Exhibit 4.1


 


FORM OF PRE-FUNDED WARRANT TO PURCHASE
COMMON STOCK


 


Warrant No. [•]


 


Number of Shares: [•]

(subject to adjustment)


 


Original Issue Date: [•], 2022


 


Marinus Pharmaceuticals, Inc., a Delaware
corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, [•] or its registered assigns (the “Holder”), is entitled, subject to the terms
set forth below, to purchase from the Company up to a total of [•] shares of common stock, $0.001 par value per share (the “Common
Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”)
at an exercise price per share equal to $0.001 per share (as adjusted from time to time as provided in Section 9 herein,
the “Exercise Price”), upon surrender of this Warrant to Purchase Common Stock (including any Warrants to
Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) at any time and from
time to time on or after the date hereof (the “Original Issue Date”), subject to the following terms and conditions:


 


		1.	Definitions.
                                            For purposes of this Warrant, the following terms shall have the following meanings:



 


		(a)	“Affiliate”
                                            means any Person directly or indirectly controlled by, controlling or under common control
                                            with, a Holder, but only for so long as such control shall continue. For purposes of this
                                            definition, “control” (including, with correlative meanings, “controlled
                                            by”, “controlling” and “under common control with”) means,
                                            with respect to a Person, possession, direct or indirect, of (i) the power to direct
                                            or cause direction of the management and policies of such Person (whether through ownership
                                            of securities or partnership or other ownership interests, by contract or otherwise), or
                                            (ii) at least 50% of the voting securities (whether directly or pursuant to any option,
                                            warrant or other similar arrangement) or other comparable equity interests.



 


		(b)	“Commission”
                                            means the United States Securities and Exchange Commission.



 


		(c)	“Closing
                                            Sale Price” means, for any security as of any date, the last trade price for such
                                            security on the Principal Trading Market for such security, as reported by Bloomberg Financial
                                            Markets, or, if such Principal Trading Market begins to operate on an extended hours basis
                                            and does not designate the last trade price, then the last trade price of such security prior
                                            to 4:00 P.M., New York City time, as reported by Bloomberg Financial Markets, or if the foregoing
                                            do not apply, the last trade price of such security in the over-the-counter market on the
                                            electronic bulletin board for such security as reported by Bloomberg Financial Markets. If
                                            the Closing Sale Price cannot be calculated for a security on a particular date on any of
                                            the foregoing bases, the Closing Sale Price of such security on such date shall be the fair
                                            market value as mutually determined in good faith by the Company and the Holder. If the Company
                                            and the Holder are unable to agree upon the fair market value of such security, then the
                                            Board of Directors of the Company shall use its good faith judgment to determine the fair
                                            market value. The Board of Directors’ determination shall be binding upon all parties
                                            absent demonstrable error. All such determinations shall be appropriately adjusted for any
                                            stock dividend, stock split, stock combination or other similar transaction during the applicable
                                            calculation period.



 






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		(d)	“Principal
                                            Trading Market” means the national securities exchange or other trading market
                                            on which the Common Stock is primarily listed on and quoted for trading, which, as of the
                                            Original Issue Date, shall be the Nasdaq Global Market.



 


		(e)	“Registration
                                            Statement” means the Company’s Registration Statement on Form S-3 (File
                                            No. 333-239780), declared effective on July 27, 2020.



 


		(f)	“Securities
                                            Act” means the Securities Act of 1933, as amended.



 


		(g)	“Trading
                                            Day” means any weekday on which the Principal Trading Market is normally open for
                                            trading.



 


		(h)	“Transfer
                                            Agent” means American Stock Transfer & Trust Company, LLC, the Company’s
                                            transfer agent and registrar for the Common Stock, and any successor appointed in such capacity.



 


		2.	Issuance
                                            of Securities; Registration of Warrants. The Warrant, as initially issued by the Company,
                                            is offered and sold pursuant to the Registration Statement. As of the Original Issue Date,
                                            the Warrant Shares are issuable under the Registration Statement. Accordingly, the Warrant
                                            and, assuming issuance pursuant to the Registration Statement or an exchange meeting the
                                            requirements of Section 3(a)(9) of the Securities Act as in effect on the Original
                                            Issue Date, the Warrant Shares, are not “restricted securities” under Rule 144
                                            promulgated under the Securities Act. The Company shall register ownership of this Warrant,
                                            upon records to be maintained by the Company for that purpose (the “Warrant Register”),
                                            in the name of the record Holder (which shall include the initial Holder or, as the case
                                            may be, any assignee to which this Warrant is assigned hereunder) from time to time. The
                                            Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof
                                            for the purpose of any exercise hereof or any distribution to the Holder, and for all other
                                            purposes, absent actual notice to the contrary.



