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  Exhibit 4.8    
    


THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF
COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.


 
 

  WARRANT AGREEMENT    
    
    To Purchase Shares of Preferred Stock of    
    
    CERECOR INC.    
    
    Dated as of August 19, 2014 (the "Effective
Date")    



          WHEREAS,
CERCOR INC., a Delaware corporation, has entered into a Loan and Security Agreement of even date herewith (the "Loan
Agreement") with Hercules Technology Growth Capital, Inc., a Maryland corporation, in its capacity as a lender and as administrative agent (the
"Warrantholder"), as a lender, and the other lender parties thereto; 



          WHEREAS,
the Company (as defined below) desires to grant to Warrantholder, in consideration for, among other things, the financial accommodations provided for in the Loan Agreement, the
right to purchase shares of Preferred Stock (as defined below) pursuant to this Warrant Agreement (the "Agreement"); 


          NOW,
THEREFORE, in consideration of the Warrantholder executing and delivering the Loan Agreement and providing the financial accommodations contemplated therein, and in consideration
of the mutual covenants and agreements contained herein, the Company and Warrantholder agree as follows: 



 
 
          SECTION 1.    GRANT OF THE RIGHT TO PURCHASE PREFERRED  STOCK.
    


          For
value received, the Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe
for and purchase, at any time and from time to time on or before the Expiration Date (as defined below), from the Company, an aggregate number of fully paid and non-assessable shares of the Preferred
Stock equal to the quotient derived by dividing (a) the Warrant Coverage (as defined below) by (b) the Exercise Price (as defined
below). The Exercise Price of such shares are subject to adjustment as provided in Section 8. As used herein, the following terms shall have the following meanings: 



"Acquisition" means (A) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other
corporate reorganization, in which the stockholders of the Company (in the aggregate) immediately prior to such consolidation, merger or reorganization, own less than fifty percent (50%) of the voting
power of the surviving entity immediately after such consolidation, merger or reorganization; or (B) any transaction or series of related transactions to which the Company is a party in which
in excess of fifty percent (50%) of the Company's voting power is transferred; provided that none of the following shall constitute an Acquisition: (i) any consolidation or merger effected
exclusively to change the domicile of the Company, (ii) any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company,
or (iii) an Initial Public Offering. 


"Act" means the Securities Act of 1933, as amended. 



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"Asset Transfer" means a sale, lease or other disposition of all or substantially all of the assets of the Company. 


"Company" means Cerecor Inc., a Delaware corporation, and any successor or surviving entity that assumes the obligations of the Company under
this Agreement pursuant to Section 8(a). 


"Charter" means the Company's Certificate of Incorporation or other constitutional document, as may be amended from time to time. 


"Common Stock" means the Company's common stock, $0.001 par value per share; 



"Equity Round" means any non-public offering of equity securities by the Company, after the Effective Date but prior to the consummation of an Initial
Public Offering that results in the conversion of all preferred stock of the Company into Common Stock, in a transaction or series of related transactions principally for equity financing purposes in
which the cash is received by the Company and/or debt of the Company is cancelled or converted in exchange for equity securities of the Company; provided that
Equity Round shall not include additional closings of the Company's Series B Preferred Stock round of financing. 


"Exercise Price" means $0.29990 per share; 


"Initial Public Offering" means the initial underwritten public offering of the Company's Common Stock pursuant to a registration statement under the
Act, which public offering has been declared effective by the Securities and Exchange Commission ("SEC"); 


"Merger Event" means an Acquisition or an Asset Transfer; 


"Preferred Stock" means the Series B Preferred Stock of the Company, and, to the extent provided in Sections 8(a) and (b), any other stock
into or for which such Preferred Stock may be converted or exchanged; and 


"Purchase Price" means, with respect to any exercise of this Agreement, an amount equal to the Exercise Price as of the relevant time multiplied by the
number of shares of Preferred Stock requested to be exercised under this Agreement pursuant to such exercise. 


"Rights Agreement" means the Company's Second Amended and Restated Investors' Rights Agreement by and among the Company and the parties named therein,
dated July 11, 2014, as amended from time to time. 


"Series B Preferred Stock" means the Company's Series B Preferred Stock, $0.001 par value per share, as presently constituted under the
Charter, and any other class, series or other designation of security into or for which such Series B Preferred Stock is converted, substituted or exchanged pursuant to a reorganization,
reclassification, recapitalization or similar transaction. 


"Warrant Coverage" means $187,500. 




 
 
          SECTION 2.    TERM OF THE AGREEMENT.
    


          Except
as otherwise provided for herein, the term of this Agreement and the right to purchase Preferred Stock as granted herein (the "Warrant) shall commence on the Effective Date and
shall be exercisable
for a period ending upon the earlier to occur of (i) ten (10) years from the Effective Date; or (ii) five (5) years after the Initial Public Offering (as applicable, the
"Expiration Date"). 


 
 
          SECTION 3.    EXERCISE OF THE PURCHASE RIGHTS.
    



 
 
           (a)    Exercise.     The purchase rights set forth in this Agreement are exercisable by the
 Warrantholder, in whole or in part, at any time, or from time to time, prior to the
expiration of the term set forth in Section 2, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as  Exhibit I (the "Notice of Exercise"), duly completed and executed. 



