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  Exhibit 4.3    
    


          THE WARRANT REPRESENTED HEREBY AND THE COMMON STOCK OR OTHER SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THIS WARRANT NOR THE COMMON STOCK OR OTHER SECURITIES ISSUABLE UPON THE EXERCISE HEREOF NOR
ANY INTEREST THEREIN MAY BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND SUCH LAWS AND THE RULES AND REGULATIONS THEREUNDER. THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF AN AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT, AN AMENDED AND RESTATED VOTING AGREEMENT AND AN AMENDED AND RESTATED RIGHT OF FIRST REFUSAL
AND CO-SALE AGREEMENT, EACH DATED AS OF [    ·    ], 2013 (COPIES OF WHICH ARE ON
FILE WITH THE SECRETARY OF THE COMPANY) AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SUCH AMENDED AND RESTATED
INVESTORS' RIGHTS AGREEMENT, AMENDED AND RESTATED VOTING AGREEMENT AND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT. 

 






			
	 Warrant No. [·]
	 	Dated: [·], 2013




 

  
 

  COMMON STOCK WARRANT
  
    CERECOR INC.    
    


          THIS IS TO CERTIFY THAT for value received, [HOLDER'S NAME], a  [ENTITY TYPE]
formed under the laws of the State of  [STATE] (the "Holder"), is entitled, subject to the terms and conditions set
forth below, to purchase from Cerecor Inc., a Delaware corporation (the "Company"), the Warrant Shares (as defined in Section 1(h) below),
at a price per share equal as set forth in Section 1(g) below (the "Exercise Price"). This warrant (this
"Warrant") is being issued in connection with the purchase of shares of Series A-1 Preferred Stock of the Company pursuant to a Series A-1
Preferred Stock and Warrant Purchase Agreement, dated on or about the date hereof, by and among the Company, the Holder and the other parties thereto (the "Purchase
Agreement"). All Warrants issued under the Purchase Agreements are referred to herein, collectively, as the "Warrants." The
Holder, collectively with all Holders of other Warrants, are sometimes referred to collectively as the "Holders." 


          Capitalized
terms used but not otherwise defined herein shall have the meanings given to them in the Purchase Agreements. 


          1.    Manner of Exercise; Expiration Date.    



          (a)    This Warrant shall be exercisable in accordance with this Section 1 and Section 2 below from and after the
date hereof until 5:00 p.m., New York time on the fifth (5th) anniversary of the date hereof (the "Exercise Period"). The Holder may from time to
time during the Exercise Period on any business day exercise this Warrant, for all or any part of the Warrant Shares purchasable at such time hereunder, by delivering to the Company at its principal
office (i) a written notice of the Holder's election to exercise this Warrant (an "Exercise Notice"), which Exercise Notice shall be irrevocable
and shall specify the number of Warrant Shares to be purchased, (ii) payment of the aggregate Exercise Price for the applicable number of Warrant Shares to be purchased by check or wire
transfer of immediately available funds to an account then specified by the Company and (iii) this Warrant (the date on which the foregoing items are delivered to the Company being hereinafter
referred to as the "Exercise Date"). Such Exercise Notice shall be in the form of Annex A hereto, duly executed by the Holder or its duly
authorized agent. 



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          (b)    Upon receipt of the items specified in Section 1(a), the Company shall execute (or cause to be executed) and
deliver (or cause to be delivered) to the Holder a certificate or certificates representing the aggregate number of full Warrant Shares issuable upon such exercise, together with cash in lieu of any
fraction of a share, as hereafter provided. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder shall be deemed
to have become a Holder of record of such shares for all purposes, as of the Exercise Date. 


          (c)    If this Warrant is exercised in part, the Company shall, at the time of delivery of the certificate or certificates
representing the Warrant Shares being issued, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant. Such new
Warrant shall in all other respects be identical to this Warrant. 


