Exhibit
4.2


 


THE
REGISTERED HOLDER OF THIS WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED
EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (THE “EFFECTIVE DATE”) OF THE REGISTRATION STATEMENT (AS DEFINED BELOW):
(A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF ROTH CAPITAL PARTNERS,
LLC, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINRA RULE 5110(G)(1), AND (B) CAUSE
THIS WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION
THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN
FINRA RULE 5110(G)(2).


 


THIS
WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2021 AND IS VOID AFTER 5:00 P.M., EASTERN TIME, [●], 2023.


 


VIVOS
THERAPEUTICS, INC.


 


Underwriter
Warrant To Purchase Common Stock


 





Warrant
No.: ____________





Number
of Shares of Common Stock: _____________





Date
of Issuance: [●] (“Issuance Date”)


 


Vivos
Therapeutics, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Roth Capital Partners, LLC, the registered holder hereof or its
permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company,
at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any
Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), at any
time or times on or after the 180th day after the Effective Date (the “Exercisability Date”), but not after
5:00 p.m., New York time, on the Expiration Date (as defined below), [______________ (_____________)] fully paid nonassessable
shares of Common Stock (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this
Warrant shall have the meanings set forth in Section 15. This Warrant is one of the Underwriter Warrants to Purchase Common
Stock (collectively, the “Warrants”) issued pursuant to: (i) Section 4(f) of the Underwriting Agreement, dated
as of [●], 2020, by and between the Company and Roth Capital Partners, LLC (the “Underwriting Agreement”)
and (ii) the Company’s Registration Statement on Form S-1 (File No.: 333-249412) (the “Registration Statement”).


 




    	 



     


    

 


1.
EXERCISE OF WARRANT.


 


(a)
Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder on any day
on or after the Exercisability Date, in whole or in part (but not as to fractional shares), by delivery of a written notice, in
the form attached hereto as Exhibit A (the “Exercise Notice”) of the Holder’s election to exercise
this Warrant. No ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee
or notarization) of any Exercise Notice form be required. Within two (2) Trading Days of the delivery of such Exercise Notice,
if the Holder is not electing a Cashless Exercise (as defined below) pursuant to Section 1(d), the Holder shall pay to
the Company an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant
is being exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available funds
(a “Cash Exercise”). The Holder shall not be required to surrender this Warrant in order to effect an exercise
hereunder; provided, however, that in the event that this Warrant is exercised in full or for the remaining unexercised
portion hereof, the Holder shall deliver this Warrant to the Company for cancellation within a reasonable time after such exercise.
On or before the first Trading Day following the date on which the Company has received the Exercise Notice (the date upon which
the Company has received the Exercise Notice, the “Exercise Date”), the Company shall transmit by facsimile
or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company’s
transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the
Exercise Notice on or before the second Trading Day following the date on which the Company has received the Exercise Notice.
On or before the second Trading Day following the date on which the Company has received the Exercise Notice, provided the Aggregate
Exercise Price has been received by the Company prior to such Trading Day, the Company shall, (X) provided that the Transfer
Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (the
“FAST Program”) and so long as the certificates therefor are not required to bear a legend regarding restriction
on transferability, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder
is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit
Withdrawal Agent Commission system, or (Y), if the Transfer Agent is not participating in the FAST Program or if the certificates
are required to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier to the address
as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder
or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery
of the Exercise Notice and payment of the Aggregate Exercise Price, 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
such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such
Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a)
and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant
Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Trading
Days after any such submission and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing
the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the
number of Warrant Shares with respect to which this Warrant has been and/or is exercised. The Company shall pay any and all taxes
and other expenses of the Company (including overnight delivery charges) that may be payable with respect to the issuance and
delivery of Warrant Shares upon exercise of this Warrant; 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 or an affiliate thereof. The Holder shall be responsible for all other tax
liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.


 




    	-2-



     


    

 


(b)
Exercise Price. For purposes of this Warrant, “Exercise Price” means $[●]1, subject
to adjustment as provided herein.


 


(c)
Company’s Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to issue
to the Holder within five (5) Business Days of the Exercise Date 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 stock 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 three (3) Business 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 Weighted Average Price (as reported by Bloomberg) on the date of the event giving rise to
the Company’s obligation to deliver such certificate.


