Exhibit 10.1


 


SUBSCRIPTION AGREEMENT


 


NeuroOne Medical Technologies Corporation


10006 Liatris Lane


Eden Prairie, MN 55347


 


Ladies and Gentlemen:


 


1. Subscription.
As of [_______________], 2018, the undersigned (the “Purchaser”),
intending to be legally bound, hereby irrevocably agrees to purchase from NeuroOne Medical Technologies Corporation, a Delaware
corporation (the “Company”), the number of Units (the “Units”) set forth on
the signature page hereof at a purchase price of $2.50 per Unit. Each Unit consists of (i) one share of common stock, par value
$0.001 per share, of the Company (the “Common Stock”), and (ii) one warrant to purchase one share of
Common Stock (the “Warrant Shares”) at an initial exercise price of $3.00 per share (each a “Warrant”
and collectively, the “Warrants”), which will terminate five years following the First Closing. 


 


This subscription is
submitted to the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement
and the Confidential Private Placement Memorandum of the Company, dated July 6, 2018, as amended or supplemented from time to time,
including all attachments, schedules and exhibits thereto (the “Memorandum”), relating to the private
placement offering (the “Offering”) by the Company of a minimum of 40,000 Units ($100,000) (the “Minimum
Amount”) and a maximum of 4,000,000 Units ($10,000,000) (the “Maximum Amount”), plus up-to
600,000 Units ($1,500,000) to cover over-subscriptions. The Units are being offered by the Company and one or more brokers (the
“Brokers”) on a “reasonable best efforts, all or none” basis with respect to the Minimum
Amount and on a “reasonable best efforts” basis with respect to all Units in excess of the Minimum Amount. The minimum
purchase amount is 10,000 Units ($25,000), although the Company and the Brokers may, in their discretion, accept subscriptions
for a lesser number of Units.


 


The Brokers will receive
a cash commission equal to 10% of the gross proceeds from the sale of the Units (the “Commission”). In
addition to the Brokers’ Commission, the Company will issue 5-year warrants to the Brokers to purchase an amount of Common
Stock equal to 10% of the total amount of shares sold in this Offering at an exercise price of $3.45 per share (the “Broker
Warrants” and, together with the Commission, the “Fee”).


 


The terms of the Offering
are more completely described in the Memorandum and such terms are incorporated by reference herein in their entirety. Capitalized
terms not otherwise defined herein shall have the meanings ascribed to such terms in the Memorandum.


 


2. Payment.
The Purchaser encloses herewith a check payable to, or will immediately make a wire transfer payment to the Company in the full
amount of the purchase price of the Units being subscribed for (the “Subscription Amount”) as set forth
in Section 4(e). Wire transfer instructions are set forth on the instruction page accompanying this Subscription Agreement. Such
funds will be returned promptly, without interest or offset if the Purchaser’s subscription is not accepted by the Company
for any reason or no reason, or the Offering is terminated pursuant to its terms by the Company prior to the applicable closing
of the Offering.


 


3. Deposit of
Funds. The Company may continue to offer and sell the Units and conduct additional closings for the sale of additional Units
after the First Closing and until the termination of the Offering. In the event that the Company does not sell the Minimum Amount
on or before October 4, 2018 (the “Initial Offering Period”), which period may be extended by the Company,
in its mutual discretion to a date no later than a maximum of 90 days until the Maximum Amount is reached (the “Termination
Date”, with this additional period, together with the Initial Offering Period, being referred to herein as the “Offering
Period”), the Company will refund all subscription funds to the Purchaser, without deduction, offset and/or interest
accrued thereon, and the subscription documents, and the Purchaser will return the Warrant to the Purchaser. If the Company rejects
a subscription, either in whole or in part (which decision is in their sole discretion), the rejected subscription funds or the
rejected portion thereof will be returned promptly to the Purchaser without interest accrued thereon.


 






     

     


    

 


4. Deliveries.
On or prior to the applicable closing, Purchaser shall deliver or cause to be delivered the following:


 


(a) to the Company, this
Subscription Agreement, duly executed by the Purchaser;


 


(b) to the Company, the
Subscription Amount, by wire transfer to the Company’s account, as set forth on Schedule I attached hereto;


 


(c) to the Company, the
Registration Rights Agreement, in the form attached hereto as Annex A, duly executed by such Purchaser; and


 


(d) to the Company, a
fully completed and duly executed Accredited Investor Questionnaire, satisfactory to the Company, in the form attached hereto as
Annex B.


 


On or prior to the applicable
closing, the Company shall deliver to the Purchaser fully executed and compiled copies of the Subscription Agreement and Registration
Rights Agreement and within ten (10) trading days of the applicable closing, the executed Warrant in the form attached hereto as
Annex C.


 


5. Acceptance
of Subscription. The Purchaser understands and agrees that the Company, in its sole discretion, reserves the right to accept
or reject this or any other subscription for Units, in whole or in part, and for any reason or no reason, notwithstanding prior
receipt by the Purchaser of notice of acceptance of this subscription. The Company shall have no obligation hereunder until the
Subscription Amount is received by the Company and the Company has executed and delivered to the Purchaser a fully executed and
compiled copy of this Subscription Agreement. If this subscription is rejected in whole or the Offering is terminated within the
Offering Period, all funds received from the Purchaser will be returned without interest or offset, and this Subscription Agreement
shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion
of this subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and
effect to the extent this subscription was accepted.