          (d)    The Company shall pay any and all issue and other taxes (other than income taxes) that may be payable in respect of the
issuance of this Warrant or any issuance or delivery of Warrant Shares on exercise of this Warrant; provided, however, that the Company shall not be obligated to pay any transfer taxes resulting from
any transfer requested by the Holder of record of this Warrant in connection with any such exercise. 



          (e)    The Company shall at all times reserve and keep available out of its authorized but unissued shares of capital stock,
solely for the purpose of effecting the exercise of this Warrant, such number of its shares of capital stock as shall from time to time be sufficient to effect such exercise of this Warrant for the
maximum number of shares of such class or series of capital stock issuable upon exercise of this Warrant; and if at any time the number of authorized but unissued shares of such capital stock shall
not be sufficient to effect such exercise of this Warrant for the maximum number of shares of such capital stock then issuable upon exercise hereunder, the Company will take such corporate action as
may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of such capital stock to such number of shares as shall be sufficient for such purpose, including,
without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Company's Certificate of Incorporation (as amended from time to time). The
Company will not at any time close its stock transfer books in a manner which prevents the timely exercise of this Warrant. 


          (f)    No fractional shares shall be issued upon the exercise of this Warrant. All shares of capital stock (including fractions
thereof) issuable upon exercise of this Warrant as to each share of capital stock shall be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional
shares. If, after the aforementioned aggregation, the exercise would result in the issuance of a fraction of a share of capital stock, the Company shall, in lieu of issuing any fractional share, pay
the Holder a sum of cash equal to the fair market value (as described in Section 2 below) of such fraction on the date of exercise. 


          (g)    During the period from issuance until the IPO Penalty Date (as defined in the Amended and Restated Certificate of
Incorporation (the "Restated Charter")), (i) in the event the Company has consummated a Qualified IPO (as defined in the Restated Charter) on or
before the Exercise Date, the Exercise Price shall be the public offering price per share in such Qualified IPO, and (ii) in the event the
Company has not completed a Qualified IPO on or before the Exercise Date, the Exercise Price shall be $1.00, in case of each of foregoing clauses (i) and (ii), subject to further adjustment
pursuant to Section 3 hereof. From and after the IPO Penalty Date, the Exercise Price shall be $1.00, subject to further adjustment pursuant to Section 3 hereof. 



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          (h)    "Warrant Shares" means a number of shares of common stock, par value
$0.001 per share, of the Company ("Common Stock") equal to [                 ](1) (the "Initial Warrant
Shares"); provided that: 



          (i)     if the Company does not file a registration statement with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, with respect to a Qualified IPO on or before Registration Penalty Date (as defined in the Restated Charter), then the number of Warrant Shares shall increase by an
additional 20% of the Initial Warrant Shares starting on the Registration Penalty Date, and on each monthly anniversary of the Registration Penalty Date thereafter during the continuance of such
failure to file, the number of Warrant Shares shall increase by an additional 20% of the Initial Warrant Shares until the number of Warrant Shares reaches an amount equal to the Initial Warrant Shares  multiplied
by 2 (the "Maximum Warrant Shares"), after which it shall be capped and will no longer
increase. 


          (ii)    if the Corporation does not complete a Qualified IPO on or before the IPO Penalty Date (as defined in the Restated
Charter), then the number of Warrant Shares shall increase by an additional 20% of the Initial Warrant Shares starting on the IPO Penalty Date, and on each monthly anniversary of the IPO Penalty Date
thereafter during the continuance of such failure to complete a Qualified IPO, the number of Warrant Shares shall increase by an additional 20% of the Initial Warrant Shares until the number of
Warrant Shares reaches an amount equal to the Maximum Warrant Shares, after which it shall be capped and will no longer increase. 



          (iii)  notwithstanding the foregoing, in no case shall the number of Warrant Shares exceed the number of Maximum Warrant
Shares. 


          (iv)   notwithstanding the foregoing, in the event a registration statement filed by the Company pursuant to the Securities
Exchange Act of 1934, as amended, becomes effective on or before the Registration Penalty Date, then the number of Warrant Shares will be capped at the number of Initial Warrant Shares and shall not
increase at any time under any condition of this Section 1(h), including Section 1(h)(i) or 1(h)(ii) above. 





