Exhibit 4.4


 


THE REGISTERED HOLDER OF THIS
PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT THIS PURCHASE OPTION SHALL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR
HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE
ECONOMIC DISPOSITION OF THE SECURITIES FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS IMMEDIATELY FOLLOWING THE EFFECTIVE DATE,
AS HEREAFTER DEFINED. THIS PURCHASE OPTION IS NOT EXERCISABLE AFTER FIVE YEARS FROM THE EFFECTIVE DATE.


 


UNIT
PURCHASE OPTION FOR THE PURCHASE


 


OF 70,000
SERIES A UNITS


 


OF SCOPUS
BIOPHARMA INC.


 


	1.	Purchase Option.



 


THIS CERTIFIES THAT, for good
and valuable consideration delivered by or on behalf of [●] (“Holder”), as registered owner of this unit
purchase option (“Purchase Option”), to Scopus BioPharma Inc. (“Company”), the receipt and sufficiency
of which are hereby acknowledged, Holder is entitled, at any time or from time to time from the date hereof (“Commencement
Date”), and at or before 5:00 p.m., New York City local time, ____________________(“Expiration Date”),
but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 70,000 Series A Units (“Units”)
of the Company, each Unit consisting of one share of the Company’s common stock, par value $0.001 per share (“Common
Stock”), and one Series A Warrant (“Warrant(s)”) expiring December 1, 2025. The Warrants are the same
as the warrants (“Public Warrants”) included in the Units (“Public Units”) being registered for
sale to the public by way of the Company’s Registration Statement on Form S-1, file number 333-232189. If this Purchase Option
is exercised when the Units are no longer traded, then this Purchase Option will be exercisable for one share of Common Stock and
one Warrant. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option
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 Option. This Purchase Option
is initially exercisable at $7.80 per Unit so purchased; provided, however, that upon the occurrence of any of the events specified
in Section 6 hereof, the rights granted by this Purchase Option, including the exercise price per Unit and the number of Units
(and Common Stock and Warrants) to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise
Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context.


 


	2.	Exercise.



 


2.1.       Exercise
Form. In order to exercise this Purchase Option, the exercise form attached hereto must be duly executed and completed and
delivered to the Company, together with this Purchase Option and payment of the Exercise Price for the Units being purchased payable
in cash 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., New York City local time, on the Expiration Date this Purchase Option shall become and be void without further
force or effect, and all rights represented hereby shall cease and expire.


 




    	 	1	 



     


    

 


2.2.       Legend.
Each certificate for the Units purchased under this Purchase Option shall bear a legend as follows unless such securities have
been registered under the Securities Act of 1933, as amended (“Act”):


 


“The securities represented
by this certificate have not been registered under the Securities Act of 1933, as amended (“Act”) or applicable state
law. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement
under the Act, or pursuant to an exemption from registration under the Act and applicable state law.”


 


2.3.
      Cashless Exercise.


 


2.3.1.       Determination
of Amount. In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is
exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder
shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units
(“Cashless Exercise Right”) as follows: upon exercise of the Cashless Exercise Right, the Company shall deliver
to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of Units (or that number of shares
of Common Stock and Warrants comprising that number of Units) equal to the quotient obtained by dividing (x) the Value (as defined
below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The “Value”
of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price
multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market
Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein,
the term “Current Market Value” per Unit at any date means: (A) in the event that the Public Units are listed
on a national securities exchange or quoted on an over-the-counter market (“OTC Market”), the last sale price
of the Units in the principal trading market for the Units as reported, (B) in the event that the Public Units are not still trading
but the Common Stock and Public Warrants underlying the Units are still trading, the Current Market Price of the Common Stock plus
the Current Market Price of the Public Warrants. The “Current Market Price” shall mean (i) if the Common Stock
and Public Warrants are listed on a national securities exchange or quoted on an OTC Market, the last sale price of the Common
Stock and Public Warrants in the principal trading market for the Common Stock and Public Warrants as reported, on the last trading
day preceding the date in question; and (ii) and if the fair market value of the Common Stock and Public Warrants cannot be determined
pursuant to clause (i), above, such price as the Board of Directors of the Company shall determine, in good faith. In the event
the Public Warrants have expired and are no longer exercisable, no “Value” shall be attributed to the Warrants underlying
this Purchase Option.


