Exhibit
4.1


 


Form
of Note


 


NEITHER
THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 


SHUTTLE
PHARMACEUTICALS HOLDINGS, INC.


 


10%
PROMISORRY NOTE


 


	Issuance
    Date: December 28, 2021	 	Original
    Principal Amount: $250,000
	 	 	 
	Note
    No. B-1	 	 


 


FOR
VALUE RECEIVED, Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (“Shuttle Pharma” or the “Maker”),
hereby promises to pay to the order of [      ] (the “Subscriber”), or its registered assigns (together with the
Subscriber, the “Holder”), the amount set out above as the Original Principal Amount, as reduced pursuant to the terms
hereof pursuant to redemption, conversion or otherwise (the “Principal”), when due, whether upon the Maturity Date
(as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”)
on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the “Issuance
Date”) until the same becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise
(in each case in accordance with the terms hereof).


 


The
Original Principal Amount is Two Hundred Fifty Thousand Dollars ($250,000). For purposes hereof, the term “Outstanding Balance”
means the Original Principal Amount, as reduced or increased, as the case may be, pursuant to the terms hereof for breach or otherwise,
plus any accrued but unpaid interest, collection and enforcements costs, and any other fees or charges incurred under this Note.


 


This
Note is being issued pursuant to the terms of a subscription agreement dated as of December 28, 2021 between the Maker and the Subscriber
and exhibits thereto (collectively, the “Transaction Documents”). Unless otherwise defined herein, all capitalized
terms, when used in this Note, shall have the same meaning as they are defined in the Transaction Documents.


 


1. GENERAL
TERMS


 


(a) Payment
of Principal. Unless previously converted into shares of the common stock, $0.00001 par value, of Shuttle Pharma or the common stock
of any successor in interest to the Maker (each the “Common Stock”) as contemplated hereby, this Note, together with
all accrued interest hereon at the Interest Rate, shall be due and payable on the earlier of the Company’s completion of its IPO
(as defined below) or December 31, 2022 (the “Maturity Date”) in the event that within 12 months of the Issuance Date
the Maker shall not have consummated an initial public offering of its Common Stock and the listing or trading of its Common Stock on
Nasdaq, the NYSE or NYSE America (the “IPO”).


 




    	 



     


    

 


(b) Interest.
Interest shall accrue from the Issuance Date on the Original Principal Amount or other outstanding Principal at an annual rate of ten
percent (10%) (the “Interest Rate”) and all accrued interest shall be fully paid on the Maturity Date (or sooner as
provided herein) to the Holder or its assignee in whose name this Note is registered on the records of the Maker regarding registration
and transfers of Notes in cash.


 


2. EVENTS
OF DEFAULT.


 


Whenever
used herein, an “Event of Default” means the occurrence and continuation of any one of the following events, whatever
the reason, and whether it shall be voluntary or involuntary, or effected by operation of law or pursuant to any judgment, decree or
order of any court, or any order, rule or regulation of any administrative or governmental body:


 


(a) The
Maker’s failure to pay to the Holder any amount of Principal, Interest, or other amounts when and as due under this Note; or


 


(b) A
Conversion Failure as defined in Section 3(d)(ii); or


 


(c) A
material breach by Shuttle Pharma of any material representation, warranty or covenant contained in the Transaction Documents or a material
breach by Shuttle Pharma of any material representation, warranty or covenant contained in the Purchase Agreement, that, if capable of
cure, is not cured within 30 days from the date such breach has occurred; or


 


(d) The
Maker or any subsidiary of the Maker shall commence, or there shall be commenced against the Maker or any subsidiary of the Maker under
any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Maker or any subsidiary of
the Maker commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency
or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Maker or any subsidiary of the Maker
or there is commenced against the Maker or any subsidiary of the Maker any such bankruptcy, insolvency or other proceeding which remains
undismissed for a period of ninety-one (91) days; or the Maker or any subsidiary of the Maker is adjudicated insolvent or bankrupt; or
any order of relief or other order approving any such case or proceeding is entered; or the Maker or any subsidiary of the Maker suffers
any appointment of any custodian, private or court appointed receiver or the like for it or any substantial part of its property which
continues undischarged or unstayed for a period of ninety-one (91) days; or the Maker or any subsidiary of the Maker makes a general
assignment for the benefit of creditors; or the Maker or any subsidiary of the Maker shall fail to pay, or shall state that it is unable
to pay, or shall be unable to pay, its debts generally as they become due; or the Maker or any subsidiary of the Maker shall call a meeting
of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Maker or any subsidiary of
the Maker shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing;
or any corporate or other action is taken by the Maker or any subsidiary of the Maker for the purpose of effecting any of the foregoing.