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Promptly
upon receipt of the Notice of Exercise and the payment of the Purchase Price in accordance with the terms set forth below, and in no event later than three (3) days thereafter, the
Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as  Exhibit II (the "Acknowledgment of Exercise") indicating the number of shares which remain
subject to future purchases, if any. 


The
Purchase Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Preferred Stock to be
exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below ("Net
Issuance"). If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: 



 






					
	X	 	=	 	Y(A–B) 
	










 ​	​	​	​	​





 
	 	 	 	 	A




 


 






							
	Where:	 	X	 	=	 	the number of shares of Preferred Stock to be issued to the Warrantholder.
	

 	
 	
Y	
 	
=	
 	
the number of shares of Preferred Stock requested to be exercised under this Agreement.
	

 	
 	
A	
 	
=	
 	
the fair market value of one (1) share of Preferred Stock at the time of issuance of such shares of Preferred Stock.
	

 	
 	
B	
 	
=	
 	
the Exercise Price.




 

 
For
purposes of the above calculation, current fair market value of Preferred Stock shall mean with respect to each share of Preferred Stock: 


             (i)  if
the exercise is in connection with an Initial Public Offering, and if the Company's Registration Statement relating to such Initial Public Offering has been declared
effective by the SEC, then the fair market value per share shall be the product of (x) the initial "Price to Public" of the Common Stock specified in the final prospectus with respect to the
offering and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; 


            (ii)  if
the exercise is after, and not in connection with an Initial Public Offering, and: 



          (A)    if
the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the product of (x) the prior day closing price before the day
the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such
exercise; or 


          (B)     if
the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the product of (x) the prior day closing bid and asked price quoted
on the NASDAQ system (or similar system) before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of
Preferred Stock is convertible at the time of such exercise; 




           (iii)  if
at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair
market value of Preferred Stock shall be the product of (x) the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of
Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors and (y) the number of shares of Common Stock into which each share
of Preferred Stock 



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is
convertible at the time of such exercise, unless the Company shall become subject to a Merger Event, in which case the fair market value of Preferred Stock shall be deemed to be the per share value
received by the holders of the Company's Preferred Stock on a common equivalent basis pursuant to such Merger Event. 


Upon
partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and
conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof. 


 
 
           (b)    Exercise Prior to Expiration.     To the extent this Agreement is not previously exercised as
 to all Preferred Stock subject hereto, and if the fair market value of one share of the Preferred
Stock is greater than the Exercise Price then in effect, this Agreement shall be deemed automatically exercised pursuant to Section 3(a) (even if not surrendered) immediately before its
expiration. For purposes of such automatic exercise, the fair market value of one share of the Preferred Stock upon such expiration shall be determined pursuant to Section 3(a). To the extent
this Agreement or any portion thereof is deemed automatically exercised pursuant to this Section 3(b), the Company agrees to promptly notify the Warrantholder of the number of shares of
Preferred Stock, if any, the Warrantholder is to receive by reason of such automatic exercise. 




 
 
          SECTION 4.    RESERVATION OF SHARES.
    


          During
the term of this Agreement, the Company will at all times have authorized and reserved a sufficient number of shares of its Preferred Stock to provide for the exercise of the
rights to purchase Preferred Stock as provided for herein, and shall have authorized and reserved a sufficient number of shares of its Common Stock to provide for the conversion of the shares of
Preferred Stock issuable hereunder. 



 
 
          SECTION 5.    NO FRACTIONAL SHARES OR SCRIP.
    


          No
fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Agreement, but in lieu of such fractional shares the Company shall make a cash
payment therefor upon the basis of the then fair market value of one share of Preferred Stock. 



 
 
          SECTION 6.    NO RIGHTS AS STOCKHOLDER.
    


          This
Agreement does not entitle the Warrantholder to any voting rights or other rights as a stockholder of the Company prior to the exercise of this Agreement. 


 
 
          SECTION 7.    WARRANTHOLDER REGISTRY.
    


          The
Company shall maintain a registry showing the name and address of the registered holder of this Agreement. Warrantholder's initial address, for purposes of such registry, is set
forth below Warrantholder's signature on this Agreement. Warrantholder may change such address by giving written notice of such changed address to the Company. 


 
 
          SECTION 8.    ADJUSTMENT RIGHTS.
    


          The
Exercise Price and the number of shares of Preferred Stock purchasable hereunder are subject to adjustment, as follows: 



 
 
           (a)    Merger Event.     If at any time there shall be Merger Event, then, as a part of such Merger
 Event, lawful provision shall be made so that the Warrantholder shall thereafter be
entitled to receive, upon exercise of this Agreement, the number of shares of preferred stock or other securities or property (collectively, "Reference
Property") that the Warrantholder would have received in connection with such Merger Event if Warrantholder had exercised this Agreement immediately prior to the Merger Event.
In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions 



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of
this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and
adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference
Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in
connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement; provided that the foregoing assumption requirement shall
not apply if the consideration to be paid for or in respect of the outstanding shares of Preferred Stock in such Merger Event consists solely of cash and/or readily marketable securities. In
connection with a Merger Event and upon Warrantholder's written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Warrantholder would
have received if Warrantholder had chosen to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant Agreement without actually exercising such right,
acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events. 