 


(d)
Cashless Exercise. The Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making
the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price,
elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according
to the following formula (a “Cashless Exercise”):








 





 



1 To be equal to 125% of the public offering price.


 




    	-3-



     


    

 


Net
Number = (A - B) (X)


                                (A)



 


For
purposes of the foregoing formula:


 


	 	A= 	the
    Weighted Average Price for the five (5) consecutive Trading Days ending on the date immediately preceding the date of the
    Exercise Notice.
	 	 	 
	 	B= 	the Exercise Price
    then in effect for the applicable Warrant Shares at the time of such exercise.
	 	 	 
	 	X= 	the total number
    of shares with respect to which this Warrant is then being exercised.



 


(e)
Rule 144. For purposes of Rule 144(d) promulgated under the Securities Act of 1933, as amended, as in effect on the date
hereof, assuming the Holder is not an affiliate of the Company, it is intended that the Warrant Shares issued in a Cashless Exercise
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 Issuance Date.


 


(f)
Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant
Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed.


 


(g)
Beneficial Ownership. The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right
to exercise this Warrant, to the extent that after giving effect to such exercise, such Person (together with such Person’s
affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock
outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of
shares of Common Stock beneficially owned by such Person and its affiliates shall include the number of shares of Common Stock
issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude
shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially
owned by such Person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other
securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible
notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation
contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be
calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number
of outstanding shares of Common Stock as reflected in the most recent of (1) the Company’s most recent Form 10-K, Form 10-Q,
Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more
recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number
of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company
shall within two (2) Business Days confirm 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 and its affiliates since the date as of which such number of outstanding
shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the
Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such
increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such
increase or decrease will apply only to the Holder. The provisions of this paragraph shall be construed and implemented in a manner
otherwise than in strict conformity with the terms of this Section 1(g) 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 Holder shall be responsible, at the Holder’s
cost, for any filings with the Securities and Exchange Commission required to be made by the Holder on account of its ownership
of this Warrant or the underlying Warrant Shares.


 




    	-4-



     


    

 


2.
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be
adjusted from time to time as follows:


 


(a)
Voluntary Adjustment by Company. The Company may at any time during the term of this Warrant 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.


 


(b)
Adjustment upon Subdivision or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides
(by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) one or more classes of
its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such
subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company
at any time on or after the Issuance Date combines (by any stock split, stock dividend, recapitalization, reorganization, scheme,
arrangement or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise
Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will
be proportionately decreased. Any adjustment under this Section 2(b) shall become effective at the close of business on
the date the subdivision or combination becomes effective.


 


3.
RIGHTS UPON PRO RATA DISTRIBUTION OF ASSETS.


 


(a)
During such time as this Warrant is outstanding, if the Company shall declare or make any pro rata dividend or other distribution
of its assets (or rights to acquire its assets) to holders of Common Stock, payable otherwise than in cash, or a cash dividend
or distribution payable otherwise than out of retained earnings, 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”), 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) 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 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 Maximum Percentage, 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 Maximum Percentage).


 




    	-5-



     


    

 


4.
PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a)
Purchase Rights. In addition to any adjustments pursuant to Section 2 above, if at any time prior to the Expiration
Date the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities
or other property pro rata to the record holders of any class 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 the exercise of this Warrant) 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.


 


(b)
Fundamental Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor
Entity assumes in writing (unless the Company is the Successor Entity) all of the obligations of the Company under this Warrant
in accordance with the provisions of this Section (4)(b) pursuant to written agreements in form and substance reasonably
satisfactory to the Required Holders and approved by the Required Holders prior to such Fundamental Transaction, including agreements
to deliver to each holder of the Warrants in exchange for such Warrants a security of the Successor Entity evidenced by a written
instrument substantially similar in form and substance to this Warrant, including, without limitation, an adjusted exercise price
equal to the value for the shares of Common Stock reflected by the terms of such Fundamental Transaction, and exercisable for
a corresponding number of shares of capital stock 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
reasonably satisfactory to the Required Holders. Upon the occurrence of any 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. Upon consummation of the Fundamental Transaction, the Successor Entity shall deliver
to the Holder confirmation that there shall be issued upon exercise of this Warrant at any time after the consummation of the
Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property) issuable
upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of the common equity (or its equivalent) of
the Successor Entity (including its Parent Entity) which the Holder would have been entitled to receive upon the happening of
such Fundamental Transaction had this Warrant been converted immediately prior to such Fundamental Transaction, as adjusted in
accordance with the provisions of this Warrant. In addition to and not in substitution for any other rights hereunder, prior to
the consummation of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities
or other assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company
shall make appropriate provision to insure that the Holder will thereafter have the right to receive upon an exercise of this
Warrant at any time after the consummation of the Corporate Event but prior to the Expiration Date, in lieu of shares of Common
Stock (or other securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Corporate
Event, such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or
subscription rights) which the Holder would have been entitled to receive upon the happening of such Corporate Event had this
Warrant been exercised immediately prior to such Corporate Event. Provision made pursuant to the preceding sentence shall be in
a form and substance reasonably satisfactory to the Required Holders.


