) may be sold by the Holder within a 90-day period without registration pursuantto Rule 144 or consistent with applicable SEC interpretive guidance (including CD&I no. 201.04 (April 2, 2007) or similar interpretiveguidance).

5. New Purchase Warrantsto be Issued.

5.1 Partial Exercise orTransfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in whole or in part.In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation, together withthe duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised pursuantto Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor to thisPurchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder asto which this Purchase Warrant has not been exercised or assigned.

5.2 Lost Certificate.Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Warrant andof reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase Warrant of liketenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation or destruction shallconstitute a substitute contractual obligation on the part of the Company.

6. Adjustments.

6.1 Adjustments to ExercisePrice and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant shall be subject to adjustmentfrom time to time as hereinafter set forth:

6.1.1 Stock Dividendsand Splits. If the Company, at any time while this Purchase Warrant is outstanding: (i) pays a stock dividend or otherwise makes adistribution or distributions on the Shares or any other equity or equity equivalent securities payable in Shares (which, for avoidanceof doubt, shall not include any Shares issued by the Company upon (A) exercise of this Purchase Warrant or (B) exercise, conversion orexchange of options, warrants, preferred stock, convertible notes, other convertible securities or other Common Stock Equivalents), (ii)subdivides outstanding Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding Sharesinto a smaller number of shares, or (iv) issues by reclassification of any shares of capital stock of the Company, then in each case theExercise Price shall be multiplied by a fraction of which the numerator shall be the number of Shares (excluding treasury shares, if any)outstanding immediately before such event and of which the denominator shall be the number of Shares outstanding immediately after suchevent, and the number of shares issuable upon exercise of this Purchase Warrant shall be proportionately adjusted such that the aggregateExercise Price of this Purchase Warrant shall remain unchanged. Any adjustment made pursuant to this Section 6.1 shall become effectiveimmediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall becomeeffective immediately after the effective date in the case of a subdivision, combination or re-classification. For the purposes of clarification,neither the Exercise Price of this Purchase Warrant nor the number of shares issuable upon exercise of this Purchase Warrant will be adjustedin the event that the Company or any subsidiary thereof, as applicable, sells or grants any option to purchase, or sells or grants anyright to reprice, or otherwise disposes of or issues (or announces any offer, sale, grant or any option to purchase or other disposition)any Shares or Common Stock Equivalents.

6.1.2 SubsequentRights Offerings. In addition to any adjustments pursuant to Section 6.1.1 above, if at any time the Company grants, issues or sellsany Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of anyclass of Shares of the Company (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the termsapplicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the numberof Shares acquirable upon complete exercise of this Purchase Warrant (without regard to any limitations on exercise hereof, includingwithout limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuanceor sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Shares are to be determinedfor the grant, issue or sale of such Purchase Rights; provided, however, to the extent that the Holder's right to participate in any suchPurchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participatein such Purchase Right to such extent (or beneficial ownership of such Shares as a result of such Purchase Right to such extent) and suchPurchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not resultin the Holder exceeding the Beneficial Ownership Limitation.

6.1.3 Pro RataDistributions. During such time as this Purchase Warrant is outstanding, if the Company shall declare or make any dividend (otherthan cash dividends) or other distribution of its assets (or rights to acquire its assets) to holders of Shares, by way of return of capitalor otherwise (including, without limitation, any distribution of shares 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 Purchase Warrant, then, in each such case, the Holder shall be entitled to participate in suchDistribution to the same extent that the Holder would have participated therein if the Holder had held the number of Shares acquirableupon complete exercise of this Purchase Warrant (without regard to any limitations on exercise hereof, including without limitation, theBeneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record istaken, the date as of which the record holders of Shares 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 BeneficialOwnership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownershipof any Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for thebenefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial OwnershipLimitation). To the extent that this Purchase Warrant has not been partially or completely exercised at the time of such Distribution,such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this PurchaseWarrant.

6.1.4 FundamentalTransaction. If, at any time while this Purchase Warrant is outstanding, (i) the Company, directly or indirectly, in one or more relatedtransactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly,effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in oneor a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Companyor another Person) is completed pursuant to which holders of Shares of the Company are permitted to sell, tender or exchange their sharesfor other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Shares of the Company, (iv)the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalizationof Shares or any compulsory share exchange pursuant to which the Shares are effectively converted into or exchanged for other securities,cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchaseagreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding Shares of the Company(not including any Shares held by the other Person or other Persons making or party to, or associated or affiliated with the other Personsmaking or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”),then, upon any subsequent exercise of this Purchase Warrant, the Holder shall have the right to receive, for each Share that would havebeen issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (withoutregard to any limitation in Section 2.4 on the exercise of this Purchase Warrant), the number of Shares of the successor or acquiringcorporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)receivable by holders of Shares as a result of such Fundamental Transaction for each Share for which this Purchase Warrant is exercisableimmediately prior to such Fundamental Transaction (without regard to any limitation in Section 2.4 on the exercise of this Warrant). Forpurposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Considerationbased on the amount of Alternate Consideration issuable in respect of one Share in such Fundamental Transaction, and the Company shallapportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different componentsof the Alternate Consideration. If holders of Shares of the Company are given any choice as to the securities, cash or property to bereceived in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives uponany exercise of this Purchase Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a FundamentalTransaction in which the Company is not the survivor (the "Successor Entity") to assume in writing all of the obligationsof the Company under this Purchase Warrant in accordance with the provisions of this Section 6.1.4 pursuant to written agreements in formand substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such FundamentalTransaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entityevidenced by a written instrument substantially similar in form and substance to this Purchase Warrant which is exercisable for a correspondingnumber of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Shares acquirable and receivable uponexercise of this Purchase Warrant (without regard to any limitations on the exercise of this Purchase Warrant) prior to such FundamentalTransaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into accountthe relative value of the Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number ofshares of capital stock and such exercise price being for the purpose of protecting the economic value of this Purchase Warrant immediatelyprior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder.Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from andafter the date of such Fundamental Transaction, the provisions of this Purchase Warrant referring to the "Company" shall referinstead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of theCompany under this Purchase Warrant with the same effect as if such Successor Entity had been named as the Company herein.

6.1.5 Calculations.All calculations under this Section 6.1 shall be made to the nearest cent or the nearest l/100th of a share, as the case may be. For purposesof this Section 6.1, the number of Shares deemed to be issued and outstanding as of a given date shall be the sum of the number of Shares(excluding treasury shares, if any) issued and outstanding.

6.1.6 Noticeto Holder.

i. Adjustmentto Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 6.1, the Company shall promptlymail or email to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the numberof Shares and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice toAllow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Shares,(B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Shares, (C) the Company shall authorize thegranting to all holders of the common stock rights or warrants to subscribe for or purchase any shares of capital stock of any class orof any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification of the Shares(a reverse stock split shall not be deemed a reclassification), any consolidation or merger to which the Company is a party, any saleor transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Shares are convertedinto other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or windingup of the affairs of the Company, then, in each case, the Company shall cause to be mailed a notice to the Holder at its last addressas it shall appear upon the warrant register of the Company, at least 20 calendar days prior to the applicable record or effective datehereinafter specified, stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption,rights or warrants, or if a record is not to be taken, the date as of which the holders of the Shares of record to be entitled to suchdividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation,merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holdersof the Shares of record shall be entitled to exchange their shares of the Shares for securities, cash or other property deliverable uponsuch reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to provide such notice or anydefect therein shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any noticeprovided hereunder constitutes, or contains, material, non-public information regarding the Company or any of its subsidiaries, the Companyshall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled toexercise this Purchase Warrant during the period commencing on the date of such notice to the effective date of the event triggering suchnotice except as may otherwise be expressly set forth herein.

6.1.7 Changesin Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section 6.1,and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated in the PurchaseWarrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Warrants reflectinga required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date or thecomputation thereof.

6.2 Substitute PurchaseWarrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company with or into, anothercorporation (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification or changeof the outstanding Shares), the corporation formed by such consolidation or share reconstruction or amalgamation shall execute and deliverto the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding or to be outstandingshall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise of such Purchase Warrant,the kind and amount of shares of stock and other securities and property receivable upon such consolidation or share reconstruction oramalgamation, by a holder of the number of Shares for which such Purchase Warrant might have been exercised immediately prior to suchconsolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental Purchase Warrant shall provide for adjustmentswhich shall be identical to the adjustments provided for in this Section 6. The above provision of this Section shall similarly applyto successive consolidations or share reconstructions or amalgamations.

7. Reservation and Listing.The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance upon exerciseof the Purchase Warrants, such number of Shares or other securities, properties or rights as shall be issuable upon the exercise thereof.The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of the Exercise Price therefor, in accordancewith the terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessableand not subject to pre-emptive rights of any shareholder. As long as the Purchase Warrants shall be outstanding, the Company shall useits commercially reasonable efforts to cause all Shares issuable upon exercise of the Purchase Warrants to be listed (subject to officialnotice of issuance) on all national securities exchanges (or, if applicable, on the OTC Bulletin Board or any successor trading market)on which the Shares issued to the public in the Offering (as defined in that certain Underwriting Agreement dated as of [ ], 2025 by andbetween the Company and ThinkEquity) may then be listed and/or quoted.

8. Certain Notice Requirements.

8.1 Holder’s Rightto Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive noticeas a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company.If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in Section 8.2shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen (15) days priorto the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to suchdividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution,liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the casemay be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholdersof the Company at the same time and in the same manner that such notice is given to the shareholders.

8.2 Events Requiring Notice.The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Companyshall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or distribution payable otherwisethan in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatmentof such dividend or distribution on the books of the Company; (ii) the Company shall offer to all the holders of its Shares any additionalshares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or anyoption, right or warrant to subscribe therefor; or (iii) a dissolution, liquidation or winding up of the Company (other than in connectionwith a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and businessshall be proposed.

8.3 Transmittal of Notices.All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall be deemed to have beenduly made when hand delivered or mailed by express mail or private courier service: (i) if to the registered Holder of the Purchase Warrant,to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to following address or to such other addressas the Company may designate by notice to the Holders:

If to the Holder:

ThinkEquity LLC

17 State Street,22nd Floor

New York, NY 10004

Attention: Headof Investment Banking

E-mail:notices@think-equity.com

with a copy (which shall notconstitute notice) to:

Sheppard, Mullin,Richter & Hampton LLP

30 Rockefeller Plaza,39^th Floor

New York, New York10112

Attn: Jeffrey Fesslerand Stephen Cohen

e-mail: jfessler@sheppardmullin.comand scohen@sheppardmullin.com

If to the Company:

BioVie Inc.

680 W Nye Lane,Suite 204

Carson City, Nevada89703

Attention: CuongDo, CEO

Email: cdo@bioviepharma.com

with a copy (which shall notconstitute notice) to:

McGuireWoods LLP

1251 6th Ave 20th Floor

New York, NY 10020

Attn: Stephen Older and Carly Ginley

e-mail:solder@mcguirewoods.com and cginley@mcguirewoods.com

9. General.

9.1 Amendments. TheCompany and the ThinkEquity may from time to time supplement or amend this Purchase Warrant without the approval of any of the Holdersin order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with anyother provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and theHolder may deem necessary or desirable and that the Company and the Holder deem shall not adversely affect the interest of the Holders.All other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement of themodification or amendment is sought.