 


3. PREPAYMENT.
This Note may note may not be prepaid by Shuttle Pharma.


 




    	 



     


    

 


4. REISSUANCE
OF THIS NOTE.


 


Upon
receipt by the Maker of evidence reasonably satisfactory to the Maker of the loss, theft, destruction or mutilation of this Note, and,
in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Maker in customary form and, in the
case of mutilation, upon surrender and cancellation of this Note, the Maker shall execute and deliver to the Holder a new Note representing
the outstanding Principal.


 


5. NOTICES.
Any notices, consents, waivers or other communications required or permitted to be given under the terms shall be handled according to
the Notice clause in the Subscription Agreement.


 


The
addresses for such communications shall be:


 


If
to the Maker:


Dr.
Anatoly Dritschilo, CEO


Shuttle
Pharmaceuticals Holdings, Inc.


One
Research Court, Suite 450


Rockville,
MD 20850


Email:
[     ]@shuttlepharma.com


 


If
to the Holder:


 


 


 


 


6. APPLICABLE
LAW AND VENUE. This Note shall be governed by and construed in accordance with the laws of the State of New York, without giving effect
to conflicts of laws thereof. Any action brought by either party against the other concerning the transactions contemplated by this Agreement
shall be brought only in the state courts of New York or in the federal courts located in New York County, in the State of New York.
Both parties and the individuals signing this Agreement agree to submit to the jurisdiction of such courts.


 


7. WAIVER.
Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach
of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to
any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist
upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.


 


8. MISCELLANEOUS


 


(a) Lawful
Money; Costs of Collection. All amounts payable hereunder are payable in lawful money of the United States. Shuttle Pharma agrees
to pay all costs of collection when incurred, including reasonable attorneys’ fees and costs, whether or not a suit or action is
instituted to enforce this Note, including but not limited to court costs, appraisal fees, the cost of searching records, obtaining title
reports and title insurance and trustee’s fees, to the extent permitted by applicable law.


 


(b) No
Offset; Holder in Due Course. All payments under this Note made by or on behalf of Shuttle Pharma shall be made without setoff or
counterclaim and free and clear of, and without deduction or withholding for or on account of, any federal, state, or local taxes. Shuttle
Pharma waives any right of offset it now has or may hereafter have against Agent or Holder and its successors and assigns as to this
Note (but retains any such rights as to any other prior or future transaction between these parties), and agrees to make the payments
called for hereunder in accordance with the terms hereof. The holder hereof and all successors thereof shall have all the rights of a
holder in due course as provided in the Delaware Uniform Commercial Code and other laws of the State of Delaware.


 




    	 



     


    

 


(c) Waivers.
Shuttle Pharma and any endorsers, guarantors or sureties hereof severally waive presentment and demand for payment, notice of intent
to accelerate maturity, protest or notice of protest or nonpayment, bringing of suit and diligence in taking any action to collect any
sums owing hereunder or in proceeding against any of the rights and properties securing payment hereunder; expressly agree that this
Note, or any payment hereunder, may be extended from time to time; and consent to the acceptance of further security or the release of
any security for this Note, all without in any way affecting the liability of Shuttle Pharma and any endorsers or guarantors hereof.
No extension of time for the payment of this Note, or any installment hereof, made by agreement by the holder hereof with any person
now or hereafter liable for the payment of this Note, shall affect the original liability under this Note of Shuttle Pharma, even if
Shuttle Pharma (or any entity comprising Shuttle Pharma) is not a party to such agreement.