 
 
           (b)    Reclassification of Shares.     Except for Merger Events subject to Section 8(a), and
 subject to Section 8(f), if the Company at any time shall, by combination, reclassification,
exchange or subdivision of securities or otherwise, change any of the securities as to which purchase rights under this Agreement exist into the same or a different number of securities of any other
class or classes, this Agreement shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the
securities which were subject to the purchase rights under this Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change. The provisions of this
Section 8(b) shall similarly apply to successive combination, reclassification, exchange, subdivision or other change. 


 
 
           (c)    Subdivision or Combination of Shares.     If the Company at any time shall combine or subdivide
 its Preferred Stock, (i) in the case of a subdivision, the Exercise Price shall be proportionately
decreased and the number of shares of Preferred Stock issuable hereunder shall be proportionately increased, or (ii) in the case of a combination, the Exercise Price shall be proportionately
increased and the number of shares of Preferred Stock issuable hereunder shall be proportionately decreased. 


 
 
           (d)    Stock Dividends.     If the Company at any time while this Agreement is outstanding and
 unexpired shall: 



             (i)  pay
a dividend with respect to the Preferred Stock payable in Preferred Stock, then the Exercise Price shall be adjusted, from and after the date of determination of
stockholders entitled to receive such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such date of determination by a fraction
(A) the numerator of which shall be the total number of shares of Preferred Stock outstanding immediately prior to such dividend or distribution, and (B) the denominator of which shall
be the total number of shares of Preferred Stock outstanding immediately after such dividend or distribution; or 


            (ii)  make
any other distribution with respect to Preferred Stock (or stock into which the Preferred Stock is convertible), except any distribution specifically provided for
in any other clause of this Section 8, then, in each such case, provision shall be made by the Company such that the Warrantholder shall receive upon exercise or conversion of this Warrant a
proportionate share of any such distribution as though it were the holder of the Preferred Stock (or other stock for which the Preferred Stock is convertible) as of the record 




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date
fixed for the determination of the stockholders of the Company entitled to receive such distribution. 




 
 
           (e)    Antidilution Rights.     Additional antidilution rights applicable to the Preferred Stock
 purchasable hereunder are as set forth in the Charter and shall be applicable with respect to the
Preferred Stock issuable hereunder. The Company shall promptly provide the Warrantholder with any restatement, amendment, modification or waiver of the Charter;  provided, that no such amendment,
modification or waiver shall impair or reduce the antidilution rights applicable to the Preferred Stock as of the date
hereof unless such amendment, modification or waiver affects the rights of Warrantholder with respect to the Preferred Stock in the same manner as it affects all other holders of Preferred Stock. The
Company shall provide Warrantholder with prior written notice of any issuance of its stock or other equity security to occur after the Effective Date of this Agreement, which notice shall include
(a) the price at which such stock or security is to be sold, (b) the number of shares to be issued, and (c) such other information as necessary for Warrantholder to determine if a
dilutive event has occurred. For the avoidance of doubt, there shall be no duplicate anti-dilution adjustment pursuant to this subsection (e), the forgoing subsection (d) and the
Charter. 


 
 
           (f)    Notice of Adjustments.     If: (i) the Company shall declare any dividend or distribution
 upon its Preferred Stock, whether in stock, cash, property or other securities;
(ii) there shall be any Merger Event; (iv) there shall be an Initial Public Offering; (iii) there shall be any Asset Transfer; or (iv) there shall be any voluntary
dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least twenty (20) days' prior written
notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of Preferred
Stock shall be entitled thereto) or for determining rights to vote in respect of such Merger Event, dissolution, liquidation or winding up; (B) in the case of any such Merger Event, Asset
Transfer, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place (and specifying the date on which the holders of
Preferred Stock shall be entitled to exchange their Preferred Stock for securities or other property deliverable upon such Merger Event, dissolution, liquidation or winding up); and (C) in the
case of an Initial Public Offering, at least twenty (20) days' written notice prior to the anticipated effective date thereof. 


Each
such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such
adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Price (if the Exercise Price has been adjusted), and (D) the number of shares subject
to purchase hereunder after giving effect to such adjustment, and shall be given in accordance with Section 12(g) below. 



 
 
          (g)    Timely Notice.     Failure to timely provide such notice required by subsection (f) above
shall entitle Warrantholder to retain the benefit of the applicable notice period
notwithstanding anything to the contrary contained in any insufficient notice received by Warrantholder. For purposes of this subsection (g), and notwithstanding anything to the contrary in
Section 12(g), the notice period shall begin on the date Warrantholder actually receives a written notice containing all the information required to be provided in such subsection (g). 




 
 
          SECTION 9.    REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE  COMPANY.
    