9.2 Headings. The headingscontained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretationof any of the terms or provisions of this Purchase Warrant.

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

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

9.5 Governing Law; Submissionto Jurisdiction. This Purchase Warrant shall be governed by and construed and enforced in accordance with the laws of the State ofNew York. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this PurchaseWarrant shall be brought and enforced in the Supreme Court of the State of New York, sitting in the City and County of New York, or inthe United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdictionshall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenientforum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail,return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall be deemedpersonal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder agreethat the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

9.6 Waiver of Trial byJury. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders and affiliates) andthe Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legalproceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

9.7 Waiver, etc. Thefailure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be deemed or construedto be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision hereof or the rightof the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver of any breach, non-complianceor non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth in a written instrument executedby the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance ornon-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

9.8 Execution in Counterparts.This Purchase Warrant may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, eachof which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall becomeeffective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto.Such counterparts may be delivered by facsimile transmission or other electronic transmission.

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

[Signature Page Follows]

IN WITNESS WHEREOF, the Companyhas caused this Purchase Warrant to be signed by its duly authorized officer as of the ____ day of _______, 2025.

Very truly yours,

BioVieINC.

[Form to be used to exercise Purchase Warrant]

Date: __________, 20___

The undersigned hereby electsirrevocably to exercise the Purchase Warrant for [●] shares of common stock, par value $0.0001 per share (the “Shares”),of BioVie Inc., a Nevada corporation (the “Company”), and hereby makes payment of $[●] (at the rate of $[●]per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which this Purchase Warrant is exercised inaccordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for which thisPurchase Warrant has not been exercised.

or

The undersigned hereby electsirrevocably to convert its right to purchase [●] Shares of the Company under the Purchase Warrant for [●] Shares, as determinedin accordance with the Section 2.2 of the Purchase Warrant.

The undersigned agrees andacknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement with respect to the calculationshall be resolved by the Company in its sole discretion.

Please issue the Shares asto which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrantrepresenting the number of Shares for which this Purchase Warrant has not been converted.

INSTRUCTIONS FOR REGISTRATION OF SECURITIES

NOTICE: The signature to this form must correspondwith the name as written upon the face of the Purchase Warrant without alteration or enlargement or any change whatsoever, and must beguaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securitiesexchange.

[Form to be used to assign Purchase Warrant]

ASSIGNMENT

(To be executed by the registered Holder to effecta transfer of the within Purchase Warrant):

FOR VALUE RECEIVED, __________________ does herebysell, assign and transfer unto the right to purchase [●] shares of common stock, par value $0.0001 per share, of BioVie Inc., aNevada corporation (the “Company”), evidenced by the Purchase Warrant and does hereby authorize the Company to transfersuch right on the books of the Company.

Dated: __________, 20__

NOTICE: The signature to this form must correspondwith the name as written upon the face of the Purchase Warrant without alteration or enlargement or any change whatsoever, and must beguaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securitiesexchange.

EXHIBIT B

Form of Lock-Up Agreement

EXHIBIT C

Form of Press Release

BioVie Inc.

[Date]

BioVie Inc. (the “Company”)announced today that ThinkEquity LLC, acting as representative of the underwriters in the Company’s recent public offering of _______units, each consisting of one share of the Company’s common stock (the “Common Stock”) and one common stock purchasewarrant exercisable for one share of Common Stock (the “Warrant”), and/or __________ pre-funded units, each consistingof one pre-funded common stock purchase warrant exercisable for one share of Common Stock and one Warrant, is [waiving] [releasing] alock-up restriction with respect to _________ shares of Common Stock held by [certain officers or directors] [an officer or director]of the Company. The [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or after such date.

This press release is not an offer or saleof the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may notbe offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

Exhibit 4.17 

PRE-FUNDED COMMON STOCK PURCHASE WARRANT

BIOVIE INC.

THIS PRE-FUNDED COMMONSTOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received,                         or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and theconditions hereinafter set forth, at any time on or after the Issue Date and until this Warrant is exercised in full (the“Termination Date”) but not thereafter, to subscribe for and purchase from BioVie, Inc., a Nevada corporation(the “Company”), up to                   shares of Common Stock(as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock underthis Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions.In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:

“Affiliate”means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common controlwith a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Commission”means the United States Securities and Exchange Commission.

“Common Stock”means the Class A common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securitiesmay hereafter be reclassified or changed.

“Common Stock Equivalents”means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including,without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisableor exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Exchange Act”means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Liens”means a lien, charge pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Registration Statement”means the Company’s registration statement on Form S-1 (File No. 333-__________).

“Person”means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Proceeding”means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,such as a deposition), whether commenced or threatened.

“Rule 144”means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Registration Statement”means the Company’s registration statement on Form S-1 (File No. 333-__________).

“Securities Act”means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Trading Day”means a day on which the Common Stock is traded on a Trading Market.

“Trading Market”means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: theOTCQB, OTCQX or Pink Open Market operated by OTC Markets Group, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market,the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing).

“Transfer Agent”means West Coast Stock Transfer, Inc., 721 N. Vulcan Ave. 1st FL, Encinitas, CA 92024 , and any successor transfer agent of the Company.

“Warrants”means this Warrant and other Pre-Funded Common Stock Purchase Warrants issued by the Company pursuant to the Registration Statement.

Section 2. Exercise.

a) Exercise of thepurchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Issue Date and on orbefore the Termination Date by delivery to the Company of a duly executed facsimile copy (or e-mail attachment) of the Notice of Exercisein the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) one (1) Trading Day and (ii) the numberof Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid,the Holder shall deliver to the Company the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exerciseby wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c)below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallionguarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein tothe contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased allof the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrantto the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company.Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shallhave the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable numberof Warrant Shares purchased in connection with such partial exercise. The Holder and the Company shall maintain records showing the numberof Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one(1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that,by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of WarrantShares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b) Exercise Price.The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.0001 per Warrant Share, was pre-funded to theCompany on or prior to the Issue Date and, consequently, no additional consideration (other than the nominal exercise price of $0.001per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. The Holder shall notbe entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance or for anyreason whatsoever, including in the event this Warrant shall not have been exercised prior to the Termination Date. The remaining unpaidexercise price per share of Common Stock under this Warrant shall be $0.0001, subject to adjustment hereunder (the “ExercisePrice”). 

c) Cashless Exercise.This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holdershall be entitled to receive a number of Warrant Shares for the deemed surrender of the Warrant in whole or in part equal to the quotientobtained by dividing [(A-B) (X)] by (A), where:

Theissue price for each such Warrant Share to be issued pursuant to the cashless exercise of a Warrant will be equal to (B), as defined above,and the total issue price for the aggregate number of Warrant Shares issued pursuant to the cashless exercise of a Warrant will be deemedpaid and satisfied in full by the deemed surrender to the Company of the portion of such Warrant being exercised in accordance with thisSection 1(c). Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments or net cashsettlement to the Holder in lieu of delivery of the Warrant Shares. If Warrant Shares are issued in such a cashless exercise, the partiesacknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristicsof the Warrants being exercised. The Company agrees not to take any position contrary to this Section 2(c).

“Bid Price”means, for any security as of the particular time of determination, the bid price for such security on the Trading Market as reportedby Bloomberg as of such time of determination, or, if the Trading Market is not the principal securities exchange or trading market forsuch security, the bid price of such security on the principal securities exchange or trading market where such security is listed ortraded as reported by Bloomberg as of such time of determination, or if the foregoing does not apply, the bid price of such security inthe over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg as of such time of determination,or, if no bid price is reported for such security by Bloomberg as of such time of determination, the average of the bid prices of anymarket makers for such security as reported on the Pink Open Market as of such time of determination. If the Bid Price cannot be calculatedfor a security as of the particular time of determination on any of the foregoing bases, the Bid Price of such security as of such timeof determination shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder areunable to agree upon the fair market value of such security, then such fair market value shall be determined pursuant to the provisionsset forth in clause (d) of the definition of VWAP. All such determinations to be appropriately adjusted for any stock dividend, sharesplit, share consolidation, reclassification or other similar transaction during the applicable calculation period.

“ClosingSale Price” means, for any security as of any date, the last closing trade price for such security on the Trading Market, asreported by Bloomberg, or, if the Trading Market begins to operate on an extended hours basis and does not designate the closing tradeprice, then the last trade price of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the Trading Marketis not the principal securities exchange or trading market for such security, the last trade price of such security on the principal securitiesexchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the lasttrade price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg,or, if no last trade price is reported for such security by Bloomberg, the average of the ask prices of any market makers for such securityas reported on the in the OTC Link or on the Pink Open Market. If the Closing Sale Price cannot be calculated for a security on a particulardate on any of the foregoing bases, Closing Sale Price of such security on such date shall be the fair market value as mutually determinedby the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then suchfair market value shall be determined pursuant to the provisions set forth in clause (d) of the definition of VWAP. All such determinationsto be appropriately adjusted for any stock dividend, share split, share consolidation, reclassification or other similar transaction duringthe applicable calculation period.

“VWAP”means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed orquoted for trading on a Trading Market other than the OTCQB, OTCQX or Pink Open Market operated by OTC Markets Group, the daily volumeweighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stockis then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New YorkCity time)), (b) if the Common Stock is then quoted for trading on the OTCQB or OTCQX operated by OTC Markets Group, the volume weightedaverage price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, or (c) in all other cases,the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the holders of amajority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall bepaid by the Company.

d) Mechanicsof Exercise.

i. Delivery ofWarrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agentto the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Companythrough its Deposit or Withdrawal at Custodian system (the “DWAC”) if the Company is then a participant in such systemand either (A) there is an effective registration statement or offering statement permitting the issuance of the Warrant Shares to orresale of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical deliveryof a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of WarrantShares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by thedate that is the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period afterthe delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon deliveryof the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the Holder of record of the Warrant Shareswith respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that paymentof the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) TradingDays after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the Standard SettlementPeriod following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subjectto a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and notas a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicableNotice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share DeliveryDate) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered to said Holder or the Holderrescinds such exercise. The Company agrees to maintain a Transfer Agent that is a participant in the Fast Automated Securities Transferor FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period”means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respectto the Common Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to anyNotice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Issue Date, which may be delivered at any time afterthe time of execution of the Placement Agent Agreement, dated [__], 2025 between the Company and ThinkEquity LLC, the Company agrees todeliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Issue Date.

ii. Deliveryof New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder andupon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencingthe rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respectsbe identical with this Warrant.

iii. RescissionRights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv. Compensationfor Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, ifthe Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by itsbroker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of CommonStock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise(a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’stotal purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtainedby multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exerciseat issue by (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder,either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in whichcase such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issuedhad the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases shares of CommonStock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Common Stock with an aggregatesale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shallbe required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holderin respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’sright to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specificperformance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exerciseof the Warrant as required pursuant to the terms hereof.

v. No FractionalShares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. Asto any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election,either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price orround up to the next whole share.

vi. Charges,Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidentalexpense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such WarrantShares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered forexercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a conditionthereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agentfees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearingcorporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii. Closingof Books. The Company shall not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant,pursuant to the terms hereof.

e) Holder’sExercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exerciseany portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exerciseas set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons actingas a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), wouldbeneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the numberof shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of sharesof Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the numberof shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of this Warrant beneficiallyowned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-convertedportion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitationon conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or AttributionParties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated inaccordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holderthat the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and theHolder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation containedin this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holdertogether with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretionof the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrantis exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of whichportion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligationto verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shallbe determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposesof this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstandingshares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as thecase may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agentsetting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall withintwo Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the numberof 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 sharesof Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder priorto the issuance of any Warrants, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the issuanceof Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the BeneficialOwnership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of thenumber of shares of Common Stock outstanding immediately after giving effect to the issuance of Common Stock upon exercise of this Warrantheld by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitationwill not be effective until the 61^st day after such notice is delivered to the Company. The provisions of this paragraph shallbe construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph(or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or tomake changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraphshall apply to a successor holder of this Warrant.