 


(d) Usury
Protection. The parties hereto intend to conform strictly to the applicable usury laws. In no event, regardless of any provisions
contained therein or in any other document executed or delivered in connection herewith, shall the holder hereof ever be deemed to have
contracted for or be entitled to receive, collect or apply as interest on this Note, any amount in excess of the maximum amount permitted
by applicable law (the “Maximum Rate”). In no event, whether by reason of demand for payment, prepayment, acceleration
of the maturity hereof or otherwise, shall the interest contracted for, charged or received by the holder hereunder or otherwise exceed
the Maximum Rate. If for any circumstance whatsoever interest would otherwise be payable to the holder in excess of the maximum lawful
amount, the interest payable to the holder shall be reduced automatically to the Maximum Rate and any payment received in excess of such
amount shall be applied to the outstanding principal balance of the Note.


 


(e) Entire
Agreement. This Note, the other Transaction Documents, and all other documents and instruments contemplated hereby and thereby together
constitute the entire agreement between and among the parties pertaining to the subject matter hereof. No supplement, modification or
amendment of this Note shall be binding unless executed in writing by the parties. No waiver shall be binding unless executed in writing
by the party making the waiver. No provision of this Note shall be interpreted for or against the drafting party.


 


(f) Commercial
Purpose. Shuttle Pharma agrees that no funds advanced under this Note shall be used for personal, family or household purposes, and
that all funds advanced hereunder shall be used solely for business, commercial, investment or other similar purposes.


 


(g) Successors
and Assigns. All the terms and provisions of this Note shall be binding upon and inure to the benefit of the parties to this Note
and their respective successors and assigns.


 


(h) Assignment.
Shuttle Pharma may not, voluntarily or involuntarily, directly or indirectly, by operation of law or otherwise, sell, transfer, assign,
hypothecate, pledge or in any way alienate this Note or any right or interest in this Note (each a “Transfer”) without
Holder’s prior written consent, which Holder may withhold in its sole and absolute discretion. Any consent by Holder to any Transfer
shall not constitute consent to any other Transfer. Holder may freely Transfer its interest, rights, or title in or to this Note or the
other Transaction Documents in Holder’s sole and absolute discretion.


 


(i) Construction.
Whenever used in this Note, the terms “including,” “include,” “includes” and the like are not
intended as terms of limitation, and, hence, shall be deemed to be followed by “without limitation.”


 




    	 



     


    

 


(j) Severability.
If any provision of this Note, as applied to any party or to any circumstance, shall be found by a court of competent jurisdiction to
be void, invalid or unenforceable, the same shall in no way affect any other provision of this Note, the application of any such provision
in any other circumstance, or the validity or enforceability of this Note, and any provision which is found to be void, invalid or unenforceable
shall be curtailed and limited only to the extent necessary to bring such provision within the requirements of the law.


 


(k) Survival
of Terms. The terms and provisions of this Note shall survive the Maturity Date until full payment of all amounts due hereunder.


 


(l) Preferential
Payment. If at any time any payment made pursuant to this Note is deemed to have been a voidable preference, fraudulent conveyance
or other similar conveyance or preferential payment under any bankruptcy, insolvency or other debtor relief or similar law, then the
obligation to make such payment shall survive any cancellation or satisfaction of this Note or return of this Note to Shuttle Pharma
and shall not be discharged or satisfied with any such payment or cancellation. Such payment shall instead remain a valid and binding
obligation enforceable in accordance with the terms of this Note and shall be immediately due and payable.


 


