Exhibit 4.2


 


MYOMO,
INC.


 


INVESTOR
WARRANT


 


Investor Warrant
No. __


 


Date of Issuance: [●],
2017 (“Issuance Date”)


 


Myomo,
Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, [●], 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 exercise of this Investor Warrant to purchase Common Stock (including any Investor
Warrants to purchase Common Stock issued in exchange, transfer or replacement hereof, this “Investor Warrant”),
at any time or times on or after the Issuance Date (the “Initial Exercisability Date”), but not after 11:59
p.m., New York time, on [ ], 2022 (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock
(as defined below) (the “Investor Warrant Shares”). Except as otherwise defined herein, capitalized
terms in this Investor Warrant shall have the meanings set forth in Section 16. This Investor Warrant is one of the Investor
Warrants to purchase Common Stock (the “Investor Warrants”) issued pursuant to the Underwriting Agreement,
dated as of [●], 2017, by and among the Company and the underwriter named therein (the “Underwriting Agreement”).


 


1. EXERCISE
OF WARRANT.


 


(a)
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth
in Section 1(f) and (g)), this Investor Warrant may be exercised by the Holder on any day on or after the Initial Exercisability
Date, in whole or in part, by delivery (whether via facsimile or e-mail to the Company) of a written notice, in the form attached
hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise
this Investor Warrant. Within the number of Trading Days comprising the Standard Settlement Period following the date of exercise
as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of
such exercise multiplied by the number of Investor Warrant Shares as to which this Investor Warrant was so exercised (the “Aggregate
Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company
in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)). No ink-original
Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise
Notice form be required by the Company. Execution and delivery of an Exercise Notice with respect to less than all of the Investor
Warrant Shares shall have the same effect as cancellation of the original of this Investor Warrant and issuance of a new Investor
Warrant evidencing the right to purchase the remaining number of Investor Warrant Shares. Execution and delivery of an Exercise
Notice for all of the then-remaining Investor Warrant Shares shall have the same effect as cancellation of the original of this
Investor Warrant after delivery of the Investor Warrant Shares in accordance with the terms hereof. On or before the first (1st)
Trading Day following the date on which the Company has received an Exercise Notice, the Company shall transmit by facsimile an
acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B,
to the Holder and the Company’s transfer agent (the “Transfer Agent”). Within the number of Trading Days
comprising the Standard Settlement Period following the date of exercise as aforesaid, the Company shall, (X) provided that the
Investor Warrant Shares are subject to an effective registration statement (or this Investor Warrant is being exercised pursuant
to the Cashless Exercise provision and an exemption from registration is then available) Transfer Agent is participating in The
Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, 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 at Custodian system, or (Y) if a registration
statement is not then available for the resale of the Investor Warrants, the Holder is not utilizing Cashless Exercise and the
Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or,
at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by
reputable overnight courier to the address as specified in the applicable Exercise Notice, provide evidence that the Investor
Warrant Shares have been registered in the Company’s share register in the name of the Holder or its designee (as indicated
in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such
exercise. Upon delivery of an Exercise Notice, the Holder shall be deemed for all corporate purposes to have become the holder
of record of the Investor Warrant Shares with respect to which this Investor Warrant has been exercised, irrespective of the date
such Investor Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the evidence of such Investor
Warrant Shares (as the case may be). If this Investor Warrant is submitted in connection with any exercise pursuant to this Section 1(a)
and the number of Investor Warrant Shares represented by this Investor Warrant submitted for exercise is greater than the number
of Investor Warrant Shares being acquired upon an exercise, then, at the request of the Holder, the Company shall as soon as practicable
and in no event later than the number of Trading Days comprising the Standard Settlement Period after any exercise and at its
own expense, issue and deliver to the Holder (or its designee) a new Investor Warrant (in accordance with Section 7(d)) representing
the right to purchase the number of Investor Warrant Shares purchasable immediately prior to such exercise under this Investor
Warrant, less the number of Investor Warrant Shares with respect to which this Investor Warrant is exercised. No fractional shares
of Common Stock are to be issued upon the exercise of this Investor Warrant, but rather the number of shares of Common Stock to
be issued shall be rounded up to the nearest whole number. The Company shall pay any and all fees which may be payable with respect
to the issuance and delivery of Investor Warrant Shares upon exercise of this Investor Warrant. The Holder and any assignee,
by acceptance of this Investor Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the
purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given
time may be less than the amount stated on the face hereof.