 
 
           (a)    Reservation of Preferred Stock.     The Preferred Stock issuable upon exercise of the
 Warrantholder's rights has been duly and validly reserved and, when issued in accordance with the provisions of
this Agreement or the Charter, as applicable, will be validly issued, fully paid and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever;  provided,
that the Preferred Stock issuable pursuant to this Agreement may be subject to restrictions on transfer under state and/or federal securities
laws. The Company has made available 



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to
the Warrantholder true, correct and complete copies of its Charter and current bylaws. The issuance of certificates for shares of Preferred Stock upon exercise of this Agreement shall be made
without charge to the Warrantholder for any issuance tax in respect thereof, or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Preferred
Stock; provided, that the Company shall not be required to pay any tax which may be payable in respect of any transfer and the issuance and delivery of
any certificate in a name other than that of the Warrantholder. 


 
 
           (b)    Due Authority.     The execution and delivery by the Company of this Agreement and the
 performance of all obligations of the Company hereunder, including the issuance to
Warrantholder of the right to acquire the shares of Preferred Stock and the Common Stock into which it may be converted, have been duly authorized by all necessary corporate action on the part of the
Company. This Agreement: (1) does not violate the Company's Charter or current bylaws; (2) does not contravene any law or governmental rule, regulation or order applicable to it; and
(3) does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound. This
Agreement constitutes a legal, valid and binding agreement of the Company, enforceable in accordance with its terms. 


 
 
           (c)    Consents and Approvals.     No consent or approval of, giving of notice to, registration with,
 or taking of any other action in respect of any state, federal or other governmental authority
or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Agreement, except for the filing of notices pursuant to Regulation D
under the Act and any filing required by applicable state securities law, which filings will be effective by the time required thereby. 


 
 
           (d)    Issued Securities.     All issued and outstanding shares of Common Stock, Preferred Stock or
 any other securities of the Company have been duly authorized and validly issued and are
fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal and state securities laws. In addition,
as of the date immediately preceding the date of this Agreement: 



             (i)  The
authorized capital of the Company consists of (A) 230,000,000 shares of Common Stock, of which 18,193,930 shares are issued and outstanding, and
(B) 155,190,902 shares of Preferred Stock, of which 31,116,391 shares have been designated Series A Preferred Stock, 31,116,391 of which are issued and outstanding, 9,074,511 shares have
been designated Series A-1 Preferred Stock, 9,074,511 of which are issued and outstanding, and 115,000,000 shares have been designated Series B Preferred Stock, 55,614,290 of which are
issued and outstanding and are convertible into shares of Common Stock at $0.60 per share, $0.50 per share, and $0.29990 per share, respectively. 


            (ii)  The
Company has reserved 19,724,005 shares of Common Stock for issuance under its 2011 Stock Incentive Plan, under which 11,007,272 options are outstanding and
3,000,000 shares have been issued pursuant to restricted stock purchase agreements. Except as set forth on Schedule 5.14 to the Loan Agreement, there are no other options, warrants, conversion
privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company's capital stock or other securities of the Company. The Company has
no outstanding loans to any employee, officer or director of the Company, and the Company agrees not to enter into any such loan or otherwise guarantee the payment of any loan made to an employee,
officer or director by a third party. 


           (iii)  In
accordance with the Company's Charter, no stockholder of the Company has preemptive rights to purchase new issuances of the Company's capital stock. 




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           (e)    Registration Rights.     The Company agrees that the shares of Common Stock issued and issuable
 upon conversion of the shares of Preferred Stock issued and issuable upon exercise of this
Warrant, and, at all times (if any) when the Preferred Stock shall be Common Stock, the shares of Preferred Stock issued and issuable upon exercise of this Warrant, shall have the "Piggyback," and S-3
registration rights pursuant to and as set forth in the Rights Agreement on a pari passu basis with the holders of outstanding shares of Preferred Stock who are parties thereto. The provisions set
forth in the Rights Agreement or similar agreement relating to such registration rights in effect as of the Effective Date may not be amended, modified or waived without the prior written consent of
the Warrantholder unless such amendment, modification or waiver affects the rights associated with the shares of Preferred Stock issued and issuable upon exercise hereof in the same manner as such
amendment, modification, or waiver affects the rights associated with all outstanding shares of Preferred Stock whose holders are parties thereto. 


 
 
           (f)    Other Commitments to Register Securities.     Except as set forth in this Agreement, the
 Company is not, pursuant to the terms of any other agreement currently in existence, under any obligation to register
under the Act any of its presently outstanding securities or any of its securities which may hereafter be issued. 


 
 
           (g)    Exempt Transaction.     Subject to the accuracy of the Warrantholder's representations in
 Section 10, the issuance of the Preferred Stock upon exercise of this Agreement, and the
issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance
upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws. 


 
 
           (h)    Compliance with Rule 144.     If the Warrantholder proposes to sell Preferred Stock
 issuable upon the exercise of this Agreement, or the Common Stock into which it is convertible, in
compliance with Rule 144 promulgated by the SEC, then, upon Warrantholder's written request to the Company, the Company shall furnish to the Warrantholder, within ten days after receipt of such
request, a written statement confirming the Company's compliance with the filing requirements of the SEC as set forth in such Rule, as such Rule may be amended from time to time. 


