Exhibit 4.1





COMMON SHARE PURCHASE
WARRANT


 


AURIS
MEDICAL holding ag


 


	Warrant Shares: [_______]	 	Initial Exercise Date: February 21, 2017

                                            Issue Date: February 21, 2017

                                             

                                             



THIS COMMON SHARE 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 the close of business on the five
(5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe
for and purchase from Auris Medical Holding AG, a company established in Switzerland (the “Company”), up to
[______] (as subject to adjustment hereunder, the “Warrant Shares”) of registered common shares, nominal value
CHF 0.40 per share (each, a “Common Share”). The purchase price of one Common Share under this Warrant shall
be equal to the Exercise Price, as defined in Section 2(b).


 


Section 1.Definitions.
The following terms, as used herein, have the following meanings:


 


“Accredited
Investor” has the meaning set forth in Rule 501 of Regulation D promulgated under the Securities Act.


 


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


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
Switzerland or any day on which banking institutions in the State of New York or Switzerland are authorized or required by law
or other governmental action to close.


 


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


 


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


 


“Market Price”
of a Common Share on any date shall mean the arithmetic mean of the VWAP on each of the five (5) consecutive Trading Days immediately
preceding such date. The Market Price shall be appropriately adjusted for any stock dividend, stock split, stock combination or
other similar transaction during such period.


 




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“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.


 


“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: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New
York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing).


 


“Transfer
Agent” means the transfer agent for the Company’s Common Shares.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares are then
listed or quoted on a Trading Market, the daily volume weighted average price per share of the Common Shares for such date (or
the nearest preceding date) on the Trading Market on which the Common 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 4:02 p.m. (New York City time)). If VWAP cannot be calculated
on such date on any of the foregoing bases, the VWAP on such date shall be the fair market value per share of the Common Shares
as mutually determined by the Company and the Holder.


 


Section 2.Exercise.


 


a)       Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times
on or after the Initial Exercise Date and on or before the Termination Date by (i) delivery to the Company (or such other office,
agency or bank of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing
on the books of the Company) of the duly executed original of the Notice of Exercise in the form annexed as Exhibit A hereto and
(ii) no later than one (1) Trading Day following the date said Notice of Exercise is delivered to the Company or, if the Notice
of Exercise is held in escrow by the Company, the date that the relevant instruction to complete the Notice of Exercise is sent
via email to the Company, payment of the aggregate Exercise Price for the Common Shares specified in such Notice of Exercise in
cash by wire transfer to a bank account in Switzerland specified by the Company (the “Bank Account”); provided,
that any single exercise shall be for Common Shares with an aggregate Exercise Price of no less than $25,000 (or if the Holder’s
purchase rights hereunder shall then be for Common Shares with an aggregate Exercise Price of less than $25,000, such exercise
shall be for all Common Shares then subject to purchase hereunder). At the Holder’s election, such Holder may deposit an
executed Notice of Exercise in escrow with the Company and may thereafter provide irrevocable instructions to the Company with
information necessary to complete such Notice of Exercise via email sent to [************]. The Company will complete
such Notice of Exercise with such information and thereafter


 




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release such
Notice of Exercise from escrow such that the Notice of Exercise shall be delivered to the Company. No medallion guarantee (or other
type of guarantee or notarization) of any Notice of Exercise form shall be required. Notwithstanding anything herein to the contrary,
the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the
Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant
to the Company for cancellation within three (3) Trading Days of the date 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
shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable
number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased
and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of
receipt of such notice. If there is no effective registration statement under the Securities Act permitting the issuance of Warrant
Shares upon exercise of this Warrant, a Holder may not exercise the purchase rights represented by this Warrant unless such Holder,
at the time of such exercise, is an Accredited Investor and such Holder, at the Company’s request, represents the same to
the Company in writing. 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 Warrant Shares
available for purchase hereunder at any given time may be less than the amount stated on the face hereof.


 


b)       Exercise
Price. The exercise price per Common Share under this Warrant shall be $1.20, subject to adjustment hereunder (the “Exercise
Price”). In no event shall the Exercise Price be adjusted below the nominal value (or U.S. dollar equivalent) of the
Common Shares, which is CHF 0.40 as of the Initial Exercise Date.


 


c)       If
an executed Notice of Exercise is delivered to the Company in accordance with the provisions of Section 2(a) at a time when there
is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the
Warrant Shares to the Holder (“Registration Unavailability Period”), then, (i) the Company shall pay to the
Holder, in cash, an amount equal to the product of (A-B) and (X) and (ii) the number of Warrant Shares available for purchase hereunder
shall be decreased by an amount equal to (X), where:


 


	 	(A) = 	the last VWAP immediately preceding the time of delivery of the executed Notice of Exercise during the Registration Unavailability Period (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such that, in the event the Notice of Exercise is delivered at a time that the Trading Market is open, the prior Trading Day’s VWAP shall be used in this calculation);
	 	 	 
	 	(B) = 	the Exercise Price of this Warrant, as adjusted hereunder; and 




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(X) = the number
of Warrant Shares that would be issuable upon exercise of this Warrant pursuant to the executed Notice of Exercise delivered during
the Registration Unavailability Period.


