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  Exhibit 4.6    
    


THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.


 CERECOR, INC.  


 WARRANT TO PURCHASE COMMON STOCK  

 






			
	 No. [·]
	 	 [·],
2014





 

  Void After [    ·    ], 2019  


          THIS CERTIFIES THAT, for value received, [HOLDER'S
NAME], (the "Holder"), is entitled to subscribe for and purchase during the Exercise Period
(defined below) from CERECOR, INC., a Delaware corporation (the "Company"), the Exercise Shares. 


          This
warrant (this "Warrant") is issued as part of a series of warrants (collectively, the
"Warrants") pursuant to the terms of that certain Convertible Promissory Note and Warrant Purchase Agreement (as amended, the
"Agreement") dated as of  [    ·    ],
2014 to the persons and
entities listed on the Schedule of Purchasers attached to the Agreement (collectively, the "Holders"). 


          1.    DEFINITIONS.    As used herein, the following terms shall have the following respective
meanings: 



          (a)    "Common Stock" means the Company's Common Stock. 



          (b)    "Exercise Period" means the period commencing with the date hereof and
ending five years later, unless sooner terminated as provided below. 


          (c)    "Exercise Price" means the Price Per Share  multiplied by the number of shares of Common
Stock being purchased pursuant to an exercise of this Warrant. 



          (d)    "Exercise Shares" means a number of shares of Common Stock that equals
(i) the amount of the Loan Amount, divided by (ii) the Price Per Share, rounded to the nearest whole share. 


          (e)    "IPO" means the Company's initial public offering. 


          (f)    "Price Per Share" means (a) if a Qualified Financing occurs prior
to the IPO, the price per share at which equity securities are sold in such Qualified Financing, and (b) otherwise, the price per share at which shares are offered to the public in the IPO. 


          (g)    "Qualified Financing" has the meaning given to such term in the
Agreement. 




          2.    EXERCISE OF WARRANT.    



          2.1     The rights represented by this Warrant may be exercised in whole or in part at any time during the Exercise Period, by
delivery of the following to the Company at its address set forth above (or at such other address as it may designate by notice in writing to the Holder): 



          (a)    An executed Notice of Exercise in the form attached hereto; 


          (b)    Payment of the Exercise Price either in cash or by check; and 


          (c)    This Warrant. 




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          2.2    Upon the exercise of the rights represented by this Warrant, a certificate or certificates for the Exercise Shares so
purchased, registered in the name of the Holder or persons affiliated with the Holder, if the Holder so designates, shall be issued and delivered to the Holder within a reasonable time after the
rights represented by this Warrant shall have been so exercised. 


          2.3    The person in whose name any certificate or certificates for Exercise Shares are to be issued upon exercise of this
Warrant shall be deemed to have become the holder of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of
delivery of such certificate or certificates, except that, if the date of such surrender and
payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on
which the stock transfer books are open. 


          2.4    This Warrant may not be exercised if the issuance of the Exercise Shares upon such exercise would constitute a violation
of any applicable federal or state securities laws or other laws or regulations. 




          3.    REPRESENTATIONS OF
HOLDER.    



 
 
           3.1    Acquisition of Warrant for Personal Account.
    The Holder represents and warrants that it is acquiring the Warrant and the Exercise Shares solely for its account for investment and not with a view to or for sale or distribution of
said Warrant or Exercise Shares or any part thereof. The Holder also represents that the entire legal and beneficial interests of the Warrant and Exercise Shares the Holder is acquiring is being
acquired for, and will be held for, its account only. 


 
 
           3.2    Securities Are Not Registered.
    



          (a)    The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of
1933, as amended (the "Act") on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present
if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or
otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention. 


          (b)    The Holder recognizes that the Warrant and the Exercise Shares must be held indefinitely unless they are subsequently
registered under the Act or an exemption from such registration is available. The Holder recognizes that the Company has no obligation to register the Warrant or the Exercise Shares of the Company, or
to comply with any exemption from such registration. 


          (c)    The Holder is aware that neither the Warrant nor the Exercise Shares may be sold pursuant to Rule 144 adopted
under the Act unless certain conditions are met, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the
Company, the resale following the required holding period under Rule 144 and the number of shares being sold during any three month period not exceeding specified limitations. Holder is aware
that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company presently has no plans to satisfy these conditions in the foreseeable future. 




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           3.3    Disposition of Warrant and Exercise Shares.     



          (a)    The Holder further agrees not to make any disposition of all or any part of the Warrant or Exercise Shares in any event
unless and until: 




            (i)  The Company shall have received a letter secured by the Holder from the Securities and Exchange Commission stating that
no action will be recommended to the Commission with respect to the proposed disposition; 



           (ii)  There is then in effect a registration statement under the Act covering such proposed disposition and such disposition
is made in accordance with said registration statement; or 


          (iii)  The Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a
detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall have furnished the Company with an opinion of counsel,
reasonably satisfactory to the Company, for the Holder to the effect that such disposition will not require registration of such Warrant or Exercise Shares under the Act or any applicable state
securities laws. 