 



     


     


    

 


For
the avoidance of doubt, subject to the last sentence of Section 1(g) hereof, there is no circumstance that would require the Company
to net cash settle this Investor Warrant.


 


(b)
Exercise Price. For purposes of this Investor 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 within the number of Trading Days comprising the Standard Settlement Period following the date of exercise as set
forth in clause (a) above (such earlier date, the “Share Delivery Deadline”), 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 Investor Warrant (as the case may be) (a “Delivery Failure”),
then, in addition to all other remedies available to the Holder, the Company shall pay in cash to the Holder on each day after
such Share Delivery Deadline that the issuance of such shares of Common Stock is not timely effected an amount equal to 1% of
the product of (A) the aggregate number of shares of Common Stock not issued to the Holder on a timely basis and to which the
Holder is entitled and (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible
date on which the Company could have issued such shares of Common Stock to the Holder without violating Section 1(a).  In
addition to the foregoing, if on or prior to the Share Delivery Deadline, the Company shall fail to register such shares of Common
Stock on the Company’s share register or credit the Holder’s balance account with DTC for the number of shares of
Common Stock to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be), and if on or after
such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Holder of all or any portion of the number of shares of Common Stock, or a sale of a number of
shares of Common Stock equal to all or any portion of the number of shares of Common Stock, issuable upon such exercise that the
Holder so anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, the Company
shall, within three (3) Business Days after the Holder’s 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 and other out-of-pocket
expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect,
or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue
and deliver such certificate or credit the Holder’s balance account with DTC for the number of shares of Common Stock to
which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) (and to issue such shares of Common
Stock) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates
representing such shares of Common Stock or credit the Holder’s balance account with DTC for the number of shares of Common
Stock to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) 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 multiplied
by (B) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable
Exercise Notice and ending on the date of such issuance and payment under this clause (ii).


 



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(d)
Cashless Exercise. Notwithstanding anything contained herein to the contrary (other than Sections 1(f) and 1(g) below),
if at any time, there is no effective registration statement registering, or no current prospectus available for, the resale of
the Investor Warrant Shares by the Holder, the Holder may, in its sole discretion, exercise this Investor 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 x B) - (A x C)


D


 


For
purposes of the foregoing formula:


 


	A = 	the total number of shares with respect to which this Investor Warrant is
    then being exercised.


 


	B = 	the quotient of (x) the sum of the VWAP of the Common Stock of each of the
    ten (10) Trading Days ending at the close of business on the Principal Market immediately prior to the time of exercise as
    set forth in the applicable Exercise Notice, divided by (y) ten (10).


 


	C = 	the Exercise Price then in effect for the applicable Investor Warrant Shares
    at the time of such exercise.


 


	D = 	the VWAP of the Common Stock at the close of business on the Principal Market
    on the date of the delivery of the applicable Exercise Notice.


 


(e)
Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number
of Investor Warrant Shares to be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number
of Investor Warrant Shares that are not disputed and resolve such dispute in accordance with Section 13.


 


(f) Limitations
on Exercises. Notwithstanding anything to the contrary contained in this Investor Warrant, this Investor Warrant shall
not be exercisable by the Holder hereof to the extent (but only to the extent) that after giving effect to such exercise the
Holder (together with any of its affiliates) would beneficially own in excess of 4.99% (the “Maximum
Percentage”) of the Common Stock. To the extent the above limitation applies, the determination of whether
this Investor Warrant shall be exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned
by the Holder or any of its affiliates) and of which such securities shall be convertible, exercisable or exchangeable (as
the case may be, as among all such securities owned by the Holder) shall, subject to such Maximum Percentage limitation, be
determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). No
prior inability to exercise this Investor Warrant pursuant to this paragraph shall have any effect on the applicability of
the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of
this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to
calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the 1934 Act (as defined
in the Purchase Agreement) and the rules and regulations promulgated thereunder. The provisions of this paragraph shall be
implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or
any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership
limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum
Percentage limitation. The limitations contained in this paragraph shall apply to a successor Holder of this Investor
Warrant. The holders of Common Stock shall be third party beneficiaries of this paragraph and the Company may not waive this
paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the written or
oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing to the Holder the
number of shares of Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or
exercisable securities into Common Stock, including, without limitation, pursuant to this Investor Warrant or securities
issued pursuant to the Purchase Agreement. At any time the Holder may increase or decrease the Maximum Percentage to any
other percentage not in excess of 9.99% as specified in a written notice by the Holder to the Company (subject to the
Company’s consent to any such increase, not to be unreasonably withheld); provided that (i) any such increase will not
be effective until the 61st day after such notice is delivered to the Company, and (ii) any such increase or decrease will
apply only to the Holder sending such notice and not to any other holder of the Investor Warrants.


