Form 8-K

8-K — Beyond Air, Inc.

Accession: 0001493152-26-035550

Filed: 2026-07-31

Period: 2026-07-29

CIK: 0001641631

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-4.2 (ex4-2.htm)

EX-4.3 (ex4-3.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-99.1 (ex99-1.htm)

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8-K

8-K (Primary)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of report (Date of earliest event reported): July 29, 2026

Beyond

Air, Inc.

(Exact

Name of Registrant as Specified in Charter)

Delaware

001-38892

47-3812456

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)

900

Stewart Avenue, Suite 301

Garden

City, NY 11530

(Address

of Principal Executive Offices and Zip Code)

(516)

665-8200

Registrant’s

Telephone Number, Including Area Code

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written communication pursuant

to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title of

each class

Trading Symbol(s)

Name of each

exchange on which registered

Common Stock, par value

$.0001 per share

XAIR

The Nasdaq Stock Market

LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry Into a Material Definitive Agreement.

July 29, 2026, Beyond Air, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)

with certain institutional investors and certain directors and executive officers of the Company (collectively, the “Investors”).

Pursuant to the Purchase Agreement, the Company agreed to issue and sell to the Investors, severally and not jointly, in a private placement

(the “Private Placement”) (i) an aggregate of 167,011 shares (the “Shares”) of the Company’s common stock,

par value $0.0001 per share (the “Common Stock”), (ii) pre-funded warrants to purchase up to an aggregate of 1,638,835 shares

of Common Stock (the “Pre-Funded Warrants”), (iii) Series A common stock purchase warrants to purchase up to an aggregate

of 1,805,846 shares of Common Stock (the “Series A Warrants”) and (iv) Series B common stock purchase warrants to purchase

up to an aggregate of 1,805,846 shares of Common Stock (the “Series B Warrants” and, together with the Series A Warrants,

the “Common Warrants”). The Pre-Funded Warrants and the Common Warrants are referred to collectively herein as the “Warrants.”

Each

Share, and each Pre-Funded Warrant issued in lieu of Shares, was sold together with one Series A Warrant and one Series B Warrant. The

combined purchase price for each Share and the accompanying Common Warrants is $5.66 for the participating institutional investors and

$5.76 for the participating directors and executive officers. The combined purchase price for each Pre-Funded Warrant and the accompanying

Common Warrants is $5.6599, which equals the $5.66 institutional investor purchase price less the $0.0001 per share exercise price of

the Pre-Funded Warrants. The combined purchase price per Share (or Pre-Funded Warrant in lieu thereof) and accompanying Common Warrants

was priced at-the-market under the rules of The Nasdaq Stock Market LLC.

The

Private Placement is expected to result in aggregate gross proceeds to the Company of approximately $10.2 million at the closing, before

deducting placement agent fees and other offering expenses payable by the Company. There can be no assurance that any Common Warrants

will be exercised or, if exercised, that they will be exercised for cash. The Company currently intends to use the net proceeds of the

Private Placement for working capital and general corporate purposes. Under the Purchase Agreement, the closing of the Private Placement

(the “Closing” and the date on which it occurs, the “Closing Date”) is to occur no earlier than the first business

day, and no later than the second business day, following the date of the Purchase Agreement, subject to the satisfaction or waiver of

customary closing conditions. The Closing is expected to occur on or about July 31, 2026.

The

Pre-Funded Warrants have an exercise price of $0.0001 per share, are exercisable immediately upon issuance and will expire when exercised

in full. The Pre-Funded Warrants may not be exercised if the aggregate number of shares of Common Stock beneficially

owned by the holder thereof immediately following such exercise would exceed a specified beneficial ownership limitation, not to exceed

19.99%. The Series A Warrants and the Series B Warrants each have an exercise price of $5.51 per share and are exercisable immediately

upon issuance. The Common Warrants may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the

holder thereof immediately following such exercise would exceed a specified beneficial ownership limitation; not to exceed 9.99%.

The Series A Warrants will expire on the earlier of (i) the first anniversary of their issuance or (ii) the date that is 45 days following

approval by the U.S. Food and Drug Administration of the Company’s pending premarket approval supplement for LungFit PH II, subject

to the provisions of the Series A Warrants addressing the availability of an effective registration statement and a current prospectus

covering the resale of the shares of Common Stock issuable upon exercise of the Series A Warrants. The Series B Warrants will expire

five years following their issuance.

Certain

of the Company’s directors and executive officers, including Robert Goodman, the Company’s Chief Executive Officer, and Daniel

Moorhead, the Company’s Chief Financial Officer, are participating in the Private Placement on the same terms as the participating

institutional investors, except that the combined purchase price per Share and accompanying Common Warrants for such participants is

$5.76 as described above, and such participants are not purchasing Pre-Funded Warrants. The participation of the Company’s directors

and executive officers in the Private Placement was reviewed and approved by the Audit Committee of the Company’s Board of Directors

in accordance with the Company’s related person transaction policy.