 


		3.	Registration
                                            of Transfers. Subject to compliance with all applicable securities laws, the Company
                                            shall, or will cause its Transfer Agent to, register the transfer of all or any portion of
                                            this Warrant in the Warrant Register, upon surrender of this Warrant, and payment for all
                                            applicable transfer taxes (if any). Upon any such registration or transfer, a new warrant
                                            to purchase Common Stock in substantially the form of this Warrant (any such new warrant,
                                            a “New Warrant”) evidencing the portion of this Warrant so transferred
                                            shall be issued to the transferee, and a New Warrant evidencing the remaining portion of
                                            this Warrant not so transferred, if any, shall be issued to the transferring Holder. The
                                            acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by
                                            such transferee of all of the rights and obligations in respect of the New Warrant that the
                                            Holder has in respect of this Warrant. The Company shall, or will cause its Transfer Agent
                                            to, prepare, issue and deliver at the Company’s own expense any New Warrant under this
                                            Section 3. Until due presentment for registration of transfer, the Company may
                                            treat the registered Holder hereof as the owner and holder for all purposes, and the Company
                                            shall not be affected by any notice to the contrary.



 






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		4.	Exercise
                                            and Duration of Warrants.



 


		(a)	All
                                            or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted
                                            by this Warrant at any time and from time to time on or after the Original Issue Date.



 


		(b)	The
                                            Holder may exercise this Warrant by delivering to the Company (i) an exercise notice,
                                            in the form attached as Schedule 1 hereto (the “Exercise Notice”),
                                            completed and duly signed, and (ii) payment of the Exercise Price for the number of
                                            Warrant Shares as to which this Warrant is being exercised (which may take the form of a
                                            “cashless exercise” if so indicated in the Exercise Notice pursuant to Section 10
                                            below), and the date on which the last of such items is delivered to the Company (as
                                            determined in accordance with the notice provisions hereof) is an “Exercise Date.”
                                            The Holder shall not be required to deliver the original Warrant in order to effect an exercise
                                            hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation
                                            of the original Warrant and issuance of a New Warrant evidencing the right to purchase the
                                            remaining number of Warrant Shares, if any. The aggregate exercise price of this Warrant,
                                            except for the Exercise Price, was pre-funded to the Company on or before the Original Issue
                                            Date, and consequently no additional consideration (other than the Exercise Price) shall
                                            be required by to be paid by the Holder to effect any exercise of this Warrant. The Holder
                                            shall not be entitled to the return or refund of all, or any portion, of such pre-funded
                                            exercise price under any circumstance or for any reason whatsoever.



 


		5.	Delivery
                                            of Warrant Shares.



 


		(a)	Upon
                                            exercise of this Warrant, the Company shall promptly (but in no event later than five (5) Trading
                                            Days after the Exercise Date), upon the request of the Holder, credit such aggregate number
                                            of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the
                                            Holder’s or its designee’s balance account with The Depository Trust Company
                                            (“DTC”) through its Deposit Withdrawal Agent Commission system, or if
                                            the Transfer Agent is not participating in the Fast Automated Securities Transfer Program
                                            (the “FAST Program”) or if the certificates are required to bear a legend
                                            regarding restriction on transferability, issue and dispatch by overnight courier to the
                                            address as specified in the Exercise Notice, a certificate, registered in the Company’s
                                            share register in the name of the Holder or its designee, for the number of shares of Common
                                            Stock to which the Holder is entitled pursuant to such exercise. The Holder, DTC (or its
                                            nominee) or any natural person or legal entity (each, a “Person”) so designated
                                            by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record
                                            of such Warrant Shares as of the Exercise Date, irrespective of the date such Warrant Shares
                                            are credited to the Holder’s DTC account or the date of delivery of the certificates
                                            evidencing such Warrant Shares, as the case may be.