 



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(g)
Insufficient Authorized Shares. The Company shall at all times keep reserved for issuance under this Investor Warrant a
number of shares of Common Stock at least equal to 125% of the maximum number of shares of Common Stock as shall be necessary
to satisfy the Company’s obligation to issue shares of Common Stock hereunder (without regard to any limitation otherwise
contained herein with respect to the number of shares of Common Stock that may be acquirable upon exercise of this Investor Warrant).
If, notwithstanding the foregoing, and not in limitation thereof, at any time while any of the Investor Warrants remain outstanding
the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to
reserve for issuance upon exercise of the Investor Warrants at least a number of shares of Common Stock (the “Required
Reserve Amount”) equal to the number of shares of Common Stock as shall from time to time be necessary to effect the
exercise of all of the Investor Warrants then outstanding (an “Authorized Share Failure”), then the Company
shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient
to allow the Company to reserve the Required Reserve Amount for all the Investor Warrants then outstanding. Without limiting the
generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure,
but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting
of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such
meeting, the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit
its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to
recommend to the stockholders that they approve such proposal. In the event that the Company is prohibited from issuing shares
of Common Stock upon an exercise of this Investor Warrant due to the failure by the Company to have sufficient shares of Common
Stock available out of the authorized but unissued shares of Common Stock (such unavailable number of shares of Common Stock,
the “Authorization Failure Shares”), in lieu of delivering such Authorization Failure Shares to the Holder,
the Company shall pay cash in exchange for the cancellation of such portion of this Investor Warrant exercisable into such Authorized
Failure Shares at a price equal to the sum of (i) the product of (x) such number of Authorization Failure Shares and (y) the greatest
Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date the Holder delivers the applicable
Exercise Notice with respect to such Authorization Failure Shares to the Company and ending on the date of such issuance and payment
under this Section 1(g), and (ii) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common
Stock to deliver in satisfaction of a sale by the Holder of Authorization Failure Shares, any brokerage commissions and other
out-of-pocket expenses, if any, of the Holder incurred in connection therewith.


 


2. ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF INVESTOR WARRANT SHARES. The Exercise Price and number of Investor Warrant Shares issuable
upon exercise of this Investor Warrant are subject to adjustment from time to time as set forth in this Section 2.


 


(a) Voluntary
Adjustment By Company. The Company may at any time during the term of this Warrant reduce the then current Exercise Price
to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 


(b)
Stock Dividends and Splits. Without limiting any provision of Section 4, if the Company, at any time on or after the
date of the Purchase Agreement, (i) pays a stock dividend on one or more classes of its then outstanding shares of Common Stock
or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides (by
any stock split, stock dividend, recapitalization or otherwise) one or more classes of its then outstanding shares of Common Stock
into a larger number of shares or (iii) combines (by combination, reverse stock split or otherwise) one or more classes of its
then outstanding shares of Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be multiplied
by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and
of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment
made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph
shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment
under this paragraph occurs during the period that an Exercise Price is calculated hereunder, then the calculation of such Exercise
Price shall be adjusted appropriately to reflect such event.


 


(c)
Number of Investor Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (b) of
this Section 2, the number of Investor Warrant Shares that may be purchased upon exercise of this Investor Warrant shall
be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the
adjusted number of Investor Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such
adjustment (without regard to any limitations on exercise contained herein).


 



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(d)
Calculations. All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100th of
a share, as applicable; provided that any individual adjustments below one cent or 1/100th of a share that arise from one
or more related transactions shall be aggregated for purposes of determining the appropriate adjustment hereunder. The number
of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company,
and the disposition of any such shares shall be considered an issue or sale of Common Stock.


