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 [   ], 20221 (subject to adjustment as provided herein) (the “Termination
Date”) 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 (the “Subscription Date”),
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)), 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 Holder has delivered an Exercise Notice, the Company shall transmit by facsimile or
e-mail 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 the 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. While this Investor Warrant is outstanding and exercisable, the Company
shall use a transfer agent that participates in the DTC Fast Automated Securities Transfer Program 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 Investor Warrant Shares hereunder, the number of Investor Warrant Shares available for purchase hereunder
at any given time may be less than the amount stated on the face hereof.


 





 



1
                                         Insert the date of the five year anniversary of the Initial Exercisability Date;
                                         provided that if such date is not a Trading Day, the next succeeding Trading Day.



 






     

     

    

 


For
the avoidance of doubt, subject to the provisions of Sections 1(c) and 1(d) hereof, the last sentence of Section 1(g) and the
provisions of Section 4(a) 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, but in no event later than two Trading Days following a request by the Holder, 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).


 






    	 	2	 



     

    

 


(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)


       B


 


For
purposes of the foregoing formula:


 


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


 


	B
    = 	as
    applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise
    Notice is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day, (2) both executed
    and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours”
    (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day or (3)
    both executed and delivered pursuant to Section 2(a) hereof during “regular trading hours” on a Trading Day, or
    (ii) the VWAP on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such
    Exercise Notice is both executed and delivered pursuant to Section 1(a) hereof after the close of “regular trading hours”
    on such Trading Day.


 


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


 


If
Investor Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section
3(a)(9) of the Securities Act of 1933, as amended, the Investor Warrant Shares shall take on the registered characteristics of
the Investor Warrants being exercised. The Company agrees not to take any position contrary to this Section 2(d).


 


(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.


 






    	 	3	 



     

    

 


(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 and Attribution Parties) 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 or Attribution Parties) 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 Securities Exchange Act of 1934, as amended (the “1934
Act”), 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 Underwriting 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.


 


(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.


 






    	 	4	 



     

    

 


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)
Adjustment Upon Issuance of Common Stock. If and whenever on or after the Subscription Date, the Company issues, sells,
publicly announces the contemplated issuance or sale of, or in accordance with this Section 2 is deemed to have issued or sold,
any shares of Common Stock (including the issuance, sale or public announcement of the issuance or sale, of shares of Common Stock
owned or held by or for the account of the Company, but excluding shares of Common Stock deemed to have been issued or sold by
the Company in connection with any Excluded Securities) for a consideration per share (the “New Issuance Price”)
less than a price (the “Applicable Price”) equal to the Exercise Price in effect immediately prior to such issuance
or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive
Issuance, the Exercise Price then in effect shall be reduced to an amount equal to the New Issuance Price. For purposes of determining
the adjusted Exercise Price under this Section 2(a), the following shall be applicable:


 


(i)
Issuance of Options. If the Company in any manner grants or sells, or the Company publicly announces the issuance or sale
of, any Options and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options
or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Options is less than
the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the
Company at the time of the granting or sale of such Options for such price per share. For purposes of this Section 2(a)(i), the
“lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Options or upon conversion,
exercise or exchange of any Convertible Securities issuable upon exercise of any such Options” shall be equal to the sum
of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common
Stock upon the granting or sale of the Options, upon exercise of the Options and upon conversion, exercise or exchange of any
Convertible Security issuable upon exercise of such Options less any consideration paid or payable by the Company with respect
to such one share of Common Stock upon the granting or sale of such Options, upon exercise of such Options and upon conversion
exercise or exchange of any Convertible Security issuable upon exercise of such Options. No further adjustment of the Exercise
Price shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise
of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible
Securities.


 


(ii)
Issuance of Convertible Securities. If the Company in any manner issues or sells, or the Company publicly announces the
issuance or sale of, any Convertible Securities and the lowest price per share for which one share of Common Stock is issuable
upon the conversion, exercise or exchange thereof is less than the Applicable Price, then such share of Common Stock shall be
deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible
Securities for such price per share. For the purposes of this Section 2(a)(ii), the “lowest price per share for which one
share of Common Stock is issuable upon the conversion, exercise or exchange thereof” shall be equal to the sum of the lowest
amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the
issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security less any consideration
paid or payable by the Company with respect to such one share of Common Stock upon the issuance or sale of such Convertible Security
and upon conversion, exercise or exchange of such Convertible Security. No further adjustment of the Exercise Price shall be made
upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities,
and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of the
Exercise Price has been or is to be made pursuant to other provisions of this Section 2(a), no further adjustment of the Exercise
Price shall be made by reason of such issuance or sale.


 






    	 	5	 



     

    

 


(iii)
Change in Option Price or Rate of Conversion. If the purchase price provided for in any Options, the additional consideration,
if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible
Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases or decreases at any time,
the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price, which would have
been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price,
additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued
or sold. For purposes of this Section 2(a)(iii), if the terms of any Option or Convertible Security that was outstanding as of
the Subscription Date are increased or decreased in the manner described in the immediately preceding sentence, then such Option
or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be
deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 2(a) shall be made
if such adjustment would result in an increase of the Exercise Price then in effect.