 






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		(b)	If
                                            by the close of the fifth (5th) Trading Day after the Exercise Date, the Company
                                            fails to deliver to the Holder a certificate representing the required number of Warrant
                                            Shares in the manner required pursuant to Section 5(a) or fails to credit
                                            the Holder’s balance account with DTC for such number of Warrant Shares to which the
                                            Holder is entitled, and if after such fifth (5th) Trading Day and prior to the
                                            receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise)
                                            shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant
                                            Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”),
                                            then the Company shall, within five (5) Trading Days after the Holder’s request
                                            and in the Holder’s sole discretion, either (1) pay in cash to the Holder an amount
                                            equal to the Holder’s total purchase price (including brokerage commissions, if any)
                                            for the shares of Common Stock so purchased, at which point the Company’s obligation
                                            to deliver such certificate (and to issue such Warrant Shares) shall terminate or (2) promptly
                                            honor its obligation to deliver to the Holder a certificate or certificates representing
                                            such Warrant Shares or credit the Holder’s balance account with DTC for such Warrant
                                            Shares and pay cash to the Holder in an amount equal to the excess (if any) of Holder’s
                                            total purchase price (including brokerage commissions, if any) for the shares of Common Stock
                                            so purchased in the Buy-In over the product of (A) the number of shares of Common Stock
                                            purchased in the Buy-In, times (B) the Closing Sale Price of a share of Common Stock
                                            on the Exercise Date.



 


		(c)	To
                                            the extent permitted by law and subject to Section 5(b), the Company’s
                                            obligations to issue and deliver Warrant Shares in accordance with and subject to the terms
                                            hereof (including the limitations set forth in Section 11 below) are absolute
                                            and unconditional, irrespective of any action or inaction by the Holder to enforce the same,
                                            any waiver or consent with respect to any provision hereof, the recovery of any judgment
                                            against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment,
                                            limitation or termination, or any breach or alleged breach by the Holder or any other Person
                                            of any obligation to the Company or any violation or alleged violation of law by the Holder
                                            or any other Person, and irrespective of any other circumstance that might otherwise limit
                                            such obligation of the Company to the Holder in connection with the issuance of Warrant Shares.
                                            Subject to Section 5(b), nothing herein shall limit the Holder’s right
                                            to pursue any other remedies available to it hereunder, at law or in equity including, without
                                            limitation, a decree of specific performance and/or injunctive relief with respect to the
                                            Company’s failure to timely deliver certificates representing shares of Common Stock
                                            upon exercise of the Warrant as required pursuant to the terms hereof.



 






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		6.	Charges,
                                            Taxes and Expenses. Issuance and delivery of certificates for shares of Common Stock
                                            upon exercise of this Warrant shall be made without charge to the Holder for any issue or
                                            transfer tax, transfer agent fee or other incidental tax or expense (excluding any applicable
                                            stamp duties) in respect of the issuance of such certificates, all of which taxes and expenses
                                            shall be paid by the Company; provided, however, that the Company shall not be required
                                            to pay any tax that may be payable in respect of any transfer involved in the registration
                                            of any certificates for Warrant Shares or the Warrants in a name other than that of the Holder
                                            or an Affiliate thereof. The Holder shall be responsible for all other tax liability that
                                            may arise as a result of holding or transferring this Warrant or receiving Warrant Shares
                                            upon exercise hereof.



 


		7.	Replacement
                                            of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall
                                            issue or cause to be issued in exchange and substitution for and upon cancellation hereof,
                                            or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of
                                            evidence reasonably satisfactory to the Company of such loss, theft or destruction (in such
                                            case) and, in each case, a customary and reasonable indemnity and surety bond, if requested
                                            by the Company. Applicants for a New Warrant under such circumstances shall also comply with
                                            such other reasonable regulations and procedures and pay such other reasonable third-party
                                            costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation
                                            of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a
                                            condition precedent to the Company’s obligation to issue the New Warrant.