 


6. Representations
and Warranties of the Purchaser. The Purchaser hereby acknowledges, represents, warrants and agrees to and with the Company
as follows (it being specifically acknowledged and agreed that the applicable Broker shall be a third party beneficiary of the
following):


 


(a) The
Purchaser is aware that an investment in the Units involves a significant degree of risk and has carefully read and considered
the matters set forth in the Memorandum, including but not limited to the section entitled “Risk Factors” in the Memorandum,
and the Company’s filings with the Securities and Exchange Commission (the “SEC”).


 


(b) None
of the securities comprising the Units, including the Common Stock and the Warrants offered pursuant to the Memorandum, or the
Warrant Shares issuable upon conversion of the Warrants, are registered under the Securities Act of 1933, as amended (the “Securities
Act”), or any state securities laws. The Purchaser understands that the offering and sale of the Units (including
the Common Stock and the Warrants) and the Warrant Shares issuable upon conversion of the Warrants are intended to be exempt from
registration under the Securities Act, by virtue of Section 4(a)(2) thereof and the provisions of Regulation D promulgated thereunder
(“Regulation D”), based, in part, upon the representations, warranties and agreements of the Purchaser
contained in this Subscription Agreement.


 






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(c) At
the time the Purchaser was offered the Units, it was, at the date hereof it is, and on each date on which it exercises the Warrants,
it will be an “accredited investor” as defined in Rule 501(a) under the Securities Act and the Accredited Investor
Certification attached hereto as Annex B. The Accredited Investor Certificate is complete and accurate in all respects as
of the date of this agreement, and will continue to be complete and accurate as of the effectiveness date of the Resale Registration
Statement; provided, that the Purchaser shall be entitled to update such information by providing written notice thereof to the
Company.


 


(d) Prior
to the execution of this Subscription Agreement, the Purchaser and the Purchaser’s attorney, accountant, purchaser representative
and/or tax adviser, if any (collectively, the “Advisers”), have received the Memorandum and all other
documents requested by the Purchaser, have carefully reviewed them and understand the information contained therein.


 


(e) Neither
the SEC nor any state securities commission or other regulatory authority has approved the Units, the Common Stock, the Warrants,
or the Warrant Shares, or passed upon or endorsed the merits of the offering of Units, or confirmed the accuracy or determined
the adequacy of the Memorandum. The Memorandum has not been reviewed by any federal, state or other regulatory authority.


 


(f) All
documents, records, and books pertaining to the investment in the Units (including, without limitation, the Memorandum) have been
made available for inspection by such Purchaser and its Advisers, if any.


 


(g) The
Purchaser and its Advisers, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or
persons acting on behalf of the Company concerning the Offering, the business and financial condition of the Company, and all such
questions have been answered to the full satisfaction of the Purchaser and its Advisers, if any.


 


(h) In
evaluating the suitability of an investment in the Company, the Purchaser has not relied upon any representation or information
(oral or written) other than as stated in or incorporated by reference into the Memorandum or any documents filed by the Company
with the SEC.


 


(i) The
Purchaser is unaware of, is in no way relying on, and did not become aware of the Offering through or as a result of, any form
of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication
published in any newspaper, magazine or similar media or broadcast over television, radio or the Internet (including, without limitation,
the Company’s or SEC’s website, internet “blogs,” bulletin boards, discussion groups and social networking
sites) in connection with the Offering and is not subscribing for the Units and did not become aware of the Offering through or
as a result of any seminar or meeting to which the Purchaser was invited by, or any solicitation of a subscription by, a person
not previously known to the Purchaser in connection with investments in securities generally.


 


(j) The
Purchaser has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or
the like relating to this Subscription Agreement or the transactions contemplated hereby (other than commissions to be paid by
the Company to the Brokers or as otherwise described in the Memorandum) and, in turn, to be paid to its selected dealers.


 






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(k) The
Purchaser, together with its Advisers, if any, has such knowledge and experience in financial, tax, and business matters, and,
in particular, investments in securities, so as to enable it to utilize the information made available to it in connection with
the Offering to evaluate the merits and risks of an investment in the Units and the Company and to make an informed investment
decision with respect thereto.


 


(l) The
Purchaser is not relying on the Company or any of its respective employees or agents with respect to the legal, tax, economic and
related considerations of an investment in the Units, and the Purchaser has relied on the advice of, or has consulted with, only
its own Advisers.


 


(m) The
Purchaser is acquiring the Shares and the Warrants and, upon exercise of the Warrants, will acquire the Warrant Shares, as principal
for its own account and not with a view to, or for distributing or reselling such securities or any part thereof in violation of
the Securities Act or any applicable state securities laws, provided, however, that by making the representations herein, the Purchaser
reserves the right, subject to the provisions of this Agreement and the Registration Rights Agreement, at all times to sell or
otherwise dispose of all or any part of such securities pursuant to the Resale Registration Statement under the Securities Act
or under an exemption from such registration and in compliance with applicable federal and state securities laws. The Purchaser
is acquiring the Units hereunder in the ordinary course of its business. The Purchaser does not presently have any agreement, plan
or understanding, directly or indirectly, with any person to distribute or effect any distribution of any of the Units, Common
Stock, Warrants or Warrant Shares issuable upon exercise of the Warrants (or any securities which are derivatives thereof) to or
through any person or entity; the Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act or an entity
engaged in a business that would require it to be so registered as a broker-dealer.


