Exhibit
4.1


 


Form
of Underwriter’s Warrant


 


THE
REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE
WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN,
PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE LATER OF THE EFFECTIVE DATE
(AS DEFINED BELOW) OR THE COMMENCEMENT OF SALES OF THE OFFERING TO WHICH THIS PURCHASE WARRANT RELATES TO ANYONE OTHER THAN (I)
ROTH CAPITAL PARTNERS, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER
OR PARTNER OF ROTH CAPITAL PARTNERS, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.


 


THIS
PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS 180 DAYS FROM THE EFFECTIVE DATE OF THE OFFERING].
VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS THREE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].


 


COMMON
STOCK PURCHASE WARRANT


 


For
the Purchase of [_____] Common Shares


of


MYOMO,
INC.


 


1. Purchase
Warrant. THIS CERTIFIES THAT, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
Roth Capital Partners, LLC (“Holder”), as registered owner of this Purchase Warrant, is entitled, at any time
or from time to time from [________________] [DATE THAT IS ONE HUNDRED EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]
(the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS THREE
YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”Expiration Date”), but not thereafter, to subscribe
for, purchase and receive, in whole or in part, up to [____] (the “Shares”) of common stock, par value $0.0001
per share (the “Common Stock”), of Myomo, Inc., a Delaware corporation (the “Company”),
subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized
or required by law or executive order to close, then this Purchase Warrant may be exercised on the next succeeding day which is
not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to
take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $[●] per Share
[equal to the price of the shares sold in the Offering]; provided, however, that upon the occurrence of any
of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share
and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. This Purchase Warrant is being
issued in connection with a public offering of shares of Common Stock pursuant to the Company’s registration statement on
Form S-1 (File No.: 333-_______) (the “Offering”). The term “Exercise Price” shall mean
the initial exercise price or the adjusted exercise price, depending on the context. As used herein, “Effective Date”
means the date on which the Shares being sold in the Offering first become legally eligible for distribution to the public as
determined in accordance with FINRA Conduct Rule 5110(a)(12).


 






    	 	 	 



     


    

 


2. Exercise.


 


2.1 Exercise
Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and
delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased
payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check
or official bank check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time,
on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented
hereby shall cease and expire.


 


2.2 Cashless
Exercise.  If at any time there is no effective registration statement registering, or no current prospectus available
for, the resale of the Shares by the Holder, the Holder may, in its sole discretion, in lieu of exercising this Purchase Warrant
by payment of cash or check payable to the order of the Company pursuant to Section 2.1 above, Holder may elect to receive the
number of Shares equal to the value of this Purchase Warrant (or the portion thereof being exercised), by surrender of this Purchase
Warrant to the Company, together with the exercise form attached hereto, in which event the Company will issue to Holder Shares
in accordance with the following formula:


 





	X	=	Y(A-B)	 
	 	 	A	 


 


	Where,	 	 	 
	 	X	=	The number of Shares to be issued to Holder;
	 	Y	=	The number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The fair market value of one Share; and
	 	B	=	The Exercise Price.


 







For
purposes of this Section 2.2, the fair market value of a Share is defined as follows:


 


		(i)	if
                                         the Common Shares are traded on a securities exchange, the value shall be deemed to be
                                         the closing price on such exchange on the trading day prior to the exercise form being
                                         submitted in connection with the exercise of the Purchase Warrant; or



 


		(ii)	if
                                         the Common Shares are actively traded over-the-counter, the value shall be deemed to
                                         be the closing bid on the trading day prior to the exercise form being submitted in connection
                                         with the exercise of the Purchase Warrant; if there is no active public market in the
                                         United States, the value shall be the fair market value thereof, as determined in good
                                         faith by the Company’s Board of Directors.



 






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3. Transfer.


 


The
registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder will not: (a) sell, transfer,
assign, pledge or hypothecate this Purchase Warrant for a period of one hundred eighty (180) days following the later of the Effective
Date or the commencement of sales of the offering to which this Purchase Warrant relates (the later of such dates, the “Transferability
Date”) to anyone other than: (i) Roth Capital Partners, LLC (“Roth”) or an underwriter or a selected
dealer participating in the Offering, or (ii) a bona fide officer or partner of Roth or of any such underwriter or selected dealer,
in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this Purchase Warrant or the securities 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 Purchase Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(g)(2). On and after
the Transferability Date, transfers to others may be made subject to compliance with or exemptions from applicable securities
laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly
executed and completed, together with the Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith.
The Company shall within five (5) Business Days transfer this Purchase Warrant on the books of the Company and shall execute and
deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right
to purchase the aggregate number of Shares purchasable hereunder or such portion of such number as shall be contemplated by any
such assignment. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder
will not sell, transfer, assign, pledge or hypothecate this Purchase Warrant.


 


4. Reserved.


 


5. New
Purchase Warrants to be Issued.


 


5.1 Partial
Exercise. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised in whole or in part. In
the event of the exercise hereof in part only, upon surrender of this Purchase Warrant for cancellation, the Company shall cause
to be delivered to the Holder without charge a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the
Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder as to which this Purchase Warrant
has not been exercised.