          2.    Net Exercise Issue.    Notwithstanding any provision herein to the contrary, if the fair market value of one
share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to
the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise
Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: 

 






										
	 	 
	 	X	 	=	 	Y (A–B)

A	 	 
	 	 Where
	 	X	 	=	 	the number of Warrant Shares to be issued to the Holder
	 	 
	 	Y	 	=	 	the number of Warrant Shares with respect to which this Warrant is being exercised
	 	 
	 	A	 	=	 	the fair market value of one share of Common Stock (at the date of such calculation)
	 	 
	 	B	 	=	 	Exercise Price (as adjusted to the date of such calculation)






 

           For
purposes of the above calculation, the fair market value of one share of Common Stock shall be: 



          (a)    the average daily Market Price (as defined below) during the period of the most recent 10 trading days, ending on the
last business day before the effective date of exercise of the Warrant, on which the national securities exchanges or over-the-counter market in which the 



   

   


 

 	(1)
	Equal
to 25% of the number of shares of Series A-1 Preferred Stock purchased by such investor. 


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shares
of Common Stock is quoted were open for trading. If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is quoted on
the NASDAQ Stock Market, the Market Price as of a specified day shall be the last reported sale price of Common Stock on such exchange or on the NASDAQ on such date or if no such sale is made on such
day, the mean of the closing bid and asked prices for such day on such exchange or on the NASDAQ (the "Market Price"); or 



          (b)    if the Common Stock is not then listed or admitted to trading on any national securities exchange or quoted on the
NASDAQ Stock Market, the fair market value shall be determined in good faith by the Board of Directors of the Company. 




          3.    Adjustments for Stock Dividends, Splits, etc.    If the Company declares or pays a dividend on the outstanding
shares of the Common Stock or other securities, then upon exercise of this Warrant, for each Warrant Share acquired, Holder shall receive, without cost to Holder, the total number and kind of
securities to which Holder would have been entitled had Holder owned the Warrant Shares of record as of the date the dividend occurred. If the Company subdivides the outstanding shares of Common Stock
by reclassification or otherwise into a greater number of shares, the number of Warrant Shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately
decreased. If the outstanding shares of Common Stock are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately
increased and the number of Warrant Shares shall be proportionately decreased. 


          4.    Fractional Shares.    No fractional Warrant Shares shall be issuable upon exercise or conversion of the Warrant
and the number of Warrant Shares to be issued shall be rounded down to the nearest whole Warrant Share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the
Company shall eliminate such fractional share interest by paying Holder the amount computed by multiplying the fractional interest by the fair market value of a full Warrant Share. 


          5.    Replacement of Warrant.    On receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement reasonably satisfactory in form and amount to
the Company or, in the case of any such mutilation, on surrender and cancellation of this Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor. 


          6.    Negotiability, etc.    This Warrant is issued upon the following terms, all of which the Holder hereof by the
taking hereof consents and agrees: 



          (a)    The Holder shall not be entitled to pledge, mortgage, transfer, endorse or otherwise convey this Warrant (a
"Transfer"), in whole or in part, except (i) in accordance with the provisions of the Amended and Restated Right of First Refusal and Co-Sale
Agreement or (ii) the prior written consent of the Company. To the extent permitted by the preceding sentence, the Holder and its direct and indirect transferees may Transfer all or any portion
of this Warrant by surrendering this Warrant to the Company together with a completed assignment in the form attached hereto as Annex B. Upon such surrender, the Company shall deliver a new
Warrant or Warrants to the person or persons entitled thereto and, if applicable, shall deliver to Holder a new Warrant evidencing the right of Holder to purchase the balance of the Warrant Shares
subject to purchase hereunder. The term "Holder" as used herein shall include any transferee to whom this Warrant has been Transferred in accordance with this Section 6. 



