Exhibit 4.03


 


PURSUANT
TO THE TERMS OF SECTION 1 OF THIS WARRANT, ALL OR A PORTION OF THIS WARRANT MAY HAVE BEEN EXERCISED, AND THEREFORE THE ACTUAL NUMBER
OF WARRANT SHARES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE AMOUNT SET FORTH ON THE FACE HEREOF.


 


NEXEON
MEDSYSTEMS Inc.


 


Warrant
To Purchase Common Stock


 


Warrant No.:                                    


Number of Shares of Common Stock:                                    


Date of Issuance: _____________, 2018 (“Issuance
Date”)


 


Nexeon Medsystems Inc.,
a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, [INVESTOR NAME], 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 (as defined below) (including any Warrants to Purchase Common
Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the
Issuance Date (the “Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as
defined below), [______________ (_____________)] fully paid nonassessable shares of Common Stock, subject to adjustment as provided
herein (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 the Warrant to purchase Common Stock (this “Warrant”)
issued pursuant to (i) the Underwriting Agreement, dated as of __________, 2018, between the Company and National Securities Corporation,
as Representative of the Underwriters (the “Underwriting Agreement”) and (ii) the Company’s Registration
Statement on Form S-1 (File No.: 333-224715). This Warrant is one of a series of warrants containing substantially identical terms
and conditions issued pursuant to the Underwriting Agreement (collectively, the “Warrants”).


 






     

     


    

 


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. On or prior to the Trading Day immediately preceding the applicable Share Delivery Date
(as defined below), 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 by wire
transfer of immediately available funds, except if there is no effective registration statement registering, or no current prospectus
available for, the issuance of the Warrant Shares to the Holder, then Holder shall follow the procedures outlined in Section 1(d).
For the avoidance of doubt, the portion of this Warrant corresponding to the number of shares referenced in an Exercise Notice
shall be deemed exercised upon delivery by the Holder of such Exercise Notice to the Company. 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. Execution and delivery of the Exercise Notice with respect to less than all of the
Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the
right to purchase the remaining number of Warrant Shares. 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 first Trading Day following the date on which the Holder has
delivered the Exercise Notice. the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the
Standard Settlement Period, in each case, following the date on which the Holder delivers the Exercise Notice to the Company, so
long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise) on or prior to the Trading Day immediately
preceding the earlier of clauses (i) and (ii) above (the “Share Delivery Date”) (provided that if the Aggregate
Exercise Price has not been delivered by such date, the Share Delivery Date shall be one (1) Trading Day after the Aggregate Exercise
Price (or notice of a Cashless Exercise) is delivered), 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. So long as there is
an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder
or if this Warrant is being exercised via cashless exercise, Warrant Shares shall be issued electronically free of any legends.
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 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. If the Company fails for any reason to deliver to the Holder the Warrant
Shares subject to an Exercise Notice by a Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages
and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP (as defined below) of the Common
Stock on the date of the applicable Exercise Notice), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading
Day after such liquidated damages begin to accrue) for each Trading Day after such Share Delivery Date until such Warrant Shares
are delivered or the Holder rescinds such exercise. The Company’s obligations to issue and deliver Warrant Shares in accordance
with the terms and subject to the conditions 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. Notwithstanding anything
to the contrary herein, except in the case where an exercise of this Warrant is validly made pursuant to a Cashless Exercise (if
permitted), the Company’s failure to deliver Warrant Shares to the Holder shall not be deemed to be a breach of this Warrant if
the Company has not received the Aggregate Exercise Price pursuant to the requirements of this Section 1(a).


 






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(b) Exercise Price.
For purposes of this Warrant, “Exercise Price” means $_______, 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 on or
prior to the Share Delivery 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 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 purchasers 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
VWAP (as defined below) on the date of the event giving rise to the Company’s obligation to deliver such certificate. Nothing
shall limit the 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 shares of Common Stock (or to electronically deliver such shares of Common Stock) upon the exercise of this Warrant
as required pursuant to the terms hereof.