 


d)       Mechanics
of Exercise.


 


i.       Delivery
of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer
Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository
Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant
in such system and there is an effective registration statement under the Securities Act permitting the issuance of the Warrant
Shares to or resale of the Warrant Shares by Holder, and otherwise by physical delivery of a certificate, registered in the Company’s
share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant
to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of (i) two (2)
Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined herein) following the date
that the Company receives the latter of the executed Notice of Exercise and the applicable Exercise Price (such date, the “Warrant
Share Delivery Date”). With respect to a Holder that elects to deposit an executed Notice of Exercise with the Company,
such Holder shall be deemed, for purposes of Regulation SHO, to have become a holder of the Warrant Shares with respect to which
this Warrant has been exercised upon the email delivery of the relevant instruction necessary to complete the Notice of Exercise
to the Company. If the Company fails for any reason to deliver to 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 of the Common Shares on the date of the applicable Notice
of Exercise), $5 per Trading Day (increasing to $10 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. The Company agrees
to maintain a transfer agent that is a participant in the 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 respect to the Common Shares as in effect on the date of delivery
of the Notice of Exercise.


 


ii.       Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder
and upon surrender of this Warrant, at the time of delivery of the


 




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Warrant Shares,
deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by
this Warrant, which new Warrant shall in all other respects be identical with this Warrant.


 


iii.       [Reserved].


 


iv.       Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder,
if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions
of Section 2(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 its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise
purchases, Common Shares 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’s total purchase price (including brokerage commissions, if any) for the Common Shares so
purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver
to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to
such purchase obligation was executed (without deducting brokerage commissions, if any), 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 which
case such exercise shall be deemed rescinded) or deliver to the Holder the number of Common Shares that would have been issued
had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common
Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Common Shares with an
aggregate sale price giving rise to such 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 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
Common Shares upon exercise of the Warrant as required pursuant to the terms hereof.


 


v.       No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise


 




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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 or round 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 incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the
Company, and such Warrant Shares 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 for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B 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 fees required for same-day processing of any Notice of Exercise
and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required
for same-day electronic delivery of the Warrant Shares.


 


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


 


e)       Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after
exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other
Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution
Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below), provided that
this restriction shall not apply with respect to exercises of this Warrant by a Holder to the extent such Holder together with
its Affiliates and Attribution Parties beneficially owned in excess of the Beneficial Ownership Limitation prior to the Initial
Exercise Date.  For purposes of the foregoing sentence, the number of Common Shares beneficially owned by the Holder and its
Affiliates and Attribution Parties shall include the number of Common Shares issuable upon exercise of this Warrant with respect
to which such determination is being made, but shall exclude the number of Common Shares which would be issuable upon (i) exercise
of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution
Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including,
without limitation, any other Common Share Equivalents) subject to a limitation on conversion or exercise analogous to the limitation
contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.  Except as set forth in
the preceding


 




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sentence,
for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act
and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing
to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible
for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e)
applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together
with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion
of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this
Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties)
and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group
status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding Common Shares, a Holder may
rely on the number of outstanding Common Shares as reflected in (A) the Company’s most recent annual report filed with the
Commission, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer
Agent setting forth the number of Common Shares outstanding.  Upon the written or oral request of a Holder, the Company shall
within two Trading Days confirm orally and in writing to the Holder the number of Common Shares then outstanding.  In any
case, the number of outstanding Common Shares 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 Common Shares was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the
number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of
this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of
this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Common Shares outstanding
immediately after giving effect to the issuance of Common Shares upon exercise of this Warrant held by the Holder and the provisions
of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the
61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 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 to make changes or
supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall
apply to a successor holder of this Warrant.


 


Section 3.Certain
Adjustments.


 




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a)       Share
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise
makes a distribution or distributions on Common Shares or any other equity or equity equivalent securities payable in Common Shares
(which, for avoidance of doubt, shall not include any Common Shares issued by the Company upon exercise of this Warrant), (ii)
subdivides outstanding Common Shares into a larger number of shares, (iii) combines (including by way of reverse share split) outstanding
Common Shares into a smaller number of shares, or (iv) issues by reclassification of the Common Shares any shares of capital share
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 Common Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall
be the number of Common Shares outstanding immediately after such event, and the number of Warrant Shares issuable upon exercise
of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged.
Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination
of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date
in the case of a subdivision, combination or re-classification.