(m) Relief
From Stay. As an additional inducement to and material consideration for Holder agreeing to execute this this Note and the other
Transaction Documents, Shuttle Pharma agrees that in the event a Bankruptcy or Judicial Action (as hereinafter defined in this Section
8(n)) is commenced which subjects Holder to any stay in the exercise of Holder’s rights and remedies under this Note or the
other Transaction Documents, including, but not limited to, the automatic stay imposed by Section 362 of the United States Bankruptcy
Code (individually and collectively, “Stay”), then Shuttle Pharma irrevocably consents and agrees that such Stay shall
automatically be lifted and released against Holder, and Holder shall thereafter be entitled to exercise all of its rights and remedies
against Shuttle Pharma that is or could be subject any Stay under this Note or the other Transaction Documents. Nothing contained herein
shall limit or prevent Holder from exercising all of its rights and remedies against Shuttle Pharma that is not the subject any Stay
under this Note or the other Transaction Documents. Shuttle Pharma acknowledges that it is knowingly, voluntarily, and intentionally
waiving its rights to any Stay and agrees that the benefits provided to Shuttle Pharma under the terms of this Note are valuable consideration
for such waiver. As used in this Section 8(n), the term “Bankruptcy or Judicial Action” shall mean any voluntary
or involuntary case filed by or against a Shuttle Pharma under the United States Bankruptcy Code, or any voluntary or involuntary petition
in composition, readjustment, liquidation, or dissolution, or any state and federal bankruptcy law action filed by or against a Shuttle
Pharma, any action where a Shuttle Pharma is adjudicated as bankrupt or insolvent, any action for dissolution of a Shuttle Pharma, or
any action in furtherance of any of the foregoing, or any other action, case, or proceeding that has the effect of staying (or in which
a stay is being obtained against) the enforcement by Holder of its rights and remedies under the this Note or the other Transaction Documents.


 


Except
to enforce the terms of the Transaction Documents, Shuttle Pharma shall not take any action and shall not fail to take any action which
such action or omission will or might tend to interfere with, delay, enjoin or otherwise prohibit the commencement, continuation or completion
of efforts by Holder to enforce its remedies under this Note or the other Transaction Documents, or applicable law. Without limiting
the generality of the foregoing and except to enforce the terms of the Transaction Documents, each Shuttle Pharma waives its, his, or
her rights, if any, to seek or obtain a stay, injunction or other form of order prohibiting in any way any act necessary or appropriate
for the commencement or completion of Holder’s enforcement of its remedies under the this Note or the other Transaction Documents,
or applicable law (without limiting the generality of the foregoing, such waiver extends to such rights which may exist under any statute
or rule relating to bankruptcy cases, including, without limitation, 11 U.S.C. § 105, 11 U.S.C. § 301, 11 U.S.C. § 302,
11 U.S.C. § 303, 11 U.S.C. § 304, 11 U.S.C. § 362, 11 U.S.C. § 348, 11 U.S.C. § 706, 28 U.S.C. § 157, 28
U.S.C. § 158, Federal Rule of bankruptcy Procedure (“FRBP”) 3007, FRBP 3008, FRBP 3012, FRBP 8005, FRBP 9023, FRBP 9024,
or FRBP 9029).


 




    	 



     


    

 


9. AMENDMENT
AND WAIVER OF RIGHTS. This Note may be amended and the observance of any term hereof may be waived (either generally or in a particular
instance either retroactively or prospectively) only by a written instrument executed by the Maker and the Holder.


 


10. WAIVER
OF RIGHT TO TRIAL BY JURY.


 


EACH
PARTY TO THIS NOTE HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (1) ARISING UNDER
THIS NOTE, THE OTHER TRANSACTION DOCUMENTS, OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION THEREWITH,
OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS NOTE
OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO,
IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY
AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY. THE PARTIES
HERETO HEREBY AGREE THAT THE PROVISIONS CONTAINED HEREIN HAVE BEEN FAIRLY NEGOTIATED ON AN ARM’S-LENGTH BASIS, WITH BOTH SIDES
AGREEING TO THE SAME KNOWINGLY AND BEING AFFORDED THE OPPORTUNITY TO HAVE THEIR RESPECTIVE LEGAL COUNSEL CONSENT TO THE MATTERS CONTAINED
HEREIN. ANY PARTY TO THIS NOTE MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT
OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY AND THE AGREEMENTS CONTAINED HEREIN REGARDING THE APPLICATION OF
JUDICIAL REFERENCE IN THE EVENT OF THE INVALIDITY OF SUCH JURY TRIAL WAIVER.


 


IN
WITNESS WHEREOF, each of the Maker has caused this Note to be duly executed by a duly authorized officer as of the date set forth above.


 


	 	Shuttle Pharmaceuticals Holdings, Inc.
	 	 	 
	 	By:	 
	 	Name: 	Dr. Anatoly Dritschilo
	 	Title:	Chief
Executive Officer


 


Note
No. B-1