Exhibit 4.16
THIS WARRANT AND THE UNDERLYING
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES
LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED
UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM.
THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER,
PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED
TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN
ANY OF THE SECURITIES REPRESENTED HEREBY.
WARRANT TO PURCHASE COMMON STOCK
of
CANCER PREVENTION PHARMACEUTICALS, INC.
Dated as of_____________________________
Void after January 31, 2021
No. ________
THIS CERTIFIES THAT,
for value received, upon the occurrence of an IPO, a Change of Control Transaction or, at Maturity (as such terms are defined
below) _________________________ or its registered assigns (the “Holder”) is entitled,
subject to the provisions and upon the terms and conditions set forth herein, to purchase from Cancer Prevention Pharmaceuticals,
Inc., a Delaware corporation (the “Company”) Shares (as defined below) in the amount and at the
price per share set forth in Section 1. The term “Warrant” as used herein shall include this
Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection
with the transactions described in the Note and Warrant Purchase Agreement, dated as of the date hereof (as amended, modified
or supplemented), by and among the Company and the lenders described therein (the “Purchase Agreement”)
pursuant to which Holder was issued the Company’s Convertible Promissory Note (the “Note”).
All capitalized terms not otherwise defined shall have the meaning assigned to them in the Purchase Agreement or in the form of
Convertible Promissory Note issued pursuant to the Purchase Agreement.
The following is a
statement of the rights of the Holder and the conditions to which this Warrant is subject, and to which Holder, by acceptance of
this Warrant, agrees:
(a) Definition
of Shares. “Shares” means the Company’s Common Stock.
(b) Number
of Shares. The number of Shares for which this Warrant shall be exercisable shall be equal to the quotient obtained
by dividing (i) thirty percent (30%) of the principal amount of the Note by (ii) the per share purchase price of the Common Stock
(A) issued in Company’s IPO (as defined below), or (B) $1.20 if there is no IPO and the Note converts into Common Stock
in a Change of Control Transaction or at Maturity (“Issue Price”). The exercise price of the
Warrant (“Exercise Price”) shall be equal to the Issue Price. An “IPO”
means a firm commitment underwritten public offering of Common Stock pursuant to an effective registration statement under
the Securities Act of 1933, as amended, covering the offer and sale of Common Stock for the account of the Company. A “Change
of Control Transaction” means (x) any capital reorganization of the Company, any reclassification or recapitalization
or sale of the capital stock of the Company involving more than fifty percent (50%) of the voting power of the Company, or any
transfer of all or substantially all of the assets of the Company to any other Person or any consolidation or merger involving
the Company; or (y) any voluntary or involuntary dissolution, liquidation or winding-up of the Company. “Maturity”
has the meaning set forth in the Note.
(c) Exercise
Period. This Warrant shall be exercisable, in whole or in part, during the period commencing on the earlier of the date
of an IPO, a Change of Control Transaction or at Maturity, continuing until January 31, 2021 .
(a) Exercise.
The purchase rights represented by this Warrant may be exercised at the election of the Holder, in whole or in part, in
accordance with Section 1, by:
(i) the
tender to the Company at its principal office (or such other office or agency as the Company may designate) of a notice of exercise
in the form of Exhibit A (the “Notice of Exercise”), duly completed and executed by or on behalf
of the Holder, together with the surrender of this Warrant; and
(ii) the
payment to the Company of an amount equal to (x) the Exercise Price multiplied by (y) the number of Shares being purchased, by
wire transfer or certified, cashier’s or other check acceptable to the Company and payable to the order of the Company.
