Exhibit 4.04


 


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 “Underwriter 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 one of the Underwriter
Warrants to purchase Common Stock (this “Warrant”) issued pursuant to (i) Section 3(c) of 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 Section
3(c) of the Underwriting Agreement (collectively, the “Underwriter 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 Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization)
of any Notice of Exercise form be required. On or prior to the Trading Day immediately preceding the applicable Share Delivery
Date (as defined below), the Holder shall either (A) 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 or (B) if the provisions of Section 1(d) are applicable, by notifying
the Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined 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 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, 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 reported by Bloomberg) 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. The Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash
payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect
instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the
following formula (a “Cashless Exercise”):


 





	 	Net
Number = 	(A - B) (X)	 
	 	 	(A)	 



 


For
purposes of the foregoing formula:


 


	 	A= 	the VWAP for the three (3) consecutive Trading Days
ending on the date immediately preceding the date of the Exercise Notice.
	 	 	 
	 	B= 	the Exercise Price then in effect for the applicable
Warrant Shares at the time of such exercise.
	 	 	 
	 	X= 	the total number of shares with respect to which this
Warrant is then being exercised.




 


(e) Rule
144. For purposes of Rule 144(d) promulgated under the under the Securities Act of 1933, as amended, as in effect on the date
hereof, assuming the Holder is not an affiliate of the Company, it is intended that the Warrant Shares issued in a Cashless Exercise
shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced,
on the Issuance Date.


 


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


 






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


 


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.


 


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 Underwriter Warrants in exchange for such Underwriter 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 Underwriter Warrant or Underwriter 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 Underwriter 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 Underwriter 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.


 






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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 Underwriter Warrants and be binding upon all registered
holders of such Underwriter Warrants.


 






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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.


  


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


 






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


 


15.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) “Bloomberg”
means Bloomberg Financial Markets.


 


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


 






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(c) “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.


 


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


 


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


 


(f) “Expiration
Date” means the fifth (5th) anniversary of the date of effectiveness of the registration statement filed
on Form S-1 (File No. 333-224715) or, if such date falls on a day other than a Trading Day or on which trading does not take place
on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal
securities exchange or securities market on which the Common Stock is then traded (a “Holiday”), the next date
that is not a Holiday.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


[Signature
Page Follows]


 




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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:	 	 



 






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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