 


2.3.2.       Mechanics
of Cashless Exercise. The Cashless Exercise Right may be exercised by the Holder on any business day on or after the Commencement
Date and not later than the Expiration Date by delivering the Purchase Option with the duly executed exercise form attached hereto
with the cashless exercise section completed to the Company, exercising the Cashless Exercise Right and specifying the total number
of Units the Holder will purchase pursuant to such Cashless Exercise Right.


 




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2.4.       No
Obligation to Net Cash Settle. Notwithstanding anything to the contrary contained in this Purchase Option, in no event will
the Company be required to net cash settle the exercise of the Purchase Option or the Warrants underlying the Purchase Option.
The holder of the Purchase Option and the Warrants underlying the Purchase Option will not be entitled to exercise the Purchase
Option or the Warrants underlying such Purchase Option unless a registration statement is effective, or an exemption from the registration
requirements is available at such time and, if the holder is not able to exercise the Purchase Option or underlying Warrants, the
Purchase Option and/or the underlying Warrants, as applicable, will expire worthless.


 


	3.	Transfer.



 


3.1.       General
Restrictions. The registered Holder of this Purchase Option, by its acceptance hereof, agrees that it will not sell, transfer,
assign, pledge or hypothecate this Purchase Option for a period of one hundred eighty (180) days from issuance pursuant to Rule
5110(g) of the Rules of Financial Industry Regulatory Authority following the Closing Date to anyone other than (i) a sales agent
or selected dealer in connection with the public offering (“Offering”), or (ii) a bona fide officer or partner of such
sales agent or selected dealer. On and after the sixth money anniversary of the Closing 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 Option and payment of
all transfer taxes, if any, payable in connection therewith. The Company shall within five business days transfer this Purchase
Option on the books of the Company and shall execute and deliver a new Purchase Option or Purchase Options of like tenor to the
appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Units purchasable hereunder or such
portion of such number as shall be contemplated by any such assignment.


 


3.2.       Restrictions
Imposed by the Act. The securities evidenced by this Purchase Option shall not be transferred unless and until (i) the Company
has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration
under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of
the Company (the Company hereby agreeing that the opinion of Greenberg Traurig, LLP shall be deemed satisfactory evidence of the
availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement relating
to such securities has been filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”)
and compliance with applicable state securities law has been established.


 


	4.	New Purchase Options to be Issued.



 


4.1.       Partial
Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Option may be exercised or assigned in
whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Option for cancellation,
together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax,
the Company shall cause to be delivered to the Holder without charge a new Purchase Option of like tenor to this Purchase Option
in the name of the Holder evidencing the right of the Holder to purchase the number of Units purchasable hereunder as to which
this Purchase Option has not been exercised or assigned.


 




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4.2.       Lost
Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this
Purchase Option and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver
a new Purchase Option of like tenor and date. Any such new Purchase Option 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.


 


	5.	Registration Rights.



 


5.1.     
Demand Registration.


 


5.1.1.       Grant
of Right. The Company, upon written demand (“Initial Demand Notice”) of the Holder(s) of at least 51% of
the Units subject to Purchase Options and/or the underlying Units and/or the underlying securities (“Majority Holders”),
agrees to use its best efforts to register (the “Demand Registration”) under the Act on one occasion, all or
any portion of the Purchase Option requested by the Majority Holders in the Initial Demand Notice and all of the securities underlying
such Purchase Option, including the Units, the Common Stock, the Warrants and the Common Stock underlying the Warrants (collectively,
the “Registrable Securities”). On such occasion, the Company will use its best efforts to file a registration
statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within sixty (60) days
after receipt of the Initial Demand Notice and use its best efforts to have such registration statement or post-effective amendment
declared effective as soon as possible thereafter. The demand for registration may be made at any time during a period of five
years beginning on December 1, 2020, the date that the Company’s initial registration statement filed with the U.S. Securities
and Exchange Commission, file number 333-232189, was declared effective (“Effective Date”). The Initial Demand
Notice shall specify the number of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof.
The Company will notify all holders of the Purchase Option and/or Registrable Securities of the demand within ten (10) days from
the date of the receipt of any such Initial Demand Notice. Each holder of Registrable Securities who wishes to include all or a
portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable
Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days
after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled
to have their Registrable Securities included in the Demand Registration, subject to Section 5.1.4.