 


Legends shall be placed
on the securities included in the Units to the effect that they have not been registered under the Securities Act or applicable
state securities laws. Appropriate notations will be made in the Company’s stock books to the effect that the securities
included in the Units have not been registered under the Securities Act or applicable state securities laws. Stop transfer instructions
will be placed with the transfer agent, if any, on the securities. There can be no assurance that there will be any market for
resale of the Units, the Common Stock, the Warrants, or the Warrant Shares nor can there be any assurance that such securities
will be freely transferable at any time in the foreseeable future.


 


(n) The
Purchaser has adequate means of providing for such Purchaser’s current financial needs and foreseeable contingencies and
has no need for liquidity of its investment in the Units for an indefinite period of time.


 






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(o) The
Purchaser (i) if a natural person, represents that the Purchaser has reached the age of 21 and has full power and authority to
execute and deliver this Subscription Agreement and any other agreements, documents or instruments delivered or required to be
delivered together with or pursuant to this Agreement or in connection herewith (the “Transaction Documents”)
and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership,
or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed
for the specific purpose of acquiring the Units, such entity is duly organized, validly existing and in good standing under the
laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not
result in a violation of state law or our charter or other organizational documents, such entity has full power and authority to
execute and deliver the Transaction Documents and to carry out the provisions hereof and thereof and to purchase and hold the securities
constituting the Units, the execution and delivery of the Transaction Documents have been duly authorized by all necessary action,
the Transaction Documents to which it is a party have been duly executed and when delivered on behalf of such entity in accordance
with the terms hereof, will constitute a legal, valid and binding obligation of such entity, enforceable against it in accordance
with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by
other equitable principles of general application; or (iii) if executing the Transaction Documents in a representative or fiduciary
capacity, represents that it has full power and authority to execute and deliver the Transaction Documents in such capacity and
on behalf of the subscribing individual, ward, partnership, trust, estate, corporation, or limited liability company or partnership,
or other entity for whom the Purchaser is executing the Transaction Documents, and such individual, partnership, ward, trust, estate,
corporation, or limited liability company or partnership, or other entity has full right and power to execute and deliver the Transaction
Documents and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and
hold the securities constituting the Units, and represents that the Transaction Documents constitute a legal, valid and binding
obligation of such entity. The execution, delivery and performance of this Subscription Agreement, including the Registration Rights
Agreement, and the consummation by Purchaser of the transactions contemplated hereby and thereby will not (i) result in a violation
of the organizational documents of the Purchaser (except as to any Purchaser who is a natural person), (ii) conflict with, or constitute
a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Purchaser is a party,
or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities
laws) applicable to the Purchaser, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or
violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability
of the Purchaser to perform its obligations hereunder.


 


(p) The
Purchaser and its Advisers, if any, have had the opportunity to obtain any additional information, to the extent the Company had
such information in its possession or could acquire it without unreasonable effort or expense, necessary to verify the accuracy
of the information contained in the Memorandum and all documents received or reviewed in connection with the purchase of the Units
and have had the opportunity to have representatives of the Company provide them with such additional information regarding the
terms and conditions of this particular investment and the financial condition, results of operations, business of the Company
deemed relevant by the Purchaser or the Advisers, if any, and all such requested information, to the extent the Company had such
information in its possession or could acquire it without unreasonable effort or expense, has been provided to the full satisfaction
of the Purchaser and the Advisers, if any.


 


(q) Any
information which the Purchaser has heretofore furnished or is furnishing herewith to the Company or any broker is complete and
accurate and may be relied upon by the Company and such broker in determining the availability of an exemption from registration
under federal and state securities laws in connection with the offering of securities as described in the Memorandum. The Purchaser
further represents and warrants that it will notify and supply corrective information to the Company and such broker immediately
upon the occurrence of any change therein occurring prior to the Company’s issuance of the securities contained in the Units.


 


(r) The
Purchaser has significant prior investment experience, including investment in non-registered, high risk securities. The Purchaser
is knowledgeable about investment considerations in development-stage companies. The Purchaser has a sufficient net worth to sustain
a loss of its entire investment in the Company in the event such a loss should occur. The Purchaser’s overall commitment
to investments which are not readily marketable is not excessive in view of the Purchaser’s net worth and financial circumstances
and the purchase of the Units will not cause such commitment to become excessive. The investment is a suitable one for the Purchaser.


 






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(s) The
Purchaser is satisfied that the Purchaser has received adequate information with respect to all matters which it or its Advisers,
if any, consider material to the Purchaser’s decision to make this investment.


 


(t) The
Purchaser acknowledges that any estimates or forward-looking statements or projections included in the Memorandum were prepared
by the Company in good faith but that the attainment of any such projections, estimates or forward-looking statements cannot be
guaranteed by the Company and should not be relied upon.


 


(u) No
oral or written representations have been made, or oral or written information furnished, to the Purchaser or the Advisers, if
any, in connection with the Offering which are in any way inconsistent with the information contained in the Memorandum or incorporated
by reference in the Memorandum.