 
 
           (i)    Information Rights.     During the term of this Warrant, Warrantholder shall be entitled to the
 information rights contained in Section 7.1 of the Loan Agreement, and
Section 7.1 of the Loan Agreement is hereby incorporated into this Agreement by this reference as though fully set forth herein, provided, however, that the Company shall not be required to
deliver a Compliance Certificate once all Indebtedness (as defined in the Loan Agreement) owed by the Company to Warrantholder has been repaid. 




 
 
          SECTION 10.    REPRESENTATIONS AND COVENANTS OF THE  WARRANTHOLDER.
    


          This
Agreement has been entered into by the Company in reliance upon the following representations and covenants of the Warrantholder: 



 
 
          (a)    Investment Purpose.     The right to acquire Preferred Stock issuable upon exercise of the
Warrantholder's rights contained herein will be acquired for investment and not with a view to
the sale or distribution of any part thereof, and the Warrantholder has no present intention of selling or engaging in any public distribution of the same except pursuant to an effective registration
statement or an exemption from the registration requirements of the Act. 


 
 
           (b)    Private Issue.     The Warrantholder understands (i) that the Preferred Stock issuable
 upon exercise of this Agreement is not registered under the Act or qualified under
applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the
Company's reliance on such exemption is predicated on the representations set forth in this Section 10. 



8







 

 
 
           (c)    Financial Risk.     The Warrantholder has such knowledge and experience in financial and
 business matters as to be capable of evaluating the merits and risks of its investment, and
has the ability to bear the economic risks of its investment. 


 
 
           (d)    Risk of No Registration.     The Warrantholder understands that if the Company does not
 register with the SEC pursuant to Section 12 of the Securities Exchange Act of 1934 (the
"1934 Act"), or file reports pursuant to Section 15(d) of the 1934 Act, or if a registration statement covering the securities under the Act is
not in effect when it desires to sell (i) the rights to purchase Preferred Stock pursuant to this Agreement or (ii) the Preferred Stock issuable upon exercise of the right to purchase,
it may be required to hold such securities for an indefinite period. The Warrantholder also understands that any sale of (A) its rights hereunder to purchase Preferred Stock or
(B) Preferred Stock issued or issuable hereunder which might be made by it in reliance upon Rule 144 under the Act may be made only in accordance with the terms and conditions of that
Rule. 


 
 
           (e)    Accredited Investor.     Warrantholder is an "accredited investor" within the meaning of the
 Securities and Exchange Rule 501 of Regulation D, as presently in effect. 



 
 
          (f)    Confidentiality.     Warrantholder acknowledges that certain information and materials provided
by the Company pursuant to its obligations under this Warrant are confidential and
proprietary information of the Company, and Warrantholder agrees to be bound by the confidentiality provision set forth in Section 11.12 of the Loan Agreement. 


 
 
           (g)    "Market Stand-Off".
    Subject to all officers, directors, and holders of Preferred Stock of the Company being subject to the same restrictions, Warrantholder hereby agrees that it shall not sell, 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 (a "Market
Stand-Off"), any Common Stock (or other securities) of the Company held by such Warrantholder (other than those included in the registration) (i) during the 180-day
period following the effective date of the Initial Public Offering (or such longer period, not to exceed 34 days after the expiration of the 180-day period, as the underwriters or the Company
shall request in order to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation), and (ii) the 90-day period following
the effective date of a registration statement of the Company filed under the Act (or such longer period, not to exceed 34 days after the expiration of the 90-day period, as the underwriters or
the Company shall request in order to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation. The underwriters of the Company's
stock are intended third party beneficiaries of this section and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Notwithstanding the
foregoing, nothing shall prohibit Warrantholder from exercising this Warrant for Preferred Stock during the periods set forth in clause (i) and (ii) above. 




 
 
          SECTION 11.    TRANSFERS.
    


          Subject
to compliance with applicable federal and state securities laws, this Agreement and all rights hereunder are transferable, in whole or in part, without charge to the holder
hereof (except for transfer taxes) upon surrender of this Agreement properly endorsed, provided that any successor transferee prior to the Initial Public Offering makes the representations set forth
in Section 10 and agrees, by acceptance of such transfer, to be bound by the covenants, terms and conditions of this Warrant. Each taker and holder of this Agreement, by taking or holding the
same, consents and agrees that this Agreement, when endorsed in blank, shall be deemed negotiable, and that the holder hereof, when this Agreement shall have been so endorsed and its transfer recorded
on the Company's books, shall be treated by the Company and all other persons dealing with this Agreement as the absolute owner hereof for any purpose and as the person entitled to exercise the rights
represented by this Agreement. The transfer of this Agreement shall be recorded on the books of the Company upon receipt by the Company of a notice of transfer in the form attached hereto as
Exhibit III (the "Transfer Notice"), at its 


9







 

principal
offices and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer. Until the Company receives such Transfer Notice, the Company may treat
the registered owner hereof as the owner for all purposes. Notwithstanding the foregoing, so long as no Event of Default hereunder or under the Loan Agreement has occurred and is continuing, prior to
an Initial Public Offering the holder hereof may not transfer this Agreement or any rights hereunder, in whole or in part, to any person, trust or entity reasonably determined in good faith by the
Company's Board of Directors to be a competitor of the Company. 



 
 
          SECTION 12.    MISCELLANEOUS.
    



 
 
           (a)    Effective Date.     The provisions of this Agreement shall be construed and shall be given
 effect in all respects as if it had been executed and delivered by the Company on the date
hereof. This Agreement shall be binding upon any successors or assigns of the Company. 


 
 
          (b)    Remedies.     In the event of any default hereunder, the non-defaulting party may proceed to
protect and enforce its rights either by suit in equity and/or by action at law,
including but not limited to an action for damages as a result of any such default, and/or an action for specific performance for any default where Warrantholder will not have an adequate remedy at
law and where damages will not be readily ascertainable. The Company expressly agrees that it shall not oppose an application by the Warrantholder or any other person entitled to the benefit of this
Agreement requiring specific performance of any or all provisions hereof or enjoining the Company from continuing to commit any such breach of this Agreement. 


 
 
           (c)    No Impairment of Rights.     The Company will not, by amendment of its Charter or through any
 other means, avoid or seek to avoid the observance or performance of any of the terms of this
Agreement, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of
the Warrantholder against impairment. The foregoing notwithstanding, the Company shall not have been deemed to have impaired the Warrantholder's rights hereunder: (i) if it amends its Charter,
or the holders of the Company's other series of preferred stock waive rights thereunder, in a manner that does not affect the Preferred Stock differently from the effect that such amendments or
waivers have generally on the rights, preferences, privileges or restrictions of the other shares of the same class and series of stock, or (ii) if the Company, through a Merger Event, issue,
or sale of securities or any other voluntary action, affects Warrantholder's rights hereunder in a manner that does not affect the Preferred Stock differently from the effect that such transactions
have generally on the rights, preferences, privileges or restrictions of the other shares of the same class and series of stock. 


 
 
           (d)    Additional Documents.     The Company, upon execution of this Agreement, shall provide the
 Warrantholder with certified resolutions with respect to the representations, warranties and
covenants set forth in Sections 9(a) through (b). The Company shall also supply documentation reasonably necessary to evaluate whether to exercise (in cash or a net issuance basis) this
Warrant, including without limitation, (i) any merger/purchase/asset sale agreement and related documents and estimated payout allocations to each of the respective shareholders, warrant and
option holders in connection with a Merger Event, (ii) the most recent capitalization tables, 409A valuations (if any), and board determination of share value (including any waterfall or per
share allocations provided to the stockholders), and (iii) most recent Charter. 


 
 
           (e)    Attorney's Fees.     In any litigation, arbitration or court proceeding between the Company and
 the Warrantholder relating hereto, the prevailing party shall be entitled to attorneys'
fees and expenses and all costs of proceedings incurred in enforcing this Agreement. For the purposes of this Section 12(e), attorneys' fees shall include without limitation fees incurred in
connection with the following: (i) contempt proceedings; (ii) discovery; (iii) any motion, proceeding or other activity of any kind in connection with an insolvency proceeding;
(iv) garnishment, levy, and debtor and 



10







 

third
party examinations; and (v) post-judgment motions and proceedings of any kind, including without limitation any activity taken to collect or enforce any judgment. 



 
 
          (f)    Severability.     In the event any one or more of the provisions of this Agreement shall for any
reason be held invalid, illegal or unenforceable, the remaining provisions of this
Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the
intention of the parties underlying the invalid, illegal or unenforceable provision. 


 
 
          (g)    Notices.     Except as otherwise provided herein, any notice, demand, request, consent, approval,
 declaration, service of process or other communication that is required,
contemplated, or permitted under this Agreement or with respect to the subject matter hereof shall be in writing, and shall be deemed to have been validly served, given, delivered, and received upon
the earlier of: (i) the day of transmission by facsimile or hand delivery if transmission or delivery occurs on a business day at or before 5:00 pm in the time zone of the recipient, or, if
transmission or delivery occurs on a non-business day or after such time, the first business day thereafter, or the first business day after deposit with an overnight express service or overnight mail
delivery service; or (ii) the third calendar day after deposit in the United States mails, with proper first class postage prepaid, and shall be addressed to the party to be notified as
follows: 



If
to Warrantholder: 




HERCULES
TECHNOLOGY GROWTH CAPITAL, INC.

Legal Department

Attention: Chief Legal Officer

400 Hamilton Avenue, Suite 310

Palo Alto, CA 94301

Facsimile: 650-473-9194

Telephone: 650-289-3060 





If
to the Company: 




CERECOR INC.

Attention: Chief Financial Officer

400 E. Pratt Street, Suite 606

Baltimore, MD 21202

Facsimile:

Telephone: 410-522-8707 






or
to such other address as each party may designate for itself by like notice. 


 
 
           (h)    Entire Agreement; Amendments.     This Agreement constitutes the entire agreement and
 understanding of the parties hereto in respect of the subject matter hereof, and supersedes and replaces in
their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof (including Warrantholder's
proposal letter dated June 13, 2014 and accepted by the Company on June 18, 2014). None of the terms of this Agreement may be amended except by an instrument executed by each of the
parties hereto. 


 
 
           (i)    Headings.     The various headings in this Agreement are inserted for convenience only and
 shall not affect the meaning or interpretation of this Agreement or any provisions
hereof. 


 
 
          (j)    No Strict Construction.     The parties hereto have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question of intent or interpretation 



11







 

arises,
this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of
any provisions of this Agreement. 


 
 
           (k)    No Waiver.     No omission or delay by Warrantholder at any time to enforce any right or remedy
 reserved to it, or to require performance of any of the terms, covenants or
provisions hereof by the Company at any time designated, shall be a waiver of any such right or remedy to which Warrantholder is entitled, nor shall it in any way affect the right of Warrantholder to
enforce such provisions thereafter. 


 
 
           (l)    Survival.     All agreements, representations and warranties contained in this Agreement or in
 any document delivered pursuant hereto shall be for the benefit of Warrantholder
and shall survive the execution and delivery of this Agreement and the expiration or other termination of this Agreement. 



 
 
          (m)    Governing Law.     This Agreement have been negotiated and delivered to Warrantholder in the
State of California, and shall have been accepted by Warrantholder in the State of
California. Delivery of Preferred Stock to Warrantholder by the Company under this Agreement is due in the State of California. This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction. 



 
 
          (n)    Consent to Jurisdiction and Venue.     All judicial proceedings arising in or under or related
to this Agreement may be brought in any state or federal court of competent jurisdiction located in the
State of California. By execution and delivery of this Agreement, each party hereto generally and unconditionally: (a) consents to personal jurisdiction in Santa Clara County, State of
California; (b) waives any objection as to jurisdiction or venue in Santa Clara County, State of California; (c) agrees not to assert any defense based on lack of jurisdiction or venue
in the aforesaid courts; and (d) irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Service of process on any party hereto in any action arising
out of or relating to this Agreement shall be effective if given in accordance with the requirements for notice set forth in Section 12(g), and shall be deemed effective and received as set
forth in Section 12(g). Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of either party to bring proceedings in the courts
of any other jurisdiction. 


 
 
           (o)    Mutual Waiver of Jury Trial.     Because disputes arising in connection with complex financial
 transactions are most quickly and economically resolved by an experienced and expert person and the
parties wish applicable state and federal laws to apply (rather than arbitration rules), the parties desire that their disputes be resolved by a judge applying such applicable laws. EACH OF THE
COMPANY AND WARRANTHOLDER SPECIFICALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY,
"CLAIMS") ASSERTED BY THE COMPANY AGAINST WARRANTHOLDER OR ITS ASSIGNEE OR BY WARRANTHOLDER OR ITS ASSIGNEE AGAINST THE COMPANY. This waiver extends to all such Claims, including Claims that involve
Persons other than Company and Warrantholder; Claims that arise out of or are in any way connected to the relationship between the Company and Warrantholder; and any Claims for damages, breach of
contract, specific performance, or any equitable or legal relief of any kind, arising out of this Agreement. 



 
 
          (p)    Judicial Reference.     If the waiver of jury trial set forth above is ineffective or
unenforceable, the parties agree that all Claims shall be resolved by reference to a private judge
sitting without a jury, pursuant to Code of Civil Procedure Section 638, before a mutually acceptable referee or, if the parties cannot agree, a referee selected by the Presiding Judge of Santa
Clara 



12







 

County,
California. Such proceeding shall be conducted in Santa Clara County, California, with California rules of evidence and discovery applicable to such proceeding. 


 
 
           (q)    Prejudgment Relief.     In the event Claims are to be resolved by arbitration, either party may
 seek from a court of competent jurisdiction identified in Section 12(n), any
prejudgment order, writ or other relief and have such prejudgment order, writ or other relief enforced to the fullest extent permitted by law notwithstanding that all Claims are otherwise subject to
resolution by judicial reference. 


 
 
           (r)    Counterparts.     This Agreement and any amendments, waivers, consents or supplements hereto
 may be executed in any number of counterparts, and by different parties hereto in
separate counterparts, each of which when so delivered shall be deemed an original, but all of which counterparts shall constitute but one and the same instrument. 



[Remainder
of Page Intentionally Left Blank] 


13









 



































 




          IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by its officers thereunto duly authorized as of the Effective Date. 

 






					
	 COMPANY:
	 	CERECOR INC.
	 
	 	 By:
	 	 /s/ BLAKE M. PATERSON








 
	 
	 	 	 	Name:
	 
	 	 	 	Title:
	 WARRANTHOLDER: CAPITAL, INC.,
	 	  HERCULES TECHNOLOGY GROWTH

	 
	 	  a Maryland corporation

	 
	 	 By:
	 	 /s/ BEN BANG, SENIOR COUNSEL








 
	 
	 	 	 	Ben Bang, Senior Counsel




 

 14







 
 
 

  EXHIBIT I    
    
    NOTICE OF EXERCISE    
    


	To:
	CERCOR INC.



	(1)
	The
undersigned Warrantholder hereby elects to purchase [                      ] shares of the Series
[             ] Preferred Stock of Cerecor Inc., pursuant to the terms of the Agreement dated the 19th day of August, 2014 (the "Agreement")
between Cerecor Inc. and the Warrantholder, and [CASH PAYMENT: tenders herewith payment of the Purchase Price in full, together with all applicable transfer taxes, if
any.] [NET ISSUANCE: elects pursuant to Section 3(a) of the Agreement to effect a Net Issuance.]