The

exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to appropriate adjustment

in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting

the Common Stock. In addition, in the event of certain fundamental transactions, as described in the Warrants, including a merger, sale

of substantially all assets, tender offer or exchange offer, or reclassification of the Common Stock, a holder of Warrants will be entitled

to receive, upon exercise of the Warrants, the same amount and kind of securities, cash or property that such holder would have been

entitled to receive had such holder exercised the Warrants immediately prior to such fundamental transaction.

connection with the Private Placement, the Company entered into a registration rights agreement with the Investors (the “Registration

Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company agreed to prepare and file with the Securities and

Exchange Commission (the “SEC”), no later than 15 days following the closing (the “Filing Deadline”),

a resale registration statement (the “Registration Statement”) covering the resale of all of the Registrable Securities,

which shall consist of the Shares and the shares of Common Stock issuable upon exercise of the Warrants (without giving effect

to any limitation on exercise). The Company agreed to use its reasonable best efforts to cause the Registration Statement to

be declared effective at the earliest possible date and in any event no later than (i) the 45th calendar day following the filing date

if the Registration Statement is not reviewed by the SEC or (ii) the 75th calendar day following the filing date if the Registration Statement is reviewed by the SEC (the applicable date, the “Effectiveness Deadline”). The Company also agreed

to use reasonable best efforts to keep the Registration Statement continuously effective, as applicable.

Under

the Purchase Agreement, from the date of the Purchase Agreement until 60 days after the business day immediately following the effective

date of the Registration Statement, the Company may not, subject to certain exceptions, (i) issue shares of Common Stock

or Common Stock equivalents or (ii) file with the SEC a registration statement relating to shares of Common Stock or Common Stock equivalents,

in each case other than pursuant to the Registration Rights Agreement. These restrictions are subject to customary exceptions.

addition, from the date of the Purchase Agreement until 180 days following the effective date of the Registration Statement, the

Company may not effect, or enter into an agreement to effect, an issuance of Common Stock or Common Stock equivalents involving a “Variable

Rate Transaction,” as defined in the Purchase Agreement, which includes issuances at prices that vary with or reset by reference

to the trading price of the Common Stock and transactions under equity lines of credit and at-the-market facilities. Beginning 60 days

after such effective date, however, the entry into, and the issuance of shares of Common Stock under, an at-the-market offering with

Cantor Fitzgerald & Co. (“Cantor”) will not be deemed a Variable Rate Transaction. Any Investor is entitled to

seek injunctive relief to preclude a prohibited issuance.

Cantor acted as lead placement agent for the Private Placement, and Citizens JMP Securities, LLC

(“Citizens”) and Lake Street Capital Markets, LLC (“Lake Street” and, together with Cantor and Citizens, the

“Placement Agents”) acted as placement agents for the Private Placement. The Placement Agents acted solely as placement

agents and did not purchase or sell any of the securities offered in the Private Placement.

Closing and pursuant to engagement letters with the Placement Agents, the

Company is obligated to pay an aggregate cash fee equal to 7.0% of the portion of the gross proceeds from

the Private Placement. Based on the gross proceeds

expected to be received at the Closing, the Company expects to pay the Placement Agents an aggregate cash fee of approximately $0.7

million at

Closing. For purposes of these arrangements, gross proceeds

include the gross proceeds received at the Closing, any additional gross proceeds received upon exercise of the Pre-Funded Warrants,

and any additional gross proceeds received upon exercise of the Series A Warrants, but no placement agent fee is payable upon exercise

of the Series B Warrants. The Company has also agreed to reimburse Cantor for reasonable and documented out-of-pocket expenses, including

fees and disbursements of its counsel, in an aggregate amount not to exceed $100,000.

The

Shares, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants have not been registered under the Securities

Act or applicable state securities laws and are being offered and sold in reliance on the exemption from registration provided by Section

4(a)(2) of the Securities Act. Neither the Company nor any person acting on its behalf engaged in any general solicitation or general advertising in connection

with the Private Placement. The securities issued in the Private Placement will be subject to customary restrictions on transfer.

The

foregoing descriptions of the Purchase Agreement, the Registration Rights Agreement, the Pre-Funded Warrants, the Series A Warrants,

and the Series

B Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements and

instruments, copies or forms of which are filed as Exhibits 10.1, 10.2, 4.1, 4.2, and

4.3, respectively, to this Current Report

on Form 8-K and are incorporated herein by reference.

The

representations, warranties and covenants contained in the agreements described above were made only for purposes of those agreements

and as of specified dates, were solely for the benefit of the parties thereto, and may be subject to limitations, qualifications and

exceptions agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purpose of allocating

contractual risk between the parties rather than establishing matters as facts. Investors should not rely on the representations, warranties

or covenants, or any description thereof, as characterizations of the actual state of facts or condition of the Company or any of its

subsidiaries or affiliates.

Item

3.02 Unregistered Sales of Equity Securities.

The

information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Private Placement is incorporated by reference into

this Item 3.02.

Neither

this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer

to buy shares of Common Stock or other securities of the Company.

Item

8.01 Other Events

July 30, 2026, the Company issued a press release announcing the Private Placement described in Item 1.01 of this Current Report on Form

8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

4.1

Form of Pre-funded Warrant

4.2

Form of Series A Common Stock Purchase Warrant

4.3

Form of Series B Common Stock Purchase Warrant

10.1+

Form of Securities Purchase Agreement

10.2+

Form of Registration Rights Agreement

99.1

Press Release of Beyond Air, Inc., dated as of July 30, 2026.