 




    	-6-



     


    

 


(c)
Applicability to Successive Transactions. The provisions of this Section shall apply similarly and equally to successive
Fundamental Transactions and Corporate Events and shall be applied without regard to any limitations on the exercise of this Warrant.


 


5.
NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of
Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution,
issuance 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, and will at all times in good faith comply with all the provisions of this Warrant and take all actions
consistent with effectuating the purposes of this Warrant. Without limiting the generality of the foregoing, the Company (i) shall
not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price
then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long
as this Warrant is outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares
of Common Stock, solely for the purpose of effecting the exercise of this Warrant, 100% of the number of shares of Common Stock
issuable upon exercise of this Warrant then outstanding (without regard to any limitations on exercise).


 


6.
WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s
capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital
of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in
such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to
vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock,
consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise,
prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise
of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to
purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities
are asserted by the Company or by creditors of the Company.


 




    	-7-



     


    

 


7.
REISSUANCE OF WARRANTS.


 


(a)
Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company and deliver
the completed and executed Assignment Form, in the form attached hereto as Exhibit B, whereupon the Company will forthwith
issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder
may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less then
the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section
7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.


 


(b)
Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of
this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing
the right to purchase the Warrant Shares then underlying this Warrant.


 


(c)
Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal
office of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the
right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right
to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided,
however, that no Warrants for fractional shares of Common Stock shall be given.


 


(d)
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant,
such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant,
the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to
Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares
of Common Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant
Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is
the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.


 




    	-8-



     


    

 


8.
NOTICES. The Company shall provide Holder with prompt written notice of all actions taken pursuant to this Warrant. Whenever
notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in writing, will
be mailed (a) if within the domestic United States by first-class registered or certified airmail, or nationally recognized overnight
express courier, postage prepaid, or by facsimile or (b) if delivered from outside the United States, by International Federal
Express or facsimile, and (c) will be deemed given (i) if delivered by first-class registered or certified mail domestic, three
(3) Business Days after so mailed, (ii) if delivered by nationally recognized overnight carrier, one (1) Business Day after so
mailed, (iii) if delivered by International Federal Express, two (2) Business Days after so mailed and (iv) if delivered by facsimile,
upon electronic confirmation of receipt, and will be delivered and addressed as follows:


 


if
to the Company, to:


 


	 	Vivos
    Therapeutics, Inc.
	 	9137
    Ridgeline Boulevard, Suite 135
	 	Highlands
    Ranch, CO 80129
	 	Attn:
    Chief Executive Officer
	 	Facsimile:
    [___________________]


 


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


 


	 	Ellenoff
    Grossman & Schole LLP
	 	1345
    Avenue of the Americas, 11th Floor
	 	Attn:
    Barry I. Grossman, Esq.
	 	Email:
    bigrossman@egsllp.com
	 	Facsimile:
    212-370-7889


 


if
to the Holder, at the address of the Holder appearing on the books of the Company.


 


9.
AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company
may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has
obtained the written consent of the Required Holders. Any such amendment shall apply to all Warrants and be binding upon all registered
holders of such Warrants.


 


10.
GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. This Warrant shall be governed by, and construed in accordance
with, the internal laws of the State of New York, without reference to the choice of law provisions thereof. The Company and,
by accepting this Warrant, the Holder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of New
York located in New York County and the United States District Court for the Southern District of New York for the purpose of
any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby.
Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world
by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant,
the Holder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the
laying of venue in such court. The Company and, by accepting this Warrant, the Holder, each irrevocably waives any objection to
the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such
suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY
ITS ACCEPTANCE HEREOF, THE HOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT
AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


 




    	-9-



     


    

 


11.
CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not
be construed against any person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall
not form part of, or affect the interpretation of, this Warrant.