(b) Stock
Certificates. The rights under this Warrant shall be deemed to have been exercised and the Shares issuable upon such exercise
shall be deemed to have been issued immediately prior to the close of business on the date this Warrant is exercised in accordance
with its terms, and the person entitled to receive the Shares issuable upon such exercise shall be treated for all purposes as
the holder of record of such Shares as of the close of business on such date. As promptly as reasonably practicable on or after
such date, the Company shall instruct its transfer agent or depository to enter in its book entry settlement system the names of
the respective holders thereof for that number of shares issuable upon such exercise. If the transfer agent or depository for the
Company ceases to make its book-entry settlement system available for the Shares the Company shall instruct the transfer agent
or depository to issue physical certificates for the Shares.
(c) No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of the rights under this Warrant. In lieu of such fractional share to which the Holder would otherwise be entitled, the Company
shall make a cash payment equal to the Exercise Price multiplied by such fraction.
(d) Reservation
of Common Stock. The Company agrees during the term the rights under this Warrant are exercisable to take all reasonable
action to reserve and keep available from its authorized and unissued shares of Common Stock for the purpose of effecting the exercise
of this Warrant such number of shares of Common Stock as shall from time to time be sufficient to effect the exercise of the rights
under this Warrant; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient for
purposes of the exercise of this Warrant, without limitation of such other remedies as may be available to the Holder, the Company
will use all reasonable efforts to take such corporate action as may, in the opinion of counsel, be necessary to increase its authorized
and unissued shares of Common Stock to a number of shares as shall be sufficient for such purposes. The Company represents and
warrants that all shares that may be issued upon the exercise of this Warrant will, when issued in accordance with the terms hereof,
be validly issued, fully paid and nonassessable.
3. Replacement
of the Warrant. Subject to the receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory
in form and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company
at the expense of the Holder shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount.
(a) Warrant
Register. The Company shall maintain a register (the “Warrant Register”) containing the
name and address of the Holder or Holders. Until this Warrant is transferred on the Warrant Register in accordance herewith, the
Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant for all purposes, notwithstanding
any notice to the contrary. Any Holder of this Warrant (or of any portion of this Warrant) may change its address as shown on
the Warrant Register by written notice to the Company requesting a change.
(b) Warrant
Agent. The Company may appoint an agent for the purpose of maintaining the Warrant Register referred to in Section 4(a),
issuing the Shares or other securities then issuable upon the exercise of the rights under this Warrant, exchanging this Warrant,
replacing this Warrant or conducting related activities.
(c) Transferability
of the Warrant. Subject to the provisions of this Warrant with respect to compliance with the Securities Act of 1933,
as amended (the “Securities Act”), and limitations on assignments and transfers, including without
limitation compliance with the restrictions on transfer set forth in Section 5, title to this Warrant may be transferred by endorsement
(by the transferor and the transferee executing the assignment form attached as Exhibit B (the “Assignment Form”))
and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.
(d) Exchange
of the Warrant upon a Transfer. On surrender of this Warrant (and a properly endorsed Assignment Form) for exchange, subject
to the provisions of this Warrant with respect to compliance with the Securities Act and limitations on assignments and transfers,
the Company shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or
as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise
hereof, and the Company shall register any such transfer upon the Warrant Register. This Warrant (and the securities issuable upon
exercise of the rights under this Warrant) must be surrendered to the Company or its warrant or transfer agent, as applicable,
as a condition precedent to the sale, pledge, hypothecation or other transfer of any interest in any of the securities represented
hereby.
(e) Taxes.
In no event shall the Company be required to pay any tax which may be payable in respect of any transfer involved in the
issue and delivery of any certificate in a name other than that of the Holder, and the Company shall not be required to issue or
deliver any such certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company
the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or is not payable.
5. Restrictions on Transfer of the Warrant
and Shares; Compliance with Securities Laws. By acceptance of this Warrant, the Holder agrees to comply with the following:
(a) Restrictions
on Transfers. Any transfer of this Warrant or the Shares must be in compliance with all applicable federal and state securities
laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Shares,
or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit of the Company
to take and hold such Shares subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent
as if the transferee were the original Holder hereunder, and
(i) there
is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is
made in accordance with such registration statement, or
(ii) (A)
such Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall
have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee
shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Shares are
being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii)
not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably
requested by the Company, and (C) if requested by the Company, such Holder shall have furnished the Company, at the Holder’s expense,
with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration
of such Shares under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the
effect that the transfer of such Shares without registration will not result in a recommendation by the staff of the Shares and
Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Shares
in accordance with the terms of the notice delivered by the Holder to the Company.