104

Cover Page Interactive Data

File (embedded within the inline XBRL document).

Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a

supplemental basis, a copy of any omitted schedules and attachments to the Securities and Exchange Commission or its staff upon request.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

BEYOND AIR,

Inc.

Date:

July 31, 2026

By:

/s/

Daniel Moorhead

Name:

Daniel Moorhead

Title:

Chief Financial Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

THIS

WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED

FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, (III) THE COMPANY

HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE

SECURITIES ACT, OR (IV) THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH

FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).

FORM

OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK

Number

of Shares: [●]

(subject to adjustment)

Warrant No. [●]

Original Issue Date: [●],

2026

Beyond

Air, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, [●] 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 [●] shares of common stock, $0.0001

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 $0.0001 (the “Exercise

Price”), in each case as adjusted from time to time as provided in Section 9, upon surrender of this Pre-Funded Warrant

to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”)

at any time and from time to time on or after the date hereof (the “Original Issue Date”), subject to the following

terms and conditions:

This

Warrant is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated July 29, 2026, by

and among the Company and the Investors identified therein (the “Purchase Agreement”).

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

“Affiliate”

means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediates, controls, is controlled

by or is under common control with such Person.

“Attribution

Parties” means, collectively, the following Persons and entities: (i) any direct or indirect Affiliates of the Holder, (ii)

any investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the date hereof,

directly or indirectly managed or advised by the Holder’s investment manager, (iii) any Person acting or who could be deemed to

be acting as a Group together with the Holder or any Attribution Parties and (iv) any other Persons whose beneficial ownership of the

Company’s Common Stock would or could be aggregated with the Holder’s and/or any other Attribution Parties for purposes of

Section 13(d) or Section 16 of the Exchange Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and

all other Attribution Parties to the Maximum Percentage.

“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 Financial Markets, 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 Financial Markets, or if the foregoing do not apply, the last trade price of such security in the over-the-counter

market on the electronic bulletin board for such security as reported by Bloomberg Financial Markets. 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 Board of Directors of the Company shall use its good faith judgment to determine

the fair market value. The Board of Directors’ 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.

“Commission”

means the U.S. Securities and Exchange Commission.

“Exchange

Act” means the U.S. Securities Exchange Act of 1934, as amended, and all of the rules and regulations promulgated thereunder.

“Group”

shall have the meaning ascribed to it in Section 13(d) of the Exchange Act, and all related rules, regulations and jurisprudence.

“Person”

means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, incorporated or

unincorporated association, joint venture, government (or an agency or subdivision thereof) or any other entity or organization.

“Principal

Trading Market” means the national securities exchange or other trading market on which the Common Stock is primarily listed

on and quoted for trading, which, as of the Original Issue Date, shall be the Nasdaq Capital Market.

“Securities

Act” means the U.S. Securities Act of 1933, as amended, and all of the rules and regulations promulgated thereunder.

“Standard

Settlement Period” means the standard settlement period, expressed in a number of Trading Days, for the Principal Trading Market

with respect to the Common Stock that is in effect on the date of delivery of an applicable Exercise Notice, which as of the Original

Issue Date was “T+1.”

“Trading

Day” means any weekday on which the Principal Trading Market is normally open for trading.

“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.

Issuance of Securities; Registration of Warrants. 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 permissibly 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.

(a)

3. Registration of Transfers. This Warrant and all rights hereunder (including, without limitation, any

registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or

its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by

the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Subject

to compliance with all applicable securities laws, the Company shall, or will cause its 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 its 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.

4. Exercise

of Warrants.

(a) All

or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Warrant (including Section

11) at any time and from time to time on or after the Original Issue Date, and such rights shall not expire until exercised in full.

(b) The

Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto

(the “Exercise Notice”), completed and duly signed, and (ii) 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), and the date on which the last of such items is delivered to the Company (as determined

in accordance with the notice provisions hereof) is an “Exercise Date.” 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.

Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this section, 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.

(a) Upon

exercise of this Warrant, the Company shall promptly (but in no event later than the number of Trading Days comprising the Standard Settlement

Period following the Exercise Date), upon the request of the Holder, cause the Transfer Agent to credit such aggregate number of shares

of Common Stock specified by the Holder in the Exercise Notice and to which the Holder is entitled pursuant to such exercise (the “Exercise

Shares”) to (i) the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”)

through its Deposit Withdrawal At Custodian system or (ii) in book-entry form via a direct registration system (“DRS”)

maintained by or on behalf of the Transfer Agent, in each case, so long as either (A) there is an effective registration statement permitting

the issuance of the Warrant Shares to or the resale of such Warrant Shares by the Holder or (B) the Exercise Shares are eligible for

resale by the Holder without volume or manner-of-sale restrictions pursuant to Rule 144 promulgated under the Securities Act (assuming

cashless exercise of this Warrant). If (A) and (B) above are not true, the Company shall cause the Transfer Agent to either (i) record

the Exercise Shares in the name of the Holder or its designee on the certificates reflecting the Exercise Shares with an appropriate

legend regarding restriction on transferability, which shall be issued and dispatched by overnight courier to the address as specified

in the Exercise Notice, and on the Company’s share register or (ii) issue such Exercise Shares in the name of the Holder or its

designee in restricted book-entry form in the Company’s share register. The Holder, or any Person so designated by the Holder to

receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date, irrespective

of the date such Warrant Shares are credited to the Holder’s DTC account, the date of the book entry positions or the date of delivery

of the certificates evidencing such Exercise Shares, as the case may be.