Section 3. CertainAdjustments.

a) Stock Dividendsand Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distributionor distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which,for avoidance of doubt, shall not include any Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstandingshares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split or consolidation) outstandingCommon Stock into a smaller number of shares, or (iv) issues by reclassification of shares of Common Stock any shares of the Company,then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of CommonStock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number ofshares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shallbe proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuantto this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receivesuch dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combinationor re-classification.

b) SubsequentRights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sellsany Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of sharesof Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable tosuch Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares ofCommon Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including withoutlimitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or saleof 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 determinedfor the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate inany such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitledto participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such PurchaseRight to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as itsright thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

c) Pro Rata Distributions.During such time as this Warrant is outstanding, 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 haveparticipated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (withoutregard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before thedate 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 sharesof Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that theHolder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation,then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any sharesof Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for thebenefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial OwnershipLimitation).

d) FundamentalTransaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactionseffects any merger or amalgamation or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly,effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in oneor a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Companyor another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for othersecurities, cash or property and has been accepted by the holders of 50% or more of the outstanding shares of Common Stock or 50% or moreof the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactionseffects any reclassification, reorganization or recapitalization of shares of Common Stock or any compulsory share exchange pursuant towhich shares of Common Stock are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directlyor indirectly, in one or more related transactions consummates a share purchase agreement or other business combination (including, withoutlimitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby suchother Person or group acquires more than 50% of the outstanding shares of Common Stock or more of the outstanding Common Stock or 50%or more of the voting power of the common equity of the Company (each a “Fundamental Transaction”), then, upon anysubsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuableupon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard toany limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporationor of the Company, if it is the surviving corporation or is otherwise the continuing corporation, and any additional consideration (the“Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of sharesof Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitationin Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall beappropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect ofshares of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Considerationin a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of CommonStock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall begiven the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “SuccessorEntity”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions ofthis Section 3(d) pursuant to written agreements prior to such Fundamental Transaction and shall, at the option of the Holder, deliverto the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similarin form and substance to this Warrant which is exercisable for a corresponding number of shares or other securities of such SuccessorEntity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (withoutregard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which appliesthe exercise price hereunder to such shares of or other securities (but taking into account the relative value of the shares of CommonStock pursuant to such Fundamental Transaction and the value of such shares or securities, such number of shares or securities and suchexercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such FundamentalTransaction). Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (sothat from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shallrefer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligationsof the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.

e) Calculations.All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposesof this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of thenumber of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

f) Notice toHolder.

i. Adjustmentto Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptlydeliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustmentto the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice toAllow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock,(B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorizethe granting to all holders of the shares of Common Stock rights or warrants to subscribe for or purchase any shares of the Company orof any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the CommonStock, any consolidation or merger, amalgamation or arrangement to which the Company is a party, any sale or transfer of all or substantiallyall of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash orproperty, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of theCompany, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile numberor email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable recordor effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend,distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stockof record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on whichsuch reclassification, consolidation, merger, amalgamation, arrangement, sale, transfer or share exchange is expected to become effectiveor close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their sharesof Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, amalgamation, arrangementsale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shallnot affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in thisWarrant constitutes, or contains, material, non-public information regarding the Company or any of its subsidiaries (the “Subsidiaries”),the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remainentitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggeringsuch notice except as may otherwise be expressly set forth herein.

Section 4. Transferof Warrant.

a) Transferability.This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office ofthe Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto dulyexecuted by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of theassignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issueto the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstandinganything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holderhas assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Daysof the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. This Warrant, if properly assignedin accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b) New Warrants.This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, togetherwith a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agentor attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Companyshall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance withsuch notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date of this Warrant and shall be identicalwith this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c) Warrant Register.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 theabsolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actualnotice to the contrary.

Section 5. Miscellaneous.

a) No Rightsas Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholderof the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Withoutlimiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receivecash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event, including if the Company is for any reason unableto issue and deliver Warrant Shares upon exercise of this Warrant as required pursuant to the terms thereof, shall the Company be requiredto net cash settle an exercise of this Warrant.

b) Loss, Theft,Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory toit of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in caseof loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which shall in no event include the posting ofany bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company shall make and delivera new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c) Saturdays,Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or grantedherein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day.

d) AuthorizedShares.

The Company covenantsthat, during the period the Warrant is outstanding, it will reserve from its authorized and unissued shares of Common Stock a sufficientnumber of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Companyfurther covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuingthe necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company shall take all such reasonable actionas may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,or of any requirements of the Trading Market upon which the Common Stock may be listed or quoted for trading. The Company covenants thatall Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of thepurchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued,fully paid and non-assessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (otherthan taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to theextent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificateof incorporation or through any reorganization, transfer of assets, consolidation, merger, amalgamation, arrangement dissolution, issueor sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of thisWarrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as maybe necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generalityof the foregoing, the Company shall (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exerciseimmediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Companymay validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant and (iii) use commerciallyreasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking anyaction which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatorybody or bodies having jurisdiction thereof.

e) GoverningLaw. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by andconstrued and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict oflaws thereof. Each party agrees that all legal Proceedings concerning the interpretation, enforcement and defense of this Warrant shallbe commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”).Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any disputehereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcementof any provision hereunder), and hereby irrevocably waives, and agrees not to assert in any suit, action or Proceeding, any claim thatit is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue forsuch Proceeding. If any party shall commence an action or Proceeding to enforce any provisions of this Warrant, then the prevailing partyin such action or Proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurredin the investigation, preparation and prosecution of such action or Proceeding.

f) Restrictions.The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does notutilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

g) Nonwaiverand Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate asa waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of thisWarrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damagesto the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, butnot limited to, reasonable attorneys’ fees, including those of appellate Proceedings, incurred by the Holder in collecting any amountsdue pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices.Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Noticeof Exercise, shall be in writing and delivered personally, by facsimile or by e-mail, or sent by a nationally recognized overnight courierservice, addressed to the Company, at 680 W Nye Lane Suite 204, Carson City, NV 89703, Attention: Wendy Kim, email address: wkim@bioviepharma.comor such other email address or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or othercommunications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, emailor sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number, email address or addressof such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed givenand effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via facsimile at the facsimilenumber or e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next TradingDay after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or e-mail at thee-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any TradingDay, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv)upon actual receipt by the party to whom such notice is required to be given.

i) Limitationof Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase WarrantShares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchaseprice of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of theCompany.

j) Remedies.The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specificperformance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any lossincurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in anyaction for specific performance that a remedy at law would be adequate.

k) Successorsand Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to thebenefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceableby the Holder or holder of Warrant Shares.

l) Amendment.This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, andthe Holder on the other hand.

m) Severability.Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to theextent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n) No ExpenseReimbursement. The Holder shall in no way be required the pay, or to reimburse the Company for, any fees or expenses of the Company’stransfer agent in connection with the issuance or holding or sale of the Common Stock, Warrant and/or Warrant Shares. The Company shallsolely be responsible for any and all such fees and expenses.

o) Headings.The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the Companyhas caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

NOTICE OF EXERCISE

(1) The undersigned hereby electsto purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tendersherewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the formof (check applicable box):

☐in lawful money of the United States; or

☐the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercisethis Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth insubsection 2(c).

(3) Please issue said WarrantShares in the name of the undersigned or in such other name as is specified below:

The Warrant Shares shall be delivered to the followingDWAC Account Number:

[SIGNATUREOF HOLDER]

ASSIGNMENT FORM

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

FOR VALUE RECEIVED, the foregoingWarrant and all rights evidenced thereby are hereby assigned to

Exhibit 4.18 

COMMON STOCK PURCHASE WARRANT

biovieInc.

THIS COMMON STOCK PURCHASE WARRANT(the “Warrant”) certifies that, for value received, _______ or its assigns (the “Holder”) is entitled,upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof(the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the [*] ([*]) year anniversary ofthe Initial Exercise Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from BioVieInc., a Nevada corporation (the “Company”), up to ______ shares of common stock, par value $0.0001 per share (the “CommonStock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of CommonStock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions.Except as set forth below, capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain UnderwritingAgreement (the “Agreement”), dated [*], 2025, between the Company and ThinkEquity LLC, as representative of the several underwriters.

“Trading Day”means any weekday on which the Trading Market is open for trading.

“Trading Market”means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: theNYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, theOTCQB or the OTCQX (or any successors to any of the foregoing).

“Transfer Agent”means West Coast Stock Transfer, Inc., the Company’s transfer agent and registrar for the Common Stock, and any successor appointedin such capacity.

Section 2. Exercise.

a) Exerciseof Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times onor after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy(or.pdf copy via e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (the “Notice of Exercise”).Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as definedin Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for theWarrant Shares specified in the applicable Notice of Exercise by wire transfer drawn on a United States bank unless the cashless exerciseprocedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shallbe required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstandinganything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holderhas purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shallsurrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exerciseis delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Sharesavailable hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equalto the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of WarrantShares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) TradingDay of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reasonof the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Sharesavailable for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b) ExercisePrice. The exercise price per share of Common Stock under this Warrant shall be $[*], subject to adjustment hereunder (the “ExercisePrice”).

c) CashlessExercise. If at any time during the term of this Warrant and on or after the Initial Exercise Date, there is no effective registrationstatement registering, or no current prospectus available for the issuance of the Warrant Shares by the Holder, then this Warrant maybe exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled toreceive a number of Warrant Shares determined according to the following formula (a “Cashless Exercise”):

Net Number = (Ax B) - (A x C)

             B

For purposes ofthe foregoing formula:

(A) = the total number of shares withrespect to which this Warrant is then being exercised.

(B) = as applicable: (i) the VWAP on theTrading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and deliveredpursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereofon a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgatedunder the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediatelypreceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reportedby Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executedduring “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2)hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on thedate of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is bothexecuted and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day; and

(C) = the Exercise Price then in effectfor the applicable Warrant Shares at the time of such exercise.

If Warrant Shares are issued in such a cashlessexercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall takeon the registered characteristics of the Warrants being exercised. The Company agrees not to take any position contrary to this Section2(c). Notwithstanding anything to the contrary, without limiting the rights of the Holder toreceive Warrant Shares on a “cashless exercise” hereunder or to receive cash payments pursuant to Section 2(d)(i) and Section2(d)(iv) herein, there are no circumstances that would require the Company to make any cash payments or net cash settle the purchasewarrants to the holders.

“Bid Price”means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed orquoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the TradingMarket on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New YorkCity time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of theCommon Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listedor quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organizationor agency succeeding to its functions of reporting prices), the most recent bid price per share of Common Stock so reported, or (d) inall other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith bythe Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expensesof which shall be paid by the Company.