 


(v) Within
five (5) days after receipt of a request from the Company, the Purchaser will provide such information and deliver such documents
as may reasonably be necessary to comply with any and all laws and ordinances to which the Company is subject.


 


(w) NEITHER
THE SECURITIES OFFERED HEREBY NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR PURUSUANT 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE
TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


 


(x) The
Purchaser acknowledges that none of the Units, the Common Stock, the Warrants, or the Warrant Shares issuable upon exercise of
the Warrants have been recommended by any federal or state securities commission or regulatory authority. In making an investment
decision investors must rely on their own examination of the Company and the terms of the Offering, including the merits and risks
involved. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Subscription
Agreement or the Memorandum. Any representation to the contrary is a criminal offense. The Units, the Common Stock, the Warrants,
and the Warrant Shares issuable upon exercise of the Warrants are subject to restrictions on transferability and resale and may
not be transferred or resold except as permitted under the Securities Act, and the applicable state securities laws, pursuant to
registration or exemption therefrom. The Purchaser should be aware that it will be required to bear the financial risks of this
investment for an indefinite period of time.


 


(y) (For
ERISA plans only) The fiduciary of the ERISA plan (the “Plan”) represents that such fiduciary has
been informed of and understands the Company’s investment objectives, policies and strategies, and that the decision to invest
“plan assets” (as such term is defined in ERISA) in the Company is consistent with the provisions of ERISA that require
diversification of plan assets and impose other fiduciary responsibilities. The Purchaser fiduciary or Plan (a) is responsible
for the decision to invest in the Company; (b) is independent of the Company or any of its affiliates; (c) is qualified to make
such investment decision; and (d) in making such decision, the Purchaser fiduciary or Plan has not relied primarily on any advice
or recommendation of the Company or any of its affiliates.


 






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(z) The Purchaser
should check the Office of Foreign Assets Control (“OFAC”) website at <http://www.treas.gov/ofac> before
making the following representations. The Purchaser represents that the amounts invested by it in the Offering were not and
are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including
anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among other
things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities
and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at
<http://www.treas.gov/ofac>. In addition, the programs administered by OFAC (the “OFAC Programs")
prohibit dealing with individuals1 or entities in certain countries regardless of whether such individuals or entities
appear on the OFAC lists.


 


(aa) To the best of
the Purchaser’s knowledge, none of: (1) the Purchaser; (2) any person controlling or controlled by the Purchaser; (3) if
the Purchaser is a privately-held entity, any person having a beneficial interest in the Purchaser; or (4) any person for whom
the Purchaser is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named
on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any
amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph.
The Purchaser agrees to promptly notify the Company and the applicable Broker should the Purchaser become aware of any change in
the information set forth in these representations. The Purchaser understands and acknowledges that, by law, the Company may be
obligated to “freeze the account” of the Purchaser, either by prohibiting additional subscriptions from the Purchaser,
declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations, and
the Brokers may also be required to report such action and to disclose the Purchaser’s identity to OFAC. The Purchaser further
acknowledges that the Company may, by written notice to the Purchaser, suspend the redemption rights, if any, of the Purchaser
if the Company reasonably deems it necessary to do so to comply with anti-money laundering regulations applicable to the Company
and the Brokers or any of the Company’s other service providers. These individuals include specially designated nationals,
specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs.


 


(bb) To the best of
the Purchaser’s knowledge, none of: (1) the Purchaser; (2) any person controlling or controlled by the Purchaser; (3) if
the Purchaser is a privately-held entity, any person having a beneficial interest in the Purchaser; or (4) any person for whom
the Purchaser is acting as agent or nominee in connection with this investment is a senior foreign political figure,2
or any immediate family3 member or close associate4 of a senior foreign political figure, as such terms
are defined in the footnotes below.


 


 


 






1 These individuals include
specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo
programs.


 


2 A “senior foreign political
figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of
a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of
a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation,
business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.


 


3 “Immediate family”
of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws.



 


4 A “close associate”
of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship
with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international
financial transactions on behalf of the senior foreign political figure.


 






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(cc) If the Purchaser
is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Purchaser receives deposits
from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Purchaser represents
and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country
in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related
to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank
to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not
have a physical presence in any country and that is not a regulated affiliate.


 


(dd) Other than with
respect to the transactions contemplated herein, since the time that such Purchaser was first contacted by the Company, a broker
or any other person regarding the transactions contemplated hereby, (i) neither the Purchaser (ii) nor any affiliate of such Purchaser
that (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Purchaser’s
investments or trading or information concerning such Purchaser’s investments, including in respect of the Units, and (z)
is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading
Affiliates”) has directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding
with such Purchaser or Trading Affiliate, effected or agreed to effect any purchases or sales of the securities of the Company
(including, without limitation, any short sales involving the Company’s securities). Notwithstanding the foregoing, in the
case of a Purchaser and/or Trading Affiliate that is, individually or collectively, a multi-managed investment bank or vehicle
whereby separate portfolio managers manage separate portions of such Purchaser’s or Trading Affiliate’s assets and
the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions
of such Purchaser’s or Trading Affiliate’s assets, the representation set forth above shall apply only with respect
to the portion of assets managed by the portfolio manager that have knowledge about the financing transaction contemplated by this
Subscription Agreement. Other than to other persons party to this Subscription Agreement, such Purchaser has maintained the confidentiality
of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).