 


12.
DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation
of the Warrant Shares, the Company shall submit the disputed determinations or arithmetic calculations via facsimile or email
within two (2) Business Days of receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder.
If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price or the Warrant
Shares within three (3) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder,
then the Company shall, within two (2) Business Days submit via facsimile or email (a) the disputed determination of the Exercise
Price to an independent, reputable investment bank selected by the Company and approved by the Holder, which approval shall not
be unreasonably withheld, or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s independent,
outside accountant. The Company shall cause the investment bank or the accountant, as the case may be, to perform the determinations
or calculations and notify the Company and the Holder of the results no later than ten (10) Business Days from the time it receives
the disputed determinations or calculations. The prevailing party (which, for purposes of this Warrant, is the party whose determinations
or calculations is closest to those of the investment bank or the accountant, as the case may be) in any dispute resolved pursuant
to this Section 12 shall be entitled to the full amount of all reasonable expenses, including all costs and fees paid or
incurred in good faith, in relation to the resolution of such dispute. Such investment bank’s or accountant’s determination
or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.


 


13.
REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative
and in addition to all other remedies available under this Warrant, at law or in equity (including a decree of specific performance
and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure
by the Company to comply with the terms of this Warrant.


 




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14.
TRANSFER. Subject to applicable laws and the restrictions set forth in this paragraph, this Warrant may be offered for
sale, sold, transferred or assigned without the consent of the Company. The Holder agrees that, during the Lock-Up Period (as
defined below) contained in Rule 5110(g)(1) of the Financial Industry Regulatory Authority, Inc. (“FINRA”),
it will not (a) sell, transfer, assign, pledge, hypothecate or otherwise transfer this Warrant (including any Warrant Shares issued
or issuable hereunder) other than to a bona fide officer or partner of the Holder or any selected dealer in connection with the
offering contemplated by the Underwriting Agreement, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause
this Warrant or any Warrant Shares issued or issuable hereunder to be the subject of any hedging, short sale, derivative, put
or call transaction that would result in the effective economic disposition of this Warrant or any Warrant Shares issued or issuable
hereunder, except as provided for in FINRA Rule 5110(g)(2). As used herein, the term “Lock-Up Period” means
the period beginning on the date that the registration statement registering this Warrant is declared effective by the Securities
and Exchange Commission (the “Effective Date”) and ending on the one hundred eighty day (180) anniversary of
the Effective Date. In addition, notwithstanding the other terms of this Warrant or any agreement between the Company and the
Holder, the Holder agrees that, as required by FINRA Rule 5110(f)(2)(H): (i) this Warrant may not be exercised more than five
(5) years from the Effective Date; (ii) the Holder shall not have more than one demand registration right at the Company’s
expense; (iii) the Holder shall not have the right to demand registration of this Warrant or the Warrant Shares more than five
(5) years from the earlier of the Effective Date or the commencement of sales of the public offering contemplated by the Underwriting
Agreement; (iv) the Holder shall not have the right to piggyback registration with respect to this Warrant or the Warrant Shares
more than seven (7) years from the earlier of the Effective Date or the commencement of sales of the public offering contemplated
by the Underwriting Agreement; (v) this Warrant may not have anti-dilution terms that allow the Holder and related persons to
receive more shares or to exercise at a lower price than originally agreed upon at the time of the public offering, when the public
shareholders have not been proportionally affected by a stock split, stock dividend, or other similar event; and (vi) this Warrant
may not have anti-dilution terms that allow the Holder and related persons to receive or accrue cash dividends prior to the exercise
or conversion of the security.


 


15.
CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)
“Bloomberg” means Bloomberg Financial Markets.


 


(b)
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City
of New York are authorized or required by law to remain closed.


 


(c)
“Common Stock” means (i) the Company’s shares of Common Stock, par value $0.0001 per share, and (ii)
any share capital into which such Common Stock shall have been changed or any share capital resulting from a reclassification
of such Common Stock.


 


(d)
“Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible
into or exercisable or exchangeable for shares of Common Stock.