(b) Permitted
Transfers. Permitted transfers include (i) a transfer not involving a change in beneficial ownership, or (ii)
transactions involving the distribution without consideration of Shares by any Holder to (x) a parent, subsidiary or other
affiliate of a Holder that is a corporation, (y) any of the Holder’s partners, members or other equity owners, or retired
partners or members, or to the estate of any of its partners, members or other equity owners or retired partners or members,
or (z) a venture capital fund that is controlled by or under
common control with one or more general partners or managing members of, or shares the same management company with, the
Holder; provided, in each case, that the Holder shall give written notice to the Company of the Holder’s intention to
effect such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of
the proposed disposition.
(c) Investment
Representation Statement. Unless the rights under this Warrant are exercised pursuant to an effective registration statement
under the Securities Act that includes the Shares with respect to which the Warrant was exercised, it shall be a condition to any
exercise of the rights under this Warrant that the Holder shall have confirmed to the satisfaction of the Company in writing, substantially
in the form of Exhibit A-1, that the Shares so purchased are being acquired solely for the Holder’s own account and not as a nominee
for any other party, for investment and not with a view toward distribution or resale and that the Holder shall have confirmed
such other matters related thereto as may be reasonably requested by the Company.
(d) Securities
Law Legend. The Shares shall (unless otherwise permitted by the provisions of this Warrant) be stamped or imprinted with
a legend substantially similar to the following (in addition to any legend required by state securities laws):
THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN
STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE
ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE
ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER,
PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE MUST BE SURRENDERED
TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN
ANY OF THE SECURITIES REPRESENTED HEREBY.
(e) Market
Stand-off Legend. The Shares issued upon exercise hereof or conversion thereof shall also be stamped or imprinted with a
legend in substantially the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET
FORTH IN THE WARRANT PURSUANT TO WHICH THESE SHARES WERE ISSUED, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE
COMPANY.
(f) Instructions
Regarding Transfer Restrictions. The Holder consents to the Company making a notation on its records and giving instructions
to any transfer agent in order to implement the restrictions on transfer established in this Section 5.
(g) Removal
of Legend. The legend referring to federal and state securities laws identified in Section 5(d) stamped on a certificate
evidencing the Shares (and the common stock issuable upon conversion thereof) and the stock transfer instructions and record notations
with respect to such securities shall be removed and the Company shall issue a certificate without such legend to the holder of
such securities if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an
opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without
registration or qualification.
6. Adjustments.
Subject to the expiration of this Warrant pursuant to Section 8, the number and kind of Shares purchasable hereunder and the
Exercise Price therefor are subject to adjustment from time to time, as follows:
(a) Merger
or Reorganization. If at any time there shall be any reorganization, recapitalization, merger or consolidation (a “Reorganization”)
involving the Company in which Shares are converted into or exchanged for securities, cash or other property, then, as a part
of such Reorganization, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise
of this Warrant, the kind and amount of securities, cash or other property of the successor corporation resulting from such Reorganization,
equivalent in value to that which a holder of the Shares deliverable upon exercise of this Warrant would have been entitled in
such Reorganization if the right to purchase the Shares hereunder had been exercised immediately prior to such Reorganization.
In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the successor corporation)
shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after
such Reorganization to the end that the provisions of this Warrant shall be applicable after the event, as near as reasonably
may be, in relation to any shares or other securities deliverable after that event upon the exercise of this Warrant.