(b) In

addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to deliver to the Holder or its

designee Exercise Shares in the manner required pursuant to Section 5(a) within the Standard Settlement Period following the Exercise

Date (other than a failure caused by incorrect or incomplete information provided by Holder to the Company) and the Holder or the Holder’s

broker on its behalf purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale

by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”) but did

not receive within the Standard Settlement Period, then the Company shall, within two Trading Days after the Holder’s request and

in the Holder’s sole discretion, promptly honor its obligation to deliver to the Holder or its designee the Exercise Shares pursuant

to Section 5(a) and pay cash to the Holder in an amount equal to the excess (if any) of the Holder’s total purchase price

(including brokerage commissions, if any) for the shares of Common Stock so purchased in the Buy-In, less the product of (A) the number

of shares of Common Stock purchased in the Buy-In, times (B) the Closing Sale Price of a share of Common Stock on the Exercise Date.

The Holder shall provide the Company written notice promptly after the occurrence of a Buy-In, indicating the amounts payable to the

Holder in respect of the Buy-In together with applicable confirmations and other evidence reasonably requested by the Company.

the extent permitted by law and subject to Section 5(b), the Company’s obligations to issue and deliver Warrant Shares in

accordance with and subject to the terms hereof (including the limitations set forth in Section 11 below) are absolute and unconditional,

irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof,

the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation

or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or

alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such

obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Subject to Section 5(b), nothing herein

shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation,

a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Exercise Shares;

provided, however, that the Holder shall not be entitled to both (i) require the Company to reinstate the portion of the Warrant and

equivalent number of Warrant Shares for which such exercise was not timely honored and (ii) receive the number of shares of Common Stock

that would have been issued if the Company had timely complied with its delivery requirements under Section 5(a).

6. Charges,

Taxes and Expenses. Issuance and delivery of Exercise Shares shall be made without charge to the Holder for any issue

or transfer tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance

of such shares, 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 Warrant Shares or the Warrants 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 contractual indemnity, if requested by 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 initially 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 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 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 (the “Number of

Warrant Shares”) 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 its 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 or as amended, that is payable in shares of Common Stock, (ii) subdivides its outstanding

shares of Common Stock into a larger number of shares of Common Stock, (iii) combines its outstanding shares of Common Stock into a smaller

number of shares of Common Stock or (iv) issues by reclassification of shares of capital stock any additional shares of Common Stock

of the Company, then in each such case the Number of Warrant Shares shall be multiplied by a fraction, the numerator of which shall be

the number of shares of Common Stock outstanding immediately after such event and the denominator of which shall be the number of shares

of Common Stock outstanding immediately before 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

Number of Warrant Shares shall be recomputed accordingly as of the close of business on such record date and thereafter the Number of

Warrant Shares shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant

to clause (ii), (iii) or (iv) of this paragraph shall become effective immediately after the effective date of such subdivision, combination

or issuance.

(b) Pro

Rata Distributions. If, on or after the Original Issue Date, the Company shall declare or make any dividend or other pro rata distribution

of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including,

without limitation, any distribution of cash, stock or other securities, property, options, evidence of indebtedness or any other assets

by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction, but, for

the avoidance of doubt, excluding any distribution of shares of Common Stock subject to Section 9(a), any distribution of Purchase

Rights (as defined below) subject to Section 9(c) and any Fundamental Transaction (as defined below) subject to Section 9(d))

(a “Distribution”) then, in each such case, the Holder shall be entitled to participate in such Distribution to the

same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon

complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation,

the Maximum Percentage (as defined below)) immediately before the date on which a record is taken for such Distribution, or, if no such

record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such

Distribution; provided, that to the extent that the Holder’s right to participate in any such Distribution would

result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate

in such Distribution to such extent (and shall not be entitled to beneficial ownership of such shares of 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

such time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage,

at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution

or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation.

Rights. If at any time on or after the Original Issue Date, the Company grants, issues or sells any Options, Convertible Securities

or rights to purchase stock, warrants, securities or other property, in each case pro rata to the record holders of any class of Common

Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase

Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock

acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including

without limitation, the Maximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of

such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for

the grant, issuance or sale of such Purchase Rights; provided, that to the extent that the Holder’s right to participate

in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder

shall not be entitled to participate in such Purchase Right to such extent (and shall not be entitled to beneficial ownership of such

Common Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and at the Holder’s election, in its

sole discretion, either (1) such Purchase Right to such extent shall be held in abeyance for the benefit of the Holder until such time

or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which

time or times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or

on any subsequent Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation or (2)

the Company shall offer the Holder the right upon exercise of such Purchase Right to acquire a security (e.g. a pre-funded warrant) that

would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage but will otherwise to the extent possible

have economic and other rights, preferences and privileges substantially consistent and on par with the securities or other property

issuable upon exercise of the originally offered Purchase Rights). . As used in this Section 9(c), (i) “Options” means

any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities and (ii) “Convertible

Securities” mean any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable

for shares of Common Stock.