 


		8.	Reservation
                                            of Warrant Shares. The Company covenants that it will, at all times while this Warrant
                                            is outstanding, reserve and keep available out of the aggregate of its authorized but unissued
                                            and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant
                                            Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that
                                            are initially issuable and deliverable upon the exercise of this entire Warrant, free from
                                            preemptive rights or any other contingent purchase rights of persons other than the Holder
                                            (taking into account the adjustments and restrictions of Section 9). The Company
                                            covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the
                                            payment of the applicable Exercise Price in accordance with the terms hereof, be duly and
                                            validly authorized, issued and fully paid and non-assessable. The Company will take all actions
                                            as may be reasonably necessary to assure that such shares of Common Stock may be issued as
                                            provided herein without violation of any applicable law or regulation, or of any requirements
                                            of any securities exchange or automated quotation system upon which the Common Stock may
                                            be listed. The Company further covenants that it will not, without the prior written consent
                                            of the Holder, take any actions to increase the par value of the Common Stock at any time
                                            while this Warrant is outstanding.



 


		9.	Certain
                                            Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of
                                            this Warrant are subject to adjustment from time to time as set forth in this Section 9.



 


		(a)	Stock
                                            Dividends and Splits. If the Company, at any time while this Warrant is outstanding,
                                            (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any
                                            class of capital stock issued and outstanding on the Original Issue Date and in accordance
                                            with the terms of such stock on the Original Issue Date or as amended, as described in the
                                            Registration Statement, that is payable in shares of Common Stock, (ii) subdivides its
                                            outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combines
                                            its outstanding shares of Common Stock into a smaller number of shares of Common Stock or
                                            (iv) issues by reclassification of shares of capital stock any additional shares of
                                            Common Stock of the Company, then in each such case the Exercise Price shall be multiplied
                                            by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding
                                            immediately before such event and the denominator of which shall be the number of shares
                                            of Common Stock outstanding immediately after such event. Any adjustment made pursuant to
                                            clause (i) of this paragraph shall become effective immediately after the record date
                                            for the determination of stockholders entitled to receive such dividend or distribution,
                                            provided, however, that if such record date shall have been fixed and such dividend is not
                                            fully paid on the date fixed therefor, the Exercise Price shall be recomputed accordingly
                                            as of the close of business on such record date and thereafter the Exercise Price shall be
                                            adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any
                                            adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective
                                            immediately after the effective date of such subdivision or combination.



 






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		(b)	Pro
                                            Rata Distributions. If the Company, at any time while this Warrant is outstanding, distributes
                                            to all holders of Common Stock for no consideration (i) evidences of its indebtedness,
                                            (ii) any security (other than a distribution of Common Stock covered by the preceding
                                            paragraph) or (iii) rights or warrants to subscribe for or purchase any security, or
                                            (iv) cash or any other asset (in each case, “Distributed Property”),
                                            then, upon any exercise of this Warrant that occurs after the record date fixed for determination
                                            of stockholders entitled to receive such distribution, the Holder shall be entitled to receive,
                                            in addition to the Warrant Shares otherwise issuable upon such exercise (if applicable),
                                            the Distributed Property that such Holder would have been entitled to receive in respect
                                            of such number of Warrant Shares had the Holder been the record holder of such Warrant Shares
                                            immediately prior to such record date without regard to any limitation on exercise contained
                                            therein.



 


		(c)	Fundamental
                                            Transactions. If, at any time while this Warrant is outstanding (i) the Company
                                            effects any merger or consolidation of the Company with or into another Person, in which
                                            the Company is not the surviving entity and in which the stockholders of the Company immediately
                                            prior to such merger or consolidation do not own, directly or indirectly, at least 50% of
                                            the voting power of the surviving entity immediately after such merger or consolidation,
                                            (ii) the Company effects any sale to another Person of all or substantially all of its
                                            assets in one transaction or a series of related transactions, (iii) pursuant to any
                                            tender offer or exchange offer (whether by the Company or another Person), holders of capital
                                            stock tender shares representing more than 50% of the voting power of the capital stock of
                                            the Company and the Company or such other Person, as applicable, accepts such tender for
                                            payment, (iv) the Company consummates a stock purchase agreement or other business combination
                                            (including, without limitation, a reorganization, recapitalization, spin-off or scheme of
                                            arrangement) with another Person whereby such other Person acquires more than the 50% of
                                            the voting power of the capital stock of the Company (except for any such transaction in
                                            which the stockholders of the Company immediately prior to such transaction maintain, in
                                            substantially the same proportions, the voting power of such Person immediately after the
                                            transaction), provided, however, the foregoing shall not include transactions for which the
                                            primary purpose is raising capital, or (v) the Company effects any reclassification
                                            of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is
                                            effectively converted into or exchanged for other securities, cash or property (other than
                                            as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above)
                                            (in any such case, a “Fundamental Transaction”), then following such Fundamental
                                            Transaction the Holder shall have the right to receive, upon exercise of this Warrant, the
                                            same amount and kind of securities, cash or property as it would have been entitled to receive
                                            upon the occurrence of such Fundamental Transaction if it had been, immediately prior to
                                            such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon
                                            exercise in full of this Warrant without regard to any limitations on exercise contained
                                            herein. In the event the Holder does not exercise this Warrant as contemplated by the foregoing
                                            sentence, this Warrant shall be deemed exercised in full without regard to any limitations
                                            on exercise contained herein pursuant to the “cashless exercise” provision in
                                            Section 10 hereof upon the effective date of the consummation of such Fundamental
                                            Transaction.



