0001047469-14-009568 Sample Contracts

SERIES B WARRANT AGREEMENT S1 Biopharma, Inc. and , as Warrant Agent SERIES B WARRANT AGREEMENT
Warrant Agreement • November 26th, 2014 • S1 Biopharma, Inc. • Pharmaceutical preparations • New York

THIS SERIES B WARRANT AGREEMENT (this “Agreement”), dated as of , 2014, is by and between S1 Biopharma, Inc., a Delaware corporation (the “Company”), and , a , as Warrant Agent (the “Warrant Agent “).

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PURCHASE AGREEMENT S1 BIOPHARMA, INC. 1,750,000 Units(1) Each Unit Consisting of One Share of Common Stock, a Series A Warrant to Purchase One Share of Common Stock and a Series B Warrant to Purchase One Share of Common Stock
Purchase Agreement • November 26th, 2014 • S1 Biopharma, Inc. • Pharmaceutical preparations • New York

to any of the Undersigned’s Securities or with respect to any security that includes, relates to or derives any significant part of its value from such Securities.

S1 BIOPHARMA, INC. COMMON STOCK WARRANT
Common Stock Warrant • November 26th, 2014 • S1 Biopharma, Inc. • Pharmaceutical preparations • New York

This Common Stock Warrant (this “Warrant”) certifies that, for value received, the Holder is entitled to purchase, and S1 Biopharma, Inc., a Delaware corporation (the “Company”), promises and agrees to sell and issue to the Holder, at any time, or from time to time, during the Exercise Period, up to shares of Common Stock of the Company, par value $0.0001 per share (the “Common Stock”), at the Exercise Price, subject to the provisions and upon the terms and conditions hereinafter set forth.

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