 


(iv)
Calculation of Consideration Received. In case any Option is issued in connection with the issuance or sale, or the Company
publicly announces the issuance or sale of Options in connection with the issuance or sale, of other securities of the Company,
together comprising one integrated transaction, (x) the Options will be deemed to have been issued for the Option Value of such
Options and (y) the other securities issued or sold in such integrated transaction shall be deemed to have been issued or sold
for the difference of (I) the aggregate consideration received by the Company less any consideration paid or payable by the Company
pursuant to the terms of such other securities of the Company, less (II) the Option Value of such Options; provided, that if the
value determined pursuant to clause (y) above would result in a value less than the par value of the Common Stock, then the other
securities issued or sold in such integrated transaction shall be deemed to have been issued or sold for the par value of the
Common Stock. If any shares of Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued
or sold for cash, the consideration received therefor will be deemed to be the net amount received by the Company therefor. If
any shares of Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount
of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists
of publicly traded securities, in which case the amount of consideration received by the Company will be the Closing Sale Price
of such publicly traded securities on the date of receipt of such publicly traded securities. If any shares of Common Stock, Options
or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company
is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets
and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities,
as the case may be. The fair value of any consideration other than cash or publicly traded securities will be determined jointly
by the Company and the Required Holders. If such parties are unable to reach agreement within ten (10) days after the occurrence
of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined
within five (5) Business Days after the tenth (10th) day following the Valuation Event by an independent, reputable
appraiser jointly selected by the Company and the Required Holders. The determination of such appraiser shall be final and binding
upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.


 


(v)
Record Date. If the Company takes a record of the holders of Common Stock for the purpose of entitling them (A) to
receive a dividend or other distribution payable in shares of Common Stock, Options or in Convertible Securities or (B) to
subscribe for or purchase shares of Common Stock, Options or Convertible Securities, then such record date will be deemed to be
the date of the issuance or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such
dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the
case may be.


 


(vi)
No Readjustments. For the avoidance of doubt, in the event the Exercise Price has been adjusted pursuant to this Section
2(a) and the Dilutive Issuance that triggered such adjustment does not occur, is not consummated, is unwound or is cancelled after
the facts for any reason whatsoever, in no event shall the Exercise Price be readjusted to the Exercise Price that would have
been in effect if such Dilutive Issuance had not occurred or been consummated.


 






    	 	6	 



     

    

 


(b) Voluntary
Adjustment By Company. The Company may at any time during the term of this Investor 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.


 


(c)
Stock Dividends and Splits. Without limiting any provision of Section 4, if the Company, at any time on or after the
Subscription Date, (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.


 


(d)
Number of Investor Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (c) 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).


 


(e)
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).


 






    	 	7	 



     

    

 


4.
FUNDAMENTAL TRANSACTIONS.


 


(a)
Fundamental Transactions. If, at any time while this Investor Warrant is outstanding, (i) the Company, directly or
indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person,
(ii) the Company, directly or indirectly, effects any sale, lease, exclusive license, assignment, transfer, conveyance or other
disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect,
purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders
of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted
by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related
transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange
pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the
Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other
business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with
another Person or group of Persons whereby such other Person or group 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 or share purchase agreement or other business combination) (each
a “Fundamental Transaction”), then, upon any subsequent exercise of this Investor Warrant, the Holder shall
have the right to receive, for each Investor Warrant Share that would have been issuable upon such exercise immediately prior
to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 1(f)
on the exercise of this Investor Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of
the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Investor
Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 1(f) on
the exercise of this Investor Warrant). 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 Investor Warrant
following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction (other
than a Fundamental Transaction which was not approved by the Board of Directors, as to which this right shall not apply), the
Company or any Successor Entity (as defined below) 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 Investor 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 Investor Warrant on the date of the consummation
of such Fundamental Transaction. “Black Scholes Value” means the value of this Investor Warrant based on the
Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. (“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 Termination 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 Termination 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 Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Company under this Investor Warrant in accordance with the
provisions of this Section 4(a) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and
approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder,
deliver to the Holder in exchange for this Investor Warrant a security of the Successor Entity evidenced by a written instrument
substantially similar in form and substance to this Investor Warrant which is exercisable for a corresponding number of shares
of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable
upon exercise of this Investor Warrant (without regard to any limitations on the exercise of this Investor Warrant) prior to such
Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock
(but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value
of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting
the economic value of this Investor Warrant immediately prior to the consummation of such Fundamental Transaction), and which
is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such 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 Investor 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 Investor Warrant with the
same effect as if such Successor Entity had been named as the Company herein.


 






    	 	8	 



     

    

 


(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, 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 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, including pursuant to Section
3 hereof, 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.


 


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.


 






    	 	9	 



     

    

 


(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 (but without any requirement to post any surety or other bond) 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.