(d) 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 or 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 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 50% of the voting power of the capital stock of the Company (except for any such

transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions,

the voting power of such Person immediately after the transaction) 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 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 (including any Distributions or Purchase Rights

then held in abeyance pursuant to Sections 9(b) or 9(c) above) 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 (d) shall similarly apply to subsequent transactions analogous to a Fundamental Transaction type.

(e) Number

of Warrant Shares. Simultaneously with any adjustment to the Number of Warrant Shares pursuant to Section 9, the Exercise

Price 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.

(f) Calculations.

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

(g) 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 Company’s transfer agent.

(h) 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 the Company shall deliver to the Holder a notice of such transaction at least ten 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(d), other than a Fundamental Transaction under clause (iii) of Section 9(d), the Company shall deliver to the

Holder a notice of such Fundamental Transaction at least 30 days prior to the date such Fundamental Transaction is consummated. Holder

agrees to maintain any information disclosed pursuant to this Section 9(h) 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 of any such information.

10.

Payment of Exercise Price. Notwithstanding anything contained herein to the contrary, 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 Warrant Shares in an exchange of securities effected pursuant to Section 3(a)(9) of the Securities Act, determined

as follows:

= Y [(A-B)/A]

where:

“X” equals

the number of Warrant Shares to be issued to the Holder;

“Y” equals

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

“A” equals

the Closing Sale Price of the shares of Common Stock (as reported by Bloomberg Financial Market) as of the Trading Day on the date immediately

preceding the Exercise Date); and

“B” equals

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

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 Original Issue Date (provided that the Commission continues to take the position

that such treatment is proper at the time of such exercise). In the event that a registration statement registering the issuance of Warrant

Shares is, for any reason, not effective at the time of exercise of this Warrant, then this Warrant may only be exercised through a cashless

exercise, as set forth in this Section 10. If the Warrant Shares are issued in such a cashless exercise, the Company acknowledges

and agrees that, in accordance with Section 3(a)(9) of the Securities Act, the Exercise Shares issued in such exercise shall take on

the registered characteristics of the Warrants being exercised and may be tacked on to the holding period of the Warrants being exercised.

Except as set forth in Section 5(b) (Buy-in Remedy) and Section 12 (No 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 the exercise of any portion of this Warrant, and the Holder of

this Warrant shall not have the right to exercise any portion of the Warrant, and any such exercise shall be null and void ab initio

and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the Holder, together

with the Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange

Act and the rules promulgated thereunder, in excess of 9.99% (the “Maximum Percentage”) of the Common Stock that would

be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum

Percentage is or will be exceeded, the aggregate number of shares of Common Stock held and/or beneficially owned by the Holder together

with the Attribution Parties, shall include the number of shares of Common Stock held and/or beneficially owned by the Holder together

with the Attribution Parties plus the number of shares of Common Stock issuable upon exercise of the relevant Warrant with respect to

which the determination is being made but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise

of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion

of the unexercised or unconverted portion of any other securities of the Company held and/or beneficially owned by such Holder or any

Attribution Party (including, without limitation, any convertible notes, convertible stock or warrants) that are subject to a limitation

on conversion or exercise analogous to the limitation contained herein. For purposes of this Paragraph 11(a), beneficial ownership

of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined

in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder. For purposes of this Warrant, in determining

the number of outstanding shares of Common Stock, a Holder of this Warrant may rely on the number of outstanding shares of Common Stock

as reflected in (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the

Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice

by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding (such issued and

outstanding shares, the “Reported Outstanding Share Number”). For any reason at any time, upon the written or oral

request of the Holder, the Company shall within one business day confirm orally and in writing or by electronic mail to the Holder the

number of shares of Common Stock then outstanding. The Holder shall disclose to the Company the number of shares of Common Stock that

it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative

securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately

prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives an Exercise Notice from the Holder at a time

when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i)

notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would

otherwise cause the Holder’s, together with the Attribution Parties’, beneficial ownership, as determined pursuant to this

Section 11(a), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be

purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction Shares”)

and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by the Holder for the Reduction

Shares. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise

of securities of the Company, including this Warrant, by the Holder and the Attribution Parties since the date as of which the Reported

Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results

in the Holder, together with the Attribution Parties, being deemed to beneficially own, in the aggregate, more than the Maximum Percentage

of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so

issued by which the Holder’s, together with the Attribution Parties’, aggregate beneficial ownership exceeds the Maximum

Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder and/or

the Attribution Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the

issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder

for the Excess Shares. By written notice to the Company, a Holder of this Warrant may from time to time increase or decrease the Maximum

Percentage to any other percentage not in excess of 19.99% specified in such notice; provided that any increase in the Maximum Percentage

will not be effective until the 61st day after such notice is delivered to the Company and shall not negatively affect any partial exercise

effected prior to such change.