 


3. RIGHTS
UPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 above, if the Company 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,
property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other
similar transaction) (a “Distribution”), at any time after the issuance of this Investor Warrant, then, in
each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have
participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Investor
Warrant (without regard to any limitations on exercise hereof, including without limitation, the Maximum Percentage) immediately
before the date on 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 (provided, however, to the extent
that the Holder’s right to participate in any such Distributions would result in the Holder exceeding the Maximum Percentage,
then the Holder shall not be entitled to participate in such Distribution to such extent (or the beneficial ownership of any such
shares of Common Stock as a result of such Distribution to such extent) and such Distribution to such extent shall be held in
abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding
the Maximum Percentage).


 


4. FUNDAMENTAL TRANSACTIONS.


 


(a)
 Fundamental Transactions. If, at any time while this Warrant is outstanding there is a Fundamental Transaction, then
the Holder shall have the right to exercise the Warrant concurrent with the closing of the Fundamental Transaction and receive,
the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such
Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant
Shares then issuable upon exercise in full of this Warrant (the "Alternate Consideration"). For purposes of any
such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration
based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction,
and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative
value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate
Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The terms of any agreement
pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to
comply with the provisions of this paragraph (a) and insuring that the Warrant (or any such replacement security) will be similarly
adjusted upon any subsequent transaction analogous to a Fundamental Transaction. For the avoidance of doubt, except as expressly
set forth in this Section 4(a), in no event does this agreement result in the Company having an obligation to issue cash or other
assets to the holder.


 



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(b) Application. The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions
and shall be applied as if this Investor Warrant (and any such subsequent warrants) were fully exercisable and without regard
to any limitations on the exercise of this Investor Warrant (provided that the Holder shall continue to be entitled to the benefit
of the Maximum Percentage, applied however with respect to shares of capital stock registered under the 1934 Act and thereafter
receivable upon exercise of this Investor Warrant (or any such other warrant)).


 


5. NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation (as defined
in the Purchase Agreement), Bylaws (as defined in the Purchase Agreement) 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 Investor Warrant, and will at all times in good faith carry out all
the provisions of this Investor Warrant and take all action 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 Investor 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 non-assessable shares of Common Stock upon
the exercise of this Investor Warrant, and (iii) shall, in accordance with Section 1(g) above, so long as any of the Investor
Warrants are 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 the Investor Warrants, the maximum number of shares of Common
Stock as shall from time to time be necessary to effect the exercise of the Investor Warrants 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 its capacity as a
holder of this Investor 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 Investor Warrant be construed to confer upon the Holder, solely
in its capacity as the Holder of this Investor 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 Investor Warrant Shares which it is then entitled to receive upon the due exercise of this Investor
Warrant. In addition, nothing contained in this Investor Warrant shall be construed as imposing any liabilities on the Holder
to purchase any securities (upon exercise of this Investor 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.


 



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7. REISSUANCE
OF WARRANTS.


 


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


 


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


 


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


 


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


 



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8. NOTICES.
Whenever notice is required to be given under this Investor Warrant, unless otherwise provided herein, such notice shall be given
in accordance with Section 9(f) of the Purchase Agreement. The Company shall provide the Holder with prompt written notice
of all actions taken pursuant to this Investor 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) immediately
upon each adjustment of the Exercise Price and the number of Investor Warrant Shares, setting forth in reasonable detail, and
certifying, the calculation of such adjustment(s) and (ii) at least fifteen (15) days prior to the date on which the Company takes
action with respect to Section 2, 3, or 4, provided that such information shall be made known to the public prior to or in conjunction
with such notice being provided to the Holder. To the extent that any notice provided hereunder constitutes, or contains, material,
non-public information regarding the Company or any of its Subsidiaries, the Company shall simultaneously file such notice with
the SEC (as defined in the Purchase Agreement) pursuant to a Current Report on Form 8-K. It is expressly understood and agreed
that the time of execution specified by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged
by the Company.


 


9. AMENDMENT
AND WAIVER. Except as otherwise provided herein, the provisions of this Investor Warrant (other than Section 1(f)) 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 Holder. No waiver shall be effective unless it is in writing and
signed by an authorized representative of the waiving party.


