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 July [●], 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.


 






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(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.


 






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(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.


 


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.


 






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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.


 


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.


 






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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.


 






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(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.


 


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:
[*]


 


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:
[*]


 






    9


     


    

 


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.


 


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.


 






    10


     


    

 


(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.


 


(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


 






    11


     


    

 


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)