(b) This

Section 11 shall not restrict the number of shares of Common Stock which a Holder or the Attribution Parties may receive or beneficially

own in order to determine the amount of securities or other consideration that such Holder or the Attribution Parties may receive in

the event of a Fundamental Transaction as contemplated in Section 9(c) of this Warrant. For purposes of clarity, the shares of

Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially

owned by the Holder or the Attribution Parties for any purpose including for purposes of Section 13(d) of the Exchange Act and the rules

promulgated thereunder or Section 16 of the Exchange Act and the rules promulgated thereunder, including Rule 16a-1(a)(1). No prior inability

to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with

respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner

otherwise than in strict conformity with the terms of this Section 11 to the extent necessary to correct this paragraph or any

portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this

Section 11 or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation

contained in this paragraph may not be waived and shall apply to a successor holder 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 on the earliest of (i) the date of transmission, if such notice or communication is delivered

confirmed e-mail at the e-mail address specified in the books and records of the Transfer Agent 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 at the e-mail address specified in the books and records of the Transfer Agent 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.

14. Warrant

Agent. The Company shall initially serve as warrant agent under this Warrant. Upon 30 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. Except as otherwise set forth in this Warrant, 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) Further

Assurances. 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 (a) 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, (b) 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 (c) 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. Before taking any

action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,

the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory

body or bodies having jurisdiction thereof.

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.

(d) Amendment

and Waiver. This Warrant may be amended only in writing signed by the Company and the Holder, or their successors and assigns. Except

as otherwise provided herein, 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. If any part or provision of this Warrant is held unenforceable or in conflict with the applicable laws or regulations

of any jurisdiction, the invalid or unenforceable part or provisions shall be replaced with a provision which accomplishes, to the extent

possible, the original business purpose of such part or provision in a valid and enforceable manner, and the remainder of this Warrant

shall remain binding upon the parties hereto.

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK]

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

BEYOND

AIR, INC.

By:

Name:

Robert

Goodman

Title:

Chief

Executive Officer

SCHEDULE

FORM

OF EXERCISE NOTICE

[To

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

Ladies

and Gentlemen:

(1)

The undersigned is the Holder of Warrant No. __ (the “Warrant”) issued by Beyond Air, Inc., 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 (check one):

☐

the following DWAC Account Number:

☐

in book-entry

form via a direct registration system

☐

physical delivery of a certificate to:

☐

in restricted

book-entry form in the Company’s share register

(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 (i) the Holder is an “accredited investor” as defined in Regulation D promulgated under the Securities

Act of 1933, as amended and (ii) will not beneficially own in excess of the number of shares of 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:

(Signature

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

EX-4.2

Filename: ex4-2.htm · Sequence: 3

Exhibit

4.2

NEITHER

THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION

OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE

OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

SERIES

A COMMON STOCK PURCHASE WARRANT

BEYOND

AIR, INC.

Warrant

Shares: _______

Issue

Date: _______, 2026

THIS

SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns

(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter

set forth, at any time on or after the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New

York City time) on the date that is the twelve (12) month anniversary following the Issue Date, provided that, if such date is not a

Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to

subscribe for and purchase from Beyond Air, Inc., a Delaware corporation (the “Company”), up to ______ shares (as

subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common

Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). Notwithstanding the foregoing, if the Company

receives approval by the U.S. Food and Drug Administration (“FDA”) of its LungFit® PH II, then the

Termination Date shall be accelerated to the date that is forty-five (45) days after the date of such FDA approval(the “Trigger

Event”).

Section

1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain

Securities Purchase Agreement (the “Purchase Agreement”), dated July 29, 2026, among the Company and the purchasers

signatory thereto.

Section

2. Exercise.

Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time

or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF

copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (the “Notice

of Exercise”). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement

Period (as defined in Section 2(d)(i) herein), in each case, following the date of exercise as aforesaid, the Holder shall deliver the

aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer of immediately available

funds or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is

specified in the applicable Notice of Exercise. 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. Notwithstanding anything herein to the contrary,

the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant

Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the

Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company.

Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder 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 as set forth in the applicable Notice(s) of Exercise. The Holder and the Company shall maintain records showing

the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise

within one (1) Trading Day of receipt of such notice. 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.

Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $5.51, subject to adjustment hereunder

(the “Exercise Price”).

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus

contained therein is not available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole

or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant

Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A)

applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of

Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed

and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined

in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder,

either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of

the Common Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of

the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading

hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of

“regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable

Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered

pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

(B)

the

Exercise Price of this Warrant, as adjusted hereunder; and

(X)

the

number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such

exercise were by means of a cash exercise rather than a cashless exercise.

“Bid

Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock

is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.

(New York City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB Venture Market (“OTCQB”) or the OTCQX Best

Market (“OTCQX”) is not a Trading Market, the volume weighted average price of the Common Stock for such date (or

the nearest preceding date) on OTCQB or OTCQX as applicable, or (c) if the Common Stock is not then listed or quoted for trading on OTCQB

or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (“Pink Market”) operated by

the OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price

per share of the Common Stock so reported.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed

or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.