 


5.1.2.       Effective
Registration. A registration will not count as a Demand Registration until the registration statement filed with the Commission
with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations under
this Agreement with respect thereto; provided, however, that if, after such registration statement has been declared effective,
the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of
the Commission or any other governmental agency or court, the registration statement with respect to such Demand Registration will
be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise
terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering.


 


5.1.3.       Underwritten
Offering. If the Majority Holders so elect and such holders so advise the Company as part of the Initial Demand Notice, the
offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering.
In such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon such
holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting
to the extent provided herein. All Demanding Holders proposing to distribute their securities through such underwriting shall enter
into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Majority
Holders.


 




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5.1.4.       Reduction
of Offering. If the managing underwriter or underwriters for a Demand Registration that is to be an underwritten offering advises
the Company and the Demanding Holders in writing that the dollar amount or number of Registrable Securities which the Demanding
Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell
and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back
registration rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum
number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution
method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable,
the “Maximum Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable
Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number
of shares that each such Person has requested be included in such registration, regardless of the number of shares held by each
such Person (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum
Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause
(i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum
Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses
(i) and (ii), the shares of Common Stock or other securities registrable pursuant to the terms of the Registration Rights Agreement
between the Company and the initial investors in the Company (the “Registration Rights Agreement” and such registrable
securities, the “Investor Securities”) as to which “piggy-back” registration has been requested
by the holders thereof, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (iv) fourth, to the extent
that the Maximum Number of Shares have not been reached under the foregoing clauses (i), (ii), and (iii), the shares of Common
Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual
arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares.


 


5.1.5.       Withdrawal.
If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all
of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from
such offering by giving written notice to the Company and the underwriter or underwriters of their request to withdraw prior to
the effectiveness of the registration statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest
of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then the Company does not have to
continue its obligations under Section 5.1 with respect to such proposed offering.


 


5.1.6.       Terms.
The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the expenses of any
legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities, but the Holders
shall pay any and all underwriting commissions. The Company agrees to use its reasonable best efforts to qualify or register the
Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event
shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the
Company to be obligated to qualify to do business in such state, or would subject the Company to taxation as a foreign corporation
doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of
capital stock of the Company. The Company shall use its best efforts to cause any registration statement or post-effective amendment
filed pursuant to the demand rights granted under Section 5.1.1 to remain effective for a period of nine consecutive months from
the Effective Date of such registration statement or post-effective amendment.


 




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		5.2.	Piggy-Back Registration.



 


5.2.1.       Piggy-Back
Rights. If at any time during the seven year period commencing on the Effective Date the Company proposes to file a registration
statement under the Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable
for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company for their account
(or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 5.1), other than a registration
statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering
of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity
securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed
filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated
filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s)
of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the
holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities
as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”).
The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause
the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to
be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit
the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof.
All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves
an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters
selected for such Piggy-Back Registration.


 


5.2.2.       Reduction
of Offering. If the managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten offering
advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock
which the Company desires to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded
pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable
Securities as to which registration has been requested under this Section 5.2, and the shares of Common Stock, if any, as to which
registration has been requested pursuant to the written contractual piggy-back registration rights of other stockholders of the
Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:


 




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(a)       If
the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that
the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if
any, comprised of Registrable Securities and Investor Securities, as to which registration has been requested pursuant to the applicable
written contractual piggy- back registration rights of such security holders, Pro Rata, that can be sold without exceeding the
Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of shares has not been reached under the foregoing
clauses (A) and (B), the shares of Common Stock or other securities for the account of other persons that the Company is obligated
to register pursuant to written contractual piggy-back registration rights with such persons and that can be sold without exceeding
the Maximum Number of Shares;


