Exhibit 4.1


 


FORM
OF WARRANT


 


NEITHER
THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED
UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. UNLESS SOLD
PURSUANT TO EITHER AN EFFECTIVE REGISTRATION STATEMENT OR RULE 144 UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES MAY
REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE
IS IN COMPLIANCE WITH THE SECURITIES ACT.


 


NeuroOne
Medical Technologies Corporation


 


Warrant


 





	Warrant No. ___	 	Original Issue Date:
	 	 	January [____], 2021


  


NeuroOne
Medical Technologies Corporation, a Delaware
corporation (the “Company”), hereby certifies that, for value received, [______________________]
or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total
of [____________] shares of Common Stock (each such share, a “Warrant Share” and all such shares, the
“Warrant Shares”), at any time and from time to time from and after the Original Issue Date and through and
including January [________], 2026 (the “Expiration Date”), and subject to the following terms and conditions:


 


1. Definitions.
As used in this Warrant, the following terms shall have the respective definitions set forth in this Section 1. Capitalized
terms that are used and not defined in this Warrant that are defined in the Purchase Agreement (as defined below) shall have the
respective definitions set forth in the Purchase Agreement.


 


“Closing
Price” means, for any date of determination, the price determined by the first of the following clauses that applies:
(i) if the Common Stock is then listed or quoted on a Trading Market, the closing bid price per share of the Common Stock for
such date (or the nearest preceding date) on the primary Trading Market on which the Common Stock trades or (ii) if the Common
Stock is not then listed or quoted on a Trading Market, the fair market value of a share of Common Stock as determined by an independent
qualified appraiser selected in good faith and paid for by the Company.


 


“Common
Stock” means the common stock of the Company, par value $0.001 per share, and any securities into which such common
stock may hereafter be reclassified.


 


“Exercise
Price” means $1.75, subject to adjustment in accordance with Section 9.


 


“Fundamental
Transaction” means any of the following: (i) the Company effects any merger or consolidation of the Company with or
into another person, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related
transactions, (iii) any tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which
holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, (iv) the Company
effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively
converted into or exchanged for other securities, cash or property 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 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).


 






     


     


    

 


“Original
Issue Date” means the Original Issue Date first set forth on the first page of this Warrant or its predecessor instrument.


 


“Purchase
Agreement” means the Common Stock and Warrant Purchase Agreement, dated January 12, 2021, to which the Company and the
original Holder are parties.


 


“Trading
Day” means (i) a day on which the Common Stock is traded on a Trading Market (other than any marketplace organized by
the OTC Markets Group, Inc. (the “OTC Markets Group”) (or similar successor organization)), or (ii) if the
Common Stock is not listed on a Trading Market, a day on which the Common Stock is traded in the over-the-counter market, as reported
by the OTC Markets Group (or similar successor organization); provided, that in the event that the Common Stock is not listed
or quoted on a Trading Market, then Trading Day shall mean a day other than a Saturday, a Sunday, or a day that banks in the State
of New York are generally authorized or required by applicable law to be closed.


 


“Trading
Market” means whichever of the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq
Global Market, the Nasdaq Capital Market or any marketplace organized by the OTC Markets Group (or similar successor organization)
on which the Common Stock is listed or quoted for trading on the date in question.


 


“Warrant
Equity Conditions Are Satisfied” means, as of any date of determination, that each of the following conditions is (or
would be) satisfied on such date, if the Company were to issue on such date all of the Warrant Shares then issuable upon exercise
in full of all the Warrants: (i) the number of authorized but unissued and otherwise unreserved shares of Common Stock is sufficient
for such issuance, (ii) the Warrant Shares are listed or quoted (and is not suspended from trading) on a Trading Market and such
shares of Common Stock are approved for listing on such market upon issuance, (iii) the Warrant Shares are registered for resale
under the Registration Statement and the prospectus under such Registration Statement is available for the sale of all Registrable
Securities held by the Holder, and (iv) such issuance would be permitted in full without violating the Securities Act, Section
11 or the rules or regulations of the Trading Market on which the Common Stock is then listed or quoted for trading.


 


2. Registration
of Warrant. 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.


 


3. Registration
of Transfers. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender
of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified
herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant
(any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued
to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued
to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations of a holder of a Warrant.


 






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4. Exercise
and Duration of Warrants. 


 


 (a) This
Warrant shall be exercisable by the registered Holder in whole at any time and in part from time to time from the Original Issue
Date through and including the Expiration Date. At 5:30 p.m., Central time on the Expiration Date, the portion of this Warrant
not exercised prior thereto shall be and become void and of no value. Except as set forth in Section 4(b) hereof, the Company
may not call or redeem any portion of this Warrant without the prior written consent of the affected Holder.


 


 (b) Notwithstanding
anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any exercise of
this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure that, following such exercise
(or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates (as
defined under Rule 144) and any other persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s
for purposes of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares
of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise) (the “Beneficial
Ownership Limitation”).  For such purposes, beneficial ownership shall be determined in accordance with Section
13(d) of the Exchange Act and the rules and regulations promulgated thereunder.  This provision shall not restrict the number
of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other
consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. 
This restriction may not be waived.