(New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price

of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, or (c) if the Common Stock is not

then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Market operated

by the OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price

per share of the Common Stock so reported.

Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the

Securities Act, the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company

agrees not to take any position contrary to this Section 2(c), except to the extent required by applicable law, rules, or regulations.

Notwithstanding

the foregoing, if the Termination Date is accelerated by reason of the Trigger Event, this Warrant shall only be exercised for cash and

may not be exercised by means of a “cashless exercise.”

Mechanics of Exercise.

Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by

the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository

Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant

in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale

of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale

limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate or

book-entry certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of

Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise

by the date that is the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period,

in each case after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”).

Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of

the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares,

provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier

of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case after the delivery

to the Company of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to

a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not

as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable

Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third (3rd) Trading Day after the Warrant

Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds

such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains

outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed

in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date

of delivery of the Notice of Exercise.

ii.

Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of

a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant

evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in

all other respects be identical with this Warrant.

iii.

Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section

2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv.

Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to

the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions

of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required

by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares

of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon

such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x)

the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds

(y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection

with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B)

at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise

was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock

that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the

Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Warrants

with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence

the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable

to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit

a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree

of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock

upon exercise of the Warrant as required pursuant to the terms hereof.

No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise

of this 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 of Common Stock.

vi.

Charges, Taxes and Expenses. The issuance and delivery of Warrant Shares shall be made without charge to the Holder for any issue

or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall

be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed

by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name

of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B, duly

executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer

tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and

all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day

electronic delivery of the Warrant Shares.

vii.

Closing of Books. The Company will not close its stockholder books or records in any manner that prevents the timely exercise

of this Warrant, pursuant to the terms hereof.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the

right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance

after exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) Holder’s Affiliates, (ii) any other

Persons acting as a group together with the Holder or any of the Holder’s Affiliates, and (iii) any other Persons whose beneficial

ownership of Common Stock would be aggregated with the Holder’s for the purposes of determination of beneficial ownership pursuant

to Section 13(d) and Rule 13d-3 of the Exchange Act (such Persons, “Attribution Parties”)), would beneficially own in excess

of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock

beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares issuable upon

exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Warrant Shares that

which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or

any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other

securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or

exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.

Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance

with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that

the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder

is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in

this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder

together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion

of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant

is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which

portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation

to verify or confirm the accuracy of such determination and shall have no liability for exercises of this Warrant that are not in compliance

with the Beneficial Ownership Limitation, except to the extent the Holder has detrimentally relied on the number of outstanding shares

of Common Stock that was provided in writing by the Company. In addition, a determination as to any group status as contemplated above

shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, and the

Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of

this Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number

of outstanding shares of Common Stock that was provided by the Company. For purposes of this Section 2(e), in determining the number

of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the

Company’s most recent periodic or annual report filed with the SEC, as the case may be, (B) a more recent public announcement by

the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock

outstanding. Upon the written request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the

Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be

determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its

Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial

Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to

the issuance of Warrant Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease

the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds

9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock

upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the

Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions

of this paragraph shall not be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section

2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership

Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The

limitations contained in this paragraph shall apply to a successor holder of this Warrant. To the extent that this Warrant is unexercisable

as a result of the Holder’s Beneficial Ownership Limitation, no alternate consideration is owing to the Holder.

Section

3. Certain Adjustments.

Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise

makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares

of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way

of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares

of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction

of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before

such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the

number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this

Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record

date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after

the effective date in the case of a subdivision, combination or re-classification.

[Reserved].

Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or

other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital

or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,

spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),

at any time after the issuance of this Warrant, then, in each such case, provision shall be made so that the Holder shall receive upon

exercise of this Warrant , in addition to the number of Warrant Shares receivable thereupon, the kind and amount of securities of the

Company, cash, or other property which the Holder would have been entitled to receive had the Warrant been exercised into such number

of Warrant Shares receivable upon such exercise on the date of such event and had the Holder thereafter, during the period from the date

of such event to and including the date of such exercise, retained such securities, cash, or other property receivable by the Holder

as aforesaid during such period, giving application to all adjustments called for during such period under this Section 3 with respect

to the rights of the Holder (provided, however, that to the extent that the Holder’s right to participate in any

such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to

participate in such Distribution to such extent (or in the beneficial ownership of any shares of 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 such time, if ever,

as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or

more related transactions effects any merger or consolidation of the Company with or into another Person (other than a reincorporation

in a different state), (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or

other disposition of all or substantially all of the Company’s assets in one or a series of related transactions, (iii) any, direct

or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which

holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted

by the holders of more than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in

one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory

share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property,

or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other

business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with

another Person or group of Persons whereby such other Person or group acquires more than 50% of the voting power of the common equity

of the Company, (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder

shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence

of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this

Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation,

and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction

by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction

(without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination

of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration

issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price

among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.

