Exhibit 4.4


 


WARRANT AGENT AGREEMENT


 


This WARRANT AGENT AGREEMENT
(this “Warrant Agreement”) dated as of December 10, 2021 (the “Issuance Date”) is between Cingulate
Inc. a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”),
and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively, the “Warrant
Agent”).


 


WHEREAS, pursuant to the terms
of that certain Underwriting Agreement (“Underwriting Agreement”), dated December 7, 2021, by and among the Company
and Aegis Capital Corp., as the representative (the “Representative”) of the underwriters set forth therein, the Company
is engaged in a public offering of 4,791,665 units (each, a “Unit”), including 624,999 Units that may be sold pursuant
to the over-allotment option granted by the Company, with each Unit consisting of (A) one share of common stock, par value $0.0001 per
share, of the Company (the “Common Stock”), and (B) a warrant to purchase one share of Common Stock at an exercise
price of $6.00 (representing 100% of the per Unit offering price set forth on the cover page of the prospectus included in the Registration
Statement) (each, a “Warrant”);


 


WHEREAS, the Company has filed
with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-259408)
(as the same may be amended from time to time, the “Registration Statement”), for the registration under the Securities
Act of 1933, as amended (the “Securities Act”), of the sale of the Units, shares of Common Stock, Warrants, shares
underlying the Warrants, Representative’s Warrants (as defined therein), and shares underlying the Representatives’ Warrants,
and such Registration Statement was declared effective on December 7, 2021; and


 


WHEREAS, the Company desires the
Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in accordance with the terms set forth in this
Warrant Agreement in connection with the issuance, registration, transfer, exchange and exercise of the Warrants;


 


WHEREAS, the Company desires to
provide for the provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation
of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things have
been done and performed which are necessary to make the Warrants the valid, binding and legal obligations of the Company, and to authorize
the execution and delivery of this Warrant Agreement.


 


NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of Warrant Agent. The Company
hereby appoints the Warrant Agent to act as agent for the Company with respect to the Warrants, and the Warrant Agent hereby accepts such
appointment and agrees to perform the same in accordance with the express terms and conditions set forth in this Warrant Agreement (and
no implied terms or conditions).


 


2. Warrants.


 


2.1. Form of Warrants.
The Warrants shall be registered securities and shall be evidenced by a global warrant (“Global Warrant”) in the form
of Exhibit A to this Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for The Depository Trust
Company (“DTC”) and registered in the name of Cede & Co., as nominee of DTC. The terms of the Global Warrant are
incorporated herein by reference. If DTC subsequently ceases to make its book-entry settlement system available for the Warrants, the
Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are
not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Company may instruct the Warrant
Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation the Global Warrant, and the Company shall
instruct the Warrant Agent to deliver to each holder of the Warrants separate certificates evidencing Warrants (“Definitive Certificates”
and, together with the Global Warrant, “Warrant Certificates”) registered as requested through the DTC system. In the
event Definitive Certificates are delivered to the Holders, the transfer, exchange or exercise of the Warrants shall be conducted in accordance
with the customary procedures of the Warrant Agent. The Company shall use its commercially reasonable best efforts to enable the Warrants
be “DTC eligible” so that the interests in the Warrants may be held in book-entry through DTC for the term of the Warrants.


 






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2.2. Issuance and Registration
of Warrants.


 


2.2.1. Warrant Register.
Upon the receipt of all relevant information from the Company or its agents, the Warrant Agent shall maintain books (“Warrant
Register”) for the registration of original issuance and the registration of transfer of the Warrants.


 


2.2.2. Issuance of Warrants.
Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Warrant and deliver the Warrants in the DTC book-entry
settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of security entitlements
in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii)
by institutions that have accounts with DTC (each, a “Participant”).


 


2.2.3. Beneficial Owner; Holder.
Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the Person
(as such term is defined in the Global Warrant) in whose name that Warrant shall be registered on the Warrant Register (the “Holder”,
which shall include, if the Warrants are held in “street name”, a Participant or a designee appointed by such Participant)
as the absolute owner of such Warrant for purposes of any exercise thereof, and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent the Company,
the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization
furnished by DTC governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners
in a Warrant evidenced by the Global Warrant shall be exercised by the Holder or a Participant through the DTC system, except to the extent
set forth herein or in the Global Warrant.