“VWAP”means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed orquoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted averageprice of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is notthen listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or asimilar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stockso reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selectedin good faith by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, thefees and expenses of which shall be paid by the Company.

d) Mechanicsof Exercise.

i. Deliveryof Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the TransferAgent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Companythrough its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such systemand either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the WarrantShares by the Holder or (B) this Warrant is exercised via cashless exercise), and otherwise by book-entry, registered in the Company’sshare register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant tosuch exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of (i) one (1) TradingDay and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case after the delivery to the Company of theNotice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holdershall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warranthas been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price(other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of TradingDays comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliverto the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder,in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP ofthe Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifthTrading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such WarrantShares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FASTprogram so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” meansthe standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to theCommon Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s)of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any timeafter the time of execution of the Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m.(New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposeshereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such WarrantShare Delivery Date.

ii. Deliveryof New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder andupon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencingthe rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respectsbe identical with this Warrant.

iii. RescissionRights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv. Compensationfor Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, ifthe Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by itsbroker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of CommonStock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise(a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’stotal purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtainedby multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exerciseat issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of theHolder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (inwhich case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have beenissued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases CommonStock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock withan aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence theCompany shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payableto the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limita Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decreeof specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stockupon exercise of the Warrant as required pursuant to the terms hereof.

v. No FractionalShares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. Asto any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election,either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price orround up to the next whole share.

vi. Charges,Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidentalexpense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such WarrantShares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered forexercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a conditionthereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agentfees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearingcorporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii. Closingof Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant,pursuant to the terms hereof.

e) Holder’sExercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exerciseany portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exerciseas set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons actingas 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 numberof shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall excludethe number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrantbeneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised ornonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subjectto a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of itsAffiliates or Attribution Parties.  Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficialownership 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 Section13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To theextent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relationto other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant isexercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’sdetermination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliatesand 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 anygroup status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulationspromulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder mayrely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual reportfiled with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written noticeby the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.  Upon the written or oral requestof a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common Stockthen outstanding.  In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversionor exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the dateas of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shallbe 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stockissuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitationprovisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of the sharesof Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant heldby the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation willnot be effective until the 61^st day after such notice is delivered to the Company. The provisions of this paragraph shallbe construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph(or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or tomake changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraphshall apply to a successor holder of this Warrant.

Section 3. CertainAdjustments.

a) StockDividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makesa distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares ofCommon Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of thisWarrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reversestock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of CommonStock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which thenumerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such eventand of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number ofshares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrantshall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date forthe determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effectivedate in the case of a subdivision, combination or re-classification.

b) [Reserved].

c) SubsequentRights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sellsany Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of anyclass of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the termsapplicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the numberof shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, includingwithout limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuanceor 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 areto be determined for the grant, issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s rightto participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shallnot be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a resultof 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 Beneficial Ownership Limitation).

d) Pro RataDistributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distributionof 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 afterthe issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extentthat the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exerciseof this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)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 therecord 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 Beneficial OwnershipLimitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership ofany shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyancefor the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial OwnershipLimitation).

e) FundamentalTransaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactionseffects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects anysale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a seriesof related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or anotherPerson) is completed pursuant to which holders of shares of Common Stock are permitted to sell, tender or exchange their shares for othersecurities, cash or property and has been accepted by the holders of 50% or more of the outstanding shares of Common Stock or 50% or moreof the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactionseffects any reclassification, reorganization or recapitalization of the shares of Common Stock or any compulsory share exchange pursuantto which the shares of Common Stock are effectively converted into or exchanged for other securities, cash or property, or (v) the Company,directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination(including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person orgroup of Persons whereby such other Person or group acquires 50% or more of the outstanding shares of Common Stock or 50% or more of thevoting power of the common equity of the Company (each a “Fundamental Transaction”), then, upon any subsequent exerciseof this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediatelyprior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e)on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, ifit is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a resultof such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediatelyprior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposesof any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Considerationbased on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and theCompany shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of anydifferent components of the Alternate Consideration. If holders of shares of Common Stock are given any choice as to the securities, cashor property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Considerationit receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in theevent of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisableat any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of thepublic announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amountof cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummationof such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company's control, includingnot approved by the Company's Board of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity, thesame type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant,that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether thatconsideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice toreceive from among alternative forms of consideration in connection with the Fundamental Transaction; provided further, that if holdersof Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Common Stockwill be deemed to have received common stock of the Successor Entity (which Entity may be the Company following such Fundamental Transaction)in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black-Scholes OptionPricing Model obtained from the “OV” function on Bloomberg, L.P. (“Bloomberg”) determined as ofthe day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate correspondingto the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated FundamentalTransaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained fromthe HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the publicannouncement of the applicable contemplated Fundamental Transaction, (C) the underlying price per share used in such calculation shallbe the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any,being offered in such Fundamental Transaction and (ii) the greater of (x) the last VWAP immediately prior to the public announcement ofsuch applicable contemplated Fundamental Transaction and (y) the last VWAP immediately prior to the consummation of such Fundamental Transactionand (D) a remaining option time equal to the time between the date of the public announcement of the applicable contemplated FundamentalTransaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transferof immediately available funds within five Business Days of the Holder’s election (or, if later, on the effective date of the FundamentalTransaction). The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the“Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other TransactionDocuments in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactoryto the Holder prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for thisWarrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrantwhich is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalentto the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exerciseof this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to suchshares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transactionand the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose ofprotecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonablysatisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shallsucceed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant andthe other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exerciseevery right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other TransactionDocuments with the same effect as if such Successor Entity had been named as the Company herein.

f)   Calculations.All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposesof this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of thenumber of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

g) Noticeto Holder.

i. Adjustmentto Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptlydeliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustmentto the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii. Noticeto Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the sharesof Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the shares of Common Stock,(C) the Company shall authorize the granting to all holders of the shares of Common Stock rights or warrants to subscribe for or purchaseany capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection withany reclassification of the shares of Common Stock, any consolidation or merger to which the Company is a party, any sale or transferof all or substantially all of the assets of the Company, or any compulsory share exchange whereby the shares of Common Stock are convertedinto other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or windingup of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at itslast facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 5 calendar days prior tothe applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for thepurpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holdersof the shares of Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determinedor (y) the date on which such reclassification, consolidation, merger, sale, transfer or stock exchange is expected to become effectiveor close, and the date as of which it is expected that holders of the shares of Common Stock of record shall be entitled to exchange theirshares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transferor stock exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affectthe validity of the corporate action required to be specified in such notice and provided, further that no notice shall be required ifthe information is disseminated in a press release or document filed with the Securities and Exchange Commission . To the extent thatany notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries,the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remainentitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggeringsuch notice except as may otherwise be expressly set forth herein.

Section 4. Transfer of Warrant.

a) Transferability.This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part,upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of thisWarrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay anytransfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall executeand deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominationsspecified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not soassigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be requiredto physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shallsurrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to theCompany assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder forthe purchase of Warrant Shares without having a new Warrant issued.

b) New Warrants.This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, togetherwith a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agentor attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Companyshall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance withsuch notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date of this Warrant and shall be identical with thisWarrant except as to the number of Warrant Shares issuable pursuant thereto.

c) WarrantRegister. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “WarrantRegister”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holderof this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all otherpurposes, absent actual notice to the contrary.

Section 5. Miscellaneous.

a) No Rightsas Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholderof the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.

b) Loss,Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactoryto it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in caseof loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not includethe posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will makeand deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c) Saturdays,Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or grantedherein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.

d) AuthorizedShares.

The Company covenantsthat, during the period the Warrant is outstanding, it will reserve from its authorized and unissued shares of Common Stock a sufficientnumber of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Companyfurther covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuingthe necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable actionas may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,or of any requirements of the Trading Market upon which the shares of Common Stock may be listed. The Company covenants that all WarrantShares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rightsrepresented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paidand nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxesin respect of any transfer occurring contemporaneously with such issue).

Except and to theextent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificateof incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities orany other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at alltimes in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriateto protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, theCompany will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately priorto such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly andlegally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable effortsto obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessaryto enable the Company to perform its obligations under this Warrant.

Before taking anyaction which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatorybody or bodies having jurisdiction thereof.

e) Jurisdiction.All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordancewith the provisions of the Underwriting Agreement.

f)   Restrictions.The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does notutilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

g) Nonwaiverand Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate asa waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that the Holder’sright to exercise this Warrant terminates on the Termination Date. If the Company willfully and knowingly fails to comply with any provisionof this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficientto cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings,incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices.Any notices, consents, waivers or other document or communications required or permitted to be given or delivered under the terms of thisWarrant must be in writing and will be deemed to have been delivered: (i) upon receipt, if delivered personally; (ii) when sent, if sentby facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sendingparty); (iii) when sent, if sent by e-mail (provided that such sent e-mail is kept on file (whether electronically or otherwise)by the sending party and the sending party does not receive an automatically generated message from the recipient’s e-mail serverthat such e-mail could not be delivered to such recipient) and (iv) if sent by overnight courier service, one (1) Trading Day after depositwith an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same.If notice is given by facsimile or email, a copy of such notice shall be dispatched no later than the next business day by first classmail, postage prepaid. The addresses, facsimile numbers and e-mail addresses for such communications shall be:

If to the Company:

BioVie Inc.

680 W Nye Lane,Suite 204

Carson City, Nevada89703

Attn:

Email:

If to a Holder,to its address, facsimile number or e-mail address set forth herein or on the books and records of the Company.

Or, in each of theabove instances, to such other address, facsimile number or e-mail address and/or to the attention of such other Person as the recipientparty has specified by written notice given to each other party at least five (5) days prior to the effectiveness of such change. Writtenconfirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronicallygenerated by the sender’s facsimile machine containing the time, date and recipient facsimile number or (C) provided by an overnightcourier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service inaccordance with clause (i), (ii) or (iv) above, respectively. A copy of the e-mail transmission containing the time, date and recipiente- mail address shall be rebuttable evidence of receipt by e-mail in accordance with clause (iii) above. Notwithstanding anything in thisWarrant to the contrary, the Company shall not publicly disclose the name of Holder or any of its Affiliates, or include the name of Holderor any of its Affiliates in any press release or in any filing with the Commission or any regulatory agency or Trading Market, withoutthe prior written consent of Holder, except (i) as required by the federal or state securities laws and (ii) to the extent such disclosureis required by law, rules or regulation of any applicable governmental authority or self-regulatory organization (including Nasdaq orother stock exchange).

i)   Limitationof Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase WarrantShares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchaseprice of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of theCompany.

j)   Remedies.The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specificperformance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any lossincurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in anyaction for specific performance that a remedy at law would be adequate.

k) Successorsand Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to thebenefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceableby the Holder or holder of Warrant Shares.

l)   Amendment.This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

m) Severability.Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to theextent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n) Headings.The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the Companyhas caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

Exhibit A

NOTICE OF EXERCISE

TO:  BIOVIEINC.