 






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		(d)	Number
                                            of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant
                                            to Section 9, the number of Warrant Shares that may be purchased upon exercise
                                            of this Warrant shall be increased or decreased proportionately, so that after such adjustment
                                            the aggregate Exercise Price payable hereunder for the increased or decreased number of Warrant
                                            Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such
                                            adjustment.



 


		(e)	Calculations.
                                            All calculations under this Section 9 shall be made to the nearest one-tenth
                                            of one cent or the nearest share, as applicable.



 


		(f)	Notice
                                            of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9,
                                            the Company at its expense will, at the written request of the Holder, promptly compute such
                                            adjustment, in good faith, in accordance with the terms of this Warrant and prepare a certificate
                                            setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted
                                            number or type of Warrant Shares or other securities issuable upon exercise of this Warrant
                                            (as applicable), describing the transactions giving rise to such adjustments and showing
                                            in detail the facts upon which such adjustment is based. Upon written request, the Company
                                            will promptly deliver a copy of each such certificate to the Holder and to the Company’s
                                            transfer agent.



 






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		(g)	Notice
                                            of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares
                                            a dividend or any other distribution of cash, securities or other property in respect of
                                            its Common Stock, including, without limitation, any granting of rights or warrants to subscribe
                                            for or purchase any capital stock of the Company or any subsidiary, (ii) authorizes
                                            or approves, enters into any agreement contemplating or solicits stockholder approval for
                                            any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation
                                            or winding up of the affairs of the Company, then, except if such notice and the contents
                                            thereof shall be deemed to constitute material non-public information, the Company shall
                                            deliver to the Holder a notice of such transaction at least ten (10) days prior to the
                                            applicable record or effective date on which a Person would need to hold Common Stock in
                                            order to participate in or vote with respect to such transaction; provided, however,
                                            that the failure to deliver such notice or any defect therein shall not affect the validity
                                            of the corporate action required to be described in such notice. In addition, if while this
                                            Warrant is outstanding, the Company authorizes or approves, enters into any agreement contemplating
                                            or solicits stockholder approval for any Fundamental Transaction contemplated by Section 9(c),
                                            other than a Fundamental Transaction under clause (iii) of Section 9(c),
                                            the Company shall deliver to the Holder a notice of such Fundamental Transaction at least
                                            thirty (30) days prior to the date such Fundamental Transaction is consummated. The Holder
                                            agrees to maintain any information disclosed pursuant to this Section 9(g) in
                                            confidence until such information is publicly available, and shall comply with applicable
                                            law with respect to trading in the Company’s securities following receipt of any such
                                            information.



 


		10.	Payment
                                            of Exercise Price. Notwithstanding anything contained herein to the contrary, the Holder
                                            may, in its sole discretion, satisfy its obligation to pay the Exercise Price through a “cashless
                                            exercise”, in which event the Company shall issue to the Holder the number of Warrant
                                            Shares in an exchange of securities effected pursuant to Section 3(a)(9) of the
                                            Securities Act, as determined as follows:



 


X = Y [(A-B)/A]


 


where:


 


“X”
equals the number of Warrant Shares to be issued to the Holder;


 


“Y” equals the total number
of Warrant Shares with respect to which this Warrant is then being exercised;


 


“A” equals the Closing Sale
Price of the shares of Common Stock (as reported by Bloomberg Financial Markets) as of the Trading Day on the date immediately preceding
the Exercise Date; and


 


“B” equals the Exercise Price
then in effect for the applicable Warrant Shares at the time of such exercise.