 


(b)       If
the registration is a “demand” registration undertaken at the demand of holders of Investor Securities, (A) first,
the shares of Common Stock or other securities for the account of the demanding persons, Pro Rata, that can be sold without exceeding
the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding
the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clauses (A) and (B), the shares of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the
terms hereof, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number
of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for
the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons,
that can be sold without exceeding the Maximum Number of Shares; and


 


(c)       If
the registration is a “demand” registration undertaken at the demand of persons other than either the holders of Registrable
Securities or of Investor Securities, (A) first, the shares of Common Stock or other securities for the account of the demanding
persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares
has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to
sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares
has not been reached under the foregoing clauses (A) and (B), collectively the shares of Common Stock or other securities comprised
of Registrable Securities and Investor Securities, Pro Rata, as to which registration has been requested pursuant to the terms
hereof and of the Registration Rights Agreement, as applicable, that can be sold without exceeding the Maximum Number of Shares;
and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C),
the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant
to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares.


 


5.2.3.       Withdrawal.
Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities
in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of
the registration statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a
demand pursuant to written contractual obligations) may withdraw a registration statement at any time prior to the effectiveness
of the registration statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders
of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 5.2.4.


 




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5.2.4.       Terms.
The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the expenses of any
legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities but the Holders
shall pay any and all underwriting commissions related to the Registrable Securities. In the event of such a proposed registration,
the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice
prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for
each applicable registration statement filed (during the period in which the Purchase Option is exercisable) by the Company until
such time as all of the Registrable Securities have been registered and sold. The Holders of the Registrable Securities shall exercise
the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s
notice of its intention to file a registration statement. The Company shall use its best efforts to cause any registration statement
filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the
Holders of the Registrable Securities are first given the opportunity to sell all of such securities.


 


		5.3.	General Terms.



 


5.3.1.       Indemnification.
The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder
and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities
Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability (including
all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against litigation,
commenced or threatened, or any claim whatsoever whether arising out of any action between the underwriter and the Company or between
the underwriter and any third party or otherwise) to which any of them may become subject under the Act, the Exchange Act or otherwise,
arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which
the Company has agreed to indemnify the selling agents contained in Section 7 of the Underwriting Agreement between the Company
and the underwriters named therein dated_________, 2019. The Holder(s) of the Registrable Securities to be sold pursuant to such
registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers
and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of
the Exchange Act, against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other
expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject
under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors
or assigns, in writing, for specific inclusion in such registration statement to the same extent and with the same effect as the
provisions contained in Section 7 of the Sales Agency Agreement pursuant to which the selling agents have agreed to indemnify the
Company.


 


5.3.2.       Exercise
of Purchase Options. Nothing contained in this Purchase Option shall be construed as requiring the Holder(s) to exercise their
Purchase Options or Warrants underlying such Purchase Options prior to or after the initial filing of any registration statement
or the effectiveness thereof


 




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5.3.3.       Documents
Delivered to Holders. The Company shall furnish a signed counterpart, addressed to the participating Holders, of (i) an opinion
of counsel to the Company, dated the Effective Date of such registration statement (and, if such registration includes an underwritten
public offering, an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold
comfort” letter dated the Effective Date of such registration statement (and, if such registration includes an underwritten
public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants
who have issued a report on the Company’s financial statements included in such registration statement, in each case covering
substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case
of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily
covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public
offerings of securities. The Company shall also deliver promptly to the Holders participating in the offering, the correspondence
and memoranda described below and copies of all correspondence between the Commission and the Company, its counsel or auditors
and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit
the Holders, to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from
the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of FINRA. Such investigation
shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers
and independent auditors, all to such reasonable extent and at such reasonable times and as often as the Holders, shall reasonably
request. The Company shall not be required to disclose any confidential information or other records to the Holders, or to any
other person, until and unless such persons shall have entered into reasonable confidentiality agreements (in form and substance
reasonably satisfactory to the Company), with the Company with respect thereto.


