Exhibit 4.3


 





SECOND
AMENDMENT TO CONVERTIBLE PROMISSORY NOTE


 


This
Second Amendment to Convertible Promissory Note (this “Amendment”)
is made effective as of this [         ]th day of November, 2017, by and between NeuroOne
Medical Technologies Corporation, a Delaware corporation (the “Company”), and each of those
persons and entities, severally and not jointly, who are holders of the Company’s Convertible Promissory Notes (each, a
“Holder” and collectively, the “Holders”).


 


Background


 


The
Company and the Holders entered into Subscription Agreements originally dated as of November 21, 2016 (the “Subscription
Agreements”). Pursuant to the terms and conditions of the Subscription Agreements, the Company issued to the Holders
Convertible Promissory Notes (the “Notes”) and capital stock purchase warrants.


 


Pursuant
to the consent of the holders of a majority in original aggregate principal amount of the Related Notes pursuant to Section 8.6
of the Notes, the Notes are hereby amended as follows:


 


Terms
and Conditions


 


1. Maturity
Date. The definition of “Maturity Date” in Section 1.1 of the Notes is hereby deleted in its entirety
and replaced with:


 


“Maturity
Date” shall mean July 31, 2018.


 


2. Conversion
Date. The definition of “Conversion Date” in Section 1.1 of the Notes is hereby deleted in its
entirety and replaced with:


 


“Conversion
Date” means the date of conversion of the Note pursuant to Section 3.1(a) or 3.1(b) of the Note.


 


3. Warrants. Section
3.1(d) of the Notes is hereby deleted in its entirety and replaced with:


 


Warrants.
In connection with the issuance of this Note and pursuant to the Subscription Agreement, the Holder shall receive a Warrant
with the option to purchase, on the Conversion Date of this Note, up to that number of shares of capital stock of the Company
equal to the number of shares of such capital stock received by the Holder upon the conversion of this Note at a per share exercise
price equal to (i) the actual per share price of New Round Stock, if the Note converted pursuant to Section 3.1(a) of this Note,
or (ii) the price at which the Note so converted, if the Note converted pursuant to Section 3.1(b) of this Note.


 


4. Subordination. Section
7 is hereby deleted in its entirety and replaced with “Reserved.”


 


5. Notice
to Transferees. Pursuant to Section 8.6 of the Notes, this Amendment shall be binding on all holders of the
Notes, even if they do not execute such consent, amendment or waiver. The terms of this Amendment shall be binding upon and
shall inure to the benefit of any successors or permitted assigns of the Company and the Holders and of the Shares issued or
issuable upon the conversion of the Notes. Any successor, permitted assign or transferee of the Note after the date hereof
shall be deemed to have acquired the Note as amended by this Amendment.





 


6. Construction. Unless
otherwise defined herein, capitalized terms shall have the meanings set forth in the Subscription Agreements and the Notes,
as the case may be. The terms of this Amendment amend and modify the Subscription Agreements and the Notes as if fully set
forth in the Subscription Agreements and the Notes. If there is any conflict between the terms, conditions and obligations of
this Amendment and the Subscription Agreements or the Notes, this Amendment’s terms, conditions and obligations
shall control. All other provisions of the Subscription Agreements and the Notes not specifically modified by this Amendment
are preserved.


 




     


     


    

 


In
Witness Whereof, this Second Amendment to
Convertible Promissory Notes is made effective as of the date first set forth above.


 





	THE COMPANY:	 
	 	 
	NeuroOne Medical 	 
	Technologies Corporation	 
	 	 	 
	By:	 	 
	Name:	David A. Rosa	 
	Title:	Chief Executive Officer	 







  


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 





Signature
Page to Second Amendment to Convertible Promissory Notes