          (b)    The Holder shall not be entitled to vote or to receive dividends or to be deemed the Holder of capital stock that may at
any time be issuable upon exercise of this Warrant for any purpose whatsoever, nor shall anything contained herein be construed to confer upon the Holder any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold 



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consent
to any corporate action (whether upon any recapitalization, issuance or reclassification of stock, change of par value or change of stock to no par value, consolidation, merger or conveyance
or otherwise), or to receive notice of meetings, or to receive dividends or subscription rights, until the Holder shall have exercised this Warrant and been issued shares of capital stock in
accordance with the provisions hereof. 


          (c)    Neither this Warrant nor any shares of capital stock or other securities purchased pursuant to this Warrant have been
registered under the 1933 Act and applicable state securities laws. Therefore, the transfer or exchange of this Warrant or such shares may be made only in a transaction permitted under the 1933 Act
and applicable state securities laws or pursuant to an exemption therefrom. Prior to registration, the certificates evidencing the Warrant Shares or other securities issued on the exercise of this
Warrant shall bear a legend to the effect that the shares evidenced by such certificates have not been registered under the 1933 Act and applicable state securities laws. 


          (d)    Until this Warrant is transferred on the books of the Company, the Company may treat the registered Holder hereof as the
absolute owner hereof for all purposes, notwithstanding any notice to the contrary. 




          7.    Notices, etc.    All notices and other communications from the Company to the Holder of this Warrant shall be
sent by facsimile or overnight courier or shall be mailed by first class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company in writing by such
Holder or, until any such Holder furnishes to the Company an address, then to, and at the address of, the last Holder of this Warrant who has so furnished an address to the Company. All such notices
and communications shall, when mailed, be effective when deposited in the mails and, when sent by facsimile or overnight courier, delivered, be effective when received. 



          8.    Amendments.    This Warrant and any term hereof may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against which enforcement of such change, waiver,
discharge or termination is sought; provided, that the holders of a majority of the aggregate Warrant Shares issued under the Purchase Agreement and then outstanding shall have the right to act on
behalf of all Holders of Warrants with respect to all Warrants. 


          9.    Governing Law.    This Warrant shall be construed and enforced in accordance with and governed by the laws of
the State of Delaware without regard to the laws that might be applied under any conflict of laws principles. 


          10.    Headings.    The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof. 


          11.    Severability.    The invalidity or unenforceability of any provision hereof shall in no way affect the
validity or enforceability of any other provision. 


          [END OF TEXT. SIGNATURE PAGE FOLLOWS.]


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          IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by a duly authorized officer as of the date first written above. 

 






							
	 
	 	 CERECOR INC.
	

 
	
 	
 By:	
 	
  







 
	 
	 	 	 	Name:	 	Blake M. Paterson
	 
	 	 	 	Title:	 	 Chief Executive Officer




 

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  ANNEX A    
    
    FORM OF EXERCISE NOTICE    
    


(To
be executed if Holder desires to exercise the Warrants evidenced by this Warrant Certificate). 



TO
CERECOR INC.  



	o
	The
undersigned hereby (1) irrevocably elects to exercise             Warrant Shares represented by
this Warrant to purchase             shares of Common Stock issuable upon the exercise of such Warrant, (2) makes payment in full of the aggregate Exercise Price for such Warrants
by
enclosure of a certified or bank cashier's check therefor, upon condition that a new Warrant be issued for the balance of the Warrant Shares remaining, if any, and (3) requests that a
certificate for the shares of Common Stock purchased hereunder be issued in the name of and delivered to: 



(Please
print name and address)  


	o
	The
undersigned hereby elects to convert              percent (         %) of the value of the
Warrant pursuant to the provisions of Section 2 of the Warrant. 




          If such number of Warrant Shares not be all of the Warrant Shares evidenced by this Warrant Certificate, a new Warrant for the balance remaining of such Warrant
Shares shall be registered in the name of and delivered to: 



(Please
print name and address) 



 






					
	Dated:	 	      







 	 	 
	
 Signature:	
 	
     







 	
 	
 




 

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  ANNEX B    
    
    FORM OF ASSIGNMENT    
    


(To
be executed by the registered Holder if such Holder desires to transfer the attached Warrant.) 