(1) The undersignedhereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full),and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the formof (check applicable box):

☐ in lawful money of theUnited States; or

☐ if permitted the cancellationof such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrantwith respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3) Please issue said WarrantShares in the name of the undersigned or in such other name as is specified below:

The Warrant Shares (subject to the receipt ofappropriate representations and warranties from Holder) shall be delivered to the following DWAC Account Number:

[SIGNATUREOF HOLDER]

Exhibit B 

ASSIGNMENT FORM

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

FOR VALUE RECEIVED, the foregoingWarrant and all rights evidenced thereby are hereby assigned to

Exhibit 4.20

WARRANT AGENT AGREEMENT

WARRANT AGENT AGREEMENT (this“Warrant Agreement”) dated as of _________, 2025 (the “Issuance Date”) between BioVie Inc., a Nevadacorporation (the “Company”), and West Coast Stock Transfer, Inc., a California corporation (the “Warrant Agent”).

WHEREAS, pursuant to the termsof that certain Underwriting Agreement (“Underwriting Agreement”), dated _________, 2025, by and between the Companyand ThinkEquity LLC, as representative of the underwriters set forth therein, the Company is engaged in a public offering (the “Offering”)of (A) up to _________ units, each unit consisting of (i) one share (the “Shares”) of Class A common stock, par value$0.0001 per share (the “Common Stock”) of the Company and (ii) one warrant (the “Warrants”) to purchaseshares of Common Stock (the “Warrant Shares”) and (B) up to                    pre-funded units, each pre-funded unit consisting of (i) one pre-funded warrant (the “Pre-funded Warrants”), includingShares, Warrants and Pre-funded Warrants issuable pursuant to the underwriters’ over-allotment option;

WHEREAS, the Company has filedwith the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-                   )(as the same may be amended from time to time, the “Registration Statement”), for the registration under the SecuritiesAct of 1933, as amended (the “Securities Act”), of the Shares, Warrants and Warrant Shares, and such Registration Statementwas declared effective on _______, 2025;

WHEREAS, the Company desires theWarrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in accordance with the terms set forth in thisWarrant Agreement in connection with the issuance, registration, transfer, exchange and exercise of the Warrants;

WHEREAS, the Company desires toprovide for the provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitationof rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and

WHEREAS, all acts and things havebeen done and performed which are necessary to make the Warrants the valid, binding and legal obligations of the Company, and to authorizethe execution and delivery of this Warrant Agreement.

NOW, THEREFORE, in considerationof the mutual agreements herein contained, the parties hereto agree as follows:

1.

Appointmentof Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company with respect to the Warrants, andthe Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and conditions setforth in this Warrant Agreement (and no implied terms or conditions).

2.

Warrants.

2.1.

Formof Warrant. The Warrants shall be registered securities and shall be initially evidenced by a global Warrant certificate (“GlobalCertificate”) in the form of Annex A to this Warrant Agreement, which shall be deposited on behalf of the Company witha custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., a nominee of DTC.If DTC subsequently ceases to make its settlement system available for the Warrants, the Company may instruct the Warrant Agent regardingmaking arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to havethe Warrants available in, registration in the name of Cede & Co., a nominee of DTC, the Company may instruct the Warrant Agent toprovide written instructions to DTC to deliver to the Warrant Agent for cancellation the Global Certificate, and the Company shall instructthe Warrant Agent to deliver to each Holder (as defined below) a separate certificate evidencing the Warrants (“Definitive Certificates”and, together with the Global Certificate, “Warrant Certificates”), in the form of Annex B to this Warrant Agreement.The Warrants represented by the Global Certificate are referred to as “Global Warrants”.

2.2.

Issuanceand Registration of Warrants.

2.2.1.

WarrantRegister. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuanceand the registration of transfer of the Warrants. Any Person in whose name ownership of a beneficial interest in the Warrants evidencedby a Global Certificate is recorded in the records maintained by DTC or its nominee shall be deemed the “beneficial owner”thereof, provided that all such beneficial interests shall be held through a Participant (as defined below), which shall be the registeredholder of such Warrants.

2.2.2.

Issuanceof Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificate and deliver the Warrantsin the DTC settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of beneficialinterests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTCand (ii) by institutions that have accounts with DTC (each, a “Participant”), subject to a Holder’s right toelect to receive a Warrant in certificated form in the form of Annex B to this Warrant Agreement. Any Holder desiring to electto receive a Warrant in certificated form shall make such request in writing delivered to the Warrant Agent pursuant to Section 2.2.8,and shall surrender to the Warrant Agent the interest of the Holder on the books of the Participant evidencing the Warrants which areto be represented by a Definitive Certificate through the DTC settlement system. Thereupon, the Warrant Agent shall countersign and deliverto the person entitled thereto a Warrant Certificate or Warrant Certificates, as the case may be, as so requested.

2.2.3.

Beneficial Owner;Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treatthe person in whose name that Warrant shall be registered on the Warrant Register (the “Holder”) as the absolute ownerof such Warrant for purposes of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shallbe affected by any notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agentor any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnishedby DTC governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in aWarrant evidenced by the Global Certificate shall be exercised by the Holder or a Participant through the DTC system, except to the extentset forth herein or in the Global Certificate.

2.2.4.

Execution.The Warrant Certificates shall be executed on behalf of the Company by any authorized officer of the Company (an “AuthorizedOfficer”), which need not be the same authorized signatory for all of the Warrant Certificates, either manually or by facsimilesignature. The Warrant Certificates shall be countersigned by an authorized signatory of the Warrant Agent, which need not be the samesignatory for all of the Warrant Certificates, and no Warrant Certificate shall be valid for any purpose unless so countersigned. In caseany Authorized Officer of the Company that signed any of the Warrant Certificates ceases to be an Authorized Officer of the Company beforecountersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersignedby the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificates hadnot ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, atthe actual date of the execution of such Warrant Certificate, shall be an Authorized Officer of the Company authorized to sign such WarrantCertificate, although at the date of the execution of this Warrant Agreement any such person was not such an Authorized Officer.

2.2.5.

Registrationof Transfer. At any time at or prior to the Expiration Date (as defined below), a transfer of any Warrants may be registered and anyWarrant Certificate or Warrant Certificates may be split up, combined or exchanged for another Warrant Certificate or Warrant Certificatesevidencing the same number of Warrants as the Warrant Certificate or Warrant Certificates surrendered. Any Holder desiring to registerthe transfer of Warrants or to split up, combine or exchange any Warrant Certificate shall make such request in writing delivered to theWarrant Agent, and shall surrender to the Warrant Agent the Warrant Certificate or Warrant Certificates evidencing the Warrants the transferof which is to be registered or that is or are to be split up, combined or exchanged. Thereupon, the Warrant Agent shall countersign anddeliver to the person entitled thereto a Warrant Certificate or Warrant Certificates, as the case may be, as so requested. The WarrantAgent may require reasonable and customary payment, by the Holder requesting a registration of transfer of Warrants or a split-up, combinationor exchange of a Warrant Certificate (but, for purposes of clarity, not upon the exercise of the Warrants and issuance of Warrant Sharesto the Holder), of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with such registration oftransfer, split-up, combination or exchange, together with reimbursement to the Warrant Agent of all reasonable expenses incidental thereto.

2.2.6.

Loss,Theft and Mutilation of Warrant Certificates. Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactoryto them of the loss, theft, destruction or mutilation of a Warrant Certificate, and, in case of loss, theft or destruction, of indemnityor security in customary form and amount, (which shall in no event include the posting of any bond), and reimbursement to the Companyand the Warrant Agent of all reasonable expenses incidental thereto, and upon surrender to the Warrant Agent and cancellation of the WarrantCertificate if mutilated, the Warrant Agent shall, on behalf of the Company, countersign and deliver a new Warrant Certificate of liketenor to the Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated. The Warrant Agent may charge the Holderan administrative fee for processing the replacement of lost Warrant Certificates, which shall be charged only once in instances wherea single surety bond obtained covers multiple certificates. The Warrant Agent may receive compensation from the surety companies or suretybond agents for administrative services provided to them.

2.2.7.

Proxies.The Holder of a Warrant may grant proxies or otherwise authorize any person, including the Participants and beneficial holders that mayown interests through the Participants, to take any action that a Holder is entitled to take under this Warrant Agreement or the Warrants;provided, however, that at all times that Warrants are evidenced by a Global Certificate, exercise of those Warrants shallbe effected on their behalf by Participants through DTC in accordance the procedures administered by DTC.

2.2.8.

WarrantCertificate Request. A Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below) pursuantto a Warrant Certificate Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for the exchange of someor all of such Holder’s Global Warrants for a Definitive Certificate evidencing the same number of Warrants, which request shallbe in the form attached hereto as Annex D (a “Warrant Certificate Request Notice” and the date of delivery ofsuch Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the deemed surrenderupon delivery by the Holder of a number of Global Warrants for the same number of Warrants evidenced by a Definitive Certificate, a “WarrantExchange”), the Warrant Agent shall promptly effect the Warrant Exchange and shall promptly issue and deliver to the Holdera Definitive Certificate for such number of Warrants in the name set forth in the Warrant Certificate Request Notice. Such DefinitiveCertificate shall be dated the original issue date of the Warrants, shall be manually executed by an authorized signatory of the Company,shall be in the form attached hereto as Annex B, and shall be reasonably acceptable in all respects to such Holder. In connectionwith a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent to deliver, the Definitive Certificate to the Holderwithin the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period of the WarrantCertificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant CertificateDelivery Date”). If the Company fails for any reason to deliver to the Holder the Definitive Certificate subject to the WarrantCertificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damagesand not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined in theWarrants) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Trading Day for each Trading Day after such WarrantCertificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holderrescinds such Warrant Exchange. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice,the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth herein,the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced by suchWarrant Certificate and the terms of this Warrant Agreement, other than Sections 3(c) and 9 herein, shall not apply to the Warrants evidencedby the Definitive Certificate.

2.2.9.

Forpurposes of clarity, if there is a conflict between the express terms of this Warrant Agreement and the Warrant certificate in the formof Annex B hereto with respect to terms of the Warrants, the terms of the Warrant certificate shall govern and control.

3.

Termsand Exercise of Warrants.

3.1.

ExercisePrice. Each Warrant shall entitle the Holder, subject to the provisions of the applicable Warrant Certificate and of this WarrantAgreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $____ per whole share, subjectto the subsequent adjustments provided in Section 4 hereof. The term “Exercise Price” as used in this Warrant Agreementrefers to the price per share at which shares of Common Stock may be purchased at the time a Warrant is exercised.

3.2.

Durationof Warrants. Warrants may be exercised only during the period (“Exercise Period”) commencing on the Issuance Dateand terminating at 5:00 P.M., New York City time (the “close of business”) on the [·]([·]) year anniversary of the Issuance Date (“Expiration Date”). EachWarrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereofunder this Warrant Agreement shall cease at the close of business on the Expiration Date.

3.3.

Exerciseof Warrants.

3.3.1.

Exerciseand Payment.

(a)

Exerciseof the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times on or after the Issuance Date andon or before the Expiration Date by delivery to the Company of a duly executed facsimile copy (or.pdf copy via e-mail attachment) of theNotice of Exercise in the form attached as Exhibit A to Annex B hereto (the “Notice of Exercise”). Withinthe earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following the dateof exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Noticeof Exercise by wire transfer drawn on a United States bank unless the cashless exercise procedure specified in Section 3.3.7 below isspecified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee(or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, theHolder shall not be required to physically surrender a Warrant Certificate to the Company until the Holder has purchased all of the WarrantShares available thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender such Warrant to theCompany for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company.Partial exercises of a Warrant resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall havethe effect of lowering the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number ofWarrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the dateof such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. TheHolder and any assignee, by acceptance of a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, followingthe purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any giventime may be less than the amount stated on the face thereof.