 


5.3.4.       Underwriting
Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any
Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably
acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and
such managing underwriters, and shall contain such representations, warranties and covenants by the Company and such other terms
as are customarily contained in agreements of that type used by the managing underwriter. The Holders shall be parties to any underwriting
agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the
representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for
the benefit of such Holders. Such Holders shall not be required to make any representations or warranties to or agreements with
the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution. Such Holders,
however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily
contained in agreements of that type used by the managing underwriter. Further, such Holders shall execute appropriate custody
agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering
in which they include securities pursuant to this Section 5. Each Holder shall also furnish to the Company such information regarding
itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably
required to effect the registration of the Registrable Securities.


 




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5.3.5.       Rule
144 Sale. Notwithstanding anything contained in this Section 5 to the contrary, the Company shall have no obligation pursuant
to Sections 5.1 or 5.2 to use its best efforts to obtain the registration of Registrable Securities held by any Holder (i) where
such Holder would then be entitled to sell under Rule 144 within any three-month period (or such other period prescribed under
Rule 144 as may be provided by amendment thereof) all of the Registrable Securities then held by such Holder, and (ii) where the
number of Registrable Securities held by such Holder is within the volume limitations under paragraph (e) of Rule 144 (calculated
as if such Holder were an affiliate within the meaning of Rule 144).


 


5.3.6.       Supplemental
Prospectus. Each Holder agrees, that upon receipt of any notice from the Company of the happening of any event as a result
of which the prospectus included in the registration statement, as then in effect, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light
of the circumstances then existing, such Holder will immediately discontinue disposition of Registrable Securities pursuant to
the registration statement covering such Registrable Securities until such Holder’s receipt of the copies of a supplemental
or amended prospectus, and, if so desired by the Company, such Holder shall deliver to the Company (at the expense of the Company)
or destroy (and deliver to the Company a certificate of such destruction) all copies, other than permanent file copies then in
such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.


 


5.3.7.       Rule
144. The Company covenants that it shall file any reports required to be filed by it under the Act and the Exchange Act and
shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holders to sell Registrable Securities without registration under the Act within the limitations of
the exemptions provided by Rule 144, as such rule may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Securities and Exchange Commission.


 


	6.	Adjustments.



 


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


 


6.1.1.       Stock
Dividends - Split-Ups. If after the date hereof, and subject to the provisions of Section 6.2 below, the number of outstanding
shares of Common Stock is increased by a stock dividend payable in shares of Common Stock or by a split-up of shares of Common
Stock or other similar event, then, on the Closing Date thereof, the number of shares of Common Stock underlying each of the Units
purchasable hereunder shall be increased in proportion to such increase in outstanding shares and any shares of Common Stock underlying
the securities issuable upon exercise of the Warrants, including upon warrants issued upon exercise of the Warrants, as well as
the exercise price of the Warrants and such other warrants, shall be adjusted in accordance with the terms of the Warrants.


 


6.1.2.       Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 6.2, the number of outstanding shares of Common
Stock is decreased by a consolidation, combination or reclassification of shares of Common Stock or other similar event, then,
on the Closing Date thereof, the number of shares of Common Stock underlying each of the Units purchasable hereunder shall be decreased
in proportion to such decrease in outstanding shares. In such case, the number of shares of Common Stock, and the exercise price
applicable thereto, underlying the Warrants underlying each of the Units purchasable hereunder shall be adjusted in accordance
with the terms of the Warrants and any shares of Common Stock underlying the securities issuable upon exercise of the Warrants,
including warrants issued upon exercise of the Warrants, as well as the exercise price of the Warrants and such other warrants,
shall be adjusted in accordance with the terms of the Warrants.


 




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6.1.3.       Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common
Stock 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 of Common
Stock, or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation
or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization
of the outstanding shares of Common Stock), 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 Option shall have the right thereafter (until the expiration of the right of exercise of this Purchase Option) to
receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder 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,
merger or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of shares of Common
Stock of the Company obtainable upon exercise of this Purchase Option and the underlying Warrants immediately prior to such event;
and if any reclassification also results in a change in shares of Common Stock 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, mergers or consolidations, sales or other transfers.