          FOR
VALUE RECEIVED,             hereby sells, assigns, and transfers unto             a Warrant to
purchase             shares of common stock, par value $0.001 per share,
of Cerecor Inc., a Delaware corporation (the "Company"), together with all right, title, and interest therein, and does hereby irrevocably
constitute and appoint             attorney to transfer such Warrant on the books of the Company, with full power of substitution. 


          The
undersigned represents, unless the sale of this Warrant has been registered under the Securities Act of 1933, as amended (the "Securities
Act"), that the undersigned is acquiring such Warrant for its own account for investment and not with a view to or for sale in connection with any distribution thereof (except
for any resale pursuant to a Registration Statement under the Securities Act). 

 






					
	Dated:	 	      







 	 	 
	
 Signature:	
 	
     







 	
 	
 




 

 8









 








































 
 

  CERECOR INC.
  
    AMENDMENT TO COMMON STOCK WARRANTS    
    


          This AMENDMENT TO COMMON STOCK WARRANTS (this
"Amendment") is made as of July 11, 2014, by and among Cerecor Inc. (the "Company") and
the holders of Warrants (as defined below) that are signatories hereto (the "Holders"). 


 
 

RECITALS    
    


          WHEREAS, the Company previously issued certain warrants (the
"Warrants") to purchase shares of its common stock, par value $0.001 per share ("Common Stock"), to the
Holders pursuant to that certain Series A-1 Preferred Stock and Warrant Purchase Agreement, dated August 23, 2013 (the "Purchase
Agreement"); 


          WHEREAS, Section 8 of each of the Warrants provides that the holders of a majority of the aggregate Warrant Shares (as defined in
the Warrants) issued under the Purchase Agreement and currently outstanding (the "Requisite Majority") shall have the right to act on behalf of all
Holders of Warrants with respect to the amendment of all Warrants; 


          WHEREAS, the undersigned Holders constitute the Requisite Majority; 



          WHEREAS, the Company and the Holders hereby desire to amend the each of the Warrants as set forth below. 


          NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as
follows: 



	1.
	Section 1.(g)
of each Warrant is hereby deleted in its entirety and the following is substituted in lieu thereof: 




          "The
Exercise Price shall be $1.00, subject to adjustment pursuant to Section 3 hereof."  



	2.
	Section 1.(h)
of each Warrant is hereby amended to (A) delete Sections 1.(h)(i), 1.(h)(ii), 1.(h)(iii) and 1.(h)(iv) thereof;
(B) delete "(the "Initial Warrant Shares"); provided that:", in the first sentence of
Section 1.(h), and (C) to add a period at the end of such sentence.



	3.
	This
Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and
the same instrument. The Amendment may be executed by facsimile signatures.



	4.
	This
Amendment shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws that
would result in the application of the law of any other jurisdiction.



	5.
	Except
as specifically amended by this Amendment, all other terms and conditions of the Warrant shall remain in full force and effect in accordance with its
terms without modification. 



[END OF TEXT. SIGNATURE PAGES FOLLOW.]


9
















































 






					
	 CERECOR INC.:	 	 
	

/s/ BLAKE PATERSON







 	
 	
 
	Name:	 	Blake Paterson	 	 
	Title:	 	 Chief Executive Officer	 	 




 


   

   

  SIGNATURE PAGE TO CERECOR INC. AMENDMENT TO COMMON STOCK WARRANTS























































Signed by the following Holders:  


Allenwood
Ventures, Inc.