(b) Reclassification
of Shares. If the Shares issuable upon exercise of this Warrant are changed into the same or a different number of securities
of any other class or classes by reclassification, capital reorganization, conversion of all outstanding shares of the relevant
class or series or otherwise (other than as otherwise provided for herein) (a “Reclassification”), then,
in any such event, in lieu of the number of Shares which the Holder would otherwise have been entitled to receive, the Holder shall
have the right thereafter to exercise this Warrant for a number of shares of such other class or classes of stock that a holder
of the number of securities deliverable upon exercise of this Warrant immediately before that change would have been entitled to
receive in such Reclassification, all subject to further adjustment as provided herein with respect to such other shares.
(c) Subdivisions
and Combinations. In the event that the outstanding shares of Common Stock are subdivided (by stock split, by payment of
a stock dividend or otherwise) into a greater number of shares of such securities, the number of Shares issuable upon exercise
of the rights under this Warrant immediately prior to such subdivision shall, concurrently with the effectiveness of such subdivision,
be proportionately increased, and the Exercise Price shall be proportionately decreased, and in the event that the outstanding
shares of Common Stock are combined (by reclassification or otherwise) into a lesser number of shares of such securities, the number
of Shares issuable upon exercise of the rights under this Warrant immediately prior to such combination shall, concurrently with
the effectiveness of such combination, be proportionately decreased, and the Exercise Price shall be proportionately increased.
(d) Notice
of Adjustments. Upon any adjustment in accordance with this Section 6, the Company shall give notice thereof to the Holder,
which notice shall state the event giving rise to the adjustment, the Exercise Price as adjusted and the number of securities or
other property purchasable upon the exercise of the rights under this Warrant, setting forth in reasonable detail the method of
calculation of each. The Company shall, upon the written request of any Holder, furnish or cause to be furnished to such Holder
a certificate setting forth (i) such adjustments, (ii) the Exercise Price at the time in effect and (iii) the number of securities
and the amount, if any, of other property that at the time would be received upon exercise of this Warrant.
7. No
Rights as a Stockholder. Nothing contained herein shall entitle the Holder to any rights as a stockholder of the Company or
to be deemed the holder of any securities that may at any time be issuable on the exercise of the rights hereunder for any purpose
nor shall anything contained herein be construed to confer upon the Holder, as such, any right to vote for the election of directors
or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether
upon any recapitalization, issuance of stock, reclassification of stock, change of par value or change of stock to no par value,
consolidation, merger, conveyance or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights
or any other rights of a stockholder of the Company until the rights under the Warrant shall have been exercised and the Shares
purchasable upon exercise of the rights hereunder shall have become deliverable as provided herein.
8. Market
Stand-off. The Holder of this Warrant hereby agrees that such Holder shall not sell or otherwise transfer, make any
short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic
effect as a sale, of any common stock (or other securities) of the Company held by the Holder (other than those included in
the registration) during the 180 day period following the effective date of the registration statement for the Company’s
initial public offering filed under the Securities Act (or such other period as may be requested by the Company or an
underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii)
analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or
NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), provided, that all officers and directors of
the Company and holders of at least 1% of the Company’s voting securities are bound by and have entered into similar
agreements. The obligations described in this section shall not apply to a registration relating solely to employee benefit
plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a
transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer
instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the
shares of common stock (or other securities) subject to the foregoing restriction until the end of such 180 day (or other)
period. The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form
consistent with the provisions of this section.
(a) Amendments.
Except as expressly provided herein, neither this Warrant nor any term hereof may be amended, waived, discharged or terminated
other than by a written instrument referencing this Warrant and signed by the Company and the Holder.
(b) Waivers.
No waiver of any single breach or default shall be deemed a waiver of any other breach or default theretofore or thereafter
occurring.
(c) Notices.