 


5.2
 Lost Certificate. Upon receipt by the Company of evidence satisfactory to it
of the loss, theft, destruction or mutilation of this Purchase Warrant and of reasonably satisfactory indemnification or the posting
of a bond, the Company shall execute and deliver a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant
executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation
on the part of the Company.


 


6. Adjustments.


 


6.1 Adjustments
to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant shall
be subject to adjustment from time to time as hereinafter set forth:


 


6.1.1 Share
Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective
day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares,
and the Exercise Price shall be proportionately decreased.


 






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6.1.2
 Aggregation of Shares. If, after the date hereof, and subject to the provisions
of Section 6.3 below, the number of outstanding Shares is decreased by a consolidation, combination, reverse stock split or reclassification
of Shares or other similar event, then, on the effective date thereof, the number of Shares purchasable hereunder shall be decreased
in proportion to such decrease in outstanding Shares, and the Exercise Price shall be proportionately increased.


 


6.1.3
 Replacement of Securities upon Reorganization, etc. In case of any reclassification
or reorganization of the outstanding Shares other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects
the par value of such Shares, or in the case of any merger or consolidation of the Company with or into another corporation (other
than a merger or consolidation in which the Company is the continuing corporation and that does not result in any reclassification
or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the
property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the
Holder of this Purchase Warrant shall have the right thereafter (until the expiration of the right of exercise of this Purchase
Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder (as adjusted pursuant to
this Section 6.1.3) immediately prior to such event, the kind and amount of shares of stock or other securities or property (including
cash) receivable upon such reclassification, reorganization, share reconstruction or amalgamation, or consolidation, or upon a
dissolution following any such sale or transfer, by a Holder of the number of Shares of the Company obtainable upon exercise of
this Purchase Warrant immediately prior to such event; and if any reclassification also results in a change in Shares covered
by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions
of this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations, share reconstructions or amalgamations,
or consolidations, sales or other transfers.


 


6.1.4
 Changes in Form of Purchase Warrant. This form of Purchase Warrant need not be
changed because of any change pursuant to this Section 6.1, and Purchase Warrants issued after such change may state the same
Exercise Price and the same number of Shares as are stated in the Purchase Warrants initially issued pursuant to this Agreement.
The acceptance by any Holder of the issuance of new Purchase Warrants reflecting a required or permissive change shall not be
deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation thereof.


 


6.2
 Substitute Purchase Warrant. In case of any merger or consolidation of the Company
with or into another corporation (other than a merger or consolidation which does not result in any reclassification or change
of the outstanding Shares), the corporation formed by such merger or consolidation shall execute and deliver to the Holder a supplemental
Purchase Warrant providing that the holder of each Purchase Warrant then outstanding or to be outstanding shall have the right
thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise of such Purchase Warrant, the kind
and amount of shares of stock and other securities and property receivable upon such merger or consolidation, by a holder of the
number of Shares of the Company for which such Purchase Warrant might have been exercised immediately prior to such merger or
consolidation, sale or transfer. Such supplemental Purchase Warrant shall provide for adjustments which shall be identical to
the adjustments provided for in this Section 6. The above provision of this Section shall similarly apply to successive mergers
or consolidations.


 






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6.3
 Elimination of Fractional Interests. The Company shall not be required to issue
certificates representing fractions of Shares upon the exercise of the Purchase Warrant, nor shall it be required to issue scrip
or pay cash in lieu of any fractional interests, it being the intent of the parties that all fractional interests shall be eliminated
by rounding any fraction up or down, as the case may be, to the nearest whole number of Shares or other securities, properties
or rights.


 


7.
 Reservation and Listing. The Company shall at all times reserve and keep available
out of its authorized Shares, solely for the purpose of issuance upon exercise of the Purchase Warrants, such number of Shares
or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that,
upon exercise of the Purchase Warrants and payment of the Exercise Price therefor, in accordance with the terms hereby, all Shares
and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject
to preemptive rights of any shareholder. As long as the Purchase Warrants shall be outstanding, the Company shall use its commercially
reasonable efforts to cause all Shares issuable upon exercise of the Purchase Warrants to be listed (subject to official notice
of issuance) on all national securities exchanges (or, if applicable, on the OTC Markets or any successor trading market) on which
the Shares issued to the public in the Offering may then be listed and/or quoted.


 


8. Certain
Notice Requirements.


 


8.1 Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or
to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a
shareholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any
of the events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice
of such event at least five days prior to the date fixed as a record date or the date of closing the transfer books for the determination
of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled
to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date
of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder
a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice
is given to the shareholders.


 


8.2
 Events Requiring Notice. The Company shall be required to give the notice described
in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of its Shares
for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or
distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution
on the books of the Company, (ii) the Company shall offer to all the holders of its Shares any additional shares of capital stock
of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right
or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with
a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business
shall be proposed. Failure to give such notice shall not invalidate any such action.