 


5. Delivery
of Warrant Shares. 


 


 (a) To
effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the aggregate Warrant
Shares represented by this Warrant are being exercised. Upon delivery of the Exercise Notice (in the form attached hereto) to
the Company (with the attached Warrant Shares Exercise Log) at its address for notice set forth herein and upon payment of the
Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, the Company shall promptly
(but in no event later than three Trading Days after the Date of Exercise (as defined herein)) issue and deliver to the Holder,
a certificate for the Warrant Shares issuable upon such exercise, which, unless otherwise required by the Purchase Agreement,
shall be free of restrictive legends. The Company shall, upon request of the Holder and subsequent to the date on which a registration
statement covering the resale of the Warrant Shares has been declared effective by the Securities and Exchange Commission, use
its reasonable best efforts to deliver Warrant Shares hereunder electronically through the Depository Trust Corporation or another
established clearing corporation performing similar functions, if available. A “Date of Exercise” means the
date on which the Holder shall have delivered to the Company: (i) the Exercise Notice (with the Warrant Exercise Log attached
to it), appropriately completed and duly signed and (ii) if such Holder is not utilizing the cashless exercise provisions set
forth in this Warrant, payment of the Exercise Price within Two Trading Days after delivery of the Exercise Notice for the number
of Warrant Shares so indicated by the Holder to be purchased. If the payment of the Exercise Price by the Holder is not made within
such two Trading Day period, the Company will issue and deliver the Warrant Shares within one Trading Day of receipt of the Exercise
Price.


 


(b) If
the Company shall fail for any reason or for no reason to issue to the Holder within two (2) Trading Days of the Date of Exercise
a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock
on the Company’s share register or to credit the Holder’s balance account with DTC for such number of shares of Common
Stock to which the Holder is entitled upon the Holder’s exercise of this Warrant, and if on or after such Trading Day the
Holder purchases, or another Person purchases on the Holder’s behalf or for the Holder’s account (in an open market
transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock
issuable upon such exercise that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company
shall, within two (2) Trading Days after the Holder’s written request and in the Holder’s discretion, either (i) pay
cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions, if any) for
the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation
to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver
to the Holder a certificate or certificates representing such Warrant Shares and pay cash to the Holder in an amount equal to
the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Price
on the Date of Exercise.


 






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(c) The
Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision
hereof, the recovery of any judgment against any person or any action to enforce the same, or any setoff, counterclaim, recoupment,
limitation or termination, or any breach or alleged breach by the Holder or any other person of any obligation to the Company
or any violation or alleged violation of law by the Holder or any other person, and irrespective of any other circumstance which
might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. 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 certificates representing Warrant Shares upon exercise of the Warrant as required pursuant to the terms hereof.


 


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


 


7. Replacement
of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange
and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity
(which shall not include a surety bond), if requested. Applicants for a New Warrant under such circumstances shall also comply
with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe.
If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant
to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.


 


8. Reservation
of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its
authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon
exercise of this Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the exercise
of this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons other than the Holder (taking
into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable
shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly
authorized, issued and fully paid and non-assessable.


 


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


 






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(a) Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common
Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a
smaller number of shares, then in each such case the Exercise Price shall be adjusted to equal the product obtained by multiplying
the then-current Exercise Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding
immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately
after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record
date for the determination of shareholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause
(ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination.


 


(b) Fundamental
Transactions. If, at any time while this Warrant is outstanding there is a Fundamental Transaction, then, as a condition of
such Fundamental Transaction, lawful and adequate provision will be made so that the Holder will have the right thereafter to
receive upon the exercise of the Warrant the kind and amount of shares of stock or other securities or property to which
the Holder would have been entitled if, immediately prior to such event, the Holder had held the number of shares of Common Stock
obtainable upon the exercise of the Warrant. In any such case, appropriate adjustment will be made in the application of
the provisions set forth herein with respect to the rights and interest thereafter of the Holder, to the end that the provisions
set forth herein will thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other securities
or property thereafter deliverable upon the exercise of the Warrant. The Company will not permit any change in its capital
structure to occur unless the issuer of the shares of stock or other securities to be received by the Holder of this Warrant,
if not the Company, agrees to be bound by and comply with the provisions of this Warrant.


 


(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, 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).


 


(d) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 9(a) above, if at any time the Company grants, issues
or sells any Common Stock 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 the 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, 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).


 






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


 


(f) Calculations.
 All calculations under this Section 9 shall be made to the nearest cent or the nearest 1/100th of a share, as
applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for
the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.


 


(g) Notice
of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will promptly
compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment,
including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable
upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail
the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate
to the Holder and to the Company’s Transfer Agent. To the extent that any notice provided hereunder constitutes, or contains,
material, non-public information regarding the Company, the Company shall promptly disclose such information with the Commission
pursuant to a Current Report on Form 8-K.


