pierisformofwarrantpipen






                                                                                   FORM FINAL     NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE   SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE   “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE   OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE   REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN   AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION   REQUIREMENTS     OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE   SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL   REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD   PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.                                   PIERIS PHARMACEUTICALS, INC.                              WARRANT TO PURCHASE COMMON STOCK                                   Original Issue Date: November     , 2019    Pieris Pharmaceuticals, Inc., a Nevada corporation (the “Company”), hereby certifies that, for value   received,                      or its permitted registered assigns (the “Holder”), is entitled to purchase from the Company   up to a total of                      shares of common stock, $0.001 par value per share (the “Common Stock”), of the   Company (the “Warrant Shares”) at an exercise price per share equal to $7.10 per share (as adjusted from time to   time as provided in Section 9 herein, the “Exercise Price”), at any time and from time to time on or after the date   hereof (the “Original Issue Date”) and through and including the Expiration Date (defined below), subject to the   following terms and conditions:    This Warrant (this “Warrant”) is one of a series of similar tranche of warrants issued pursuant to that certain   Securities Purchase Agreement, dated November 2, 2019, by and among the Company and the Purchasers identified   therein (the “Purchase Agreement”). All such Warrants are referred to herein, collectively, as the “Warrants.”           1.     Definitions. In addition to the terms defined elsewhere in this Warrant, capitalized terms that are   not otherwise defined herein have the meanings given to such terms in the Purchase Agreement.           “Expiration Date” means the 5:30 p.m. (ET) on the fifth anniversary of the Original Issue Date, provided   that if the Performance Condition is satisfied, then the Expiration Date shall accelerate and shall be 5:30 p.m. (ET)   on the 60th calendar day following the date of the Initial Data Disclosure.            “Initial Data Disclosure” means the initial public disclosure by means of a press release, 8-K,   presentation, abstract or other similar disclosure of the top-line results of at least one dose level investigated in the   Phase 2a Study that includes the “p” value achieved for the primary endpoint of such study with respect to at least  one dose level investigated in the Phase 2a Study.           “Performance Condition” means the satisfaction of both of the following conditions: (i) the Initial Data   Disclosure reveals top-line data on the primary efficacy endpoint in the Phase 2a Study with a “p” value below 0.05   (i.e., p < 0.05) in at least one dose level; and (ii) the 10-day volume weighted average stock price (as reported by  Bloomberg) commencing on the Trading Day immediately after the Initial Data Disclosure is equal to, or greater  than, three percent (3%) more than the Exercise Price.           “Phase 2a Study” means the Phase 2a study of the investigational compound PRS-060/AZD1402 in   moderate-to-severe asthma.             2.    Registration of Warrants. The Company shall register this Warrant, upon records to be maintained   by the Company for that purpose, which may be a third-party transfer agent (the “Warrant Register”), in the name   of the record Holder (which shall include the initial Holder or, as the case may be, any registered assignee to which                                                                                                       





 






 this Warrant is permissibly assigned hereunder) from time to time. The Company may deem and treat the registered   Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the   Holder, and for all other purposes, absent actual notice to the contrary.             3.     Registration of Transfers. Subject to the restrictions on transfer set forth in Section 4.1 of the   Purchase Agreement and compliance with all applicable securities laws, the Company shall register the transfer of   all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of   Assignment attached as Schedule 2 hereto duly completed and signed, to the Company’s transfer agent or to the   Company at its address specified in the Purchase Agreement and (x) delivery, at the request of the Company, of an   opinion of counsel reasonably satisfactory to the Company to the effect that the transfer of such portion of this   Warrant may be made pursuant to an available exemption from the registration requirements of the Securities Act   and all applicable state securities or blue sky laws (other than in connection with any transfer (i) pursuant to an   effective registration statement, (ii) to the Company, (iii) pursuant to Rule 144), and (y) delivery by the transferee of   a written statement to the Company certifying that the transferee is an “accredited investor” as defined in Rule   501(a) under the Securities Act to the Company at its address specified in the Purchase Agreement. Upon any such   registration or transfer, a new warrant to purchase Common Stock in substantially the form of this Warrant (any   such new warrant, a “New Warrant”) evidencing the portion of this Warrant so transferred shall be issued to the   transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be   issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the   acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has   in respect of this Warrant. The Company shall prepare, issue and deliver at its own expense any New Warrant under   this Section 3.         4.  Exercise and Duration of Warrant.          (a)    All or any part of this Warrant shall be exercisable by the registered Holder in any manner  permitted by Section 10 of this Warrant at any time and from time to time on or after the Original Issue Date and  through and including 5:30 p.m. New York City time, on the Expiration Date. At 5:30 p.m., New York City time, on  the Expiration Date, the portion (or all) of this Warrant not exercised prior thereto shall be and become void and of  no value and this Warrant shall be automatically terminated and no longer outstanding, provided, however, that if  the Performance Condition has not been met and the last reported Closing Sale Price immediately prior to the  Expiration Date was greater than the Exercise Price, then this Warrant shall be automatically deemed exercised on a  cashless basis as of 4:01 p.m. (ET) on the Expiration Date.           (b)     The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the   form attached as Schedule 1 hereto (the “Exercise Notice”), completed and duly signed, and (ii) payment of the   Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may, if, and   only if, following the Initial Data Disclosure, the Performance Condition has not been met, take the form of a   “cashless exercise” if so indicated in the Exercise Notice and if a “cashless exercise” may occur at such time   pursuant to Section 10 below), and the date on which Exercise Notice is delivered to the Company (as determined in   accordance with the notice provisions hereof) is an “Exercise Date.” The delivery by (or on behalf of) the Holder of   the Exercise Notice and the applicable Exercise Price as provided above shall constitute the Holder’s certification to   the Company that its representations contained in Section 3.2 of the Purchase Agreement are true and correct as of   the Exercise Date and the date on which Holder pays the Company the Exercise Price as if remade in their entirety   (or, in the case of any transferee Holder that is not a party to the Purchase Agreement, such transferee Holder’s   certification to the Company that such representations are true and correct as to such assignee Holder as of the   Exercise Date). The Holder shall not be required to deliver the original Warrant in order to effect an exercise   hereunder, but if it is not so delivered then such exercise shall constitute an agreement by the Holder to deliver the   original Warrant to the Company as soon as practicable thereafter. Execution and delivery of the Exercise Notice   shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the   right to purchase the remaining number of Warrant Shares.         5.  Delivery of Warrant Shares.                                                     2                                                 