(b)

Notwithstandingthe foregoing in this Section 3.3.1, a holder whose interest in a Warrant is a beneficial interest in certificate(s) representingsuch Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effectexercises made pursuant to this Section 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable) the appropriateinstruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation,as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the WarrantAgent Agreement, in which case this sentence shall not apply.

3.3.2.

Issuanceof Warrant Shares. (a) The Warrant Agent shall, on the Trading Day following the date of exercise of any Warrant, advise the Company,the transfer agent and registrar for the Company’s Common Stock, in respect of (i) the number of Warrant Shares indicated on theNotice of Exercise as issuable upon such exercise with respect to such exercised Warrants, (ii) the instructions of the Holder or Participant,as the case may be, provided to the Warrant Agent with respect to the delivery of the Warrant Shares and the number of Warrants that remainoutstanding after such exercise and (iii) such other information as the Company or such transfer agent and registrar shall reasonablyrequest.

(a)

TheCompany shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the accountof the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodiansystem (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registrationstatement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercisedvia cashless exercise, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the nameof the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the addressspecified by the Holder in the Notice of Exercise by the date that is the earlier of (i) one (1) Trading Day and (ii) the number of TradingDays comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “WarrantShare Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to havebecome the holder of record of the Warrant Shares with respect to which the Warrant has been exercised, irrespective of the date of deliveryof the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is receivedwithin the earlier of (i) one (1) Trading Day of and (ii) the number of Trading Days comprising the Standard Settlement Period followingdelivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Noticeof Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty,for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Noticeof Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue)for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as the Warrant remains outstanding andexercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of TradingDays, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Noticeof Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York Citytime) on the Issuance Date, which may be delivered at any time after the time of execution of the Warrant, the Company agrees to deliverthe Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Issuance Date and the Issuance Date shall be theWarrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of acashless exercise) is received by such Warrant Share Delivery Date.

3.3.3.

ValidIssuance. All Warrant Shares issued by the Company upon the proper exercise of a Warrant in conformity with this Warrant Agreementshall be validly issued, fully paid and non-assessable.

3.3.4.

NoFractional Shares or Scrip. No fractional Warrant Shares or scrip representing fractional Warrant Shares shall be issued upon theexercise of the Warrants. As to any fraction of a Warrant Share which the Holder would otherwise be entitled to purchase upon such exercise,the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fractionmultiplied by the Exercise Price or round up to the next whole share.

3.3.5.

Charges,Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidentalexpense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such WarrantShares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, the Warrant when surrendered for exerciseshall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto,the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent feesrequired for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearingcorporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

3.3.6.

[RESERVED]

3.3.7.

RestrictiveLegend Events; Cashless Exercise Under Certain Circumstances.

(i)

TheCompany shall provide to the Warrant Agent and each Holder prompt written notice of any time that the Company is unable to deliver theWarrant Shares via DTC transfer or otherwise without restrictive legend because (A) the Commission has issued a stop order with respectto the Registration Statement, (B) the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement,either temporarily or permanently, (C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, eithertemporarily or permanently, (D) the prospectus contained in the Registration Statement is not available for the issuance of the WarrantShares to the Holder or (E) otherwise (each a “Restrictive Legend Event”). To the extent that the Warrants cannot beexercised as a result of a Restrictive Legend Event or a Restrictive Legend Event occurs after a Holder has exercised Warrants in accordancewith the terms of the Warrants but prior to the delivery of the Warrant Shares, the Company shall, at the election of the Holder, whichshall be given within five (5) days of receipt of such notice of the Restrictive Legend Event, either (A) rescind the previously submittedElection to Purchase and the Company shall return all consideration paid by registered holder for such shares upon such rescission or(B) treat the attempted exercise as a cashless exercise as described in paragraph (ii) below and refund the cash portion of the exerciseprice to the Holder.

(ii)

Ifa Restrictive Legend Event has occurred, the Warrant may also be exercisable on a cashless basis. Upon a “cashless exercise”,the Holder shall be entitled to receive the number of Warrant Shares determined according to the following formula:

Net Number = (Ax B) - (A x C)

B

For purposes of theforegoing formula:

(A) = the total number of shares with respectto which the Warrant is then being exercised.

(B) = as applicable: (i) the VWAP on the TradingDay immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and deliveredpursuant to Section 3.3.7(i) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 3.3.7(i)hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgatedunder the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediatelypreceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reportedby Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executedduring “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2)hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 3.3.7(i) hereof or (iii) the VWAP onthe date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is bothexecuted and delivered pursuant to Section 3.3.7(i) hereof after the close of “regular trading hours” on such Trading Day;and

(C) = the Exercise Price then in effect forthe applicable Warrant Shares at the time of such exercise.

If Warrant Shares are issued in such a cashless exercise,the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on theregistered characteristics of the Warrants being exercised. The Company agrees not to take any position contrary to this Section 3.3.7(ii)Notwithstanding anything to the contrary, without limiting the rights of the Holder to receive Warrant Shares on a “cashlessexercise” hereunder or to receive cash payments pursuant to Section 3.3.2(a) and Section 3.3.9 herein, there are no circumstancesthat would require the Company to make any cash payments or net cash settle the purchase warrants to the holders. Upon receipt of an Electionto Purchase for a cashless exercise, the Warrant Agent will promptly deliver a copy of the Election to Purchase to the Company to confirmthe number of Warrant Shares issuable in connection with the cashless exercise. The Company shall calculate and transmit to the WarrantAgent in a written notice, and the Warrant Agent shall have no duty, responsibility or obligation under this section to calculate, thenumber of Warrant Shares issuable in connection with any cashless exercise. The Warrant Agent shall be entitled to rely conclusively onany such written notice provided by the Company, and the Warrant Agent shall not be liable for any action taken, suffered or omitted tobe taken by it in accordance with such written instructions or pursuant to this Warrant Agreement. Notwithstanding anything herein tothe contrary, on the Termination Date, the Warrant shall be automatically exercised via cashless exercise pursuant to this Section 3.3.7.

3.3.8.

[RESERVED]

3.3.9.

Compensationfor Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, ifthe Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section3.3.2(b) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required byits broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares ofCommon Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon suchexercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’stotal purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtainedby multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exerciseat issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of theHolder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (inwhich case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have beenissued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases CommonStock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock withan aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence theCompany shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payableto the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limita Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decreeof specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stockupon exercise of the Warrant as required pursuant to the terms hereof.

3.3.10.

BeneficialOwnership Limitation. The Company shall not effect any exercise of the Warrant, and a Holder shall not have the right to exerciseany portion of a Warrant, pursuant to Section 3 or otherwise, to the extent that after giving effect to such issuance after exercise asset forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons actingas a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), wouldbeneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the numberof shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of sharesof Common Stock issuable upon exercise of such Warrant with respect to which such determination is being made, but shall exclude the numberof shares of Common Stock which would be issuable upon (i) exercise of the remaining, non-exercised portion of such Warrant beneficiallyowned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or non-convertedportion of any other securities of the Company (including, without limitation, any other securities of the Company which would entitlethe holder thereof to acquire at any time shares of Common Stock, including, without limitation, any debt, preferred stock, right, option,warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holderthereof to receive, shares of Common Stock (“Common Stock Equivalents”)) subject to a limitation on conversion or exerciseanalogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Exceptas set forth in the preceding sentence, for purposes of this Section 3.3.10, beneficial ownership shall be calculated in accordance withSection 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Companyis not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solelyresponsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section3.3.10 applies, the determination of whether a Warrant is exercisable (in relation to other securities owned by the Holder together withany Affiliates and Attribution Parties) and of which portion of a 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 a Warrant is exercisable(in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a Warrantis exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirmthe accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordancewith Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 3.3.10, in determiningthe 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 Commission, as the case may be, (B) a more recent publicannouncement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of sharesof Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally andin writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of CommonStock shall be determined after giving effect to the conversion or exercise of securities of the Company, including such Warrant, by theHolder 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% of the number of shares of the Common Stock outstanding immediatelyafter giving effect to the issuance of shares of Common Stock issuable upon exercise of a Warrant. The Holder, upon notice to the Company,may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.10, provided that the Beneficial OwnershipLimitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuanceof shares of Common Stock upon exercise of the Warrant held by the Holder and the provisions of this Section 3.3.10 shall continue toapply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61^st day after such notice is deliveredto the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity withthe terms of this Section 3.3.10 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intendedBeneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to suchlimitation. The limitations contained in this paragraph shall apply to a successor holder of the Warrant.

4.

Adjustments.

4.1.

Adjustmentupon Subdivisions or Combinations. If the Company, at any time while the Warrants are outstanding: (i) pays a stock dividend or otherwisemakes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in sharesof Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of theWarrants), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reversestock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the CommonStock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which thenumerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such eventand of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number ofshares issuable upon exercise of each Warrant shall be proportionately adjusted such that the aggregate Exercise Price of such Warrantshall remain unchanged. Any adjustment made pursuant to this Section 4.1 shall become effective immediately after the record date forthe determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effectivedate in the case of a subdivision, combination or re-classification.

4.2.

Adjustmentfor Other Distributions. (a) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 4.1 above, ifat any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or otherproperty pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holderwill be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could haveacquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of a Warrant (without regard toany limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date onwhich 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 whichthe 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 BeneficialOwnership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownershipof such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be heldin abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial OwnershipLimitation).

(b)

ProRata Distributions. During such time as the Warrants are outstanding, if the Company shall declare or make any dividend or other distributionof 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 afterthe issuance of the Warrants, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extentthat the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exerciseof such Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)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 therecord 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 BeneficialOwnership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownershipof any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyancefor the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial OwnershipLimitation).

4.3.