 


b)       [Reserved].


 


c)       Cash
Dividends. During such time as this Warrant is outstanding, if the Company shall declare or make any cash dividend or other
cash distribution to holders of Common Shares (a “Cash Dividend”), at any time after the issuance of this Warrant,
then, then (i) any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination
of holders of Common Shares entitled to receive the Cash Dividend shall be reduced, effective as of the close of business on such
record date, to a price determined by multiplying such Exercise Price by a fraction of which (A) the numerator shall be the
Market Price of the Common Shares on the Trading Day immediately preceding such record date minus the amount of the Cash Dividend
applicable to one Common Share, and (B) the denominator shall be the Market Price of the Common Shares on the Trading Day
immediately preceding such record date; and (ii) the number of Warrant Shares shall be increased to a number of Common Shares
equal to the number of shares of Common Stock obtainable immediately prior to the close of business on the record date fixed for
the determination of holders of shares of Common Stock entitled to receive the Cash Dividend multiplied by the reciprocal of the
fraction set forth in the immediately preceding clause (i).


 


d)       Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions 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 one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether
by the Company or another Person) is completed pursuant to which holders of Common Shares are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the


 




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outstanding
Common Shares, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Shares or any compulsory share exchange pursuant to which the Common 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 share or share purchase agreement 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 Common Shares (not including any Common Shares held by the other Person or other Persons
making or party to, or associated or affiliated with the other Persons making or party to, such share or share purchase agreement
or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this
Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately
prior 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 Common Shares of the successor or acquiring corporation or of the Company,
if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable
as a result of such Fundamental Transaction by a holder of the number of Common Shares for which this Warrant is exercisable immediately
prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes
of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration
based on the amount of Alternate Consideration issuable in respect of one Common Share in such Fundamental Transaction, and the
Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value
of any different components of the Alternate Consideration. If holders of Common Shares are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate
Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to
the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s
option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction, purchase
this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised
portion of this Warrant on the date of the consummation of such Fundamental Transaction. “Black Scholes Value”
means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function
on Bloomberg, L.P. (“Bloomberg”) determined as of the day of consummation of the applicable Fundamental Transaction
for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to
the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an
expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the
Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per
share used in such calculation shall be the sum


 




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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 (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental
Transaction and the Termination Date. The payment of the Black Scholes Value will be made by wire transfer of immediately available
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
“Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance
with the provisions of this Section 3(e) pursuant to written agreements prior to such Fundamental Transaction and shall, at the
option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written
instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares
in the share capital of such Successor Entity (or its parent entity) equivalent to the Common Shares acquirable and receivable
upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction,
and with an exercise price which applies the exercise price hereunder to such shares (but taking into account the relative value
of the Common Shares pursuant to such Fundamental Transaction and the value of such shares, such number of shares and such exercise
price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental
Transaction). Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted
for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.


 


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 purposes of this Section 3, the number of Common Shares deemed to be issued and outstanding as of a given date shall be the
sum of the number of Common Shares (excluding treasury shares, if any) issued and outstanding.


 


f)       Notice
to Holder.


 


i.       Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
publish on its website at www.aurismedical.com a notice setting forth the Exercise Price after such adjustment and any resulting
adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ii.       Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the
Common Shares, (B) the Company shall declare a special nonrecurring


 




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cash dividend
on or a redemption of the Common Shares, (C) the Company shall authorize the granting to all holders of the Common Shares rights
or warrants to subscribe for or purchase any shares of any class or of any rights, (D) the approval of any shareholders of the
Company shall be required in connection with any reclassification of the Common Shares, any consolidation or merger to which the
Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange
whereby the Common Shares is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary
or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause
to be published on its website at www.aurismedical.com, at least 20 calendar days prior to the applicable record or 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 Shares of record
to be entitled to such dividend, 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 holders of the Common Shares of record shall be entitled to exchange their Common Shares for securities,
cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided
that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate
action required to be specified in such notice. To the extent that any notice required by this Warrant constitutes, or contains,
material, non-public information regarding the Company, the Company shall simultaneously file such notice with the Commission pursuant
to a Report on Form 6-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of
such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.


 


g)       Applicability
of article 653d para. 2 Swiss Code Obligations. For the avoidance of doubt, the parties hereto acknowledge and agree that article
653d para. 2 Swiss Code Obligations shall apply.


 


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 this Warrant substantially in the form attached hereto duly executed 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


 




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name of the
assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and
shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly
be cancelled. Notwithstanding anything herein to the contrary, the Holder
shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full,
in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date the Holder delivers
an assignment form to the Company assigning this Warrant full. The Warrant, if properly assigned in 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, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such
division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial
issuance date of this Warrant and shall be identical with 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 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.