 






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For purposes of Rule 144 promulgated under
the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a “cashless exercise” transaction
shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced,
on the date this Warrant was originally issued (provided that the Commission continues to take the position that such treatment is proper
at the time of such exercise). In the event that the Registration Statement or another registration statement registering the issuance
of Warrant Shares is, for any reason, not effective at the time of exercise of this Warrant, then the Warrant may only be exercised through
a cashless exercise, as set forth in this Section 10. Except as set forth in Section 5(b) (Buy-In remedy)
and Section 12 (payment of cash in lieu of fractional shares), in no event will the exercise of this Warrant be settled in
cash.


 


		11.	Limitations
                                            on Exercise.



 


		(a)	Notwithstanding
                                            anything to the contrary herein, the Company shall not effect any exercise of this Warrant,
                                            and the Holder shall not be entitled to exercise this Warrant for a number of Warrant Shares
                                            in excess of that number of Warrant Shares which, upon giving effect or immediately prior
                                            to such exercise, would cause (i) the aggregate number of shares of Common Stock beneficially
                                            owned by the Holder, its Affiliates and any Persons who are members of a Section 13(d) group
                                            with such Holder or its Affiliates to exceed 9.99% (the “Maximum Percentage”)
                                            of the total number of issued and outstanding shares of Common Stock of the Company following
                                            such exercise, or (ii) the combined voting power of the securities of the Company beneficially
                                            owned by the Holder and its Affiliates and any other Persons who are members of a Section 13(d) group
                                            with such Holder or its Affiliates to exceed the Maximum Percentage of the combined voting
                                            power of all of the securities of the Company then outstanding following such exercise. For
                                            purposes of this paragraph, beneficial ownership and whether a holder is a member of a Section 13(d) group
                                            shall be calculated and determined in accordance with Section 13(d) of the Exchange
                                            Act and the rules promulgated thereunder. For purposes of this Warrant, in determining
                                            the number of outstanding shares of Common Stock the Holder may acquire upon the exercise
                                            of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number
                                            of outstanding shares of Common Stock as reflected in (x) the Company’s most recent
                                            Quarterly Report on Form 10-Q, Annual Report on Form 10-K and Current Reports on
                                            Form 8-K or other public filing with the Commission, as the case may be, (y) a
                                            more recent public announcement by the Company or (z) any other notice by the Company
                                            or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon
                                            the written request of the Holder, the Company shall within five (5) Trading Days confirm
                                            in writing or by electronic mail to the Holder the number of shares of Common Stock then
                                            outstanding. In any case, the number of outstanding shares of Common Stock shall be determined
                                            after giving effect to the conversion or exercise of securities of the Company, including
                                            this Warrant, by the Holder since the date as of which such number of outstanding shares
                                            of Common Stock was reported. By written notice to the Company, the Holder may from time
                                            to time increase or decrease the Maximum Percentage to any other percentage specified not
                                            in excess of 19.99% of the issued and outstanding shares of Common Stock immediately after
                                            giving effect to the issuance of the shares of Common Stock issuable upon exercise of this
                                            Warrant; provided that any such increase will not be effective until the sixty-first (61st)
                                            day after such notice is delivered to the Company. For purposes of this Section 11(a),
                                            the aggregate number of shares of Common Stock or voting securities beneficially owned by
                                            the Holder and its Affiliates and any other Persons who are members of a Section 13(d) group
                                            with such Holder or its Affiliates shall include the shares of Common Stock issuable upon
                                            (x) the exercise of this Warrant with respect to which such determination is being made,
                                            but shall exclude the number of shares of Common Stock which would be issuable upon exercise
                                            of the remaining unexercised and non-cancelled portion of this Warrant by the Holder and
                                            (y) the exercise or conversion of the unexercised, non-converted or non-cancelled portion
                                            of any other securities of the Company that do not have voting power (including without limitation
                                            any securities of the Company 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 exercisable or exchangeable for,
                                            or otherwise entitles the holder thereof to receive, Common Stock), is subject to a limitation
                                            on conversion or exercise analogous to the limitation contained herein and is beneficially
                                            owned by the Holder or any of its Affiliates and other Persons who are members of a Section 13(d) group
                                            with such Holder or its Affiliates.