If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then

the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such

Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor

(the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other

Transaction Agreements in accordance with the provisions of this Section 3(d) and shall, deliver to the Holder in exchange for this Warrant

a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which

is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the

shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of

this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares

of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and

the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting

the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the occurrence of any

such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such

Fundamental Transaction, the provisions of this Warrant and the other Transaction Agreements referring to the “Company” shall

refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations

of the Company under this Warrant and the other Transaction Agreements with the same effect as if such Successor Entity had been named

as the Company herein.

Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the

case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date

shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

Notice to Holder.

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company

shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment

to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii.

Notice to Allow Exercise by Holder. If, while this Warrant is outstanding, (A) the Company declares a dividend (or any other distribution

in whatever form) on the Common Stock, (B) the Company declares a special nonrecurring cash dividend on or a redemption of the Common

Stock, (C) the Company authorizes the granting to all holders of the shares of Common Stock rights or warrants to subscribe for or purchase

any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company is required in connection

with a Fundamental Transaction, or (E) the Company authorizes the voluntary or involuntary dissolution, liquidation or winding up of

the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address

as it shall appear upon the Warrant Register of the Company, at least three calendar days prior to the applicable record or effective

date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,

redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the shares of Common Stock of

record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such

reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of

which it is expected that holders of the shares of Common Stock of record shall be entitled to exchange their shares of the Common Stock

for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange;

provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the

corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains,

material, non-public information regarding the Company or any of the subsidiaries, the Company shall simultaneously file such notice

with the SEC pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing

on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section

4. Transfer of Warrant.

Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof,

this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part,

upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of

this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay

any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute

and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations

specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not

so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required

to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall

surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the

Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for

the purchase of Warrant Shares without having a new Warrant issued.

New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of

the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by

the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division

or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided

or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date of this Warrant

and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the

“Warrant Register”), in the name of the record Holder hereof 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.

Transfer Restrictions. 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, comply with the provisions of Section 4.10 of the Purchase Agreement.

Representation by the Holder. 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.

Section

5. Miscellaneous.

No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,

dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly

set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant

to Section 2(c) or to receive cash payments pursuant to Section 2(d)(iv) herein, in no event shall the Company be required to net cash

settle an exercise of this Warrant.

Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably

satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,

and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,

shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the

Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant

or stock certificate.

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required

or granted herein shall not be a Trading Day, then such action may be taken or such right may be exercised on the next succeeding Trading

Day.

Authorized Shares.

The

Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a

sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.

The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with

the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all

such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any

applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants

that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise

of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly

issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof

(other than taxes in respect of any transfer occurring contemporaneously with such issue).

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 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 nonassessable 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.

Before

taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the

Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from

any public regulatory body or bodies having jurisdiction thereof.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined

in accordance with the provisions of the Purchase Agreement.

Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and

the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall

operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that

the right to exercise this Warrant terminates on the Termination Date. Without limiting any other provision of this Warrant or the Purchase

Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages

to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but

not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any

amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall

be delivered in accordance with the notice provisions of the Purchase Agreement.

Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant

to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of

the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company

or by creditors of the Company.

Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will

be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate

compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to

assert the defense in any action for specific performance that a remedy at law would be adequate.

Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall

inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns

of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall

be enforceable by the Holder or holder of Warrant Shares.

Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on

the one hand, and the Holder of this Warrant, on the other hand.

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid

under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall

be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining

provisions of this Warrant.

Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed

a part of this Warrant.

********************

(Signature

Page Follows)

WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above

indicated.

BEYOND AIR, INC.

By:

Name:

Title:

NOTICE

OF EXERCISE

To:

BEYOND AIR, INC.

(1)

The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only

if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)

Payment shall take the form of (check applicable box):

[

] in lawful money of the United States; or

[

] if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection

2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure

set forth in subsection 2(c).

(3)

Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

The

Warrant Shares shall be delivered to the following DWAC Account Number:

(4)

Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the

Securities Act of 1933, as amended.

[SIGNATURE

OF HOLDER]

Name

of Investing Entity: ___________________________________________________________________________

Signature

of Authorized Signatory of Investing Entity: _____________________________________________________

Name

of Authorized Signatory: _______________________________________________________________________

Title

of Authorized Signatory: ________________________________________________________________________

Date:

___________________________________________________________________________________________

EXHIBIT

ASSIGNMENT

FORM

(To

assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase

shares.)

FOR

VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please

Print)

Address:

(Please

Print)

Phone

Number:

Address:

Dated:

_______________ __, ______

Holder’s

Signature:_____________________________

Holder’s

Address:______________________________

EX-4.3

Filename: ex4-3.htm · Sequence: 4

Exhibit

4.3

NEITHER

THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION

OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE

OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

SERIES

B COMMON STOCK PURCHASE WARRANT

BEYOND

AIR, INC.

Warrant

Shares: _______

Issue

Date: _______, 2026

THIS

SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns

(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter

set forth, at any time on or after the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New

York City time) on the date that is the five (5) year anniversary following the Issue Date, provided that, if such date is not a Trading

Day, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe

for and purchase from Beyond Air, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to

adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under

this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).