 


(ee) The Purchaser is
aware that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of Common Stock and other activities
with respect to the Common Stock by the Purchaser.


 


(ff) The purchase by
the Purchaser of the Common Stock and Warrants issuable to it at closing will not result in the Purchaser (individually or together
with any other person with whom such Purchaser has identified, or will have identified, itself as part of a “group”
in a public filing made with the SEC involving the Company’s securities) acquiring, or obtaining the right to acquire, in
excess of 19.999% of the outstanding shares of Common Stock or the voting power of the Company on a post-transaction basis that
assumes that such closing shall have occurred. The Purchaser does not presently intend to, alone or together with others, make
a public filing with the SEC to disclose that it has (or that it together with such other persons have) acquired, or obtained the
right to acquire, as a result of such closing (when added to any other securities of the Company that it or they then own or have
the right to acquire), in excess of 19.999% of the outstanding shares of Common Stock or the voting power of the Company on a post
transaction basis that assumes that each closing shall have occurred.


 


(gg) If the Purchaser
is an officer of the Company or beneficial owner of 20% or more of the Company’s outstanding voting equity securities, such
Purchaser does not qualify as a “bad actor” within the meaning of Rule 506(d) under the Securities Act.


 






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7. Company
Representations and Warranties. The Company represents and warrants to the Purchaser, except as and to the extent set forth
in the publicly available reports, schedules, forms, statements and other documents filed by the Company with, or furnished by
the Company to, the SEC as of the date hereof and as of each closing:


 


(a) The
Company is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation
and has the requisite corporate power and authority to own its properties and to carry on its business as presently conducted.
The Company is (or will be) duly qualified as a foreign corporation to do business and is (or will be) in good standing in each
jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary.


 


(b) The
Company has all corporate right, power and authority to enter into the Transaction Documents and to consummate the transactions
contemplated hereby. All corporate action on the part of the Company, its directors and stockholders necessary for the: (i) authorization,
execution, delivery and performance of the Transaction Documents by the Company; (ii) authorization, sale, issuance and delivery
of the Shares and Warrants contemplated hereby and the performance of the Company’s obligations hereunder; and (iii) authorization
and reservation for issuance of the Warrant Shares issuable upon exercise of the Warrants, has been taken. The Warrant Shares will
be validly issued, fully paid and nonassessable. The issuance and sale of the securities contemplated hereby will not give rise
to any preemptive rights or rights of first refusal on behalf of any person which have not been waived in connection with this
Offering. The Company is not in default of any other obligations.


 


(c) Assuming
this Subscription Agreement has been duly and validly authorized, executed and delivered by the parties hereto and thereto other
than the Company, this Subscription Agreement is duly authorized, executed and delivered by the Company and constitutes the legal,
valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except as such enforcement
is limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors
rights generally.


 


(d) The
execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated
hereby and thereby (including, without limitation, the issuance of the Shares, the Warrants and the Warrant Shares issuable upon
exercise of the Warrants) will not (i) result in a violation of the Certificate of Incorporation of the Company or other organizational
documents of the Company, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would
become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement,
indenture or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment
or decree applicable to the Company by which any property or asset of the Company is bound or affected.


 


(e) The
Company owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets,
licenses, information and other proprietary rights and processes necessary for its business as now conducted without any known
infringement of the rights of others. The Company has not received any written communications alleging that the Company has violated
or, by conducting its business as presently proposed to be conducted, would violate any of the patents, trademarks, service marks,
trade names, copyrights or trade secrets or other proprietary rights of any other person or entity.


 






    9


     


    

 


(f) The
Company has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject
to no mortgage, pledge, lien, lease, encumbrance or charge, other than (i) those resulting from taxes which have not yet become
delinquent; (ii) liens and encumbrances which do not materially detract from the value of the property subject thereto or materially
impair the operations of the Company; and (iii) those that have otherwise arisen in the ordinary course of business. The Company
is in compliance with all material terms of each lease to which it is a party or is otherwise bound.


 


(g) The
Company is not an “investment company” within the meaning of such term under the Investment Company Act of 1940, as
amended, and the rules and regulations of the SEC thereunder.


 


(h) Neither
the Company nor any person participating on the Company’s behalf in the transactions contemplated hereby has conducted any
“general solicitation,” as such term is defined in Regulation D promulgated under the Securities Act, with respect
to any of the securities being offered hereby.


 


(i) The
Company agrees to file a Form D with respect to the sale of the securities offered hereby under Regulation D of the rules and regulations
promulgated under the Securities Act. The Company shall take such action as the Company shall reasonably determine is necessary
to qualify the such securities for sale to the Purchaser pursuant to this Subscription Agreement under applicable securities or
“blue sky” laws of the states of the United States (or to obtain an exemption from such qualification).


 


Neither the Company,
nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in
any security or solicited any offers to buy any security under circumstances that would require registration under the Securities
Act of the issuance of the Units, the Common Stock, the Warrants or Warrant Shares. The issuance of the Units, the Common Stock,
the Warrants and Warrant Shares will not be integrated with any other issuance of the Company’s securities (past, current
or future) such that the offering of the Units, the Common Stock, the Warrants or Warrant Shares would require registration under
the Securities Act or would require stockholder approval.