 


8.
NOTICES. Any notices, consents, waivers or other document or communications required or permitted to be given or delivered
under the terms of this Investor Warrant must be in writing and will be deemed to have been delivered: (i) upon receipt, if delivered
personally; (ii) when sent, if sent by facsimile (provided confirmation of transmission is mechanically or electronically generated
and kept on file by the sending party); (iii) when sent, if sent by e-mail (provided that such sent e-mail is kept on file (whether
electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from
the recipient’s e-mail server that such e-mail could not be delivered to such recipient) and (iv) if sent by overnight courier
service, one (1) Trading Day after deposit with an overnight courier service with next day delivery specified, in each case, properly
addressed to the party to receive the same. If notice is given by facsimile or email, a copy of such notice shall be dispatched
no later than the next business day by first class mail, postage prepaid. The addresses, facsimile numbers and e-mail addresses
for such communications shall be:


 


If
to the Company:


[
                                                  ]


E-mail:
[                                      ]


Facsimile:
[                                ]


Attention:
[                               ]


 


With
a copy (for informational purposes only) to:


[
                                                  ]


E-mail:
[                                      ]


Facsimile:
[                                ]


Attention:
[                               ]






 


If
to a Holder, to its address, facsimile number or e-mail address set forth herein or on the books and records of the Company.


 






    	 	10	 



     

    

 


Or,
in each of the above instances, to such other address, facsimile number or e-mail address and/or to the attention of such other
Person as the recipient party has specified by written notice given to each other party at least five (5) days prior to the effectiveness
of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication,
(B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date and recipient facsimile
number or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from an overnight courier service in accordance with clause (i), (ii) or (iv) above, respectively. A copy of the e-mail
transmission containing the time, date and recipient e mail address shall be rebuttable evidence of receipt by e-mail in accordance
with clause (iii) above. 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 Securities and Exchange Commission 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).


 


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.


 






    	 	11	 



     

    

 


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.


 


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.


 


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, 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.


 


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


 


(a)
“Approved Stock Plan” means any employee benefit plan which has been approved by a majority of the disinterested
members of the Board of Directors of the Company, pursuant to which the Company’s securities may be issued to any employee, officer
or director for services provided to the Company.


 






    	 	12	 



     

    

 


(b)
“Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including,
any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed
or advised by the Holder’s investment manager or any of its affiliates or principals, (ii) any direct or indirect affiliates of
the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder
or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Common Stock would or could be aggregated
with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose of
the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.


 


(c)
“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.


 


(d)
“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.


 


(e)
“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.


 


(f)
“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.


 


(g)
“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.


 


(h)
“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.


 






    	 	13	 



     

    

 


(i)
“Excluded Securities” means any shares of Common Stock issued or issuable, or deemed issued or issuable pursuant
to Section 2(a): (i) in connection with any Approved Stock Plan, (ii) upon exercise of the Investor Warrants; provided,
that the terms of such Investor Warrants are not amended, modified or changed on or after the Subscription Date, (iii) upon conversion,
exercise or exchange of any Options or Convertible Securities which are outstanding on the day immediately preceding the Subscription
Date; provided, that the terms of such Options or Convertible Securities are not amended, modified or changed on or after
the Subscription Date and (iv) securities issued pursuant to acquisitions or strategic transactions approved by a majority of
the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders
of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic
with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds,
but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or
to an entity whose primary business is investing in securities.


(j)
“Fundamental Transaction” shall have the meaning ascribed to it in Section 4(a).


 


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


 


(l)
“Option Value” means the value of an Option based on the Black-Scholes Option Pricing model obtained from the
“OV” function on Bloomberg determined for pricing purposes as of (A) the Trading Day prior to the first public announcement
of the pricing of the transaction that includes the applicable Option, if such pricing is publicly announced or (B) the Trading
Day immediately preceding the issuance of the applicable Option if the pricing of such transaction is not publicly announced,
and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term
of the applicable Option as of the applicable date of determination, (ii) an expected volatility equal to the greater of 100%
and the 100 day volatility obtained from the HVT function on Bloomberg as of (A) the Trading Day immediately following the first
public announcement of the pricing of the transaction that includes the applicable Option if such pricing is publicly announced
or (B) the Trading Day immediately following the issuance of the applicable Option if the pricing of such transaction is not publicly
announced, (iii) the underlying price per share used in such calculation shall be the highest Weighted Average Price of the Common
Stock during the period beginning on the Trading Day prior to the execution of definitive documentation relating to the issuance
of the applicable Option and ending on (A) the Trading Day immediately following the public announcement of the pricing of the
transaction that includes the applicable Option, if the pricing of such Option is publicly announced or (B) the Trading Day immediately
following the issuance of the applicable Option if the pricing of such transaction is not publicly announced, (iv) a zero cost
of borrow and (v) a 360 day annualization factor.


 


(m)
“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.


 


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


 


(o)
“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.


 


(p)
“Successor Entity” means one or more Person or Persons (or, if so elected by the Holder, the Company or its
parent entity) formed by, resulting from or surviving any Fundamental Transaction or one or more Person or Persons (or, if so
elected by the Holder, the Company or the parent entity) with which such Fundamental Transaction shall have been entered into.


 


(q)
“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.


 






    	 	14	 



     

    

 


(r)
“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]


 




    	 	15	 



     

    

 


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:





 






     

     

    

 


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






 






     

     

    

 


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: