FORM OF WARRANT] SOLENO THERAPEUTICS, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • March 30th, 2022 • Soleno Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York
Soleno Therapeutics, Inc., a company organized under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________)1 fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the me
40,000,000 Shares of Common Stock Pre-Funded Warrants to Purchase 20,000,000 Shares of Common Stock Warrants to Purchase 60,000,000 Shares of Common Stock Soleno Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • March 30th, 2022 • Soleno Therapeutics Inc • Electromedical & electrotherapeutic apparatus
Soleno Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”) (this “Agreement”), for whom you are acting as Representative (the “Representative”), (i) an aggregate of 40,000,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), (ii) pre-funded warrants to purchase up to 20,000,000 shares of Common Stock (the “Pre-Funded Warrant Shares”) at an exercise price of $0.01 per share in the form attached hereto as Exhibit A (the “Pre-Funded Warrants”), and (iii) warrants to purchase up to an aggregate of 60,000,000 shares of Common Stock (the “Common Warrant Shares” and, together with the Pre-Funded Warrant Shares, the “Warrant Shares”) in the form attached hereto as Exhibit B (the “Common Warrants” and together with the Pre-Funded Warrants, the “Warrants”). The respective a