 






        (a)    Upon exercise of this Warrant and delivery of the Exercise Price, the Company shall promptly (but  in no event later than two Trading Days after the later of the Exercise Date and delivery of the Exercise Price) issue  or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names  as the Holder may designate (provided that, if the Registration Statement is not effective and the Holder directs the  Company to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an Affiliate of the  Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel reasonably satisfactory to the  Company to the effect that the issuance of such Warrant Shares in such other name may be made pursuant to an  available exemption from the registration requirements of the Securities Act and all applicable state securities or  blue sky laws), (i) a certificate for the Warrant Shares issuable upon such exercise, free of restrictive legends, or  (ii) an electronic delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”)   or a similar organization, unless in the case of clause (i) and (ii) a registration statement covering the resale of the   Warrant Shares and naming the Holder as a selling stockholder thereunder is not then effective or the Warrant   Shares are not freely transferable without restriction under Rule 144 by Holders who are not affiliates of the   Company, in which case such Holder shall receive a certificate for the Warrant Shares issuable upon such exercise   with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive   Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise   Date. Notwithstanding anything contained herein to the contrary, if the Holder fails to deliver the documents   required to register a transferee as set forth in Section 3 above or to provide the documents required under this   Section 5(a) to issue a certificate or electronic delivery of the Warrant Shares to any Person(s) other than the Holder,   then determination of the three Trading Days shall be tolled until such documents have been delivered to the   Company. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written   request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder   electronically through DTC or another established clearing corporation performing similar functions, if available;   provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent   cannot deliver Warrant Shares electronically through such a clearing corporation. “Trading Day” means any day on   which the Common Stock are traded on the Principal Market, or, if the Principal Market is not the principal trading   market for the Common Stock, then on the principal securities exchange or securities market on which the Common   Stock is then traded; provided that “Trading Day” shall not include any day on which the Common Stock is   scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock are   suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market   does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at   4:00:00 p.m., New York time).              (b)     If by the close of the second Trading Day after delivery of a properly completed Exercise Notice   and the payment of the aggregate Exercise Price in any manner permitted by Section 10 of this Warrant, the  Company fails to deliver to the Holder a certificate representing the required number of Warrant Shares in the  manner required pursuant to Section 5(a), and if after such second Trading Day and prior to the receipt of such  Warrant Shares, the Holder is required to purchase (in an open market transaction or otherwise) shares of Common  Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving  upon such exercise (a “Buy-In”), then the Company shall, in its sole discretion, within two Trading Days after the   Holder’s request for payment, either (1) pay in cash to the Holder an amount equal to the Holder’s total purchase   price (including brokerage commissions, if any) for the shares of Common Stock so purchased, at which point the   number of Warrant Shares underlying this Warrant equal to the number of shares of Common Stock so purchased   shall be forfeited and the Company’s obligation to deliver such certificate (and to issue such Warrant Shares) shall   terminate or (2) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such   Warrant Shares and pay cash to the Holder in an amount equal to the excess (if any) of Holder’s total purchase price   (including brokerage commissions, if any) for the shares of Common Stock so purchased in the Buy-In over the   product of (A) the number of shares of Common Stock purchased in the Buy-In, multiplied by (B) the closing bid  price of a share of Common Stock on the Exercise Date. The Holder shall provide the Company written notice  indicating the amounts payable to the Holder in respect of the Buy-In, together with applicable confirmations and  other evidence reasonably requested by the Company.           (c)    To the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in  accordance with and subject to the terms hereof (including the limitations set forth in Section 11 below) are absolute  and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent  with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the                                                    3                                                 