 


6.1.4.       Changes
in Form of Purchase Option. This form of Purchase Option need not be changed because of any change pursuant to this Section,
and Purchase Options issued after such change may state the same Exercise Price and the same number of Units as are stated in the
Purchase Options initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Options
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 Option. In case of any consolidation of the Company with, or merger of the Company with, or merger of the Company
into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the
outstanding shares of Common Stock), the corporation formed by such consolidation or merger shall execute and deliver to the Holder
a supplemental Purchase Option providing that the holder of each Purchase Option then outstanding or to be outstanding shall have
the right thereafter (until the stated expiration of such Purchase Option) to receive, upon exercise of such Purchase Option, the
kind and amount of shares of stock and other securities and property receivable upon such consolidation or merger, by a holder
of the number of shares of Common Stock of the Company for which such Purchase Option might have been exercised immediately prior
to such consolidation, merger, sale or transfer. Such supplemental Purchase Option shall provide for adjustments which shall be
identical to the adjustments provided in Section 6. The above provision of this Section shall similarly apply to successive consolidations
or mergers.


 


6.3.       Elimination
of Fractional Interests. The Company shall not be required to issue certificates representing fractions of shares of Common
Stock or Warrants upon the exercise of the Purchase Option, 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 to the nearest whole number of Warrants, shares of Common Stock or other securities, properties or rights.


 




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	7.	Reservation and Listing.



 


The Company shall at all times
reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issuance upon exercise of this
Purchase Option or the Warrants underlying this Purchase Option, such number of shares of Common Stock or other securities, properties
or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of this Purchase
Options and payment of the Exercise Price therefor, all shares of Common Stock 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 stockholder. The Company
further covenants and agrees that upon exercise of the Warrants underlying this Purchase Option and payment of the respective Warrant
exercise price therefor, all shares of Common Stock 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 stockholder. As long as this Purchase Option
shall be outstanding, the Company shall use its best efforts to cause all (i) Units issuable upon exercise of this Purchase Option,
(ii) shares of Common Stock included in the Units issuable upon exercise of this Purchase Option, (iii) Warrants included in the
Units issuable upon exercise of this Purchase Option and (iv) shares of Common Stock issuable upon exercise of the Warrants included
in the Units issuable upon exercise of this Purchase Option to be listed (subject to official notice of issuance) on all securities
exchanges (or, if applicable on the OTC Bulletin Board or any successor trading market) on which the Public Units, the Common Stock
or the Public Warrants issued to the public in connection herewith 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 as a
stockholder for the election of directors or any other matter, or as having any rights whatsoever as a stockholder of the Company.
If, however, at any time prior to the expiration of this Purchase Option and its 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 fifteen (15)
days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders
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 stockholders of the Company at the same time and in the same manner that such notice is given to the
stockholders.


 


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 of Common Stock 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, or
(ii) the Company shall offer to all the holders of its Common Stock 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,
(iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale
of all or substantially all of its property, assets and business shall be proposed, (iv) if the Company shall deliver a notice
to holders of the warrants of a redemption pursuant to Section 6.2 of the Warrant Agreement or (v) if the Company shall deliver
a notice to the Holder pursuant to Section 5 of this Purchase Option.


 




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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 President and Chief Financial Officer.


 


8.4.       Transmittal
of Notices. All notices, requests, consents and other communications under this Purchase Option 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 this Purchase Option, to the address of such Holder as shown on the books of the Company, with
a copy to:



 


Mintz, Levin,
Cohn, Ferris, Glovsky & Popeo, P.C.


666 Third Avenue


New York, NY
10017


Attention: Jeffrey
Schultz, Esq.


Facsimile: (212)
692-6732


 


or


 


		(ii)	if to the Company, to the following address or to such other address as the Company may designate by notice to the Holders:



 


Scopus BioPharma Inc.