 


(j) The
execution, delivery and performance of this Subscription Agreement by the Company will not (i) violate any law, treaty, rule or
regulation applicable to or binding upon the Company or any of its properties or assets, or (ii) result in a breach of any contractual
obligation to which the Company is a party or by which it or any of its properties or assets is bound that would reasonably be
expected to have a material adverse effect on the ability of the Company to perform its obligations under this Subscription Agreement.


 


8. Registration
Rights. Contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering
a Registration Rights Agreement pursuant to which, among other things, the Company will agree to provide certain registration rights
with respect to the Shares and the Warrant Shares under the Securities Act and the rules and regulations promulgated thereunder
and applicable state securities laws.


 


9. Indemnification.
The Purchaser agrees to indemnify and hold harmless the Company, the Brokers, and their respective officers, directors, members,
shareholders, partners, representatives, employees, agents, control persons and affiliates from and against all losses, obligations,
liabilities, claims, damages, contingencies, judgments, fines, penalties, charges, costs, fees and expenses whatsoever (including,
but not limited to, any and all expenses incurred in investigating, preparing or defending against any action, claim, suit, inquiry,
proceeding, investigation, appeal or litigation commenced or threatened by or before any court or governmental, administrative,
or other regulatory agency, body or the SEC) (i) arising out of or based upon any untrue statement or untrue statement of a material
fact made by Purchaser and contained in this Subscription Agreement; or (ii) arise out of or are based upon any breach by Purchaser
of any representation, warranty, or agreement made by Purchaser contained herein.


 






    10


     


    

 


10. Irrevocability;
Binding Effect. The Purchaser hereby acknowledges and agrees that the subscription hereunder is irrevocable by the Purchaser,
except as required by applicable law, and that this Subscription Agreement shall survive the death or disability of the Purchaser
and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal
representatives, and permitted assigns. If the Purchaser is more than one person, the obligations of the Purchaser hereunder shall
be joint and several and the agreements, representations, warranties, and acknowledgments herein shall be deemed to be made by
and be binding upon each such person and such person’s heirs, executors, administrators, successors, legal representatives,
and permitted assigns.


 


11. Immaterial
Modifications to the Transaction Documents. The Company may, at any time prior to the applicable closing, modify the Warrant
and any other Transaction Document without first providing notice or obtaining prior consent of the Purchaser, if, and only if,
such modification does not materially adversely affect a purchaser’s rights.


 


12. Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered
via e-mail transmission or facsimile (provided the sender receives a machine-generated confirmation of successful transmission)
at the facsimile number specified in this Section 12 prior to 5:00 P.M., New York City time, on a trading day, (b) the next trading
day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified
in this Section 12 on a day that is not a trading day or later than 5:00 P.M., New York City time, on any trading day, (c) the
trading day following the date of mailing, if sent by U.S. nationally recognized overnight courier service with next day delivery
specified, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and
communications shall be as follows:


 


	 	If to the Company to:	 	
        NeuroOne Medical Technologies Corporation

        10006 Liatris Lane

        Eden Prairie, MN 55347

        Telephone: (952) 237-7412

        Attention: David A. Rosa

        Email: daver@neurooneinc.com

	 	 	 	 
	 	With copies to:	 	
        Honigman Miller Schwartz and Cohn LLP

        650 Trade Centre Way, Suite 200

        Kalamazoo, MI 49002

        Telephone No.: (269) 337-7702

        Facsimile No.: (269) 337-7703

        Attention: Phillip D. Torrence

        E-mail: PTorrence@honigman.com

	 	 	 	 
	 	If to the Holder to:	 	As set forth on the signature page hereto


 






    11


     


    

 


13. Assignability.
The provisions of this Subscription Agreement shall inure to the benefit of and be binding upon the parties and their successors
and permitted assigns. This Agreement, or any rights or obligations hereunder, may not be assigned by the Company without the prior
written consent of the Purchaser holding or having rights to acquire the Units, Common Stock, Warrants or Warrant Shares issuable
upon exercise of the Warrants at the time of such consent. The Purchaser may assign its rights hereunder in whole or in part to
any person to whom the Purchaser assigns or transfers any Units, Common Stock, Warrants or Warrant Shares issuable upon exercise
of the Warrants in compliance with the Transaction Documents and applicable law, provided such transferee shall agree in writing
to be bound, with respect to the transferred Units, Common Stock, Warrants or Warrant Shares issuable upon exercise of the Warrants,
by the terms and conditions of this Agreement that apply to the Purchaser.


 


14. Applicable
Law. All questions concerning the construction, validity, enforcement and interpretation of this Subscription Agreement shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof (except Sections 5-1401 and 5-1402 of the General Obligations Law).


 


15. Arbitration.
The parties agree to submit all controversies to arbitration in accordance with the provisions set forth below and understand that:
(a) arbitration is final and binding on the parties; (b) the parties are waiving their right to seek remedies in court, including
the right to a jury trial; (c) pre-arbitration discovery is generally more limited and different from court proceedings; (d) the
arbitrator’s award is not required to include factual findings or legal reasoning and any party’s right to appeal or
to seek modification of rulings by arbitrators is strictly limited; and (e) the panel of arbitrators will typically include a minority
of arbitrators who were or are affiliated with the securities industry.