 


10. Payment
of Exercise Price.  The Holder may pay the Exercise Price in one of the following manners:


 


(a) Cash
Exercise. The Holder may deliver immediately available funds; or


 


(b) Cashless
Exercise. If an Exercise Notice is delivered at a time six months after the Original Issue Date when a registration statement
permitting the Holder to resell the Warrant Shares is not then effective or the prospectus forming a part thereof is not then
available to the Holder for the resale of the Warrant Shares, then the Holder may notify the Company in an Exercise Notice of
its election to utilize cashless exercise, in which event the Company shall issue to the Holder the number of Warrant Shares determined
as follows:


 


X
= Y (A-B)/A  


 


where:
 


 


X
= the number of Warrant Shares to be issued to the Holder.  


 


Y
= the number of Warrant Shares with respect to which this Warrant is being exercised.  


 


A
= the average of the Closing Prices for the five Trading Days immediately prior to (but not including) the Exercise Date.  


 


B
= the Exercise Price.  


 


For
purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares
issued in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for the
Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued.


 






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11. No
Fractional Shares.  No fractional shares of Warrant Shares will be issued in connection with any exercise of this Warrant.
In lieu of any fractional shares which would, otherwise be issuable, the Company shall round such fractional shares up to the
nearest whole share.


 


12. Notices.
Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall
be in writing and shall be deemed given and effective if provided pursuant to the Purchase Agreement. In case any time: (1) the
Company shall declare any cash dividend on its capital stock; (2) the Company shall pay any dividend payable in stock upon its
capital stock or make any distribution to the holders of its capital stock; (3) the Company shall offer for subscription pro rata
to the holders of its capital stock any additional shares of stock of any class or other rights; (4) there shall be any capital
reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, or sale
of all or substantially all of its assets to, another corporation; or (5) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company; then, in any one or more of said cases, the Company shall give prompt written notice
to the Holder. Such notice shall also specify the date as of which the holders of capital stock of record shall participate in
such dividend, distribution or subscription rights, or shall be entitled to exchange their capital stock for securities or other
property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding
up, or conversion or redemption, as the case may be. Such written notice shall be given, if permissible with regard to confidentiality
restrictions in the discretion of the Company, at least 20 days prior to the action in question and not less than 20 days prior
to the record date or the date on which the Company’s transfer books are closed in respect thereto.


 


13. Registration
Rights. The Holder shall be entitled to the registration rights set forth in Section 6 of the Purchase Agreement.


 


14. Fast
Compliance. While this Warrant is outstanding, the Company shall maintain a transfer agent that participates in the DTC Fast.


 


15. Miscellaneous.



 


(a) This
Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Any assignee
will agree to be bound by the terms of and give the representations contained in the Purchase Agreement applicable to Purchasers.
Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and
the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing
signed by the Company and the Holder and their successors and assigns.


 


(b) 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. The parties hereby consent to the jurisdiction of the courts having jurisdiction over matters arising in New York County,
New York for any proceeding arising out of or relating to this Warrant. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION
BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY
APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


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


 


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


 


(e) Prior
to exercise of this Warrant, the Holder hereof shall not, by reason of by being a Holder, be entitled to any rights of a shareholder
with respect to the Warrant Shares.


 


[Remainder
of page intentionally left blank, signature page follows] 


 






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In
witness whereof, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated
above.


 





	 	NeuroOne Medical Technologies Corporation
	 	 
	 	By:	                             
	 	Name:	 
	 	Its:	 


 






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EXERCISE
NOTICE


 


The
undersigned Holder hereby irrevocably elects to purchase         
shares of Common Stock pursuant to the attached Warrant. Capitalized terms used herein and not otherwise defined have the
respective meanings set forth in the Warrant.


 


(1)
The undersigned Holder hereby exercises its right to purchase         
Warrant Shares pursuant to the Warrant.


 


(2)
The Holder intends that payment of the Exercise Price shall be made as (check one):


 


_____ 
“Cash Exercise” under Section 10


 


______“Cashless
Exercise” under Section 10


 


(3)
If the holder has elected a Cash Exercise, the holder shall pay the sum of $____________ to the Company in accordance with the
terms of the Warrant.


 


(4)
Pursuant to this Exercise Notice, the Company shall deliver to the holder         
Warrant Shares in accordance with the terms of the Warrant.


 






	Dated ______________ __, _____	Name of Holder:
	 	 
	 	
        (Print) 

	 	 
	 	 
	 	By:	        
	 	Its:	 
	 	(Signature must conform in all respects to name of holder as specified on the face of the Warrant)



  




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Warrant
Shares Exercise Log


 


	Date	Number of Warrant

        Shares
        Available

        to
        be Exercised
	Number of Warrant

        Shares Exercised
	Number of Warrant

        Shares
        Remaining

        to
        be Exercised

	 	 	 	 


 






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FORM
OF ASSIGNMENT


 


[To
be completed and signed only upon transfer of Warrant]


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto 
the right represented by the attached Warrant to purchase     
shares of Common Stock to which such Warrant relates and appoints 
attorney to transfer said right on the books of the Company with full power of substitution in the premises.


 


Dated:
__________ __, _______


 


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



 





	 	Address of Transferee

	 	 
	 	 
	 	 


 





	Attest:

	
	 	


 


 


11