Exhibit

4.2




 




COMMON

STOCK PURCHASE WARRANT




 




Nexalin

technology, inc.




 









	Warrant

Shares: _______	Initial Exercise Date: _______, 2022





 




THIS

COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns

(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter

set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m.

(New York City time) on _____1 (the “Termination Date”) but not thereafter, to subscribe for and

purchase from Nexalin Technology Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject

to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock

under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and

maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”)

shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant

in certificated form pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.




 




Section

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

indicated in this Section 1:




 




“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common

control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.




 




“Bid

Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common

Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest

preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based

on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a

Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or

OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the

Common Stock are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting

prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market

value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority

in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be

paid by the Company.




 




 










		1	Insert

the date that is the three year anniversary of the Initial Exercise Date; provided, however, that, if such date is not a Trading

Day, insert the immediately following Trading Day.





 











     



     



    



 




“Board

of Directors” means the board of directors of the Company.




 




“Business

Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or

any day on which banking institutions in the State of New York are authorized or required by law or other governmental action

to close.




 




“Commission”

means the United States Securities and Exchange Commission.




 




“Common

Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which

such securities may hereafter be reclassified or changed.




 




“Common

Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to

acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument

that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,

Common Stock.




 




“Exchange

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




 




“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.




 




“Registration

Statement” means the Company’s registration statement on Form S=1 (File No. 333-261989).




 




“Securities

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




 




“Subsidiary”

means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company

formed or acquired after the date hereof.




 




“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 American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market

or the New York Stock Exchange (or any successors to any of the foregoing).




 











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“Transfer

Agent” means Continental Stock Transfer & Trust Company, the current transfer agent of the Company, with a mailing

address of 1 State Street, 30th Floor, New York, NY 10004-1561 and any successor transfer agent of the Company.




 




“Underwriting

Agreement” means the underwriting agreement, dated as of _________, 2022 between the Company and Maxim Group LLC as

representative of the underwriters named therein, as amended, modified or supplemented from time to time in accordance with its

terms.




 




“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then

listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock on the third trading day prior

to such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported

by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if

OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock on the third trading day prior to

such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted

for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization

or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,

or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected

in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,

the fees and expenses of which shall be paid by the Company.




 




“Warrant

Agency Agreement” means that certain warrant agency agreement, dated on or about the Initial Exercise Date, between

the Company and the Warrant Agent.




 




“Warrant

Agent” means the Transfer Agent and any successor warrant agent of the Company




 




“Warrants”

means this Warrant and other Common Stock purchase warrants issued by the Company pursuant to the Registration Statement.




 











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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 delivery to the Company of a

duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form

annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the

number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of

exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable

Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise

procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of

Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of

Exercise 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 on which the final Notice of Exercise is delivered to the Company. Partial

exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder 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. 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.




 




Notwithstanding

the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing

this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall

effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the

appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such

other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form

pursuant to the terms of the Warrant Agency Agreement, in which case this sentence shall not apply.




 




b) Exercise

Price. The exercise price per share of Common Stock under this Warrant shall be $[     ][115% of the unit offering price],

subject to adjustment hereunder (the “Exercise Price”).




 




c) Cashless

Exercise. If at the time of exercise hereof 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, then this Warrant may

also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall

be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A),

where:




 











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		(A) = 	as

applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice

of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both

executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours”

(as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the

option of the Holder, either (y) the VWAP on the third Trading Day immediately preceding the date of the applicable Notice of

Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time

of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular

trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the

close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of

the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both

executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading

Day;





 




		(B) = 	the

Exercise Price of this Warrant, as adjusted hereunder; and





 




		(X) = 	the

number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if

such exercise were by means of a cash exercise rather than a cashless exercise.





 




If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the
Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not
to take any position contrary to this Section 2(c).




 




Notwithstanding

anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise

pursuant to this Section 2(c).




 











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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 either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, 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 earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. 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 Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as 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 Stock 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 certificate, at the time of delivery of the 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.








 











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 iii. 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, 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 (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock 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, 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 shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock 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 shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.








 




 iv. 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 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.








 




 v. 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 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.








 











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








 




e) Holder’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). For purposes of the foregoing sentence, the number of shares of Common Stock

beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common

Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the

number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this

Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of

the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other

Common Stock 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

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 shares of Common Stock, a Holder may rely on the number of

outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with

the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice

by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written

or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number

of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be

determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the

Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock

was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to

the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect

to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may

increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial

Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after

giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the

provisions of this Section 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.




 











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Section

3. Certain Adjustments.




 




a) Stock

Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend

or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent

securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock

issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number

of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number

of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then

in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of

Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall

be the number of shares of Common Stock outstanding immediately after such event, and the number of 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 stockholders 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.




 











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b) Subsequent

Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants,

issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to

the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be

entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder

could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this

Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership

Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights,

or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for

the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s right to

participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the

Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of

Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in

abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the

Beneficial Ownership Limitation).




 






c) Pro

Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or

other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return

of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or

options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar

transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case,

the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated

therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant

(without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation)

immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of

which the record holders of shares of Common Stock are to be determined for the participation in such Distribution

(provided, however, that, to the extent that the Holder’s right to participate in any such Distribution

would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to

participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of

such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the

Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership

Limitation). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution,

such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this

Warrant.