 


10. SEVERABILITY.
If any provision of this Investor 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 Investor Warrant so long as this Investor 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).


 



    	 	7	 



     


    

 


11. GOVERNING
LAW. This Investor Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning
the construction, validity, interpretation and performance of this Investor Warrant shall be governed by, the internal laws of
the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of
New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of
New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The
City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is improper. 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 or to enforce a judgment or other court ruling in favor of the Holder. THE
COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY
DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS INVESTOR WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


12. CONSTRUCTION;
HEADINGS. This Investor 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 Investor Warrant are for convenience of reference and shall not
form part of, or affect the interpretation of, this Investor Warrant. Terms used in this Investor Warrant but defined in the other
Transaction Documents shall have the meanings ascribed to such terms on the Closing Date (as defined in the Purchase Agreement)
in such other Transaction Documents unless otherwise consented to in writing by the Holder.


 


13. DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Exercise Price, the Closing Sale Price, the Bid Price
or fair market value or the arithmetic calculation of the number of Investor Warrant Shares (as the case may be), the Company
or the Holder (as the case may be) shall submit the disputed determinations or arithmetic calculations (as the case may be) via
facsimile (i) within two (2) Business Days after receipt of the applicable notice giving rise to such dispute to the Company or
the Holder (as the case may be) or (ii) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances
giving rise to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation (as the
case may be) of the Exercise Price, the Closing Sale Price, the Bid Price or fair market value or the number of Investor Warrant
Shares (as the case may be) within three (3) Business Days of such disputed determination or arithmetic calculation being submitted
to the Company or the Holder (as the case may be), then the Company shall, within two (2) Business Days submit via facsimile (a)
the disputed determination of the Exercise Price, the Closing Sale Price, the Bid Price or fair market value (as the case may
be) to an independent, reputable investment bank selected by the Holder that is reasonably acceptable to the Company or (b) the
disputed arithmetic calculation of the number of Investor Warrant Shares to an independent, outside accountant selected by the
Holder that is reasonably acceptable to the Company. The Company shall cause at its expense the investment bank or the accountant
(as the case may be) to perform the determinations or calculations (as the case may be) and notify the Company and the Holder
of the results no later than ten (10) Business Days from the time it receives such disputed determinations or calculations (as
the case may be). Such investment bank’s or accountant’s determination or calculation (as the case may be) shall be
binding upon all parties absent demonstrable error.


 



    	 	8	 



     


    

 


14. REMEDIES,
CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Investor Warrant shall
be cumulative and in addition to all other remedies available under this Investor Warrant and the other Transaction Documents,
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 and consequential damages for any failure by the Company to comply with the terms of
this Investor Warrant. The Company covenants to the Holder that there shall be no characterization concerning this instrument
other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, exercises and the
like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided
herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may
be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Investor
Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity
of showing economic loss and without any bond or other security being required. The Company shall provide all information and
documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with
the terms and conditions of this Investor Warrant (including, without limitation, compliance with Section 2 hereof). The
issuance of shares and certificates for shares as contemplated hereby upon the exercise of this Investor Warrant shall be made
without charge to the Holder or such shares for any issuance tax or other costs in respect thereof, provided that the Company
shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of
any certificate in a name other than the Holder or its agent on its behalf.


 


15. TRANSFER.
This Investor Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company, except as may
otherwise be required by Section 4.1(a) of the Purchase Agreement.


 


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


 


(a) “Bid
Price” means, for any security as of the particular time of determination, the bid price for such security on the Principal
Market as reported by Bloomberg as of such time of determination, or, if the Principal Market is not the principal securities
exchange or trading market for such security, the bid price of such security on the principal securities exchange or trading market
where such security is listed or traded as reported by Bloomberg as of such time of determination, or if the foregoing does not
apply, the bid price of such security in the over-the-counter market on the electronic bulletin board for such security as reported
by Bloomberg as of such time of determination, or, if no bid price is reported for such security by Bloomberg as of such time
of determination, the average of the bid prices of any market makers for such security as reported in the “pink sheets”
by OTC Markets Group Inc. as of such time of determination. If the Bid Price cannot be calculated for a security as of the particular
time of determination on any of the foregoing bases, the Bid Price of such security as of such time of determination 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 in accordance with the procedures in Section 13.
All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar
transaction during such period.