Michael Cohn and Paula Cohn

David Abramson

Monte D Anglin & Janet S Anglin

Henry Scovern and Laura K. Pakarow

Ron Eller and Beth Eller

Charles J. Costich and /s/ Karin J. Costich

Anil K. Sharma and Pragati G. Sharma JT TEN

David S. Cooper

Robert P. McDonald

Millenium Trust Co, LLC

Ahlborg Acquisitions, LLC

James M. Diasio

Thomas C. Kotyk

James A. Kluge

Clayton A. Struve

John V. Wagner

Howard M. Haft

Todd Loudin

Sol J. Barer

Raymond Barbush

Paul D. Ehrman

Min Sun

Bruce Donald Goethe Laura K. Goethe Comm Prop WROS

James L. Dritz

Franklin D. Brown

Mark R. Jalbert

Jing-Zhou Hou

Donald E. Hinkle

Terrence E. Troy

Stanley M. Marks

Douglas L Engers

John D. Suryan and Monica S. Suryan JT TEN

Rick D. Mace and Karen J. Mace

JaDaMo, LLC

Nathan Halegua

Reed Moskowitz

Adolfo Carmona and Donna Carmona

Patrick Decavaignac and Nancy J Connolly JT

Diana and David Freshwater Living Trust UAS 1/20/04

Brian Potiker Revocable trust uad 8/7/96

Joshua Schein 2009 Spearfish Trust

GBS Ventures

Steven A. Yost IRA

David & Deborah Franzetta Trust UAD 1/29/98

George Zelinski

David De Atkine Jr

Richard Cohen

Stephen Bender

David M. Schneider

Colin Offenhartz

Steven Nelson









Kazuaki
Yonemoto

Henry Tufo/Carleen Tufo

Robert E. Truskowski

Jonathan Patronik

Daniel Hildebrand

John Hawk

C. Barnes Darwin II

Jim Aukstuolis

Alyson D. Schlosser

William Sheppard

Gilya Alchits

Thomas M. Rogstad

Ted Vanvick

David L. Frydrych

David York Morrow

James Ramo 1979 Revocable Trust

Panella Living Trust; Joseph Panella and Pamela Panella TTEES

Robert P. Giesen

Kiran Rajasenan and Rosemarie Rajasenan JT

Trust U/W Renee Weiss

Shamus, LLC

Robert A. Melnick

Steven Rothstein

Robert C. Monks

Fortezza Investments, LP

The Bahr Family Limited Partnership

Steven Farber

Dyke Rogers

VIVARI, LTD

Richard Cohen

Trust of David Benaderet UAD 1/15/13

William S. Lapp

James B. and Karen A. Glavin Family UAD 10/30/98; James B. Glavinand Karen A. Glavin TTEES

Jerry C. Smith/Vicki S. Smith JTROS

A R Properties

ARZT, LLC

Robert Burke

Martin Lorne Reich

Robert H. Lenox

Kevin P. Mccarthy

Keith Gelles

Shawn H. Zimberg MD

Ronald Artinian

William B. Kargman

Robert Frankel

Louis Vigden

David Y. Norton

Daniel P. Petro

Michael Pierce

Neil H. Wasserman

World Total Return Fund LLLP

Richard S. Jackson Roth IRA Pershing LLC as Custodian

Joel L. Hochman Revocable Trust

The Carnahan Trust UAD 08/11/95









IRA
FBO Thomas Huang Pershing LLC as Custodian

Anastasios Raptis and Hariklia Efthimiou JT

Steven K. Luminais and. Elizabeth Kindwall Luminais

Scott Allen Edelbach andMichelle Lynn Edelbach JT TEN

Brian D. Warshaw and Randy Warshaw

Leonard J. Calbo and Marguerite Joan Calbo

G Jan Van Heek

Te-Shao Hsu

Peter Schiffrin

Lizabeth H. Zlatkus

Richard R. Willison

Howard J Worman

Arnold E. Spangler

Robert P. Giesen

Lawrence I. Silverstein 











QuickLinks



Exhibit 4.3


COMMON STOCK WARRANT CERECOR INC.


ANNEX A FORM OF EXERCISE NOTICE

ANNEX B FORM OF ASSIGNMENT


CERECOR INC. AMENDMENT TO COMMON STOCK WARRANTS

RECITALS