 











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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 (and

all of its Subsidiaries, taken as a whole), 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 Stock 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 outstanding Common Stock,

(iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or

recapitalization 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, or (v) the Company, directly or indirectly, in one or

more related transactions consummates a stock or share purchase agreement or other business combination (including, without

limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of

Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including

any shares of Common Stock 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 stock 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 shares of Common Stock 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 shares of

Common Stock 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 share of Common Stock 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. 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 in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable

delay) 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 of capital stock of such Successor Entity

(or its parent entity) equivalent to the shares of Common Stock 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 of capital stock (but taking into account the

relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital

stock, such number of shares of capital stock 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), and which is reasonably satisfactory

in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall

succeed to, and be substituted for (so that from 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.




 











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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 shares of Common Stock deemed to be issued and outstanding as of a given

date shall be the sum of the number of shares of Common Stock (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 deliver to the Holder by facsimile or email 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 Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock,

(C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for

or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company

shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the

Company (and all of its Subsidiaries, taken as a whole) 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 Stock 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 delivered by facsimile or email to the Holder at

its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, 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 Stock 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 Stock of record shall be entitled to exchange their shares of the Common Stock 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 provided in this Warrant constitutes,

or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company

shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall 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.




 











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g) Voluntary

Adjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during the

term of this Warrant, subject to the prior written consent of the Holder, reduce the then current Exercise Price to any

amount and for any period of time deemed appropriate by the board of directors of the Company.




 




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 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 on which the Holder delivers an assignment form to the

Company assigning this Warrant in 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.




 











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c) Warrant

Register. The Warrant Agent shall register this Warrant, upon records to be maintained by the Warrant Agent for that

purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The

Company and the Warrant Agent 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. Redemption of Warrants. At any time on and after the date of

original issuance of this Warrant [_______, 2022] and prior to the exercise or expiration of the Warrant, the Company shall

have the right to call the Warrants for redemption upon 30 days’ prior written or published notice at a price of $.001

per Warrant, provided however that the closing bid quotation for the Common Stock for at least 20 of the 30 consecutive

business days ending on the business day prior to the Company’s giving notice of redemption has been at least

$[][$____] [three times the offering price per Unit] per share. The Holder shall have the right to exercise the Warrant prior

to the date set forth in the Company’s notice of redemption (the “Redemption Date”). After the Redemption

Date, all rights of the Holder shall terminate, other than the right to receive the redemption price of $.001 per Warrant,

without interest. The redemption price shall be subject to adjustment upon the occurrence of certain events as described in

this Warrant.




 




Section

6. Miscellaneous.




 




a) No

Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any

voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section

2(d)(i), except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a

“cashless exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section

2(d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.




 




b) Loss,

Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence

reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock 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 stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like

tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.




 




c) Saturdays,

Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required

or 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.




 











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d) Authorized

Shares.




 




The

Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common

Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights

under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers

who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant.

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, or of any requirements of the Trading Market upon which the Common

Stock 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 certificate 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 par value of any Warrant Shares above

the amount payable therefor upon such exercise immediately prior to such increase in par 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 nonassessable Warrant Shares

upon the exercise of this Warrant 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.




 











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e) Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be

governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to

the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations,

enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their

respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced

exclusively in the state and federal courts sitting in the City of New York. Each party 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, 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, that such suit, action or proceeding is improper or is an

inconvenient venue for such proceeding. Each party 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 party at the address in effect for notices to it under this Warrant

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 other manner permitted by law. If either party

shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such

action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs

and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.




 




f) Restrictions.

The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder

does not utilize cashless exercise, 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.




 











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h) Notices.

Any and all notices or other communications or deliveries to be provided by the Holders hereunder including,

without limitation, any Notice of Exercise, shall be in writing and delivered personally, by facsimile or e-mail, or sent by

a nationally recognized overnight courier service, addressed to the Company, at 1776 Yorktown, Suite 550, Houston, TX 77056

Attention: Chief Financial Officer, email address: m.elson@nexalin.com, or such other facsimile number, email address

or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or other communications

or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile or e-mail,

or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number, e-mail address

or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder

shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is

delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section prior to 5:30

p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or

communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this

Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second

Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon

actual receipt by the party to whom such notice is required to be given. To the extent that any notice provided hereunder

constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall

simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.




 




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 Stock or as a stockholder 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 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, on the one

hand, and the Holder or the beneficial owner of this Warrant, on the other hand.




 




m) Severability.

Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under

applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision

shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such

provisions or the remaining provisions of this Warrant.




 











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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.




 




o) Warrant

Agency Agreement. If this Warrant is held in global form through DTC (or any successor depositary), this Warrant is

issued subject to the Warrant Agency Agreement. To the extent any provision of this Warrant conflicts with the express

provisions of the Warrant Agency Agreement, the provisions of this Warrant shall govern and be controlling.




 




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




 




(Signature

Page Follows)





 











    18



     



    








 




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.




 









	 	NEXALIN TECHNOLOGY, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 











    19



     



    



 




NOTICE

OF EXERCISE




 




		To:	NEXALIN

TECHNOLOGY, INC.





 




(1)

The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached

Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable

transfer taxes, if any.




 




(2)

Payment shall take the form of (check applicable box):




 




[  ] in lawful money of the United States; or




 




[  ] if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in

subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless

exercise procedure set forth in subsection 2(c).




 




(3)

Please issue said 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:	 





 











    20



     



    



 




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:	 	 	 











 








    21