 



    	 	9	 



     


    

 


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


 


(c)
 “Closing Sale Price” means, for any security as of any date, the
last closing trade price for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins
to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security
prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange
or trading market for such security, the last trade price of such security on the principal securities exchange or trading market
where such security is listed or traded as reported by Bloomberg, or if the foregoing does not apply, the last trade price of
such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or,
if no last trade price is reported for such security by Bloomberg, the average of the ask prices of any market makers for such
security as reported in the “pink sheets” by OTC Markets Group Inc.. If the Closing Sale Price cannot be calculated
for a security on a particular date on any of the foregoing bases, the Closing Sale 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 in accordance with the procedures in Section 13.
All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar
transaction during such period.


 


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


 


(e)
 “Convertible Securities” means any stock or other security (other
than Options) that is at any time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable
for, or which otherwise entitles the holder thereof to acquire, any shares of Common Stock.


 


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


 



    	 	10	 



     


    

 


(g) “Fundamental
Transaction” means that (i) the Company or any of its Subsidiaries shall, directly or indirectly, in one or more related
transactions, (1) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation)
any other Person, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its
respective properties or assets to any other Person, or (3) allow any other Person to make a purchase, tender or exchange offer
that is accepted by the holders of more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares
of Voting Stock of the Company 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 (4) consummate a stock or share purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other
Person whereby such other Person acquires more than 50% of the outstanding shares of Voting Stock of the Company (not including
any shares of Voting Stock of the Company 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 or share purchase agreement or other business combination), or (ii) any
“person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934
Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in
Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and
outstanding Voting Stock of the Company.


 


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


 


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


 


(j)
 “Principal Market” means the NYSE American.


 


(k) “Standard
Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s
primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Exercise Notice.


 


(l)
“Trading Day” means any day on which the Common Stock is 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 is then traded, provided that “Trading Day” shall not include any day on which the Common
Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is 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) unless such
day is otherwise designated as a Trading Day in writing by the Holder.


 


(m)
“Voting Stock” of a Person means capital stock of such Person of the class or classes pursuant to which the
holders thereof have the general voting power to elect, or the general power to appoint, at least a majority of the board of directors,
managers or trustees of such Person (irrespective of whether or not at the time capital stock of any other class or classes shall
have or might have voting power by reason of the happening of any contingency).


 


(n)
“VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security on
the Principal Market (or, if the Principal Market is not the principal trading market for such security, then on the principal
securities exchange or securities market on which such security is then traded) during the period beginning at 9:30:01 a.m., New
York time, and ending at 4:00:00 p.m., New York time, 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, and ending at 4:00:00
p.m., New York time, 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 Group Inc. (formerly Pink Sheets LLC). If VWAP cannot
be calculated for such security on such date on any of the foregoing bases, the VWAP 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 in accordance with the procedures in Section 13.
All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar
transaction during such period.


 


[signature
page follows]


 




    	 	11	 



     


    

 


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


 


	 	MYOMO, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	12	 



     


    

 


EXHIBIT A


 


EXERCISE NOTICE


 


TO BE EXECUTED
BY THE REGISTERED HOLDER TO EXERCISE THIS


WARRANT TO
PURCHASE COMMON STOCK


 


MYOMO, INC.


 


The
undersigned holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Investor
Right Shares”) of Myomo, Inc., a Delaware corporation (the “Company”), evidenced by Investor Right
to Purchase Common Stock No. _______ (the “Investor Right”). Capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Investor Right.


 


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


 


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


 


	 	____________	a “Cashless Exercise” with respect to _______________ Investor Right 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
Investor Right 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 Investor Right.


 


3.
Delivery of Investor Right Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ Investor
Right Shares in accordance with the terms of the Investor Right. Delivery shall be made to Holder, or for its benefit, to
the following address:


 


	
        Date: _____________ __,

         

        Name of Registered Holder
	 
	By:	 
	Name:	 
	Title:	 




 



    	 	13	 



     


    

 


EXHIBIT B


 


ACKNOWLEDGMENT


 


The
Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number
of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 201_, from the Company and acknowledged
and agreed to by _______________.


 


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


 


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