FundamentalTransaction. If, at any time while the Warrants are outstanding, (i) the Company, directly or indirectly, in one or more related transactionseffects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects anysale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a seriesof related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or anotherPerson) is completed pursuant to which holders of shares of Common Stock are permitted to sell, tender or exchange their shares for othersecurities, cash or property and has been accepted by the holders of 50% or more of the outstanding shares of Common Stock or 50% or moreof the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactionseffects any reclassification, reorganization or recapitalization of the shares of Common Stock or any compulsory share exchange pursuantto which the shares of Common Stock are effectively converted into or exchanged for other securities, cash or property, or (v) the Company,directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination(including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person orgroup of Persons whereby such other Person or group acquires 50% or more of the outstanding shares of Common Stock or 50% or more of thevoting power of the common equity of the Company (each a “Fundamental Transaction”), then, upon any subsequent exerciseof a Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediatelyprior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 3.3.10on the exercise of a Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if itis the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a resultof such Fundamental Transaction by a holder of the number of shares of Common Stock for which the Warrant is exercisable immediately priorto such Fundamental Transaction (without regard to any limitation in Section 3.3.10) on the exercise of a Warrant). For purposes of anysuch exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration basedon the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Companyshall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any differentcomponents of the Alternate Consideration. If holders of shares of Common Stock are given any choice as to the securities, cash or propertyto be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receivesupon any exercise of a Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a FundamentalTransaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrentlywith, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of theapplicable Fundamental Transaction), purchase a Warrant from the Holder by paying to the Holder an amount of cash equal to the Black ScholesValue (as defined below) of the remaining unexercised portion of a Warrant on the date of the consummation of such Fundamental Transaction;provided, however, that, if the Fundamental Transaction is not within the Company's control, including not approved by the Company's Boardof Directors, Holder shall only be entitled to receive from the Company or any Successor Entity, the same type or form of consideration(and in the same proportion), at the Black Scholes Value of the unexercised portion of a Warrant, that is being offered and paid to theholders of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash,stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative formsof consideration in connection with the Fundamental Transaction; provided further, that if holders of Common Stock of the Company arenot offered or paid any consideration in such Fundamental Transaction, such holders of Common Stock will be deemed to have received commonstock of the Successor Entity (which Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction.“Black Scholes Value” means the value of a Warrant based on the Black-Scholes Option Pricing Model obtained from the“OV” function on Bloomberg, L.P. (“Bloomberg”) determined as of the day of consummation of the applicableFundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate fora period equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and theTermination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function onBloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement ofthe applicable contemplated Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greaterof (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offeredin such Fundamental Transaction and (ii) the greater of (x) the last VWAP immediately prior to the public announcement of such applicablecontemplated Fundamental Transaction and (y) the last VWAP immediately prior to the consummation of such Fundamental Transaction and (D)a remaining option time equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transactionand the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediatelyavailable funds within five Business Days of the Holder’s election (or, if later, on the effective date of the Fundamental Transaction).The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “SuccessorEntity”) to assume in writing all of the obligations of the Company under the Warrants and the other transaction documents inaccordance with the provisions of this Section 4.3 pursuant to written agreements in form and substance reasonably satisfactory to theHolder prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for the Warrantsa security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to the Warrants whichis exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to theshares of Common Stock acquirable and receivable upon exercise of the Warrants (without regard to any limitations on the exercise of theWarrants) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such sharesof capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction andthe value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protectingthe economic value of a Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactoryin form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, andbe substituted for (so that from and after the date of such Fundamental Transaction, the provisions of the Warrants and the other transactiondocuments referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and powerof the Company and shall assume all of the obligations of the Company under the Warrants and the other transaction documents with thesame effect as if such Successor Entity had been named as the Company therein. All calculations under this Section 4.3 shall be made tothe nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 4.3, the number of shares of CommonStock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasuryshares, if any) issued and outstanding.

The Company shall instruct the WarrantAgent in writing to mail by first class mail, postage prepaid, to each Holder, written notice of the execution of any such amendment,supplement or agreement with the Successor Entity. Any supplemented or amended agreement entered into by the successor corporation ortransferee shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for inthis Section 4.3. The Warrant Agent shall have no duty, responsibility or obligation to determine the correctness of any provisions containedin such agreement or such notice, including but not limited to any provisions relating either to the kind or amount of securities or otherproperty receivable upon exercise of warrants or with respect to the method employed and provided therein for any adjustments, and shallbe entitled to rely conclusively for all purposes upon the provisions contained in any such agreement. The provisions of this Section4.3 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and conveyances of the kind describedabove

4.4.

Noticesto Holder. (a) Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section4, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustmentand any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

(b)

Noticeto Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the sharesof Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the shares of Common Stock,(C) the Company shall authorize the granting to all holders of the shares of Common Stock rights or warrants to subscribe for or purchaseany shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connectionwith any reclassification of the shares of Common Stock, any consolidation or merger to which the Company is a party, any sale or transferof all or substantially all of the assets of the Company, or any compulsory share exchange whereby the shares of Common Stock is convertedinto other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or windingup of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at itslast facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior tothe applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for thepurpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holdersof the shares of Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determinedor (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effectiveor close, and the date as of which it is expected that holders of the shares of Common Stock of record shall be entitled to exchange theirshares Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transferor stock exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affectthe validity of the corporate action required to be specified in such notice, and provided, further, that no notice shall be requiredif the information is disseminated in a press release or document filed with the Securities and Exchange Commission. To the extent thatany notice provided in a Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries,the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remainentitled to exercise a Warrant during the period commencing on the date of such notice to the effective date of the event triggering suchnotice except as may otherwise be expressly set forth herein.

4.5.

[RESERVED]

4.6.

Noticesof Changes in Warrant. Upon every adjustment of the Exercise Price or the number of Warrant Shares issuable upon exercise of a Warrant,the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Exercise Price resulting from such adjustmentand the increase or decrease, if any, in the number of Warrant Shares purchasable at such price upon the exercise of a Warrant, settingforth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any eventspecified in Sections 4.1 or 4.2, then, in any such event, the Company shall give written notice to each Holder, at the last address setforth for such holder in the Warrant Register, as of the record date or the effective date of the event. Failure to give such notice,or any defect therein, shall not affect the legality or validity of such event. The Warrant Agent shall be entitled to rely conclusivelyon, and shall be fully protected in relying on, any certificate, notice or instructions provided by the Company with respect to any adjustmentof the Exercise Price or the number of shares issuable upon exercise of a Warrant, or any related matter, and the Warrant Agent shallnot be liable for any action taken, suffered or omitted to be taken by it in accordance with any such certificate, notice or instructionsor pursuant to this Warrant Agreement. The Warrant Agent shall not be deemed to have knowledge of any such adjustment unless and untilit shall have received written notice thereof from the Company.

5.

RestrictiveLegends; Fractional Warrants.

In the event that a Warrant Certificatesurrendered for transfer bears a restrictive legend, the Warrant Agent shall not register that transfer until the Warrant Agent has receivedan opinion of counsel for the Company stating that such transfer may be made and indicating whether the Warrants must also bear a restrictivelegend upon that transfer. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will resultin the transfer of or delivery of a Warrant Certificate for a fraction of a Warrant.

6.

[RESERVED]

7.

OtherProvisions Relating to Rights of Holders of Warrants.

7.1.

NoRights as Stockholder. Except as otherwise specifically provided herein, a Holder, solely in its capacity as a holder of Warrants,shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shallanything contained in this Warrant Agreement be construed to confer upon a Holder, solely in its capacity as the registered holder ofWarrants, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whetherany reorganization, issue of stock, reclassification of share capital, consolidation, merger, conveyance or otherwise), receive noticeof meetings, receive dividends or subscription rights or rights to participate in new issues of shares, or otherwise, prior to the issuanceto the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of Warrants.

7.2.

Reservationof Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of CommonStock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant Agreement.

8.

Concerningthe Warrant Agent and Other Matters.

8.1.

Anyinstructions given to the Warrant Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed in writingby the Company as soon as practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized and protectedfor acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received inaccordance with this Section 8.1.

8.2.

(a)Whether or not any Warrants are exercised, for the Warrant Agent’s services as agent for the Company hereunder, the Company shallpay to the Warrant Agent such fees as may be separately agreed between the Company and Warrant Agent and the Warrant Agent’s outof pocket expenses in connection with this Warrant Agreement, including, without limitation, the fees and expenses of the Warrant Agent’scounsel. While the Warrant Agent endeavors to maintain out-of-pocket charges (both internal and external) at competitive rates, thesecharges may not reflect actual out-of-pocket costs, and may include handling charges to cover internal processing and use of the WarrantAgent’s billing systems.

(b)

Allamounts owed by the Company to the Warrant Agent under this Warrant Agreement are due within 45 days of the Company’s receipt ofan invoice. Delinquent payments are subject to a late payment charge of one percent (1.0%) per month commencing 60 days from the invoicedate. The Company agrees to reimburse the Warrant Agent for any attorney’s fees and any other costs associated with collecting delinquentpayments.

(c)

Noprovision of this Warrant Agreement shall require Warrant Agent to expend or risk its own funds or otherwise incur any financial liabilityin the performance of any of its duties under this Warrant Agreement or in the exercise of its rights.

8.3.

Asagent for the Company hereunder the Warrant Agent:

(a)

shallhave no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing by the WarrantAgent and the Company;

(b)

shallbe regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, or genuineness of theWarrants or any Warrant Shares;

(c)

shallnot be obligated to take any legal action hereunder; if, however, the Warrant Agent determines to take any legal action hereunder, andwhere the taking of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required to actunless it has been furnished with an indemnity reasonably satisfactory to it;

(d)

mayrely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter,telegram, telex, facsimile transmission or other document or security delivered to the Warrant Agent and believed by it to be genuineand to have been signed by the proper party or parties;

(e)

shallnot be liable or responsible for any recital or statement contained in the Registration Statement or any other documents relating thereto;

(f)

shallnot be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations relating tothe Warrants, including without limitation obligations under applicable securities laws;

(g)

mayrely on and shall be fully authorized and protected in acting or failing to act upon the written, telephonic or oral instructions withrespect to any matter relating to its duties as Warrant Agent covered by this Warrant Agreement (or supplementing or qualifying any suchactions) of officers of the Company, and is hereby authorized and directed to accept instructions with respect to the performance of itsduties hereunder from the Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection withthe Warrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for thoseinstructions; any applications by the Warrant Agent for written instructions from the Company may, at the option of the Agent, set forthin writing any action proposed to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after whichsuch action shall be taken or such omission shall be effective; the Warrant Agent shall not be liable for any action taken by, or omissionof, the Warrant Agent in accordance with a proposal included in such application on or after the date specified in such application (whichdate shall not be less than five business days after the date such application is sent to the Company, unless the Company shall have consentedin writing to any earlier date) unless prior to taking any such action, the Warrant Agent shall have received written instructions inresponse to such application specifying the action to be taken or omitted;

(h)

mayconsult with counsel satisfactory to the Warrant Agent, including its in-house counsel, and the advice of such counsel shall be full andcomplete authorization and protection in respect of any action taken, suffered, or omitted by it hereunder in good faith and in accordancewith the advice of such counsel;

(i)

mayperform any of its duties hereunder either directly or by or through nominees, correspondents, designees, or subagents, and it shall notbe liable or responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed withreasonable care by it in connection with this Warrant Agreement;

(j)

isnot authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any person and

(k)

shallnot be required hereunder to comply with the laws or regulations of any country other than the United States of America or any politicalsubdivision thereof.

8.4.

(a)In the absence of gross negligence or willful or illegal misconduct on its part, the Warrant Agent shall not be liable for any actiontaken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Warrant Agreement.Anything in this Warrant Agreement to the contrary notwithstanding, in no event shall Warrant Agent be liable for special, indirect, incidental,consequential or punitive losses or damages of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agenthas been advised of the possibility of such losses or damages and regardless of the form of action. Any liability of the Warrant Agentwill be limited in the aggregate to the amount of fees paid by the Company hereunder. The Warrant Agent shall not be liable for any failures,delays or losses, arising directly or indirectly out of conditions beyond its reasonable control including, but not limited to, acts ofgovernment, exchange or market ruling, suspension of trading, work stoppages or labor disputes, fires, civil disobedience, riots, rebellions,storms, electrical or mechanical failure, computer hardware or software failure, communications facilities failures including telephonefailure, war, terrorism, insurrection, earthquakes, floods, acts of God or similar occurrences.

(b)

Inthe event any question or dispute arises with respect to the proper interpretation of the Warrants or the Warrant Agent’s dutiesunder this Warrant Agreement or the rights of the Company or of any Holder, the Warrant Agent shall not be required to act and shall notbe held liable or responsible for its refusal to act until the question or dispute has been judicially settled (and, if appropriate, itmay file a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction,binding on all persons interested in the matter which is no longer subject to review or appeal, or settled by a written document in formand substance satisfactory to Warrant Agent and executed by the Company and each such Holder. In addition, the Warrant Agent may requirefor such purpose, but shall not be obligated to require, the execution of such written settlement by all the Holders and all other personsthat may have an interest in the settlement.