 


(e)
“Eligible Market” means the Principal Market, The New York Stock Exchange, Inc., The NYSE, American, The Nasdaq
Global Market or The Nasdaq Global Select Market.


 




    	-11-



     


    

 


(f)
“Expiration Date” means the third (3rd) anniversary of the Effective Date or, if such date falls on a day other
than a Trading Day or on which trading does not take place on the Principal Market, or, if the Principal Market is not the principal
trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock
is then traded (a “Holiday”), the next date that is not a Holiday.


 


(g)
“Fundamental Transaction” means that the Company shall, directly or indirectly, in one or more related transactions,
(i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person (but excluding
a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company), or (ii) sell,
assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another
Person, or (iii) allow another Person to make a purchase, tender or exchange offer that is accepted by the holders of more than
the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the Person or Persons making
or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (iv)
consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 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 purchase agreement or other business combination), or (v)
reorganize, recapitalize or reclassify its Common Stock, or (vi) any “person” or “group” (as these terms
are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented
by issued and outstanding Common Stock.


 


(h)
“Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible
Securities.


 


(i)
“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and
whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such
Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation
of the Fundamental Transaction.


 


(j)
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization, any other entity and a government or any department or agency thereof.


 


(k)
“Principal Market” means The Nasdaq Capital Market.


 


(l)
“Required Holders” means, as of any date, the holders of at least a majority of the Warrants outstanding as
of such date.


 


(m)
“Successor Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting
from or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such
Fundamental Transaction shall have been entered into.


 




    	-12-



     


    

 


(n)
“Trading Day” means any day on which the Common Stock are traded on the Principal Market, or, if the Principal
Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market
on which the Common Stock are then traded; provided that “Trading Day” shall not include any day on which the
Common Stock are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock are suspended
from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in
advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).


 


(o)
“Weighted Average Price” means, for any security as of any date, the dollar volume-weighted average price for
such security on the Principal Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal
Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the
Principal Market publicly announces is the official close of trading), as reported by Bloomberg through its “Volume at Price”
function or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter
market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time (or such
other time as the Principal Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time
(or such other time as the Principal Market publicly announces is the official close of trading), as reported by Bloomberg, or,
if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest
closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the “OTC
Pink” by OTC Markets Group, LLC. If the Weighted Average Price cannot be calculated for a security on a particular date
on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as mutually
determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such
security, then such dispute shall be resolved pursuant to Section 12 with the term “Weighted Average Price”
being substituted for the term “Exercise Price.” All such determinations shall be appropriately adjusted for any stock
dividend, stock split, stock combination or other similar transaction during the applicable calculation period.


 


[Signature
Page Follows]


 




    	-13-



     


    

 


IN
WITNESS WHEREOF, the Company has caused this Underwriter Warrant to Purchase Common Stock to be duly executed as of the Issuance
Date set out above.


 


	 	VIVOS
    THERAPEUTICS, INC.
	 	 	 
	 	By:	                   
	 	Name:	 
	 	Title:
    	 


 




    	 



     


    

 


EXHIBIT
A


 


EXERCISE
NOTICE


 


TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS


WARRANT
TO PURCHASE COMMON STOCK


 


VIVOS
THERAPEUTICS, INC.


 


The
undersigned holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”)
of Vivos Therapeutics, Inc., a Delaware corporation (the “Company”), evidenced by the attached Warrant to Purchase
Common Stock (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective
meanings set forth in the Warrant.


 


1.
Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:


 


____________
a “Cash Exercise” with respect to _________________ Warrant Shares; and/or


 


____________
a “Cashless Exercise” with respect to _______________ Warrant Shares.


 


2.
Payment of Exercise Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the
Warrant Shares to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________
to the Company in accordance with the terms of the Warrant.


 


3.
Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the
terms of the Warrant and, after delivery of such Warrant Shares, _____________ Warrant Shares remain subject to the Warrant.


 


Date:
_______________ __, ______


 


	 	 
	Name
    of Registered Holder	 


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 




    	A-1



     


    

 


EXHIBIT
B


 


ASSIGNMENT
FORM


 


VIVOS
THERAPEUTICS, INC.


 


(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)
	Dated:
    _______________ __, ______	 
	Holder’s
    Signature:______________________________	 
	Holder’s
    Address:_______________________________	 


 


NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration
or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.


 




    	B-1