 


All controversies which
may arise between the parties concerning this Subscription Agreement shall be determined by arbitration pursuant to the rules then
pertaining to the American Arbitration Association in Minneapolis, Minnesota. The arbitration shall be governed by the Federal
Arbitration Act, 9 U.S.C. Sec. 1-16, and the judgment upon the award rendered by the arbitrators may be entered by any court having
jurisdiction thereof. Any notice of such arbitration or for the confirmation of any award in any arbitration shall be sufficient
if given in accordance with the provisions of this Agreement. The parties agree that the determination of the arbitrators shall
be binding and conclusive upon them.


 


16. Blue
Sky Qualification. The purchase of Units under this Subscription Agreement is expressly conditioned upon the exemption from
qualification of the offer and sale of the Units from applicable federal and state securities laws. The Company shall not be required
to qualify this transaction under the securities laws of any jurisdiction, but to the extent we proceed with the Offering and effect
one or more closings, the Company shall take such action as the Company shall reasonably determine is necessary to qualify the
securities for sale to the Purchaser pursuant to this Subscription Agreement under applicable securities or “blue sky”
laws of the states of the United States (or to obtain an exemption from such qualification).


 


17. Use
of Pronouns. All pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, neuter,
singular or plural as the identity of the person or persons referred to may require.


 


18. Confidentiality.
The Purchaser acknowledges and agrees that any information or data the Purchaser has acquired from or about the Company, not otherwise
properly in the public domain, was received in confidence. The Purchaser agrees not to divulge, communicate or disclose, except
as may be required by law or for the performance of this Subscription Agreement, or use to the detriment of the Company or for
the benefit of any other person or persons, or misuse in any way, any confidential information of the Company, including any scientific,
technical, trade or business secrets of the Company and any scientific, technical, trade or business materials that are treated
by the Company as confidential or proprietary, including, but not limited to, ideas, discoveries, inventions, developments and
improvements belonging to the Company and confidential information obtained by or given to the Company about or belonging to third
parties.


 






    12


     


    

 


19. Miscellaneous.


 


(a) This
Subscription Agreement (including the annexes hereto), together with the Transaction Documents (which are to be issued or executed
at closing), constitute the entire agreement between the Purchaser and the Company with respect to the subject matter hereof and
supersede all prior oral or written agreements and understandings, if any, relating to the subject matter hereof.


 


(b) The
representations and warranties and covenants of the Company and the Purchaser made in this Subscription Agreement (including the
annexes hereto) shall survive the execution and delivery hereof and delivery of the Units, Common Stock, Warrants and Warrant Shares
issuable upon exercise of the Warrants.


 


(c) Each
of the parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others
engaged by such party) in connection with this Subscription Agreement and the transactions contemplated hereby whether or not the
transactions contemplated hereby are consummated.


 


(d) This
Subscription Agreement may be executed in one or more counterparts each of which shall be deemed an original (including signatures
sent by facsimile transmission or by email transmission of a PDF scanned document), but all of which shall together constitute
one and the same instrument.


 


(e) Each
provision of this Subscription Agreement shall be considered separable and, if for any reason any provision or provisions hereof
are determined to be invalid or contrary to applicable law, such invalidity or illegality shall not impair the operation of or
affect the remaining portions of this Subscription Agreement.


 


(f) Paragraph
titles are for descriptive purposes only and shall not control or alter the meaning of this Subscription Agreement as set forth
in the text.


 


(g) The
Purchaser understands and acknowledges that there may be multiple closings for this Offering.


 


(h) This
Subscription Agreement and the Warrants may be amended only with the written consent of the Company and the holders of a majority
of the aggregate principal amount of the Units (a “Majority in Interest”). The conditions or observance
of any term of this Subscription Agreement may be waived (either generally or in a particular instance and either retroactively
or prospectively) only by written instrument and with respect to conditions or performance obligations benefiting the Company,
by the Company, and with respect to conditions or performance obligations benefiting the Purchasers, only with the consent of a
Majority in Interest. Any amendment or waiver effected in accordance with this section shall be binding on all holders of the Units,
the Common Stock, the Warrants and the Warrant Shares issuable upon exercise of the Warrants even if they do not execute such amendment,
consent or waiver, as the case may be.


 






    13


     


    

 


(i) In
addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser
and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages
may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence
and hereby agree to waive in any action for specific performance of any such obligation (other than in connection with any action
for a temporary restraining order) the defense that a remedy at law would be adequate.


 


(j) This
Subscription Agreement may be terminated and the sale and purchase of the Units abandoned at any time prior to the applicable closing
by either the Company or the Purchaser upon written notice to the other, if the closing has not been consummated on or prior to
5:00 P.M., New York City time, on the Termination Date; provided, however, that the right to terminate this Agreement under this
section shall not be available to any person whose failure to comply with its obligations under this Subscription Agreement has
been the cause of or resulted in the failure of the applicable closing to occur on or before such time. Nothing in this section
shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Subscription
Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party
of its obligations under this Subscription Agreement or the other Transaction Documents. Upon a termination in accordance with
this section, the Company and the Purchaser shall not have any further obligation or liability (including arising from such termination)
to the other.