8.5.

TheCompany covenants to indemnify the Warrant Agent and hold it harmless from and against any loss, liability, claim or expense (“Loss”)arising out of or in connection with the Warrant Agent’s duties under this Warrant Agreement, including the costs and expenses ofdefending itself against any Loss, unless such Loss shall have been determined by a court of competent jurisdiction to be a result ofthe Warrant Agent’s gross negligence or willful misconduct.

8.6.

Unlessterminated earlier by the parties hereto, this Warrant Agreement shall terminate 90 days after the earlier of the Expiration Date andthe date on which no Warrants remain outstanding (the “Termination Date”). On the business day following the TerminationDate, the Agent shall deliver to the Company any entitlements, if any, held by the Warrant Agent under this Warrant Agreement. The Agent’sright to be reimbursed for fees, charges and out-of-pocket expenses as provided in this Section 8 shall survive the termination of thisWarrant Agreement.

8.7.

Ifany provision of this Warrant Agreement shall be held illegal, invalid, or unenforceable by any court, this Warrant Agreement shall beconstrued and enforced as if such provision had not been contained herein and shall be deemed an Agreement among the parties to it tothe full extent permitted by applicable law.

8.8.

TheCompany represents and warrants that (a) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation,(b) the offer and sale of the Warrants and the execution, delivery and performance of all transactions contemplated thereby (includingthis Warrant Agreement) have been duly authorized by all necessary corporate action and will not result in a breach of or constitute adefault under the articles of association, bylaws or any similar document of the Company or any indenture, agreement or instrument towhich it is a party or is bound, (c) this Warrant Agreement has been duly executed and delivered by the Company and constitutes the legal,valid, binding and enforceable obligation of the Company, (d) the Warrants will comply in all material respects with all applicable requirementsof law and (e) to the best of its knowledge, there is no litigation pending or threatened as of the date hereof in connection with theoffering of the Warrants.

8.9.

Inthe event of inconsistency between this Warrant Agreement and the descriptions in the Registration Statement, as they may from time totime be amended, the terms of this Warrant Agreement shall control.

8.10.

Setforth in Annex C hereto is a list of the names and specimen signatures of the persons authorized to act for the Company under thisWarrant Agreement (the “Authorized Representatives”). The Company shall, from time to time, certify to you the namesand signatures of any other persons authorized to act for the Company under this Warrant Agreement.

8.11.

Anynotice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by the holder of any Warrantto or on the Company shall be delivered by e-mail, hand or sent by registered or certified mail or overnight courier service, addressed(until another address is filed in writing by the Company with the Warrant Agent) as set forth below and if to any holder any notice,statement or demand shall be given to the last address set forth for such holder (if any) in the Warrant Register:

BioVie Inc.

680 W Nye Lane, Suite 204

Carson City, NV 89703

Email: wkim@bioviepharma.com

with a copy (which shall not constitute notice) to:

McGuireWoods LLP

1251 Avenue of the Americas

New York, NY 10020

Email: solder@mcguirewoods.com

Any notice, statement or demand authorized by thisWarrant Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be delivered byhand or sent by registered or certified mail or overnight courier service, addressed (until another address is filed in writing by theWarrant Agent with the Company), as follows:

West Coast Stock Transfer Inc.
721 N. Vulcan Ave., 1^st Floor
Encinitas, California 92024
Email: cs@wcsti.com

8.12.

(a)This Warrant Agreement shall be governed by and construed in accordance with the laws of the State of New York. All actions and proceedingsrelating to or arising from, directly or indirectly, this Warrant Agreement may be litigated in courts located within the Borough of Manhattanin the City and State of New York. The Company hereby submits to the personal jurisdiction of such courts and consents that any serviceof process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specifiedfor notices hereunder.

(b)

ThisWarrant Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. This Warrant Agreementmay not be assigned, or otherwise transferred, in whole or in part, by either party without the prior written consent of the other party,which the other party will not unreasonably withhold, condition or delay; except that (i) consent is not required for an assignment ordelegation of duties by Warrant Agent to any affiliate of Warrant Agent and (ii) any reorganization, merger, consolidation, sale of assetsor other form of business combination by Warrant Agent or the Company shall not be deemed to constitute an assignment of this WarrantAgreement.

(c)

Noprovision of this Warrant Agreement may be amended, modified or waived, except in a written document signed by both parties. The Companyand the Warrant Agent may amend or supplement this Warrant Agreement without the consent of any Holder for the purpose of curing any ambiguity,or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respectto matters or questions arising under this Warrant Agreement as the parties may deem necessary or desirable and that the parties determine,in good faith, shall not adversely affect the interest of the Holders. All other amendments and supplements shall require the vote orwritten consent of Holders of at least 50.1% of the then outstanding Warrants, provided that adjustments may be made to the Warrant termsand rights in accordance with Section 4 without the consent of the Holders.

8.13.

Paymentof Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the WarrantAgent in respect of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company may require the Holdersto pay any transfer taxes in respect of the Warrants or such shares. The Warrant Agent may refrain from registering any transfer of Warrantsor any delivery of any Warrant Shares unless or until the persons requesting the registration or issuance shall have paid to the WarrantAgent for the account of the Company the amount of such tax or charge, if any, or shall have established to the reasonable satisfactionof the Company and the Warrant Agent that such tax or charge, if any, has been paid.

8.14.

Resignationof Warrant Agent.

8.14.1.

Appointmentof Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be dischargedfrom all further duties and liabilities hereunder after giving thirty (30) days’ notice in writing to the Company, or such shorterperiod of time agreed to by the Company. The Company may terminate the services of the Warrant Agent, or any successor Warrant Agent,after giving thirty (30) days’ notice in writing to the Warrant Agent or successor Warrant Agent, or such shorter period of timeas agreed. If the office of the Warrant Agent becomes vacant by resignation, termination or incapacity to act or otherwise, the Companyshall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment withina period of 30 days after it has been notified in writing of such resignation or incapacity by the Warrant Agent, then the Warrant Agentor any Holder may apply to any court of competent jurisdiction for the appointment of a successor Warrant Agent at the Company’scost. Pending appointment of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agentshall be carried out by the Company. Any successor Warrant Agent (but not including the initial Warrant Agent), whether appointed by theCompany or by such court, shall be a person organized and existing under the laws of any state of the United States of America, in goodstanding, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or stateauthority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties,and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any furtheract or deed, and except for executing and delivering documents as provided in the sentence that follows, the predecessor Warrant Agentshall have no further duties, obligations, responsibilities or liabilities hereunder, but shall be entitled to all rights that survivethe termination of this Warrant Agreement and the resignation or removal of the Warrant Agent, including but not limited to its rightto indemnity hereunder. If for any reason it becomes necessary or appropriate or at the request of the Company, the predecessor WarrantAgent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority,powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make,execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to suchsuccessor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.

8.14.2.

Noticeof Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to thepredecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.

8.14.3.

Mergeror Consolidation of Warrant Agent. Any person into which the Warrant Agent may be merged or converted or with which it may be consolidatedor any person resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party or any person succeedingto the shareowner services business of the Warrant Agent or any successor Warrant Agent shall be the successor Warrant Agent under thisWarrant Agreement, without any further act or deed. For purposes of this Warrant Agreement, “person” shall mean any individual,firm, corporation, partnership, limited liability company, joint venture, association, trust or other entity, and shall include any successor(by merger or otherwise) thereof or thereto.

9.

MiscellaneousProvisions.

9.1.

PersonsHaving Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from any ofthe provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the partieshereto and the Holders any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation,promise, or agreement hereof.

9.2.

Examinationof the Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the office of the WarrantAgent designated for such purpose for inspection by any Holder. Prior to such inspection, the Warrant Agent may require any such holderto provide reasonable evidence of its interest in the Warrants.

9.3.

Counterparts.This Warrant Agreement may be executed in any number of original, facsimile or electronic counterparts and each of such counterparts shallfor all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

9.4.

Effectof Headings. The Section headings herein are for convenience only and are not part of this Warrant Agreement and shall not affectthe interpretation thereof.

10.

CertainDefinitions.

As used herein, the followingterms shall have the following meanings:

(i)

“BidPrice” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stockis then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date)on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted averageprice of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is notthen listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or asimilar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of Common Stock soreported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selectedin good faith by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, thefees and expenses of which shall be paid by the Company.

(ii)

“TradingDay” means any weekday on which the Trading Market is open for trading.

(iii)

“TradingMarket” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the datein question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York StockExchange, the OTCQB or the OTCQX (or any successors to any of the foregoing).

(iv)

“VWAP”means for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed orquoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted averageprice of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is notthen listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or asimilar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stockso reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selectedin good faith by the Holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, thefees and expenses of which shall be paid by the Company.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, this WarrantAgent Agreement has been duly executed by the parties hereto as of the day and year first above written.

Annex A Form of Global Certificate

Annex B Form of Certificated Warrant

Annex C Authorized Representatives

Annex D Form of Warrant Certificate Request Notice

ANNEX A

[FORM OF GLOBAL CERTIFICATE]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZEDREPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OFTRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTEDBY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZEDREPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THEREGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

BIOVIE INC.

WARRANT CERTIFICATE

NOT EXERCISABLE AFTER ______,20__

This certifies that the personwhose name and address appears below, or registered assigns, is the registered owner of the number of Warrants set forth below. Each Warrantentitles its registered holder to purchase from BioVie Inc., a company incorporated under the laws of the State of Nevada (the “Company”),at any time prior to 5:00 P.M. (New York City time) on ________, 20__, one share of common stock, par value $0.0001 per share, of theCompany (each, a “Warrant Share” and collectively, the “Warrant Shares”), at an exercise price of$___ per share, subject to possible adjustments as provided in the Warrant Agreement (as defined below).

This Warrant Certificate, withor without other Warrant Certificates, upon surrender at the designated office of the Warrant Agent, may be exchanged for another WarrantCertificate or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant Certificates surrendered.A transfer of the Warrants evidenced hereby may be registered upon surrender of this Warrant Certificate at the designated office of theWarrant Agent by the registered holder in person or by a duly authorized attorney, properly endorsed or accompanied by proper instrumentsof transfer, a signature guarantee, and such other and further documentation as the Warrant Agent may reasonably request and duly stampedas may be required by the laws of the State of New York and of the United States of America.

The terms and conditions of theWarrants and the rights and obligations of the holder of this Warrant Certificate are set forth in the Warrant Agent Agreement dated asof _______, 2025 (the “Warrant Agreement”) between the Company and West Coast Stock Transfer, Inc. (the “WarrantAgent”). A copy of the Warrant Agreement is available for inspection during business hours at the office of the Warrant Agent.

This Warrant Certificate shallnot be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Warrant Agent.

WITNESS the facsimile signatureof a proper officer of the Company.

Dated: ____________, 2025

Countersigned:

WEST COAST STOCK TRANSFER, INC.,

As Warrant Agent

PLEASE DETACH HERE

Certificate No.:_________ Number of Warrants:__________

WARRANT CUSIP NO.: ___________

[Name & Address of Holder] West Coast Stock Transfer,Inc., Warrant Agent