All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered
or certified mail, postage prepaid, sent by facsimile or electronic mail (if to the Holder) or otherwise delivered by hand, messenger
or courier service addressed:
(i) if
to the Holder, to the Holder at the Holder’s address, facsimile number or electronic mail address as shown in the Company’s records,
as may be updated in accordance with the provisions hereof, or until any such Holder so furnishes an address, facsimile number
or electronic mail address to the Company, then to and at the address, facsimile number or electronic mail address of the last
holder of this Warrant for which the Company has contact information in its records; or
(ii) if
to the Company, to the attention of the President or Chief Financial Officer of the Company at the Company’s address as shown on
the signature page hereto, or at such other address as the Company shall have furnished to the Holder.
Each such notice or
other communication shall for all purposes of this Warrant be treated as effective or having been given (i) if delivered by hand,
messenger or courier service, when delivered, or (ii) if sent by mail, at the earlier of its receipt or 72 hours after the same
has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid,
or (iii) if sent by facsimile, upon confirmation of facsimile transfer or, if sent by electronic mail, upon confirmation of delivery
when directed to the relevant electronic mail address. In the event of any conflict between the Company’s books and records and
this Warrant or any notice delivered hereunder, the Company’s books and records will control absent fraud or error.
(d) Governing
Law. This Warrant and all actions arising out of or in connection with this Warrant shall be governed by and construed
in accordance with the laws of the State of Delaware, without regard to the conflicts of law provisions of the State of Delaware,
or of any other state.
(e) Jurisdiction
and Venue. Each of the Holder and the Company irrevocably consents to the exclusive jurisdiction and venue of any court
within Pima County, Arizona, in connection with any matter based upon or arising out of this Warrant or the matters contemplated
herein, and agrees that process may be served upon them in any manner authorized by the laws of the State of Arizona for such persons.
(f) Titles
and Subtitles. The titles and subtitles used in this Warrant are used for convenience only and are not to be considered
in construing or interpreting this Warrant. All references in this Warrant to sections, paragraphs and exhibits shall, unless otherwise
provided, refer to sections and paragraphs hereof and exhibits attached hereto.
(g) Severability.
If any provision of this Warrant becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Warrant,
and such illegal, unenforceable or void provision shall be replaced with a valid and enforceable provision that will achieve, to
the extent possible, the same economic, business and other purposes of the illegal, unenforceable or void provision. The balance
of this Warrant shall be enforceable in accordance with its terms.
(h) Waiver
of Jury Trial. EACH OF THE HOLDER AND THE COMPANY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS WARRANT.
(i) Rights
and Obligations Survive Exercise of the Warrant. Except as otherwise provided herein, the rights and obligations of the
Company and the Holder under this Warrant shall survive exercise of this Warrant.
(j) Entire
Agreement. Except as expressly set forth herein, this Warrant (including the exhibits attached hereto) constitutes the
entire agreement and understanding of the Company and the Holder with respect to the subject matter hereof and supersede all prior
agreements and understandings relating to the subject matter hereof.
(signature page follows)
The Company signs this Warrant as of the date stated on the
first page.