 


2.2.4. Delivery of Warrant Certificate.
A Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant Certificate
Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for the exchange of some or all of such Holder’s
Global Warrants for a Warrant Certificate evidencing the same number of Warrants, which request shall be in the form attached hereto as
Exhibit B (a “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate Request
Notice by the Holder, the “Warrant Certificate Request Notice Date” and the deemed surrender upon delivery by the Holder
of a number of Global Warrants for the same number of Warrants evidenced by a Warrant Certificate, a “Warrant Exchange”),
the Warrant Agent shall promptly effect the Warrant Exchange and shall promptly issue and deliver to the Holder a Warrant Certificate
for such number of Warrants in the name set forth in the Warrant Certificate Request Notice. Such Warrant Certificate shall be dated the
date of issuance of the Warrant Certificate, shall include the initial exercise date of the Warrants, shall be executed by an authorized
signatory of the Company and shall be reasonably acceptable in all respects to such Holder. In connection with a Warrant Exchange, the
Company agrees to deliver, or to direct the Warrant Agent to deliver, the Warrant Certificate to the Holder within three (3) Business
Days (as defined in the Global Warrant) of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant
Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company fails for any reason to deliver to
the Holder the Warrant Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company
shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Shares of Common Stock issuable upon
exercise of the Warrants (the “Warrant Shares”) evidenced by such Warrant Certificate (based on the VWAP (as defined
in the Warrants) of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Business Day for each Business Day after
such Warrant Certificate Delivery Date until such Warrant Certificate is delivered or, prior to delivery of such Warrant Certificate,
the Holder rescinds such Warrant Exchange. The Warrant Agent shall have no liability for the Company’s failure to deliver to the
Holders the Warrant Certificate as set forth in this Section 2.2.4. The Company covenants and agrees that, upon the date of delivery of
the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the Warrant Certificate and, notwithstanding anything
to the contrary set forth herein, the Warrant Certificate shall be deemed for all purposes to contain all of the terms and conditions
of the Warrants evidenced by such Warrant Certificate and the terms of this Warrant Agreement.


 






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2.2.5. Execution. The Warrant
Certificates shall be executed on behalf of the Company by any authorized officer of the Company (an “Authorized Officer”),
which need not be the same authorized signatory for all of the Warrant Certificates, either manually or by facsimile signature. The Warrant
Certificates shall be countersigned by an authorized signatory of the Warrant Agent, either by manual, electronic or facsimile signature,
which need not be the same signatory for all of the Warrant Certificates, and no Warrant Certificate shall be valid for any purpose unless
so countersigned. In case any Authorized Officer of the Company that signed any of the Warrant Certificates ceases to be an Authorized
Officer of the Company before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates,
nevertheless, may be countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who
signed such Warrant Certificates had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf
of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be an Authorized Officer of the
Company authorized to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was
not such an Authorized Officer.


 


2.2.6. Registration of Transfer.
At any time at or prior to the Expiration Date (as defined below), a transfer of any Warrants may be registered and any Warrant Certificate
or Warrant Certificates may be split up, combined or exchanged for another Warrant Certificate or Warrant Certificates evidencing the
same number of Warrants as the Warrant Certificate or Warrant Certificates surrendered. Any Holder desiring to register the transfer of
Warrants or to split up, combine or exchange any Warrant Certificate shall make such request in writing delivered to the Warrant Agent,
and shall surrender to the Warrant Agent the Warrant Certificate or Warrant Certificates evidencing the Warrants the transfer of which
is to be registered or that is or are to be split up, combined or exchanged and, in the case of registration of transfer, shall provide
a signature guarantee by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents
Medallion Program or other comparable “signature guarantee program”. Thereupon, the Warrant Agent shall countersign and deliver
to the Person entitled thereto a Warrant Certificate or Warrant Certificates, as the case may be, as so requested. The Company and the
Warrant Agent may require payment, by the Holder requesting a registration of transfer of Warrants or a split-up, combination or exchange
of a Warrant Certificate (but, for purposes of clarity, not upon the exercise of the Warrants and issuance of Warrant Shares to the Holder),
of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with such registration of transfer, split-up,
combination or exchange, together with reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto.
The Warrant Agent shall not have any duty or obligation to take any action under any section of this Warrant Agreement that requires the
payment of taxes and/or charges unless and until it is satisfied that all such payments have been made.


 


2.2.7. Loss, Theft and Mutilation
of Warrant Certificates. Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory to them of the loss,
theft, destruction or mutilation of a Warrant Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably
acceptable to the Warrant Agent and the Company, and reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental
thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Warrant Agent shall, on
behalf of the Company, countersign and deliver a new Warrant Certificate of like tenor to the Holder in lieu of the Warrant Certificate
so lost, stolen, destroyed or mutilated. The Warrant Agent may charge the Holder an administrative fee for processing the replacement
of lost Warrant Certificates, The Warrant Agent may receive compensation from the surety companies or surety agents for administrative
services provided to them.


 


2.2.8. Proxies. The Holder
of a Warrant may grant proxies or otherwise authorize any Person, including the Participants and beneficial holders that may own interests
through the Participants, to take any action that a Holder is entitled to take under this Warrant Agreement or the Warrants; provided,
however, that at all times that Warrants are evidenced by a Global Warrant, exercise of those Warrants shall be effected on their
behalf by Participants through DTC in accordance with the procedures administered by DTC.