	(2)
	Please
issue a certificate or certificates representing said shares of Series [             ] Preferred Stock in the name of the
undersigned or in such other name as is specified below. 


 






			
	

 	
 	






  (Name)
	

 	
 	






  (Address)




 

 	(3)
	The
undersigned hereby agrees that by execution and delivery of this Notice of Exercise prior to an Initial Public Offering, the undersigned agrees to
execute and thereby become party to (i) that certain Second Amended and Restated Registration Rights Agreement by and among the Company and the parties named therein, dated November 14,
2012, and (ii) that certain Second Amended and Restated Stockholders Agreement by and among the Company and the parties named therein, dated November 14, 2012, as each may be amended
from time to time. 


 






					
	 WARRANTHOLDER:
	 	HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation
	 
	 	 By:
	 	  








 
	 
	 	 	 	Ben Bang, Senior Counsel




 

 15









 








































 
 

  EXHIBIT II    
    
    ACKNOWLEDGMENT OF EXERCISE    
    



          The
undersigned [                 ] of Cerecor Inc., hereby acknowledges receipt of the "Notice of Exercise" from Hercules Technology Growth
Capital, Inc. to purchase [         ] shares of the Series [         ] Preferred Stock of Cerecor Inc., pursuant to the terms of
the Agreement, and further acknowledges that [             ] shares remain subject to purchase under the terms of the Agreement. 

 






					
	 COMPANY:
	 	CERECOR INC.
	 
	 	 By:
	 	  








 
	 
	 	 	 	Title:
	 
	 	 	 	Date:




 

 16







 
 
 

  EXHIBIT III    
    
    TRANSFER NOTICE    
    


          (To
transfer or assign the foregoing Agreement execute this form and supply required information. Do not use this form to purchase shares.) 


          FOR
VALUE RECEIVED, the foregoing Agreement and all rights evidenced thereby are hereby transferred and assigned to 

 






			
	





  
	  (Please Print)

	 whose address is
	 	 







 
	






  




 


 






					
	 
	 	 Dated:
	 	 







 
	 
	 	 Holder's Signature:
	 	 







 
	 
	 	 Holder's Address:
	 	 







 
	

 	
 	






  




 


 






			
	 Signature Guaranteed:
	 	 







 




 

 NOTE:
The signature to this Transfer Notice must correspond with the name as it appears on the face of the Agreement, without alteration or enlargement or any change whatever. Officers of corporations
and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Agreement. 


17











QuickLinks



Exhibit 4.8


WARRANT AGREEMENT To Purchase Shares of Preferred Stock of CERECOR INC. Dated as of August 19, 2014 (the " Effective Date ")


SECTION 1. GRANT OF THE RIGHT TO PURCHASE PREFERRED STOCK.

SECTION 2. TERM OF THE AGREEMENT.

SECTION 3. EXERCISE OF THE PURCHASE RIGHTS.

(a)  Exercise.

(b)  Exercise Prior to Expiration.

SECTION 4. RESERVATION OF SHARES.

SECTION 5. NO FRACTIONAL SHARES OR SCRIP.

SECTION 6. NO RIGHTS AS STOCKHOLDER.

SECTION 7. WARRANTHOLDER REGISTRY.

SECTION 8. ADJUSTMENT RIGHTS.

(a)  Merger Event.

(b)  Reclassification of Shares.

(c)  Subdivision or Combination of Shares.

(d)  Stock Dividends.

(e)  Antidilution Rights.

(f)  Notice of Adjustments.

(g)  Timely Notice.

SECTION 9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.

(a)  Reservation of Preferred Stock.

(b)  Due Authority.

(c)  Consents and Approvals.

(d)  Issued Securities.




(e)  Registration Rights.

(f)  Other Commitments to Register Securities.

(g)  Exempt Transaction.

(h)  Compliance with Rule 144.

(i)  Information Rights.

SECTION 10. REPRESENTATIONS AND COVENANTS OF THE WARRANTHOLDER.

(a)  Investment Purpose.

(b)  Private Issue.

(c)  Financial Risk.

(d)  Risk of No Registration.

(e)  Accredited Investor.

(f)  Confidentiality.

(g)  "Market Stand-Off ".

SECTION 11. TRANSFERS.

SECTION 12. MISCELLANEOUS.

(a)  Effective Date.

(b)  Remedies.

(c)  No Impairment of Rights.

(d)  Additional Documents.

(e)  Attorney's Fees.

(f)  Severability.

(g)  Notices.

(h)  Entire Agreement; Amendments.

(i)  Headings.

(j)  No Strict Construction.

(k)  No Waiver.

(l)  Survival.

(m)  Governing Law.

(n)  Consent to Jurisdiction and Venue.

(o)  Mutual Waiver of Jury Trial.

(p)  Judicial Reference.

(q)  Prejudgment Relief.

(r)  Counterparts.



EXHIBIT I NOTICE OF EXERCISE



EXHIBIT II ACKNOWLEDGMENT OF EXERCISE

EXHIBIT III TRANSFER NOTICE