          (b)    The Holder understands and agrees that all certificates evidencing the shares to be issued to the Holder may bear the
following legend: 





THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. 


          4.    FRACTIONAL
SHARES.    No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All
Exercise Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result
in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the
holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then current fair market value of an Exercise Share by such fraction. 


          5.    EARLY
TERMINATION.    In the event of, at any time during the Exercise Period, an initial public offering of securities of the Company registered
under the Act, or any capital reorganization, or any reclassification of the capital stock of the Company (other than a change in par value or from par value to no par value or no par value to par
value or as a result of a stock dividend or subdivision, split-up or combination of shares), or the consolidation or merger of the Company with or into another corporation (other than a merger solely
to effect a reincorporation of the Company into another state), or the sale or other disposition of all or substantially all the properties and assets of the Company in its entirety to any other
person, the Company shall provide to the Holder ten (10) days advance written notice of such public offering, reorganization, reclassification, consolidation, merger or sale or other
disposition of the Company's assets, and this Warrant shall terminate unless exercised prior to the date such public offering is closed or the occurrence of such reorganization, reclassification,
consolidation, merger or sale or other disposition of the Company's assets. 


          6.    MARKET STAND-OFF
AGREEMENT.    Holder hereby agrees that Holder will 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, any Exercise Shares, shares of the Company's Common Stock or other securities of the Company held by Holder (other than
those included in the registration) during the 180 day period following the effective date of the Company's initial public offering (or such longer 


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period
as the underwriters or the Company will request in order to facilitate compliance with applicable law). 


          7.    NO STOCKHOLDER
RIGHTS.    This Warrant in and of itself shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. 



          8.    NO TRANSFER OF
WARRANT.    This Warrant and all rights hereunder are not transferable or assignable. 


          9.    LOST, STOLEN, MUTILATED OR DESTROYED
WARRANT.    If this Warrant is lost, stolen, mutilated or destroyed, the Company may, on such terms as to indemnity or otherwise as it may
reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as the Warrant so lost, stolen, mutilated or
destroyed. Any such new
Warrant shall constitute an original contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone. 


          10.    NOTICES, ETC.    All notices required
or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed email if sent during
normal business hours of the recipient, if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage
prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be
sent to the Company at the address listed on the signature page and to Holder
at                                       or at such
other address as the Company or Holder may designate by ten (10) days advance written
notice to the other parties hereto. 


          11.    ACCEPTANCE.    Receipt
of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein. 


          12.    GOVERNING
LAW.    This Warrant and all rights, obligations and liabilities hereunder shall be governed by the laws of the State of Delaware. 


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          IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer as of  [    ·    ], 2014. 

 






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








 	
 	
 
	 	 	Name:	 	Blake M. Paterson	 	 
	 	 	Title:	 	 President/CFO	 	 
	 	 	Address:	 	400 E. Pratt Street, Suite 606

Baltimore, MD 21202	 	 




 

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  NOTICE OF EXERCISE    
    


	TO:
	CERECOR, INC.



          (1)    o The undersigned hereby elects to
purchase                      shares of
Common Stock of Cerecor, Inc. (the "Company") pursuant to the terms of the attached Warrant, and
tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. 


          (2)    Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in
such other name as is specified below: 

 






					
	

 	
 	






  (Name)	
 	
 
	



 	

 	


 





 






  (Address)	

 	


  




 

           (3)    The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of
the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such
shares; (ii) the undersigned is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable
decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters
that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned's own interests; (iv) the undersigned understands that the shares of Common
Stock issuable upon exercise of this Warrant have not been 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, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and,
because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration
is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are
met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the
public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any
part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made
in accordance with said registration statement, or the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that such registration is not required. 


[Signature Page Follows] 







 






			
	





  (Date)	 	





  (Signature)
	

 	
 	






  (Print name)




 

 















































 
 

  ASSIGNMENT FORM    
    


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



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

 






			
	Name:	 	      






 (Please Print)




 


 






			
	Address:	 	      






 (Please Print)




 


 






			
	Dated:                      , 20    




 


 






					
	Holder's Signature:	 	     







 	 	 




 


 






					
	Holder's Address:	 	     







 	 	 




 

 NOTE:    The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, 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 Warrant. 











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Exhibit 4.6

3.1 Acquisition of Warrant for Personal Account .

3.2 Securities Are Not Registered .

3.3 Disposition of Warrant and Exercise Shares.



NOTICE OF EXERCISE


ASSIGNMENT FORM