 






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		(b)	This
                                            Section 11 shall not restrict the number of shares of Common Stock which a Holder
                                            may receive or beneficially own in order to determine the amount of securities or other consideration
                                            that such Holder may receive in the event of a Fundamental Transaction as contemplated in
                                            Section 9(c) of this Warrant.



 


		12.	No
                                            Fractional Shares. No fractional Warrant Shares will be issued in connection with any
                                            exercise of this Warrant. In lieu of any fractional shares that would otherwise be issuable,
                                            the number of Warrant Shares to be issued shall be rounded down to the next whole number
                                            and the Company shall pay the Holder in cash the fair market value (based on the Closing
                                            Sale Price) for any such fractional shares.



 


		13.	Notices.
                                            Any and all notices or other communications or deliveries hereunder (including, without
                                            limitation, any Exercise Notice) shall be in writing and shall be deemed given and effective
                                            on the earliest of (i) the date of transmission, if such notice or communication is
                                            delivered via facsimile or e-mail at the facsimile number or e-mail address specified in
                                            the books and records of the Transfer Agent prior to 5:30 P.M., New York City time, on a
                                            Trading Day so long as the sender of an e-mail has not received an automated notice of delivery
                                            failure from the proposed recipient’s computer server, (ii) the next Trading Day
                                            after the date of transmission, if such notice or communication is delivered via facsimile
                                            or e-mail at the facsimile number or e-mail address specified in the books and records of
                                            the Transfer Agent on a day that is not a Trading Day or later than 5:30 P.M., New York City
                                            time, on any Trading Day so long as the sender of an e-mail has not received an automated
                                            notice of delivery failure from the proposed recipient’s computer server, (iii) the
                                            Trading Day following the date of mailing, if sent by nationally recognized overnight courier
                                            service specifying next business day delivery, or (iv) upon actual receipt by the Person
                                            to whom such notice is required to be given, if by hand delivery.



 






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		14.	Warrant
                                            Agent. The Company shall initially serve as warrant agent under this Warrant. Upon thirty
                                            (30) days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation
                                            into which the Company or any new warrant agent may be merged or any corporation resulting
                                            from any consolidation to which the Company or any new warrant agent shall be a party or
                                            any corporation to which the Company or any new warrant agent transfers substantially all
                                            of its corporate trust or shareholders services business shall be a successor warrant agent
                                            under this Warrant without any further act. Any such successor warrant agent shall promptly
                                            cause notice of its succession as warrant agent to be mailed (by first class mail, postage
                                            prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.



 


		15.	Miscellaneous.



 


		(a)	No
                                            Rights as a Stockholder. The Holder, solely in such Person’s capacity as a holder
                                            of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder
                                            of share capital of the Company for any purpose, nor shall anything contained in this Warrant
                                            be construed to confer upon the Holder, solely in such Person’s capacity as the Holder
                                            of this Warrant, any of the rights of a stockholder of the Company or any right to vote,
                                            give or withhold consent to any corporate action (whether any reorganization, issue of stock,
                                            reclassification of stock, consolidation, merger, amalgamation, conveyance or otherwise),
                                            receive notice of meetings, receive dividends or subscription rights, or otherwise, prior
                                            to the issuance to the Holder of the Warrant Shares which such Person is then entitled to
                                            receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant
                                            shall be construed as imposing any liabilities on the Holder to purchase any securities (upon
                                            exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities
                                            are asserted by the Company or by creditors of the Company.



 


		(b)	Authorized
                                            Shares. (i) Except and to the extent as waived or consented to by the Holder, the
                                            Company shall not by any action, including, without limitation, amending its certificate
                                            or articles of incorporation or through any reorganization, transfer of assets, consolidation,
                                            merger, dissolution, issue or sale of securities or any other voluntary action, avoid or
                                            seek to avoid the observance or performance of any of the terms of this Warrant, 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 may be necessary or appropriate to protect the rights of Holder as
                                            set forth in this Warrant against impairment. Without limiting the generality of the foregoing,
                                            the Company will (a) not increase the par value of any Warrant Shares above the amount
                                            payable therefor upon such exercise immediately prior to such increase in par value, (b) take
                                            all such action as may be necessary or appropriate in order that the Company may validly
                                            and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this
                                            Warrant, and (c) use commercially reasonable 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. (ii) Before
                                            taking any action 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 regulatory body or bodies having jurisdiction thereof.