 


8.3
 Notice of Change in Exercise Price. The Company shall, promptly after an event
requiring a change in the Exercise Price pursuant to Section 6 hereof, send notice to the Holders of such event and change (“Price
Notice”). The Price Notice shall describe the event causing the change and the method of calculating same and shall
be certified as being true and accurate by the Company’s Principal Financial Officer.


 






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8.4
 Transmittal of Notices. All notices, requests, consents and other communications
under this Purchase Warrant shall be in writing and shall be deemed to have been duly made when hand delivered, or mailed by express
mail or private courier service: (i) if to the registered Holder of the Purchase Warrant, to the address of such Holder as shown
on the books of the Company, or (ii) if to the Company, to following address or to such other address as the Company may designate
by notice to the Holders:


 


If
to the Holder:


 


Roth
Capital Partners, LLC


888
San Clemente Drive


Newport
Beach, CA 92660

Attn: Robert Stephenson


Fax
No.: (949) 720-7223


 


If
to the Company:


 


One
Broadway, 14th Floor


Cambridge,
MA 02142


Attn:
Chief Executive Officer


Fax
No: (617) 886-0333


 


9. Miscellaneous.


 


9.1 Amendments.
The Company and Roth may from time to time supplement or amend this Purchase Warrant without the approval of any of the Holders
in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent
with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the
Company and Roth may deem necessary or desirable and that the Company and Roth deem shall not adversely affect the interest of
the Holders. All other modifications or amendments shall require the written consent of and be signed by the party against whom
enforcement of the modification or amendment is sought.


 


9.2
 Headings. The headings contained herein are for the sole purpose of convenience
of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this
Purchase Warrant.


 


9.3.
 Entire Agreement. This Purchase Warrant (together with the other agreements and
documents being delivered pursuant to or in connection with this Purchase Warrant) constitutes the entire agreement of the parties
hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral
and written, with respect to the subject matter hereof.


 


9.4
 Binding Effect. This Purchase Warrant shall inure solely to the benefit of and
shall be binding upon, the Holder and the Company and their respective successors, assigns and legal representatives, and no other
person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of
this Purchase Warrant or any provisions herein contained.


 






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9.5
 Governing Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant
shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to
conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of,
or relating in any way to this Purchase Warrant shall be brought and enforced in the New York Supreme Court, County of New York,
or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to
recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding
and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable
law, on behalf of its stockholders and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.


 


9.6
 Waiver, etc. The failure of the Company or the Holder to at any time enforce
any of the provisions of this Purchase Warrant shall not be deemed or construed to be a waiver of any such provision, nor to in
any way affect the validity of this Purchase Warrant or any provision hereof or the right of the Company or any Holder to thereafter
enforce each and every provision of this Purchase Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of
the provisions of this Purchase Warrant shall be effective unless set forth in a written instrument executed by the party or parties
against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment
shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.


 


9.7
 Execution in Counterparts. This Purchase Warrant may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original, but
all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts
has been signed by each of the parties hereto and delivered to each of the other parties hereto. Such counterparts may be delivered
by facsimile transmission or other electronic transmission.


 


9.8
 Exchange Agreement. As a condition of the Holder’s receipt and acceptance
of this Purchase Warrant, Holder agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if
the Company and Roth enter into an agreement (“Exchange Agreement”) pursuant to which they agree that all outstanding
Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange
and become a party to the Exchange Agreement.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the ____ day of
September, 2017.


 





	MYOMO, INC.	 
	 	 	 	 
	By:	 	 
	 	Name: 	 	 
	 	Title: 	 	 




 




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[Form
to be used to exercise Purchase Warrant]


 


Date:
__________, 20___


 


The
undersigned hereby elects irrevocably to exercise the Purchase Warrant for ______ shares of Common Stock (the “Shares”)
of Myomo, Inc., a Delaware corporation (the “Company”), and hereby makes payment of $____ (at the rate of $____
per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which this Purchase Warrant is exercised
in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for
which this Purchase Warrant has not been exercised.


 


or


 


The
undersigned hereby elects irrevocably to convert its right to purchase ___ Shares of the Company under the Purchase Warrant for
______ Shares, as determined in accordance with the following formula:








 


 


	 	X	=	Y(A-B)	 
	 	 	 	A	 


 


	 	Where,	 	 	 
	 	 	X	=	The number of Shares to be issued to Holder;
	 	 	Y	=	The number of Shares for which the Purchase Warrant is being exercised;
	 	 	A	=	The fair market value of one Share which is equal to $_____; and
	 	 	B	=	The Exercise Price which is equal to $______ per share


 


The
undersigned agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement
with respect to the calculation shall be resolved by the Company in its sole discretion.


 


Please
issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable,
a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been converted.


 


	 	Signature 	 	 


 


	INSTRUCTIONS FOR REGISTRATION OF SECURITIES	 
	 	 	 
	Name: 	 	 
	 	(Print in Block Letters)	 
	 	 	 
	Address: 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 




 


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