 


2.2.9. Opinion of Counsel.
The Company shall provide to the Warrant Agent an opinion of counsel on or prior to the issuance of Warrants to set up a reserve of Warrant
Shares for the outstanding Warrants. The opinion shall state that all Warrants or Warrant Shares, as applicable, are, (i) registered
under the Securities Act of 1933, as amended, and (ii) validly issued, fully paid and non-assessable.


 






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3. Terms and Exercise of Warrants.


 


3.1. Exercise Price. Each
Warrant shall entitle the Holder, subject to the provisions of the applicable Warrant Certificate and of this Warrant Agreement, to purchase
from the Company the number of shares of Common Stock stated therein, at the price of $[__] per whole share, subject to the subsequent
adjustments provided in the Global Warrant. The term “Exercise Price” as used in this Warrant Agreement refers to the
price per share at which Shares of Common Stock may be purchased at the time a Warrant is exercised.


 


3.2. Duration of Warrants.
A Warrant may be exercised only during the period (“Exercise Period”) commencing on the date of issuance and ending
on the Termination Date. For purposes of this Warrant Agreement, the “Termination Date” shall have the meaning set
forth in the Global Warrant. Each Warrant not exercised on or before the Termination Date shall become void, and all rights thereunder
and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Termination Date.


 


3.3. Exercise of Warrants.


 


3.3.1. Exercise. Subject
to the provisions of the Global Warrant and in accordance with the procedures of DTC, a Holder (or a Participant or a designee of a Participant
acting on behalf of a Holder) may exercise Warrants by delivering to the Warrant Agent, (i) not later than 5:00 P.M., Eastern Time, on
any Business Day during the Exercise Period a notice of exercise of the Warrants to be exercised (A) in the form attached as Annex A to
the Global Warrant or (B) via an electronic warrant exercise through the DTC system (each, an “Election to Purchase”)
, (ii) within one (1) Trading Day following the delivery of the Election to Purchase, Warrants to be exercised by (A) surrender of the
Warrant Certificate evidencing the Warrants to the Warrant Agent at its office designated for such purpose or (B) delivery of the Warrants
to an account of the Warrant Agent at DTC designated for such purpose in writing by the Warrant Agent to DTC from time to time, and (iii)
within the earlier of (A) two (2) Trading Days and (B) the number of Trading Days comprising the Standard Settlement Period (as defined
in the Global Warrant) following the date of exercise as aforesaid, the Exercise Price for each Warrant to be exercised (and, if applicable,
any taxes or charges due in connection with the exercise of such Warrants), in lawful money of the United States of America by (A) certified
or official bank check or wire transfer from a United States bank payable to the Warrant Agent or (B) payment to the Warrant Agent through
the DTC system, unless cashless exercise is applicable. Partial exercises of a Warrant resulting in purchases of a portion of the total
number of Warrant Shares available thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder
in an amount equal to the applicable number of Warrant Shares purchased. Notwithstanding anything herein to the contrary, the Holder shall
not be required to physically surrender the Global Warrant to the Warrant Agent until the Holder has purchased all of the Warrant Shares
available hereunder and the Global Warrant has been exercised in full, in which case, the Holder shall surrender the Global Warrant to
the Company for cancellation within three (3) Trading Days of the date on which the final Election to Purchase is delivered to the Company.


 


3.3.2. The Warrant Agent shall,
by 5:00 p.m., New York City time, on the Trading Day following the Exercise Date of any Warrant, advise the Company, the transfer agent
and registrar for the Company’s Common Stock, in respect of (i) the number of Warrant Shares indicated on the Election to Purchase
as issuable upon such exercise with respect to such exercised Warrants, (ii) the instructions of the Holder or Participant, as the case
may be, provided to the Warrant Agent with respect to the delivery of the Warrant Shares and the number of Warrants that remain outstanding
after such exercise and (iii) such other information as the Company or such transfer agent and registrar shall reasonably request. The
Company shall issue the Warrant Shares in compliance with the terms of the Warrant. “Exercise Date” shall mean the date on
which the Election to Purchase is delivered to the Warrant Agent.


 


3.3.3. Valid Issuance. All
Warrant Shares issued by the Company upon the proper exercise of a Warrant in conformity with this Warrant Agreement shall be validly
issued, fully paid and non-assessable.


 


3.3.4. No Fractional Exercise.
Notwithstanding any provision contained in this Warrant Agreement to the contrary, no fractional shares or scrip representing fractional
shares shall be issued upon the exercise of the Warrant. As to any fraction of a share which the Holder would otherwise be entitled to
purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an
amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.