EXHIBIT A
NOTICE OF EXERCISE
TO: CANCER
PREVENTION PHARMACEUTICALS, INC. (the “Company”)
Attention: Chief Executive
Officer or Chief Financial Officer
| (1) | Exercise. The undersigned elects to purchase the
following pursuant to the terms of the attached warrant: |
Number of shares:________________
| (1) | Investment Intent. The undersigned represents and
warrants that the aforesaid shares are being acquired for investment for its own account, not as a nominee or agent, and not with
a view to, or for resale in connection with, the distribution thereof, and that the undersigned has no present intention of selling,
granting any participation in, or otherwise distributing the shares, nor does it have any contract, undertaking, agreement or
arrangement for the same, and all representations and warranties of the undersigned set forth in the Note and Warrant Purchase
Agreement are true and correct as of the date hereof. |
| (3) | Consent to Receipt of Electronic Notice. Subject
to the limitations set forth in Delaware General Corporation Law §232(e), the undersigned consents to the delivery of any
notice to stockholders given by the Company under the Delaware General Corporation Law or the Company’s certificate of incorporation
or bylaws by (i) facsimile telecommunication to the facsimile number provided below (or to any other facsimile number for the
undersigned in the Company’s records), (ii) electronic mail to the electronic mail address provided below (or to any other electronic
mail address for the undersigned in the Company’s records), (iii) posting on an electronic network together with separate notice
to the undersigned of such specific posting or (iv) any other form of electronic transmission (as defined in the Delaware General
Corporation Law) directed to the undersigned. This consent may be revoked by the undersigned by written notice to the Company
and may be deemed revoked in the circumstances specified in Delaware General Corporation Law §232. |
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EXHIBIT A-1
INVESTMENT REPRESENTATION STATEMENT
AND
MARKET STAND-OFF AGREEMENT
INVESTOR: |
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COMPANY: |
CANCER PREVENTION PHARMACEUTICALS, INC. |
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SECURITIES: |
THE
WARRANT ISSUED ON JANUARY___, 2016 (THE “WARRANT”) AND THE SECURITIES ISSUED OR ISSUABLE UPON
EXERCISE THEREOF (INCLUDING UPON SUBSEQUENT CONVERSION OF THOSE SECURITIES) |
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DATE: |
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In connection
with the purchase or acquisition of the above-listed Securities, the undersigned Investor represents and warrants to, and agrees
with, the Company as follows:
1 No
Registration. The Investor understands that the Securities have not been, and will not be, registered under the Securities
Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration
provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the
investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.
2 Investment
Intent. The Investor is acquiring the Securities for investment for its own account, not as a nominee or agent, and not with
a view to, or for resale in connection with, any distribution thereof. The Investor has no present intention of selling, granting
any participation in, or otherwise distributing the Securities, nor does it have any contract, undertaking, agreement or arrangement
for the same.
3 Investment
Experience. The Investor has substantial experience in evaluating and investing in private placement transactions of securities
in companies similar to the Company, and has such knowledge and experience in financial or business matters so that it is capable
of evaluating the merits and risks of its investment in the Company and protecting its own interests.
4 Speculative
Nature of Investment. The Investor understands and acknowledges that the Company has a limited financial and operating history
and that its investment in the Company is highly speculative and involves substantial risks. The Investor can bear the economic
risk of its investment and is able, without impairing its financial condition, to hold the Securities for an indefinite period
of time and to suffer a complete loss of its investment.
5 Access
to Data. The Investor has had an opportunity to ask questions of officers of the Company, which questions were answered to
its satisfaction. The Investor believes that it has received all the information that it considers necessary or appropriate for
deciding whether to acquire the Securities. The Investor understands that any such discussions, as well as any information issued
by the Company, were intended to describe certain aspects of the Company’s business and prospects, but were not necessarily
a thorough or exhaustive description. The Investor acknowledges that any business plans prepared by the Company have been, and
continue to be, subject to change and that any projections included in such business plans or otherwise are necessarily speculative
in nature, and it can be expected that some or all of the assumptions underlying the projections will not materialize or will
vary significantly from actual results.
6 Accredited
Investor. The Investor is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by
the Securities and Exchange Commission and agrees to submit to the Company such further assurances of such status as may be reasonably
requested by the Company.
7 Residency.
The residency of the Investor (or, in the case of a partnership or corporation, such entity’s principal place of business)
is correctly set forth on the signature page hereto.
