Form of Common Stock Purchase Warrant

Exhibit 4.3

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

WARRANT TO PURCHASE COMMON STOCK

DERMATA THERAPEUTICS, INC.

This Warrant (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Dermata Therapeutics, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Holder”).

WHEREAS, the Company desires to grant the Holder a warrant to acquire the Company’s common stock, par value $0.0001 per share (the “Common Stock”), subject to the terms of but not under the Dermata Therapeutics, Inc. 2021 Omnibus Equity Incentive Plan (the “Plan”) ;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for good and valuable consideration, the parties hereto agree as follows:

1. Grant. The Company hereby grants the Holder a warrant (the “Warrant”) to purchase up to the number of shares of Common Stock (the “Shares”) set forth in Exhibit A hereto at the exercise price per Share (the “Exercise Price”) set forth in Exhibit A, which Warrant shall be fully vested as of the Date of Grant but exercisable only to the extent and in the manner provided herein. The Warrant shall be subject to the terms and conditions set forth herein and the provisions of the Plan, the terms of which are incorporated herein by reference, which provisions shall be interpreted to apply to this Warrant in the same manner in which they apply to nonqualified stock options issued thereunder (although the Warrant is not granted under the Plan). Capitalized terms used but not otherwise defined in this Grant Agreement shall have the meanings as set forth in the Plan.

2. Exercise Periods. This Warrant shall terminate and be canceled to the extent not exercised on the Expiration Date set forth in Exhibit A and may be exercised only as follows:

3. Method of Exercise. This Warrant is exercisable by delivery to the Company of an exercise notice (the “Exercise Notice”) in a form satisfactory to the Committee or by such other form or means as the Committee may permit or require. Any Exercise Notice shall state or provide the number of Shares with respect to which the Warrant is being exercised (the “Exercised Shares”), and include such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price for the Exercised Shares in (i) cash; (ii) check; or (iii) such other manner as is acceptable to the Committee, provided that such form of consideration is permitted by the Plan and by applicable law. Upon exercise of the Warrant by the Holder and prior to the delivery of such Exercised Shares, the Company shall have the right to require the Holder to satisfy applicable Federal and state tax income tax withholding requirements and the Holder’s share of applicable employment withholding taxes in a method satisfactory to the Company. Notwithstanding the foregoing, no Exercised Shares shall be issued unless such exercise and issuance complies with the requirements relating to the administration of stock option plans and other applicable equity plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted, and the applicable laws of any foreign country or jurisdiction where stock grants or other applicable equity grants are made under the Plan; assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Holder on the date the Warrant is exercised with respect to such Shares.

4. Covenants Agreement. This Warrant shall be subject to forfeiture at the election of the Company in the event that the Holder breaches any agreement between the Holder and the Company with respect to noncompetition, nonsolicitation, assignment of inventions and contributions and/or nondisclosure obligations of the Holder.

5. Taxes. By executing this Grant Agreement, the Holder acknowledges and agrees that the Holder is solely responsible for the satisfaction of any applicable taxes that may be imposed on the Holder that arise as a result of the grant, vesting or exercise of the Warrant, including without limitation any taxes arising under Section 409A of the Code (regarding deferred compensation) or Section 4999 of the Code (regarding golden parachute excise taxes), and that neither the Company nor the Committee shall have any obligation whatsoever to pay such taxes or otherwise indemnify or hold the Holder harmless from any or all of such taxes.

6. Non-Transferability of Warrant. This Warrant may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of the Holder only by the Holder. The terms of the Plan and

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this Grant Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Holder.

7. Securities Matters. All Shares and Exercised Shares (collectively, the “Securities”) shall be subject to the restrictions on sale, encumbrance and other disposition provided by Federal or state law. The Company shall not be obligated to sell or issue any Securities pursuant to this Grant Agreement unless, on the date of sale and issuance thereof, such Securities are either registered under the Securities Act of 1933, as amended (the “Securities Act”), and all applicable state securities laws, or are exempt from registration thereunder. Regardless of whether the offering and sale of Securities subject to the Warrant have been registered under the Securities Act, or have been registered or qualified under the securities laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such Securities (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary in order to achieve compliance with the Securities Act or the securities laws of any state or any other law.

8. Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company that:

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9. Lock-Up Agreement. The Holder hereby agrees that in the event that the Holder exercises this Warrant during a period in which any directors or officers of the Company have agreed with one or more underwriters not to sell securities of the Company, then, as a condition to such exercise, the Holder shall enter into an agreement, in form and substance satisfactory to the Company, pursuant to which the Holder shall agree to restrictions on transferability of the Securities comparable to the restrictions agreed upon by such directors or officers of the Company.

10. Other Plans. No amounts of income received by the Holder pursuant to this Grant Agreement shall be considered compensation for purposes of any pension or retirement plan, insurance plan or any other employee benefit plan of the Company or its subsidiaries, unless otherwise expressly provided in such plan.

11. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Grant Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Holder with respect to the subject matter hereof, and may not be modified adversely to the Holder’s interest except by means of a writing signed by the Company and the Holder. In the event of any conflict between this Grant Agreement and the Plan, the Plan shall be controlling, except as otherwise specifically provided in the Plan. This Grant Agreement shall be construed under the laws of the State of Delaware, without regard to conflict of laws principles.

12. Opportunity for Review. The Holder and the Company agree that this Warrant is governed by the terms and conditions of the Plan and this Grant Agreement. The Holder has reviewed the Plan and this Grant Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Agreement and fully understands all provisions of the Plan and this Grant Agreement. The Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and this Grant Agreement. The

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Holder further agrees to notify the Company upon any change in the residence address indicated herein.

13. Section 409A. This Warrant is intended to comply with or be excepted from coverage under Section 409A and shall be administered, interpreted and construed accordingly. The Company may, in its sole discretion and without the Holder’s consent, modify or amend the terms of this Grant Agreement, impose conditions on the timing and effectiveness of the exercise of the Warrant by Holder, or take any other action it deems necessary or advisable, to cause the Warrant to be excepted from Section 409A (or to comply therewith to the extent the Company determines it is not excepted). In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Holder by Section 409A or any damages for failing to comply with Section 409A.

14. Recoupment. In the event the Company restates its financial statements due to material noncompliance with any financial reporting requirements under applicable securities laws, any shares issued pursuant to this Agreement for or in respect of the year that is restated, or the prior three years, may be recovered to the extent the shares issued exceed the number that would have been issued based on the restatement. In addition and without limitation of the foregoing, any amounts paid hereunder shall be subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company or as is otherwise required by applicable law or stock exchange listing conditions.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Grant Agreement as of the date set forth in Exhibit A.

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EXHIBIT A

WARRANT TO PURCHASE COMMON STOCK

DERMATA THERAPEUTICS, INC.

Holder’s Address:                                                                      

_______ (Initials)

Holder

_______ (Initials)

Company Signatory

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