 


(d) Cashless Exercise.
If at any time after the Exercise Date, there is no effective registration statement registering, or no current prospectus available
for, the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in part, at such time
by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to
the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


(A) = as applicable: (i) the VWAP (as defined
below) on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise Notice is (1) both
executed and delivered pursuant to Section 1(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant
to Section 1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64)
of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either
(y) the VWAP (as defined below) on the Trading Day immediately preceding the date of the applicable Exercise Notice or (z) the
Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as
of the time of the Holder’s execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular
trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the
close of “regular trading hours” on a Trading Day) pursuant to Section 1(a) hereof or (iii) the VWAP (as defined below)
on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is
both executed and delivered pursuant to Section 1(a) hereof after the close of “regular trading hours” on such Trading
Day;


 


(B) = the Exercise Price of this Warrant,
as adjusted hereunder; and


 


(X) = the number of Warrant Shares that
would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of
a cash exercise rather than a cashless exercise.


 






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If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9)
of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company
agrees not to take any position contrary to this Section 1(d).


  


“Bid Price”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the
Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.
(New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average
price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock
is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the “Pink
Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per share of Common Stock so reported, or (d) in all other cases, the fair market value of a
share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest
of the Common Stock then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by
the Company.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding
date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day
from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume
weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if
the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported
in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions
of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair
market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of a majority
in interest of the Common Stock then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall
be paid by the Company.


 


Notwithstanding anything
herein to the contrary, on the Expiration Date, this Warrant shall be automatically exercised via cashless exercise pursuant to
this Section 1(d).


 


(e) 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.


 






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(f) 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.


 


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. Subject to the applicable listing standards of the Principal Market, 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.


 






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(c) Other Events.
If any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for by such provisions
(including, without limitation, by means of the granting of stock appreciation rights or phantom stock rights), then the Company’s
Board of Directors will make an appropriate adjustment in the Exercise Price and the number of Warrant Shares so as to protect
the rights of the Holder; provided that no such adjustment pursuant to this Section 2(c) will increase the Exercise Price or decrease
the number of Warrant Shares as otherwise determined pursuant to this Section 2.


 


3. RIGHTS UPON DISTRIBUTION
OF ASSETS. If the Company, at any time while this Warrant is outstanding, 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) (a “Distribution”), then,
in each such case, the Holder shall, upon the exercise of this Warrant, in whole or in part, be entitled to receive such Distribution
to the same extent that the Holder would have received if the Holder had held the number of shares of Common Stock acquirable upon
complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant) 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. From the time of any Distribution until
this Warrant is exercised or expires, the Company shall hold such Distribution for the benefit of the Holder and distribute such
Distribution to the Holder on the applicable Share Delivery Date with respect to the portion of this Warrant being exercised.


 


4. PURCHASE RIGHTS;
FUNDAMENTAL TRANSACTIONS.


 


(a) Purchase
Rights. In addition to any adjustments pursuant to Section 2 above, if at any time 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 in each such case, the Company
shall reserve Options, Convertible Securities or Purchase Rights for distribution to the Holder upon exercise of this Warrant
so that, in addition to the shares of the Common Stock to which such Holder is entitled, such Holder will receive upon such
exercise the amount and kind of such Options, Convertible Securities or Purchase Rights which such Holder would have received
if the Holder had, immediately prior to the record date for the distribution of the Options, Convertible Securities or
Purchase Rights, exercised this Warrant.