8 Restrictions
on Resales. The Investor acknowledges that the Securities must be held indefinitely unless subsequently registered under the
Securities Act or an exemption from such registration is available. The Investor is aware of the provisions of Rule 144 promulgated
under the Securities Act, which permit resale of shares purchased in a private placement subject to the satisfaction of certain
conditions, which may include, among other things, the availability of certain current public information about the Company; the
resale occurring not less than a specified period after a party has purchased and paid for the security to be sold; the number
of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “broker’s
transaction,” a transaction directly with a “market maker” or a “riskless principal transaction” (as those
terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder); and the filing of a Form 144 notice, if applicable. The Investor acknowledges and understands that the Company may
not be satisfying the current public information requirement of Rule 144 at the time the Investor wishes to sell the Securities
and that, in such event, the Investor may be precluded from selling the Securities under Rule 144 even if the other applicable
requirements of Rule 144 have been satisfied. The Investor understands and acknowledges that, in the event the applicable requirements
of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition
of the Securities. The Investor understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has
expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered
offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is
available for those offers or sales and that those persons and the brokers who participate in the transactions do so at their own
risk.
9 No
Public Market. The Holder understands and acknowledges that no public market now exists for any of the securities issued by
the Company and that the Company has made no assurances that a public market will ever exist for the Company’s securities.
10 Brokers
and Finders. The Investor has not engaged any brokers, finders or agents in connection with the Securities, and the Company
has not incurred nor will incur, directly or indirectly, as a result of any action taken by the Investor, any liability for brokerage
or finders’ fees or agents’ commissions or any similar charges in connection with the Securities.
11 Legal
Counsel. The Investor has had the opportunity to review the Warrant, the exhibits and schedules attached thereto and the transactions
contemplated by the Warrant with its own legal counsel. The Investor is not relying on any statements or representations of the
Company or its agents for legal advice with respect to this investment or the transactions contemplated by the Warrant.
12 Tax
Advisors. The Investor has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences
of this investment and the transactions contemplated by the Warrant. With respect to such matters, the Investor relies solely on
such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Investor understands
that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the
transactions contemplated by the Warrant.
13 Market
Stand-off. The Investor agrees that the Investor shall not sell or otherwise transfer, make any short sale of, grant any option
for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock
(or other securities) of the Company held by the Investor (other than those included in the registration) during the one hundred
eighty (180) day period following the effective date of the registration statement for the Company’s initial public offering filed
under the Securities Act (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions
on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but
not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments
thereto), provided, that all officers and directors of the Company and holders of at least one percent (1%) of the Company’s
voting securities are bound by and have entered into similar agreements. The obligations described in this section shall not apply
to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in
the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future.
The Company may impose stop-transfer instructions and may stamp each certificate with a legend with respect to the shares of common
stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other)
period. The Investor agrees to execute a market stand-off agreement with the relevant underwriters in customary form consistent
with the provisions of this section.
(signature page follows)
The Investor is signing this
Investment Representation Statement and Market Stand-Off Agreement on the date first written above.
INVESTOR
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EXHIBIT B
ASSIGNMENT FORM
| (1) | Assignment. The undersigned registered holder of the Warrant
(“Assignor”) assigns and transfers to the assignee named
below (“Assignee”) all of the rights of
Assignor under the Warrant, with respect to the number of shares set forth below: |
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and does irrevocably constitute and appoint___________________as
attorney to make such transfer on the books of CANCER PREVENTION PHARMACEUTICALS, INC., maintained for the purpose, with full power
of substitution in the premises.
| (2) | Obligations of Assignee. Assignee
agrees to take and hold the Warrant and any shares of stock to be issued upon exercise
of the rights thereunder (and any shares issuable upon conversion thereof) (the “Securities”)
subject to, and to be bound by, the terms and conditions set forth in the Warrant
to the same extent as if Assignee were the original holder thereof. |
| (3) | Investment Intent. Assignee represents and warrants that the Securities are being acquired
for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution
thereof, and that Assignee has no present intention of selling, granting any participation in, or otherwise distributing the shares,
nor does it have any contract, undertaking, agreement or arrangement for the same, and all representations and warranties set forth
in the Note and Warrant Purchase Agreement are true and correct as to Assignee as of the date hereof. |
Assignor and Assignee are signing this Assignment Form on the
date first set forth above.
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