 


[The below is
intended to be blank]


 




    14


     


    

 


SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT


 


As
of the date first written above, Purchaser hereby elects to subscribe under the Subscription Agreement for a total of __________
Units at a price of $2.50 per Unit (NOTE: to be completed by Purchaser) and executes the Subscription Agreement.


 


 






 




If the Purchaser is an
INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, as COMMUNITY PROPERTY, or as an INDIVIDUAL RETIREMENT ACCOUNT:


 





	 	 	 
	Print Name(s)	 	Social Security Number(s)
	 	 	 
	  	 	
	Signature(s) of Subscriber(s)	 	Signature
	 	 	 
	 	 	 
	Date	 	Address
		 	 
	 	 	 
	Email Address	 	 




 


If the Purchaser is a
PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST:


 


	 	 	 
	Name of Partnership,	 	Federal Taxpayer
	Corporation, Limited	 	Identification Number
	Liability Company or Trust	 	 




 


	By:	 	 	 
	 	Name:	 	State of Organization
	 	Title:	 	 




 


	 	 	 
	Date	 	Address
	 	 	 
	 	 	 
	Email Address	 	 




 


	NEUROONE MEDICAL TECHNOLOGIES CORPORATION	 
	 	 	 
	By:	                                           	 
	Name:	 	 
	Title:	 	 




 




     


     


    

 


Schedule 1


 


To subscribe for Units in the private offering of NeuroOne
Medical Technologies Corporation:


 


		1.	Fill in the number of Units being purchased and Complete and Sign the Signature Page
of the Subscription Agreement.



 


		2.	Initial and Complete the Accredited Investor Certification page attached to this letter.



 


		3.	Send all executed documents and payment to:



 


		●	Account Name: NeuroOne Medical Technologies Corporation 



 


		●	Company Address: 10006 Liatris Lane Eden Prairie, MN 55347



 


		●	Account Number: 7078027



 


		●	Bank: Square 1 Bank, 111 S Corcoran St, Durham, NC 27701



 


		●	Routing Number: 053112615



 


		●	SWIFT Code: SQARUS33



 





	 	FBO:	Investor Name
	 	 	Social Security Number
	 	 	Address







 




     


     


    

 


Annex A


Form of Registration Rights Agreement


 




     


     


    

 


Annex B


NEUROONE MEDICAL TECHNOLOGIES CORPORATION


ACCREDITED INVESTOR CERTIFICATION


 


For Individual Investors Only


(all Individual Investors must INITIAL
where appropriate):


 


	Initial	 	 	I have a net worth in excess of $1 million, either individually or through aggregating my individual holdings and those in which I have a joint, community property or other similar shared ownership interest with my spouse. For purposes of the foregoing net worth calculation, I have excluded the value of my/our primary residence, after deducting any mortgage securing such primary residence.
	 	 	 
	Initial	 	 	I have had an annual gross income for the past two years of at least $200,000 (or $300,000 jointly with my spouse) and expect my income (or joint income, as appropriate) to reach the same level in the current year.
	 	 	 
	Initial	 	 	I am a director or executive officer of NeuroOne Medical Technologies Corporation.
	 	 	 


For Non-Individual Investors


(all Non-Individual Investors must INITIAL
where appropriate):


 


	Initial	 	 	The investor certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by persons who meet at least one of the criteria for Individual Investors set forth above.
	 	 	 
	Initial	 	 	The investor certifies that it is a partnership, corporation, limited liability company or business trust that has total assets of at least $5 million and was not formed for the purpose of investing in the Company.
	 	 	 
	Initial	 	 	The investor certifies that it is an employee benefit plan whose investment decision is made by a plan fiduciary (as defined in ERISA §3(21)) that is a bank, savings and loan association, insurance company or registered investment adviser.
	 	 	 
	Initial	 	 	The investor certifies that it is an employee benefit plan whose total assets exceed $5,000,000 as of the date of this Agreement.
	 	 	 
	Initial	 	 	The undersigned certifies that it is a self-directed employee benefit plan whose investment decisions are made solely by persons who meet either of the criteria for Individual Investors.
	 	 	 
	Initial	 	 	The investor certifies that it is a U.S. bank, U.S. savings and loan association or other similar U.S. institution acting in its individual or fiduciary capacity.
	 	 	 
	Initial	 	 	The undersigned certifies that it is a broker-dealer registered pursuant to §15 of the Securities Exchange Act of 1934.
	 	 	 
	Initial	 	 	The investor certifies that it is an organization described in §501(c)(3) of the Internal Revenue Code with total assets exceeding $5,000,000 and not formed for the specific purpose of investing in the Company.
	 	 	 
	Initial	 	 	The investor certifies that it is a trust with total assets of at least $5,000,000, not formed for the specific purpose of investing in the Company, and whose purchase is directed by a person with such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment. 
	 	 	 
	Initial	 	 	The investor certifies that it is a plan established and maintained by a state or its political subdivisions, or any agency or instrumentality thereof, for the benefit of its employees, and which has total assets in excess of $5,000,000.
	 	 	 
	Initial	 	 	The investor certifies that it is an insurance company as defined in §2(a)(13) of the Securities Act, or a registered investment company. 
	 	 	 


 


		 	
	Investor Signature	 	Date




 




     


     


    

 


Annex C


Form of Warrant