 






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3.3.5. No Transfer Taxes.
Neither the Company nor the Warrant Agent shall be required to pay any stamp or other tax or governmental charge required to be paid in
connection with any transfer involved in the issue of the Warrant Shares upon the exercise of Warrants; and in the event that any such
transfer is involved, the Company shall not be required to issue or deliver any Warrant Shares until such tax or other charge shall have
been paid or it has been established to the Company’s and the Warrant Agent’s satisfaction that no such tax or other charge
is due.


 


3.3.6. Date of Issuance.
The Company will treat an exercising Holder as a beneficial owner of the Warrant Shares as of the Exercise Date, and for purposes of Regulation
SHO, a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form
through DTC shall be deemed to have exercised its interest in this Warrant upon instructing its broker that is a DTC participant to exercise
its interest in this Warrant, except that, if the Exercise Date is a date when the stock transfer books of the Company are closed, such
Person shall be deemed to have become the holder of such shares at the open of business on the next succeeding date on which the stock
transfer books are open.


 


3.3.7. Funds. The Warrant
Agent shall deposit all funds received by it in payment of the Exercise Price in the account maintained by the Warrant Agent in its name
as agent for the Company. The Warrant Agent shall forward funds received for warrant exercises in a given month by the fifth Business
Day of the following month by wire transfer to an account designated by the Company, or as otherwise from time to time as reasonably requested
by the Company. All funds received by Computershare under this Agreement that are to be distributed or applied by Computershare in the
performance of services hereunder (the “Funds”) shall be held by Computershare as agent for the Company and deposited in one
or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to the terms of this
Warrant Agreement, Computershare will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital
exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long
Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have
no responsibility or liability for any diminution of the Funds that may result from any deposit made by Computershare in accordance with
this Section 3.3.1(c), including any losses resulting from a default by any bank, financial institution or other third party. Computershare
may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare shall not be obligated
to pay such interest, dividends or earnings to the Company, any holder or any other party.


 


4. Adjustments. Upon every adjustment of the
Exercise Price or the number of Warrant Shares issuable upon exercise of a Warrant or any other adjustment pursuant to the terms of the
Warrants, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Exercise Price resulting from
such adjustment and the increase or decrease, if any, in the number of Warrant Shares purchasable at such price upon the exercise of a
Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence
of any event specified in Section 3 of the Warrant, then, in any such event, the Company shall give written notice to each Holder, at
the last address set forth for such holder in the Warrant Register, as of the record date or the effective date of the event.. Failure
to give such notice, or any defect therein, shall not affect the legality or validity of such event. The Warrant Agent shall be entitled
to rely conclusively on, and shall be fully protected in relying on, any certificate, notice or instructions provided by the Company with
respect to any adjustment of the Exercise Price or the number of shares issuable upon exercise of a Warrant, or any related matter, and
the Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with any such certificate,
notice or instructions or pursuant to this Warrant Agreement. The Warrant Agent shall not be deemed to have knowledge of any such adjustment
unless and until it shall have received written notice thereof from the Company.


 


5. Restrictive Legends; Fractional Warrants.
In the event that a Warrant Certificate surrendered for transfer bears a restrictive legend, the Warrant Agent shall not register that
transfer until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating
whether the Warrants must also bear a restrictive legend upon that transfer. The Warrant Agent shall not be required to effect any registration
of transfer or exchange which will result in the transfer of or delivery of a Warrant Certificate for a fraction of a Warrant.


 






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6. Other Provisions Relating to Rights of Holders
of Warrants.


 


6.1. No Rights as Stockholder.
Except as otherwise specifically provided herein, a Holder, solely in its capacity as a Holder of Warrants, 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 Warrant
Agreement be construed to confer upon a Holder, solely in its capacity as the registered holder of Warrants, 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 share capital, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights
or rights to participate in new issues of shares, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is
then entitled to receive upon the due exercise of Warrants.


 


6.2. Reservation of Common
Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued Shares of Common Stock that
will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant Agreement.


 


7. Concerning the Warrant Agent and Other Matters.


 


7.1. Any instructions given to
the Warrant Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed in writing by the Company as soon
as practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized and protected for acting, or failing
to act, in accordance with any oral instructions which do not conform with the written confirmation received in accordance with this Section
7.1.


 


7.2. (a) Whether or not any Warrants
are exercised, for the Warrant Agent’s services as agent for the Company hereunder, the Company shall pay to the Warrant Agent such
fees as may be separately agreed between the Company and Warrant Agent and the Warrant Agent’s out of pocket expenses in connection
with this Warrant Agreement, including, without limitation, the fees and expenses of the Warrant Agent’s counsel. While the Warrant
Agent endeavors to maintain out-of-pocket charges (both internal and external) at competitive rates, these charges may not reflect actual
out-of-pocket costs, and may include handling charges to cover internal processing and use of the Warrant Agent’s billing systems.
(b) All amounts owed by the Company to the Warrant Agent under this Warrant Agreement are due within 30 days of the invoice date. Delinquent
payments are subject to a late payment charge of one and one-half percent (1.5%) per month commencing 45 days from the invoice date. The
Company agrees to reimburse the Warrant Agent for any attorney’s fees and any other costs associated with collecting delinquent
payments. (c) No provision of this Warrant Agreement shall require Warrant Agent to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties under this Warrant Agreement or in the exercise of its rights.


 






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7.3. As agent for the Company hereunder the Warrant
Agent: (a) shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing
by the Warrant Agent and the Company; (b) shall be regarded as making no representations and having no responsibilities as to the validity,
sufficiency, value, or genuineness of the Warrants or any Warrant Shares; (c) shall not be obligated to take any legal action hereunder;
if, however, the Warrant Agent determines to take any legal action hereunder, and where the taking of such action might, in its judgment,
subject or expose it to any expense or liability it shall not be required to act unless it has been furnished with an indemnity reasonably
satisfactory to it; (d) may rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument,
opinion, notice, letter, telegram, telex, email, facsimile transmission or other document or security delivered to the Warrant Agent and
believed by it to be genuine and to have been signed by the proper party or parties; (e) shall not be liable or responsible for any recital
or statement contained in the Registration Statement or any other documents relating thereto, this Warrant Agreement or any Warrant Certificate
except as to its countersignature thereof, or be required to verify the same, but all such statements and recitals are and shall be deemed
to have been made by the Company only; (f) shall not be liable or responsible for any failure on the part of the Company to comply with
any of its covenants and obligations relating to the Warrants, including without limitation obligations under this Warrant Agreement or
applicable securities laws; (g) may rely on and shall be fully authorized and protected in acting or failing to act upon the written,
telephonic or oral instructions with respect to any matter relating to its duties as Warrant Agent covered by this Warrant Agreement (or
supplementing or qualifying any such actions) of officers of the Company, and is hereby authorized and directed to accept instructions
with respect to the performance of its duties hereunder from the Company or counsel to the Company, and may apply to the Company, for
advice or instructions in connection with the Warrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any
delay in acting while waiting for those instructions; any applications by the Warrant Agent for written instructions from the Company
may, at the option of the Warrant Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this
Warrant Agreement and the date on or after which such action shall be taken or such omission shall be effective; the Warrant Agent shall
not be liable for any action taken by, or omission of, the Warrant Agent in accordance with a proposal included in such application on
or after the date specified in such application (which date shall not be less than five (5) Business Days after the date such application
is sent to the Company, unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action,
the Warrant Agent shall have received written instructions in response to such application specifying the action to be taken or omitted;
(h) may consult with counsel satisfactory to the Warrant Agent, including its in- house counsel, and the advice of such counsel shall
be full and complete authorization and protection in respect of any action taken, suffered, or omitted by it hereunder in the absence
of bad faith and in accordance with the advice of such counsel; (i) may perform any of its duties hereunder either directly or by or through
nominees, correspondents, designees, or subagents, and it shall not be liable or responsible for any act, omission, default, misconduct
or negligence on the part of any nominee, correspondent, designee, or subagent absent gross negligence or willful misconduct in the selection
and continued employment thereof (which gross negligence or willful misconduct must be determined by a final, non-appealable judgment
of a court of competent jurisdiction); (j) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting
fees to any Person; (k) shall not be required hereunder to comply with the laws or regulations of any country other than the United States
of America or any political subdivision thereof(l) (and any stockholder, affiliate, member, director, officer, agent, representative or
employee of the Warrant Agent) may buy, sell or deal in any of the Warrants, Warrant Shares or other securities of the Company or become
pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise
act as fully and freely as though it were not the Warrant Agent under this Warrant Agreement, and nothing herein shall preclude the Warrant
Agent or any such stockholder, affiliate, director, member, officer, agent, representative or employee from acting in any other capacity
for the Company or for any other Person; and (m) shall not be required to take notice or be deemed to have notice of any event or condition
hereunder, including any event or condition that may require action by the Warrant Agent, unless the Warrant Agent shall be specifically
notified in writing of such event or condition by the Company, and all notices or other instruments required by this Warrant Agreement
to be delivered to the Warrant Agent must, in order to be effective, be received by the Warrant Agent as specified in Section 7.11 hereof,
and in the absence of such notice so delivered, the Warrant Agent may conclusively assume no such event or condition exists.


 






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7.4. (a) In the absence of gross
negligence or willful misconduct on its part (which gross negligence or willful misconduct must be determined by a final, non-appealable
judgment of a court of competent jurisdiction), the Warrant Agent shall not be liable for any action taken, suffered, or omitted by it
or for any error of judgment made by it in the performance of its duties under this Warrant Agreement. Anything in this Warrant Agreement
to the contrary notwithstanding, in no event shall Warrant Agent be liable for special, indirect, incidental, consequential or punitive
losses or damages of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the
possibility of such losses or damages and regardless of the form of action. Any liability of the Warrant Agent will be limited in the
aggregate to the amount of fees (but not reimbursed costs, charges or expenses) paid by the Company hereunder for the twelve (12) months
preceding the event for which recovery from the Warrant Agent is being sought. The Warrant Agent shall not be liable for any failures,
delays or losses, arising directly or indirectly out of conditions beyond its reasonable control including, but not limited to, acts of
government, exchange or market ruling, suspension of trading, work stoppages or labor disputes, fires, civil disobedience, riots, rebellions,
storms, electrical or mechanical failure, computer hardware or software failure, communications facilities failures including telephone
failure, war, terrorism, insurrection, earthquakes, floods, epidemics, pandemics, acts of God or similar occurrences. (b) In the event
any question or dispute arises with respect to the proper interpretation of the Warrants or the Warrant Agent’s duties under this
Warrant Agreement or the rights of the Company or of any Holder, the Warrant Agent shall not be required to act and shall not be held
liable or responsible for its refusal to act until the question or dispute has been judicially settled (and, if appropriate, it may file
a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent jurisdiction,
binding on all Persons interested in the matter which is no longer subject to review or appeal, or settled by a written document in form
and substance satisfactory to Warrant Agent and executed by the Company and each such Holder. In addition, the Warrant Agent may require
for such purpose, but shall not be obligated to require, the execution of such written settlement by all the Holders and all other Persons
that may have an interest in the settlement.


 


7.5. The Company covenants to
indemnify the Warrant Agent and hold it harmless from and against any loss, liability, damage, judgment, fine, penalty, claim, demand,
settlement, cost or expense (including, without limitation, the reasonable fees and expenses of legal counsel) (“Loss”)
arising out of or in connection with the Warrant Agent’s duties under this Warrant Agreement, including the costs and expenses of
defending itself against any Loss, unless such Loss shall have been determined by a court of competent jurisdiction pursuant to a final,
non-appealable judgment to be a result of the Warrant Agent’s gross negligence or willful misconduct.


 






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7.6. Unless terminated earlier
by the parties hereto, this Warrant Agreement shall terminate 90 days after the earlier of the Expiration Date and the date on which no
Warrants remain outstanding (the “Agreement Termination Date”). On the Business Day following the Agreement Termination
Date, the Agent shall deliver to the Company any entitlements, if any, held by the Warrant Agent under this Warrant Agreement. The Agent’s
rights under this Section 7 shall survive the expiration or termination of this Warrant Agreement and the resignation, removal or replacement
of the Warrant Agent.


 


7.7. If any provision of this
Warrant Agreement shall be held illegal, invalid, or unenforceable by any court, this Warrant Agreement shall be construed and enforced
as if such provision had not been contained herein and shall be deemed an Agreement among the parties to it to the full extent permitted
by applicable law; provided, however, that if such excluded provision shall adversely affect the rights, immunities, liabilities, duties
or obligations of the Warrant Agent, the Warrant Agent shall be entitled to resign immediately upon written notice to the Company.


 


7.8. The Company represents and
warrants that: (a) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation; (b) the offer and
sale of the Warrants and the execution, delivery and performance of all transactions contemplated thereby (including this Warrant Agreement)
have been duly authorized by all necessary corporate action and will not result in a breach of or constitute a default under the articles
of association, bylaws or any similar document of the Company or any indenture, agreement or instrument to which it is a party or is bound;
(c) this Warrant Agreement has been duly executed and delivered by the Company and constitutes the legal, valid, binding and enforceable
obligation of the Company; (d) the Warrants will comply in all material respects with all applicable requirements of law; and (e) to the
best of its knowledge, there is no litigation pending or threatened as of the date hereof in connection with the offering of the Warrants.


 


7.9. [RESERVED].


 


7.10. Set forth in Exhibit
C hereto is a list of the names and specimen signatures of the persons authorized to act for the Company under this Warrant Agreement
(the “Authorized Representatives”). The Company shall, from time to time, certify to you the names and signatures of
any other persons authorized to act for the Company under this Warrant Agreement. The Warrant Agent shall be fully authorized and protected
in relying upon the advice or instructions received from any such Authorized Representatives.


 


7.11. Except as expressly set
forth elsewhere in this Warrant Agreement, all notices, instructions and communications under this Warrant Agreement shall be in writing,
by overnight delivery service, first-class mail, postage prepaid, properly addressed and shall be effective upon receipt and shall be
addressed, if to the Company, to its address set forth beneath its signature to this Warrant Agreement, or, if to the Warrant Agent, to:


 


Computershare Inc.


Computershare Trust Company, N.A.


150 Royall Street


Canton, MA 02021


Attn: Client Services


 


or to such other address of which
a party hereto has notified the other party.


 






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7.12. (a) This Warrant Agreement
shall be governed by and construed in accordance with the internal laws of the State of New York applicable to contracts made in that
state, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of
any jurisdiction other than the State of New York. All actions and proceedings relating to or arising from, directly or indirectly, this
Warrant Agreement may be litigated in courts located within the Borough of Manhattan in the City and State of New York. The Company hereby
submits to the personal jurisdiction of such courts and consents that any service of process may be made by certified or registered mail,
return receipt requested, directed to the Company at its address last specified for notices hereunder. Each of the parties hereto hereby
waives the right to a trial by jury in any action or proceeding arising out of or relating to this Warrant Agreement. (b) This Warrant
Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. This Warrant Agreement may
not be assigned, or otherwise transferred, in whole or in part, by either party without the prior written consent of the other party,
which the other party will not unreasonably withhold, condition or delay; except that (i) consent is not required for an assignment or
delegation of duties by Warrant Agent to any affiliate of Warrant Agent and (ii) any reorganization, merger, consolidation, sale of assets
or other form of business combination by Warrant Agent or the Company shall not be deemed to constitute an assignment of this Warrant
Agreement. (c) No provision of this Warrant Agreement may be amended, modified or waived, except in a written document signed by the Company
and the Warrant Agent. The Company and the Warrant Agent may amend or supplement this Warrant Agreement without the consent of any Holder
for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or
changing any other provisions with respect to matters or questions arising under this Warrant Agreement as the parties may deem necessary
or desirable and that the parties determine, in good faith, shall not adversely affect the interest of the Holders in any material respect.
All other amendments and supplements shall require the vote or written consent of Holders of at least 50.1% of the then outstanding Warrants,
provided that adjustments may be made to the Warrant terms and rights in accordance with Section 4 without the consent of the Holders.
As a condition precedent to the Warrant Agent executing any amendment or supplement, the Company shall deliver a certificate from an Authorized
Representative which states that the proposed supplement or amendment is in compliance with the terms of this Section 7.12(c). Notwithstanding
anything in this Warrant Agreement to the contrary, the Warrant Agent shall not be required to execute any supplement or amendment to
this Warrant Agreement that it has determined would adversely affect its own rights, duties, obligations or immunities under this Warrant
Agreement.


 


7.13. Payment of Taxes.
The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect
of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company may require the Holders to pay any transfer
taxes in respect of the Warrants or such shares. The Warrant Agent may refrain from registering any transfer of Warrants or any delivery
of any Warrant Shares unless or until the Persons requesting the registration or issuance shall have paid to the Warrant Agent for the
account of the Company the amount of such tax or charge, if any, or shall have established to the reasonable satisfaction of the Company
and the Warrant Agent that such tax or charge, if any, has been paid.


 


7.14. Resignation of Warrant
Agent.


 


7.14.1. Appointment of Successor
Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving thirty (30) days’ notice in writing to the Company, or such shorter period of time
agreed to by the Company. The Company may terminate the services of the Warrant Agent, or any successor Warrant Agent, after giving thirty
(30) days’ notice in writing to the Warrant Agent or successor Warrant Agent, or such shorter period of time as agreed. In the event
any transfer agency relationship in effect between the Company and the Warrant Agent terminates, the Warrant Agent will be deemed to have
resigned automatically and be discharged from its duties under this Warrant Agreement as of the effective date of such termination. If
the office of the Warrant Agent becomes vacant by resignation, termination or incapacity to act or otherwise, the Company shall appoint
in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period
of 30 days after it has been notified in writing of such resignation or incapacity by the Warrant Agent, then the Warrant Agent or any
Holder may apply to any court of competent jurisdiction for the appointment of a successor Warrant Agent at the Company’s cost.
Pending appointment of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall
be carried out by the Company. Any successor Warrant Agent (but not including the initial Warrant Agent), whether appointed by the Company
or by such court, shall be a Person organized and existing under the laws of any state of the United States of America, in good standing,
and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority.
After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations
of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed,
and except for executing and delivering documents as provided in the sentence that follows, the predecessor Warrant Agent shall have no
further duties, obligations, responsibilities or liabilities hereunder, but shall be entitled to all rights that survive the termination
of this Warrant Agreement and the resignation or removal of the Warrant Agent, including but not limited to its right to indemnity hereunder.
If for any reason it becomes necessary or appropriate or at the request of the Company, the predecessor Warrant Agent shall execute and
deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights
of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge,
and deliver at the expense of the Company any and all instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 






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7.14.2. Notice of Successor Warrant
Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant
Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.


 


7.14.3. Merger or Consolidation
of Warrant Agent. Any Person into which the Warrant Agent may be merged or converted or with which it may be consolidated or any Person
resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party or any Person succeeding to the shareowner
services business of the Warrant Agent or any successor Warrant Agent shall be the successor Warrant Agent under this Warrant Agreement,
without any further act or deed.


 


8. Miscellaneous Provisions.


 


8.1. Persons Having Rights
under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any Person other than the parties hereto any right, remedy, or
claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The terms
of this Agreement are to be read in conjunction with the applicable terms of the Warrant Certificates. Notwithstanding anything to the
contrary contained herein, to the extent any provision of a Warrant Certificate conflicts with any provision of this Warrant Agreement,
the provision of the Warrant Certificate shall govern and be controlling, provided, however, that all provisions with respect to the rights,
duties, protections and liability of the Warrant Agent shall be determined and interpreted solely by the provisions of this Warrant Agreement.


 


8.2. Examination of the Warrant
Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the office of the Warrant Agent designated
for such purpose for inspection by any Holder. Prior to such inspection, the Warrant Agent may require any such holder to provide reasonable
evidence of its interest in the Warrants.


 


8.3. Counterparts. This
Warrant Agreement may be executed in any number of original, facsimile or electronic counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


8.4. Effect of Headings.
The Section headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect the interpretation
thereof.


 


8.5. Further Assurance.
The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered
all such further and other acts, instruments and assurances as may reasonably be required or requested by the Warrant Agent for the carrying
out or performing by the Warrant Agent of the provisions of this Warrant Agreement.


 


9. Certain Definitions. As used herein, the
following terms shall have the following meanings:


 


		(a)	“Trading Day” means a day on which the Common Stock is traded on a Trading Market.



 


		(b)	“Trading Market” means any of the following markets or exchanges on which the Common
Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market,
the Nasdaq Global Select Market, the New York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).



 






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IN WITNESS WHEREOF, this Warrant Agent Agreement has
been duly executed by the parties hereto as of the day and year first above written.


 


	 	

    CINGULATE
    INC.

	 	 	 
	 	By:	 
	 	Name:	Shane
    J. Schaffer
	 	Title:	Chief
    Executive Officer


 


		COMPUTERSHARE
                    INC., and 

    COMPUTERSHARE
    TRUST COMPANY, N.A. (for both parties)

	 	 	 
	 	By:	                        
	 	Name:	 
	 	Title:	 


 




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EXHIBIT A


 


COMMON STOCK PURCHASE WARRANT


CINGULATE INC.


 




    	13



     


    

 


EXHIBIT B


 


WARRANT CERTIFICATE REQUEST


NOTICE


 


To: Computershare Inc. and Computershare Trust Company,
jointly, as Warrant Agent for Cingulate Inc. (the “Company”)


 


The undersigned Holder of Common Stock Purchase Warrants
(“Warrants”) in the form of Global Warrants issued by the Company hereby elects to receive a Warrant Certificate evidencing
the Warrants held by the Holder as specified below:


 


	1.	Name of Holder of Warrants in form of Global Warrants: ______________________________
	 	 
	2.	Name of Holder in Warrant Certificate (if different from name of Holder of Warrants in form of Global Warrants):
	 	 
	3.	Number of Warrants in name of Holder in form of Global Warrants: _____________________
	 	 
	4.	Number of Warrants for which Warrant Certificate shall be issued: ____________________
	 	 
	5.	Number of Warrants in name of Holder in form of Global Warrants after issuance of Warrant Certificate, if any:
	 	 
	6.	Warrant Certificate shall be delivered to the following address:


 


	 	 
	 	 
	 	 
	 	 


 


The undersigned hereby acknowledges and agrees that,
in connection with this Warrant Exchange and the issuance of the Warrant Certificate, the Holder is deemed to have surrendered the number
of Warrants in form of Global Warrants in the name of the Holder equal to the number of Warrants evidenced by the Warrant Certificate.


 


[SIGNATURE OF HOLDER]


 


Name of Investing Entity:  ___________________________________________________________________________


Signature of Authorized Signatory of Investing
Entity:   _____________________________________________________


Name of Authorized Signatory:  _______________________________________________________________________


Title of Authorized Signatory:  ________________________________________________________________________


Date:  __________________________________________________________________________________________



 



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EXHIBIT C


 


AUTHORIZED REPRESENTATIVES


 


	Name	 	Title	 	Signature
	 	 	 	 	 
	Shane J. Shaffer	 	Chief Executive Officer	 	 
	 	 	 	 	 
	

    Louis Van Horn
	 	Chief Financial Officer	 	 
	 	 	 	 	 
	Craig Gilgallon	 	General Counsel	 	 


 






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