COMMON STOCK PURCHASE WARRANT CERECOR INC.Common Stock Purchase Warrant • December 27th, 2018 • Cerecor Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd 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 set forth above (the “Initial Exercise Date”) and on or prior to the close of business on the five year and six month anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cerecor Inc., a Delaware corporation (the “Company”), up to 4,000,000 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 27th, 2018 • Cerecor Inc. • Pharmaceutical preparations
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Purchaser (the “Purchase Agreement”), pursuant to which the Purchaser acquired warrants (“Warrants”) to purchase up to four million (4,000,000) shares of the Company’s common stock (the “Shares”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 27th, 2018 • Cerecor Inc. • Pharmaceutical preparations • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 27, 2018, is by and among Cerecor Inc., a Delaware corporation (the “Company”), and Armistice Capital Master Fund Ltd. (“Buyer”).
SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK PURCHASE WARRANT CERECOR INC.Security Agreement • December 27th, 2018 • Cerecor Inc. • Pharmaceutical preparations
THIS SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd 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 set forth above (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cerecor Inc., a Delaware corporation (the “Company”), up to 2,857,143 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Series B Non-Voting Convertible Preferred Stock. The purchase price of one share of Series B Non-Voting Convertible Preferred Stock (“Series B Stock”) under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). The Company previously issued Holder a Common Stock Purchase W