 






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(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 publicly traded common stock or common shares (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. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor
Entity shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation
of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase
this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised
portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, if the
Fundamental Transaction is not within the Company’s control, including not approved by the Company’s Board of Directors, Holder
shall only be entitled to receive from the Company or any Successor Entity, as of the date of consummation of such Fundamental
Transaction, the same type or form of consideration (and in the same proportion), at the Black Scholes Value (as defined below)
of the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection
with the Fundamental Transaction, whether that consideration be in the form of cash, shares or any combination thereof, or whether
the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the
Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black and Scholes
Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable
Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate
for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Expiration
Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg
as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying
price per share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value
of any non-cash consideration, if any, being offered in such Fundamental Transaction and (D) a remaining option time equal to the
time between the date of the public announcement of the applicable Fundamental Transaction and the Expiration Date. The payment
of the Black Scholes Value will be made by wire transfer of immediately available funds within five Business Days of the Holder’s
election (or, if later, on the effective date of the Fundamental Transaction). The provisions of this Section 4(b) 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.


 






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(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 Articles of Incorporation, Bylaws or through
any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities,
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, 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 and as may be required to protect the rights of the Holder. 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. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices
and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders;
provided, that the Company shall not be required to provide the Holder with such notices and other information to the extent
such notices or other information is filed with the SEC pursuant to its Electronic Data Gathering, Analysis and Retrieval (EDGAR)
system.


 






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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.


 






    	 	9	 



     


    

 


8. NOTICES.
The Company shall provide Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable
detail a description of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will
give written notice to the Holder (i) promptly upon any adjustment of the Exercise Price, setting forth in reasonable detail, and
certifying, the calculation of such adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes
its books or takes a record with respect to any dividend or distribution upon the shares of Common Stock. 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 business days after so
mailed, (ii) if delivered by nationally recognized overnight carrier, one business day after so mailed, (iii) if delivered by International
Federal Express, two business days after so mailed and (iv) if delivered by facsimile, upon electronic confirmation of receipt,
and will be delivered and addressed as follows:


 


		(i)	if to the Company, to:



 


Nexeon Medsystems
Inc.


1910 Pacific
Avenue, Suite 20000


Dallas, Texas
75201


Attn: William
Rosellini, Chief Executive Officer


Facsimile:
______________


 


		(ii)	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	 



     


    

 


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. The Company hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by mailing a copy thereof to the Company at the address set forth
herein and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein
shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other
jurisdiction to collect on the Company’s obligations to the Holder, to realize on any collateral or any other security for such
obligations, or to enforce a judgment or other court ruling in favor of the Holder. 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.


 


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 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 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 (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 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.


 






    	 	11	 



     


    

 


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.


 


14. TRANSFER.
Subject to applicable laws, this Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company.


 


15.SEVERABILITY.If
any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without material
change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability
of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties
or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good
faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which
comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


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


 


(a) “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.


 


(b) “Common
Stock” means (i) the Company’s shares of Common Stock, par value $0.001 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.


 


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


 


(d) “Trading
Market” means the Principal Market, the NYSE American LLC, The NASDAQ Global Select Market, The NASDAQ Global Market,
The New York Stock Exchange, Inc., the OTCQX or the OTCQB (or any successor entities).


 


(e) “Expiration
Date” means the fifth (5th) anniversary of the Issuance 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.


 






    	 	12	 



     


    

 


(f) “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), (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.


 


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


 


(h) “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.


 


(i) “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.


 


(j) “Principal
Market” means the NASDAQ Capital Market.


 


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


 


(l) “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.


 


(m) “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).


 


[Signature Page Follows]


 






    	 	13	 



     


    

 


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


 


	 	NEXEON MEDSYSTEMS INC.
	 	 	 
	 	By: 	 
	 	Name:	William Rosellini
	 	Title:	Chief Executive Officer


 






     

     


    

 


EXHIBIT A


 


EXERCISE NOTICE


TO BE EXECUTED BY THE REGISTERED HOLDER
TO EXERCISE THIS


WARRANT TO PURCHASE COMMON STOCK


 


NEXEON MEDSYSTEMS INC.


 


The undersigned holder
hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of
Nexeon Medsystems Inc., a Nevada 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


 


NEXEON MEDSYSTEMS 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