420 Lexington Avenue


Suite 300


New York, New York 10170


Attn: Robert J. Gibson


 


With a copy to:


 


to:


 


Greenberg Traurig, LLP


1750 Tysons Boulevard


Suite 1000


McLean, Virginia 22102


Attn: Mark J. Wishner


 




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	9.	Miscellaneous.



 


9.1.       Amendments.
The Company and the Holder may from time to time supplement or amend this Purchase Option 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 the Holder may deem necessary or desirable and that the Company and the Holder 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 Option.


 


9.3.       Entire
Agreement. This Purchase Option (together with the other agreements and documents being delivered pursuant to or in connection
with this Purchase Option) 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 Option shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and
their permitted assignees, respective successors, legal representative and assigns, 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 Option or any provisions
herein contained.


 


9.5.       Governing
Law; Submission to Jurisdiction. This Purchase Option 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. The Company hereby agrees that any action, proceeding
or claim against it arising out of, or relating in any way to this Purchase Option shall be brought and enforced in the courts
of the State of New York or of the United States of America 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. Any process or summons to be served upon the Company may be served by transmitting
a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth
in Section 8 hereof Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action,
proceeding or claim. 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.


 


9.6.       Waiver,
Etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Option 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 Option or any
provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Option.
No waiver of any breach, non- compliance or non-fulfillment of any of the provisions of this Purchase Option 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 or non-compliance.


 




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9.7.       Execution
in Counterparts. This Purchase Option 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.


 


9.8.       Exchange
Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Option, Holder agrees that, at any
time prior to the complete exercise of this Purchase Option by Holder, if the Company and the Holder may enter into an agreement
(“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Options 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]


 




    	 	15	 



     


    

 


IN WITNESS WHEREOF, the Company has caused this Purchase
Option to be signed by its duly authorized officer as of the [●] day of [●], 2019.


 


	 	Scopus
    BioPharma Inc.
	 	 	 
	 	By:	 
	 	Name:
	 	Title


 






    	 	16	 



     


    




 


Form to be used to exercise Purchase Option (To be
executed by the registered Holder to effect an exercise of the within Purchase Option):


 


Scopus BioPharma Inc.


420 Lexington Avenue Suite 300


New York, New York 10017


Attn: Robert J. Gibson


 


Date: ____________, 202___


___


The undersigned hereby elects irrevocably to exercise
all or a portion of the within Purchase Option and to purchase__________________________________________________________________________Series
A Units of Scopus BioPharma Inc. and hereby makes payment of $_______ (at the rate of $______per Series A Unit) in payment
of the Exercise Price pursuant thereto. Please issue the Common Stock and Warrants as to which this Purchase Option is exercised
in accordance with the instructions given below. Or


 


The undersigned hereby elects irrevocably to convert
its right to purchaseUnits purchasable under the within Purchase Option by surrender of the unexercised portion of the attached
Purchase Option (with a “Value” based of $_______ based on a “Market Price” of $__________)
Please issue the securities comprising the Units as to which this Purchase Option is exercised in accordance with the instructions
given below.


 


Signature: _____________________


 


NOTICE: The signature to this exercise form must correspond
with the name as written upon the face of the purchase option in every particular, without alteration or enlargement or any change
whatever.


 


Signature(s) Guaranteed:


 


THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).


 


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


Name (Print in Block Letters):


 


Address:


 




    	 	17	 



     


    

  


Form to be used to assign Purchase Option (To be executed
by the registered Holder to effect a transfer of the within Purchase Option):


 


ASSIGNMENT


 


FOR VALUE RECEIVED, ______________________ does
hereby sell, assign and transfer unto the right to
purchase________________________________________________________________Series A Units of Scopus BioPharma
Inc. (“Company”) evidenced by the within Purchase Option and does hereby authorize the Company to transfer such
right on the books of the Company.


 


Dated: ____________, 202___


 


Signature:


 


NOTICE: The signature to this assignment must correspond
with the name as written upon the face of the purchase option in every particular, without alteration or enlargement or any change
whatever.


 


Signature(s) Guaranteed:


 


THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).


 




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