 






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		(c)	Successors
                                            and Assigns. Subject to the restrictions on transfer set forth in this Warrant and compliance
                                            with applicable securities laws, this Warrant may be assigned by the Holder. This Warrant
                                            may not be assigned by the Company without the written consent of the Holder, except to a
                                            successor in the event of a Fundamental Transaction. This Warrant shall be binding on and
                                            inure to the benefit of the Company and the Holder and their respective successors and assigns.
                                            Subject to the preceding sentence, nothing in this Warrant shall be construed to give to
                                            any Person other than the Company and the Holder any legal or equitable right, remedy or
                                            cause of action under this Warrant. This Warrant may be amended only in writing signed by
                                            the Company and the Holder, or their successors and assigns.



 


		(d)	Amendment
                                            and Waiver. Except as otherwise provided herein, the provisions of the Warrants may be
                                            amended and the Company may take any action herein prohibited, or omit to perform any act
                                            herein required to be performed by it, only if the Company has obtained the written consent
                                            of the Holder or those registered holders of the Warrants representing no less than a majority
                                            of the Warrant Shares obtainable upon exercise of the Warrants then outstanding.



 


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



 


		(f)	Governing
                                            Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND
                                            INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
                                            WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW
                                            THEREOF. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION
                                            OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR
                                            THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION
                                            CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY
                                            OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN
                                            ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION
                                            OF ANY SUCH COURT. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES PERSONAL
                                            SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING
                                            BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE
                                            OF DELIVERY) TO SUCH PERSON AT THE ADDRESS IN EFFECT FOR NOTICES TO IT AND AGREES THAT SUCH
                                            SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING
                                            CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER
                                            PERMITTED BY LAW. EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL
                                            BY JURY.



 






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		(g)	Headings.
                                            The headings herein are for convenience only, do not constitute a part of this Warrant and
                                            shall not be deemed to limit or affect any of the provisions hereof.



 


		(h)	Severability.
                                            In case any one or more of the provisions of this Warrant shall be invalid or unenforceable
                                            in any respect, the validity and enforceability of the remaining terms and provisions of
                                            this Warrant shall not in any way be affected or impaired thereby, and the Company and the
                                            Holder will attempt in good faith to agree upon a valid and enforceable provision which shall
                                            be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate
                                            such substitute provision in this Warrant.



 


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


 


	 	MARINUS
    PHARMACEUTICALS, INC.
	 	 
	 	By:	                                    
	 	Name:
	 	Title:


 






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SCHEDULE 1


FORM OF EXERCISE NOTICE


 


[To be executed by the Holder to purchase shares
of Common Stock under the Warrant]


 


Ladies and Gentlemen:


 


		(1)	The undersigned is the Holder of Warrant No. __
                                            (the “Warrant”) issued by Marinus Pharmaceuticals, Inc., a Delaware
                                            corporation (the “Company”). Capitalized terms used herein and not otherwise
                                            defined herein have the respective meanings set forth in the Warrant.



 


		(2)	The undersigned hereby exercises its right
                                            to purchase Warrant Shares pursuant to the Warrant.



 


		(3)	The Holder intends that payment of the Exercise
                                            Price shall be made as (check one):



 


  ̈
Cash Exercise


 


  ̈
 “Cashless Exercise” under Section 10 of the Warrant


 


		(4)	If the Holder has elected a Cash Exercise,
                                            the Holder shall pay the sum of $ in immediately available funds to the Company in accordance
                                            with the terms of the Warrant.



 


		(5)	Pursuant to this Exercise Notice, the Company
                                            shall deliver to the Holder Warrant Shares determined in accordance with the terms of the
                                            Warrant.



 


		(6)	By its delivery of this Exercise Notice, the
                                            undersigned represents and warrants to the Company that in giving effect to the exercise
                                            evidenced hereby the Holder will not beneficially own in excess of the number of shares of
                                            Common Stock (as determined in accordance with Section 13(d) of the Securities
                                            Exchange Act of 1934, as amended) permitted to be owned under Section 11(a) of
                                            the Warrant to which this notice relates.



 


	Dated:
    
	 
	Name
    of Holder: 
	 
	By:
    
	Name:
    
	Title:
    


 


(Signature must conform in all respects to name
of Holder as specified on the face of the Warrant)