 


Section 5.Miscellaneous.


 


a)       No
Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights
as a shareholder of the Company. Upon receipt by the Company of a Notice of Exercise executed by a Holder and the applicable Exercise
Price, such Holder shall be entitled to the voting rights, dividends and other rights as a shareholder of the Company with respect
to the Common Shares specified in such Notice of Exercise.


 


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


 




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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
granted herein 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)       Conditional
Capital.


 


During the term
of this Warrant, the Company will at all times have authorized and reserved a sufficient number of its Common Shares as contingent
capital (bedingtes Kapital) to provide for the exercise of the rights to purchase Common Shares as provided for herein.
The Company acknowledges that compensation for damages may not be sufficient remedy for the Holder in case of the Company’s
failure to comply with its obligations under this paragraph and therefore expressly confirms that the Holder may in such case request
specific performance (Realerfüllung) upon due exercise of its purchase rights pursuant to Section 2 hereof from time
to time by obligating the Company to deliver such number of shares as would have been issued to the Holder in connection with such
exercise of its purchase rights from time to time.


 


The Company will
take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without
violation of any applicable law or regulation, including by maintaining an effective registration statement under the Securities
Act permitting the issuance of Warrant Shares upon exercise of this Warrant from the Initial Exercise Date until the Termination
Date, or of any requirements of the Trading Market upon which the Common Shares may be listed. The Company covenants that all Warrant
Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase
rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued,
fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof
(other than taxes in respect of any transfer occurring contemporaneously with such issue).


 


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 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 (i) not increase the nominal value of any Warrant Shares above the amount payable
therefor upon such exercise immediately prior to such increase in nominal value, (ii) take all such action as may be necessary
or appropriate in order that the Company may validly and legally issue fully paid and


 




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nonassessable
Warrant Shares upon the exercise of this Warrant and payment for such Warrant Shares and (iii) 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.


 


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.


 


e)       Governing
Law. This Warrant shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, excluding
conflict of laws principles that would cause the application of laws of any other jurisdiction. For the avoidance of doubt, matters
involving the rights of shareholders, issuance of Common Shares and the validity of Common Shares shall be governed by the laws
of Switzerland.


 


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


 


g)       Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision
of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any
material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to 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 notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered
to the address of the Holder set forth in the Warrant Register.


 


i)       Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase
Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder
for the purchase price of any Common Share or as a shareholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.


 


j)       Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled
to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the


 




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provisions
of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at
law would be adequate.


 


k)       Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure
to the benefit 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 enforceable by 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 the extent 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)




 



    15


     


    




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


 


	 	 auris medical holding ag
	 	 	 	 
	 	 	 	 
	 	By:	 
	     	 	Name:	 
	     	 	Title:	 




    16


     


    

EXHIBIT A


 


NOTICE OF EXERCISE


 


To:Auris
medical holding ag


 


(1)       Reference
is made to (i) article 3b of the articles of association of Auris Medical Holding AG, Zug, and (ii) the offering prospectus dated
February 15, 2017 whereby (i)-(ii) are known to the undersigned.


 


(2)       The
undersigned hereby unconditionally and irreversibly exercises the Warrant pursuant to the terms of the attached Warrant to take
up ___________ common shares in Auris Medical Holding AG, Zug, with a nominal value of CHF 0.40 each at the issue price of US$
1.20 per share, US$_________________ [amount] in total.


 


(3)       Payment
shall be made in lawful money of the United States to the following account of Auris Medical Holding AG:


 


	Bank name:                                	[*******]
	Beneficiary:	Auris Medical Holding AG
	Account number:                       	[*********]
	b/c code (SWIFT):                     	[*********]
	IBAN number:	[*********]
	Local clearing:	[*******]



 


 

(4)       Please
issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


	 	_______________________________
	 	 


The Warrant Shares shall be delivered to
the following DWAC Account Number:


 


	 	_______________________________
	 	 
	 	_______________________________
	 	 
	 	_______________________________


 


 


[SIGNATURE
OF HOLDER]


 


	Name of Investing Entity:   	 


	Signature of Authorized Signatory of Investing Entity:   	 


	Name of Authorized Signatory:
      	 


	Title of Authorized Signatory:  	 


	Date: 	 




     


     


    

EXHIBIT B


 


ASSIGNMENT
FORM


 


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


 


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


 




 





	Name:	 	 
	 	(Please Print)	 
	 	 	 
	Address:		 
	 	(Please Print) 	 
	 	 	 
	Phone Number:	 	 
	

                                     

                                    Email Address: 
	 	 







 


 


	Dated: _______________ __, ______	 
	 	 
	Holder’s Signature:                                              	 
	 	 
	Holder’s Address: