Exhibit 4.1


 


NEITHER THIS SECURITY NOR
THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY
MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE COMPANY MAY REQUIRE AN OPINION OF
COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THIS SECURITY IS SUBJECT TO THE TRANSFER RESTRICTIONS SET FORTH HEREIN
AS AMENDED FROM TIME TO TIME, COPIES OF WHICH ARE AVAILABLE WITH THE SECRETARY OF THE COMPANY.


 


NeuroOne
Medical Technologies Corporation


 


Warrant
to Purchase Common Stock


 


Number of Shares: 350,000 (subject to adjustment)


 


	Warrant No. 2022 COM-1	Original Issue Date:
August 2, 2022



 


NeuroOne
Medical Technologies Corporation, a Delaware corporation (the “Company”), hereby certifies that,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Zimmer,
Inc., a Delaware corporation or its registered assigns (the “Holder”), is entitled, subject to the
terms set forth below, to purchase from the Company up to a total of 350,000 shares of the Common Stock, $0.001 par value per share (the
“Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares,
the “Warrant Shares”) at an exercise price per share equal to $3.00 per share (as adjusted from time to time
as provided in Section 9 herein, the “Exercise Price”) upon surrender of this Warrant to Purchase Common
Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”)
at any time and from time to time on or after the six (6) month anniversary of the Original Issue Date (the “Initial Exercise
Date”) and through and including the earlier of 5:30 P.M., New York City time, on August 2, 2027 or the expiration
or termination of this Warrant as set forth herein (the “Expiration Date”), subject to the following terms and
conditions:


 


		1.	Definitions.
For purposes of this Warrant, the following terms shall have the following meanings:



 


		(a)	“Affiliate” means any Person that,
directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as
such terms are used in and construed under Rule 405 under the Securities Act.



 






     


     


    

 


		(b)	“Closing Sale Price” means, for
any security as of any date, the last trade price for such security on the Principal Trading Market for such security, as reported by
Bloomberg L.P., or, if such Principal Trading Market begins to operate on an extended hours basis and does not designate the last trade
price, then the last trade price of such security prior to 4:00 P.M., New York City time, as reported by Bloomberg L.P., or if the security
is not listed for trading on a Trading Market on the relevant date, the last quoted bid price for the security in the over-the-counter
market on the relevant date as reported by OTC Markets Group Inc. (or a similar organization or agency succeeding to its functions of
reporting prices). If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases,
the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder.
If the Company and the Holder are unable to agree upon the fair market value of such security, then the fair market value shall be determined
by an independent qualified appraiser selected mutually by the Company and the Holder and paid for by the Company. The independent qualified
appraiser’s determination shall be binding upon all parties absent demonstrable error. All such determinations shall be appropriately
adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.



 


		(c)	“Commission” and/or “SEC”
means the United States Securities and Exchange Commission.



 


		(d)	“Marketable Securities” means securities
meeting all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section
15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is then current in its filing
of all required reports and other information under the Securities Act and the Exchange Act; (ii) the class and series of shares or other
security of the issuer that would be received by Holder in connection with the Fundamental Transaction (as defined below) were Holder
to exercise this Warrant on or prior to the closing thereof is then traded or quoted on a nationally recognized securities exchange,
inter-dealer quotation system or over-the-counter market, and (iii) following the closing of such Fundamental Transaction, the Holder
would not be restricted from publicly re-selling all of the issuer’s shares and/or other securities that would be received by the
Holder in such Fundamental Transaction were the Holder to exercise or convert this Warrant in full on or prior to the closing of such
Fundamental Transaction, except to the extent that any such restriction (x) arises solely under applicable securities laws, rules or
regulations, and (y) does not extend beyond six (6) months from the closing of such Fundamental Transaction.



 


		(e)	“Person” means an individual or
corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any kind.



 


		(f)	“Principal Trading Market” means
the Trading Market, if any, on which the Common Stock is primarily listed on and quoted for trading.



 


		(g)	“Trading Day” means a day on which
the Principal Trading Market is open for trading. If the Common Stock is not listed or admitted for trading, “Trading Day”
means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking
institutions in New York City are authorized or required by law or other governmental action to close.



 


		(h)	“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, or the New York Stock Exchange (or any successors
to any of the foregoing).



 


		(i)	“Transfer Agent” means Action Stock
Transfer Corporation, the Company’s transfer agent and registrar for the Common Stock, and any successor appointed in such capacity.



 






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		2.	Warrant Register.
The Company shall register ownership of this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder (which shall include the initial Holder or, as the case may be, any assignee
to which this Warrant is assigned hereunder) from time to time. The Company may deem and treat the registered Holder of this Warrant
as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent
actual notice to the contrary.



 


		3.	Registration of
Transfers. Subject to compliance with all applicable securities laws, the conditions herein and such reasonable requirements
as the Company may require, the Company shall, or will cause the Transfer Agent to, register the transfer of all or any portion of this
Warrant in the Warrant Register, upon surrender of this Warrant, and payment for all applicable transfer taxes (if any). Upon any such
registration or transfer, a new warrant to purchase Common Stock in substantially the form of this Warrant (any such new warrant, a “New
Warrant”) evidencing the portion of this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing
the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New
Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of
the New Warrant that the Holder has in respect of this Warrant. The Company shall, or will cause the Transfer Agent to, prepare, issue
and deliver at the Company’s own expense any New Warrant under this Section 3. Until due presentment for registration of
transfer, the Company may treat the registered Holder hereof as the owner and holder for all purposes, and the Company shall not be affected
by any notice to the contrary. This Warrant and the Warrant Shares are and may continue to be subject to resale restrictions and hold
periods, and the Holder (and any transferee) should consult its legal advisor in respect of the same. If, at the time of the surrender
of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant
to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible
for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company
may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provide to
the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which
opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred
portion of this Warrant under the Securities Act. The Holder, by the acceptance hereof, represents and warrants that it is acquiring
this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not
with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable
state securities law, except pursuant to sales registered or exempted under the Securities Act.



 


		4.	Exercise and Duration
of Warrant.



 


		(a)	All or any part of this Warrant shall be exercisable by the
registered Holder in any manner permitted by this Warrant at any time and from time to time on or after the Initial Exercise Date and
through and including the Expiration Date.



 


		(b)	The Holder may exercise this Warrant by delivering to the
Company an exercise notice, in the form attached as Schedule 1 attached hereto (the
“Exercise Notice”), completed and duly signed. Within one (1) Trading Day following the date of delivery of
the Exercise Notice, the Holder shall make payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is
being exercised (which may take the form of a “cashless exercise” if so indicated in the Exercise Notice pursuant to Section
10 below). The date on which such Exercise Notice is delivered to the Company (as determined in accordance with the notice provisions
hereof) is an “Exercise Date”; provided, that if the Exercise Price is not delivered on or before one (1) Trading
Day following the date of delivery of the Exercise Notice, the Exercise Date shall be deemed to be one (1) Trading Day following the
date of that the Exercise Price is delivered to the Company. No ink-original Notice of Exercise shall be required, nor shall any medallion
guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. The Holder shall not be required to deliver
the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect
as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant
Shares, if any. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of
this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase
hereunder at any given time may be less than the amount stated on the face hereof.



 






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		5.	Delivery of Warrant
Shares. Upon exercise of this Warrant, the Company shall promptly (but in no event later than two (2) Trading Days after the
Exercise Date) credit such aggregate number of shares of the Common Stock to which the Holder is entitled pursuant to such exercise in
book entry form with the Transfer Agent.



 


		6.	Charges, Taxes and
Expenses. Issuance and delivery of certificates for shares of the Common Stock upon exercise of this Warrant shall be made
without charge to the Holder for any issue or transfer tax, fees of the Transfer Agent or other incidental tax or expense (excluding
any applicable stamp duties) in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company;
provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved
in the registration of any certificates for Warrant Shares or this Warrant in a name other than that of the Holder or an Affiliate thereof.
The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving
Warrant Shares upon exercise hereof.



 


		7.	Replacement of Warrant.
If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for
and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction (in such case) and, in each case, a customary and reasonable indemnity
and surety bond, if requested by the Company which shall not be required if the Holder provides an affidavit of loss and self-indemnity.
Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay
such other reasonable third-party costs as the Company may prescribe (for the avoidance of doubt, the Holder shall not be required to
pay any costs related to legal counsel for the Company). If a New Warrant is requested as a result of a mutilation of this Warrant, then
the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the
New Warrant.



 


		8.	Reservation of Warrant
Shares. The Company covenants that it will, at all times while this Warrant is outstanding, reserve and keep available out
of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue
Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are then issuable and deliverable
upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the
Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all of the Warrant Shares
so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof,
be duly and validly authorized, issued and fully paid and non-assessable. The Company will take all such action as may be reasonably
necessary to assure that such shares of the Common Stock may be issued as provided herein without violation of any applicable law or
regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed.
The Company further covenants that it will not, without the prior written consent of the Holder, take any actions to increase the par
value of the Common Stock at any time while this Warrant is outstanding.



 


		9.	Certain Adjustments.
The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as
set forth in this Section 9.



 


		(a)	Stock Dividends and Splits. If the Company, at any
time while this Warrant is outstanding, (i) pays a stock dividend on shares of the Common Stock or otherwise makes a distribution on
any class of capital stock issued and outstanding on the Original Issue Date and in accordance with the terms of such stock on the Original
Issue Date that is payable in shares of the Common Stock, (ii) subdivides its outstanding shares of the Common Stock into a larger number
of shares of the Common Stock, (iii) combines its outstanding shares of the Common Stock into a smaller number of shares of the Common
Stock or (iv) issues by reclassification of shares of capital stock any additional shares of the Common Stock of the Company, then in
each such case the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of the Common
Stock outstanding immediately before such event and the denominator of which shall be the number of shares of the Common Stock outstanding
immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the
record date for the determination of stockholders entitled to receive such dividend or distribution, provided, however, that if such
record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Exercise Price shall be recomputed
accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted pursuant to this paragraph
as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective
immediately after the effective date of such subdivision or combination.



 






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		(b)	Pro Rata Distributions. If the Company, at any time
while this Warrant is outstanding, distributes to all holders of shares of the Common Stock for no consideration (i) evidences of its
indebtedness, (ii) any security (other than a distribution of shares of the Common Stock covered by the preceding paragraph), (iii) rights
or warrants to subscribe for or purchase any security, or (iv) cash or any other asset (in each case, a “Distribution”),
other than a reclassification as to which Section 9(c) applies, then in each such case, the Holder shall be entitled to participate
in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of
the Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without
limitation, the ownership limitation set forth in Section 11(a) hereof) immediately before the date of which a record is taken
for such Distribution, or, if no such record is taken, the date as of which the record holders of the Common Stock are to be determined
for the participation in such Distribution (provided, however, to the extent that the Holder’s right to participate in any such
Distribution would result in the Holder exceeding the ownership limitation set forth in Section 11(a) hereof, then the Holder
shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of the Common
Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit
of the Holder until the earlier of (i) such time, if ever, as the delivery to such Holder of such portion would not result in the Holder
exceeding the ownership limitation set forth in Section 11(a) hereof and (ii) such time as the Holder has exercised this Warrant.



 


		(c)	Fundamental Transactions. If, at any time while this
Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another Person, in which the Company
is not the surviving entity and in which the stockholders of the Company immediately prior to such merger or consolidation do not own,
directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation, (ii)
the Company effects any sale to another Person of all or substantially all of its assets in one transaction or a series of related transactions,
(iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares
representing more than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable,
accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires
more than the 50% of the voting power of the capital stock of the Company (not including any shares of the Common Stock held by the other
Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share
purchase agreement or other business combination and excluding shares acquired upon conversion of any currently outstanding convertible
securities in accordance with the terms thereof as in effect on the date hereof) or (v) the Company effects any reclassification of the
Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other
securities, cash or property (other than as a result of a subdivision or combination of shares of the Common Stock covered by Section
9(a) above) (in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction
the Holder shall have the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as
it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such
Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard
to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not effect
any Fundamental Transaction in which the Company is not the surviving entity or the Alternate Consideration includes securities of another
Person unless (i) the Alternate Consideration is solely cash and the Company provides for the simultaneous “cashless exercise”
of this Warrant pursuant to Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to
the Company, surviving entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver
to the Holder such Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and
the other obligations under this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous
of a Fundamental Transaction type. Notwithstanding the foregoing, in the event of a Fundamental Transaction where the consideration payable
to holders of the Common Stock consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities,
then this Warrant shall automatically be deemed to be exercised in full in a “cashless exercise” pursuant to Section 10
below effective immediately prior to and contingent upon the consummation of such Fundamental Transaction.



 






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		(d)	Number of Warrant Shares. Simultaneously with any
adjustment to the Exercise Price pursuant to Section 9 (including any adjustment to the Exercise Price that would have been effected
but for the final sentence in this paragraph (d)), the number of Warrant Shares that may be purchased upon exercise of this Warrant
shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the
increased or decreased number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such
adjustment. Notwithstanding the foregoing, in no event may the Exercise Price be adjusted below the par value of the Common Stock then
in effect.



 


		(e)	Calculations. All calculations under this Section
9 shall be made to the nearest one-tenth of one cent or the nearest share, as applicable.



 


		(f)	Notice of Adjustments. Upon the occurrence of each
adjustment pursuant to this Section 9, the Company at its expense will, at the written request of the Holder, promptly compute
such adjustment, in good faith, in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment,
including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon
exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts
upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder
and to the Transfer Agent.



 


		(g)	Notice of Corporate Events. If, while this Warrant
is outstanding, the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its
Common Stock, including, without limitation, any granting of rights or warrants to subscribe for or purchase any capital stock of the
Company or any subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for
any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then,
except if such notice and the contents thereof shall be deemed to constitute material non-public information, the Company shall deliver
to the Holder a notice of such transaction at least ten (10) days prior to the applicable record or effective date on which a Person
would need to hold Common Stock in order to participate in or vote with respect to such transaction; provided, however, that the failure
to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.
In addition, if while this Warrant is outstanding, the Company authorizes or approves, enters into any agreement contemplating or solicits
stockholder approval for any Fundamental Transaction contemplated by Section 9(c), other than a Fundamental Transaction under
clause (iii) of Section 9(c), then the Company shall deliver to the Holder a notice of such Fundamental Transaction at least ten
(10) days prior to the date such Fundamental Transaction is consummated. Holder agrees to maintain any information disclosed pursuant
to this Section 9(g) in confidence until such information is publicly available, and shall comply with applicable law with respect
to trading in the Company’s securities following receipt any such information.



 


		10.	Payment of Exercise
Price. This Warrant shall be exercised for cash; provided, however, that if at the time of exercise hereof there is no effective
registration statement registering, or the prospectus contained therein is not available for, the issuance of the Warrant Shares, and
there is also no effective registration statement registering the resale by the Holder of the Warrant Shares, then the Holder may, in
its sole discretion, satisfy its obligation to pay the Exercise Price through a “cashless exercise”, in which event the Company
shall issue to the Holder the number of the Warrant Shares in an exchange of securities effected pursuant to Section 3(a)(9) of the Securities
Act, as determined as follows:



 


X = Y [(A-B)/A]


 


where:


 


“X” equals the number of the
Warrant Shares to be issued to the Holder;


 


“Y” equals the total number
of the Warrant Shares with respect to which this Warrant is then being exercised;


“A” equals the Closing Sale
Price per share of the Common Stock as of the Trading Day immediately preceding the Exercise Date if the Exercise Notice is delivered
prior to market close on the Exercise Date; and


 


“B” equals the Exercise Price
per Warrant Share then in effect on the Exercise Date.


 






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For purposes of Rule 144 promulgated under the
Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a “cashless exercise” transaction
shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced,
on the date this Warrant was originally issued (provided that the Commission continues to take the position that such treatment is proper
at the time of such exercise). Except as set forth in Section 12 (payment of cash in lieu of fractional shares), in no event will
the exercise of this Warrant be settled in cash.


 


		11.	Limitations on Exercise.



 


		(a)	Notwithstanding anything to the contrary contained herein,
the Company shall not effect any exercise of this Warrant, and the Holder shall not be entitled to exercise this Warrant for a number
of the Warrant Shares in excess of that number of the Warrant Shares which, upon giving effect or immediately prior to such exercise,
would cause (i) the aggregate number of shares of the Common Stock beneficially owned by the Holder, its Affiliates and any other Persons
whose beneficial ownership of the Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange
Act to exceed 4.99% (the “Maximum Percentage”) of the total number of issued and outstanding shares of the
Common Stock of the Company following such exercise, or (ii) the combined voting power of the securities of the Company beneficially
owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of the Common Stock would be aggregated with
the Holder’s for purposes of Section 13(d) of the Exchange Act to exceed 4.99% of the combined voting power of all of the securities
of the Company then outstanding following such exercise. For purposes of this Warrant, in determining the number of outstanding shares
of the Common Stock, the Holder may rely on the number of outstanding shares of the Common Stock as reflected in (x) the Company’s
most recent Form 10-Q or Form 10-K, as the case may be, filed with the Commission prior to the date hereof, (y) a more recent public
announcement by the Company or (z) any other notice by the Company or the Transfer Agent setting forth the number of shares of the Common
Stock outstanding. Upon the written request of the Holder, the Company shall within three (3) Trading Days confirm in writing or by electronic
mail to the Holder the number of shares of the Common Stock then outstanding. In any case, the number of outstanding shares of the Common
Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by
the Holder since the date as of which such number of outstanding shares of the Common Stock was reported. By written notice to the Company,
the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified not in excess of 19.99%
specified in such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is
delivered to the Company. For purposes of this Section 11(a), the aggregate number of shares of the Common Stock or voting securities
beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of the Common Stock would be aggregated
with the Holder’s for purposes of Section 13(d) of the Exchange Act shall include the shares of the Common Stock issuable upon
the exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of the Common
Stock which would be issuable upon (x) exercise of the remaining unexercised and non-cancelled portion of this Warrant by the Holder
and (y) exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Company that
do not have voting power (including without limitation any securities of the Company which would entitle the holder thereof to acquire
at any time shares of the Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares
of the Common Stock), is subject to a limitation on conversion or exercise analogous to the limitation contained herein and is beneficially
owned by the Holder or any of its Affiliates and other Persons whose beneficial ownership of the Common Stock would be aggregated with
the Holder’s for purposes of Section 13(d) of the Exchange Act.



 


		(b)	This Section 11 shall not restrict the number of shares
of the Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration
that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9(c) of this Warrant.



 






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		12.	No Fractional Shares.
No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of any fractional shares that would
otherwise be issuable, the number of Warrant Shares to be issued shall be rounded down to the next whole number and the Company shall
pay the Holder in cash the fair market value (based on the Closing Sale Price) for any such fractional shares.



 


		13.	Notices.
Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be in
writing and shall be deemed given and effective, whether or not received by the recipient party, on the earliest of (i) the time of transmission,
if such notice or communication is delivered via confirmed e-mail prior to 5:30 P.M., New York City time, on a Trading Day, (ii) the
next Trading Day after the date of transmission, if such notice or communication is delivered via confirmed e-mail on a day that is not
a Trading Day or later than 5:30 P.M., New York City time, on any Trading Day, (iii) the Trading Day following the date of mailing, if
sent by nationally recognized overnight courier service specifying next business day delivery, or (iv) upon actual receipt by the Person
to whom such notice is required to be given, if by hand delivery. The addresses and e-mail addresses for such communications shall be:



 


If to the Company:


NeuroOne Medical Technologies
Corporation


Attention: CEO


7559 Anagram Drive


Eden Prairie, Minnesota 55344


Email: DaveR@N1MTC.com


 


If to the Holder, notice shall be given to:


 


Zimmer, Inc.


c/o General Manager


Zimmer Biomet CMF and Thoracic
LLC


1520 Tradeport Drive


Jacksonville, Florida 32218


Email: brian.hatcher@zimmerbiomet.com


 


Or, in each of the above instances, notice shall
be given to such other address or e-mail address as the recipient party has specified by written notice given to each other party.


 


		14.	Warrant Agent.
The Company shall initially serve as warrant agent under this Warrant. Upon ten (10) days’ notice to the Holder, the Company may
appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting
from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any
new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent
under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant
agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.



 






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		15.	Miscellaneous.



 


		(a)	No Rights as a Stockholder. The Holder, solely in
such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder
of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder,
solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right
to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation,
merger, amalgamation, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior
to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant.
In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities
(upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company.



 


		(b)	Authorized Shares. Except and to the extent as waived
or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate or articles
of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate
to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the
Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior
to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant, and (iii) use commercially reasonable efforts
to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.



 


		(c)	Successors and Assigns. Subject to compliance with
applicable securities laws, this Warrant may be assigned by the Holder. This Warrant may not be assigned by the Company without the written
consent of the Holder, except to a successor in the event of a Fundamental Transaction. This Warrant shall be binding on and inure to
the benefit of the Company and the Holder and their respective successors and assigns. Subject to the preceding sentence, nothing in
this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause
of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder, or their successors and
assigns.



 


		(d)	Amendment and Waiver. Except as otherwise provided
herein, the provisions of the Warrant may be amended and the Company may take any action herein prohibited, or omit to perform any act
herein required to be performed by it, only if the Company has obtained the written consent of the Holder.



 


		(e)	Acceptance. Receipt of this Warrant by the Holder
shall constitute acceptance of and agreement to all of the terms and conditions contained herein.



 






    9


     


    

 


		(f)	Governing Law; Jurisdiction. ALL QUESTIONS CONCERNING
THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH OF THE COMPANY AND THE HOLDER
HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF
MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED
HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT
TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT. EACH
OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH
SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY)
TO SUCH PERSON AT THE ADDRESS IN EFFECT FOR NOTICES TO IT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF
PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED
BY LAW. EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.



 


		(g)	Headings. The headings herein are for convenience
only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.



 


		(h)	Severability. In case any one or more of the provisions
of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions
of this Warrant shall not in any way be affected or impaired thereby, and the Company and the Holder will attempt in good faith to agree
upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate
such substitute provision in this Warrant.



 


Signatures
on the Following Page


 




    10


     


    

 


In
Witness Whereof, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated
above.


 


	 	NeuroOne Medical Technologies

 Corporation
	 	 	 
	 	By:	 
	 	Name: 	Dave Rosa
	 	Title: 	Chief Executive Officer and President



 




     


     


    

 


SCHEDULE 1


FORM OF EXERCISE NOTICE


 


[To be executed by the Holder to purchase shares
of the Common Stock under the Warrant]


 


Ladies and Gentlemen:


 


(1) The
undersigned is the Holder of Warrant No. ___ (the “Warrant”) issued by NeuroOne Medical Technologies Corporation,
a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined herein have
the respective meanings set forth in the Warrant.


 


(2) The undersigned hereby
exercises its right to purchase   Warrant Shares pursuant to the Warrant.


 


(3) The
Holder intends that payment of the Exercise Price shall be made as (check one):


 


☐ Cash Exercise


☐ “Cashless Exercise”
under Section 10 of the Warrant


 


(4) If
the Holder has elected a Cash Exercise, the Holder shall pay the sum of $ in immediately available funds to the Company in accordance
with the terms of the Warrant.


 


(5) Pursuant
to this Exercise Notice, the Company shall deliver to the Holder Warrant Shares determined in accordance with the terms of the Warrant.
The Warrant Shares shall be delivered in book entry form.


 


(6) By
its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced
hereby the Holder will not beneficially own in excess of the number of shares of the Common Stock (as determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 11(a) of the Warrant to which this notice
relates.


 


	 	Dated: 	 
	 	Name of Holder: 	 
	 	By: 	 
	 	Name: 	 
	 	Title: 	 
	 	Address: 	 
	 	 	 
	 	 	 
	 	SSN/EIN: 	 



 


(Signature must conform in all respects to name
of Holder as specified on the face of the Warrant)