 






same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the  Holder or any other Person of any obligation to the Company (other than breaches related to this Warrant or the  Purchase Agreement) or any violation or alleged violation of law by the Holder or any other Person, and irrespective  of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection  with the issuance of Warrant Shares. Nothing herein shall limit the Holder’s right to pursue any other remedies  available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or  injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common  Stock upon exercise of the Warrant as required pursuant to the terms hereof.          6.     Charges, Taxes and Expenses. Issuance and delivery of certificates for shares of Common Stock  upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax, transfer agent  fee or other incidental tax or expense in respect of the issuance of such certificates, all of which taxes and expenses  shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax that may be  payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or the Warrants  in a name other than that of the Holder or an Affiliate thereof. The Holder shall be responsible for all other tax  liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise  hereof.          7.     Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall  issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and  substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the  Company of such loss, theft or destruction (in such case) and, in each case, a customary and reasonable indemnity  and surety bond, if requested by the Company. Applicants for a New Warrant under such circumstances shall also  comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the  Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder  shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue  the New Warrant.          8.     Reservation of Warrant Shares. The Company represents and warrants that on the date hereof, it  has duly authorized and reserved, and covenants that it will at all times during the period this Warrant is outstanding  reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common  Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided,  the number of Warrant Shares that are initially issuable and deliverable upon the exercise of this entire Warrant, free  from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking into account  the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and  deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms  hereof, be duly and validly authorized, issued and fully paid and non-assessable and free from all taxes, liens and  charges created by the Company in respect of the original issuance thereof (other than taxes in respect of any  transfer occurring contemporaneously with such issue). The Company further covenants that its issuance of this  Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to  execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under  this Warrant. The Company represents and warrants that the Warrant Shares, when issued and paid for in accordance  with the terms of the Transaction Documents and the Warrants, will be issued free and clear of all security interests,  claims, liens and other encumbrances other than restrictions imposed by applicable securities laws. The Company  will take all such action as may be reasonably necessary to assure that such shares of Common Stock may be issued  as provided herein without violation of any applicable law or regulation, or of any requirements of any securities  exchange or automated quotation system upon which the Common Stock may be listed.        9.  Certain Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this  Warrant are subject to adjustment from time to time as set forth in this Section 9.          (a)    Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding,  (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock that is  payable in shares of Common Stock, (ii) subdivides its outstanding shares of Common Stock into a larger number of  shares, (iii) combines (by combination, reverse stock split or otherwise) its outstanding shares of Common Stock  into a smaller number of shares or (iv) issues by reclassification of shares of Common Stock any shares of capital                                                   4                                                 





 






 stock of the Company, then in each such case the Exercise Price shall be adjusted to a price determined by   multiplying the Exercise Price in effect immediately prior to the effective date of such event by a fraction, the   numerator of which shall be the number of shares of Common Stock outstanding on such effective date immediately   before giving effect to such event and the denominator of which shall be the number of shares of Common Stock   outstanding immediately after giving effect to such event. Any adjustment made pursuant to clause (i) of this   paragraph shall become effective immediately after the record date for the determination of stockholders entitled to   receive such dividend or distribution, and any adjustment pursuant to clause (ii), (iii) or (iv) of this paragraph shall   become effective immediately after the effective date of such subdivision, combination or reclassification.           (b)     Pro Rata Distributions. If the Company, at any time while this Warrant is outstanding, distributes   to all holders of Common Stock for no consideration (i) evidences of its indebtedness, (ii) any security (other than a   distribution of Common Stock covered by the preceding paragraph) or (iii) rights or warrants to subscribe for or   purchase any security, or (iv) any other asset, including cash (in each case, “Distributed Property”), except, in the   case of subsections (b)(i) through (b)(iv) hereof, for any distributions pursuant to a shareholders’ rights plan or   similar takeover defense agreement or plan adopted by the Company, then, upon any exercise of this Warrant that   occurs after the record date fixed for determination of stockholders entitled to receive such distribution, the Holder   shall be entitled to receive, in addition to the Warrant Shares otherwise issuable upon such exercise (if applicable),   the Distributed Property that such Holder would have been entitled to receive in respect of such number of Warrant   Shares had the Holder been the record holder of such Warrant Shares immediately prior to such record date.           (c)    Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company   effects (A) any merger of the Company with (but not into) another Person, in which stockholders of the Company   immediately prior to such transaction own less than a majority of the outstanding stock of the surviving entity, or   (B) any merger or consolidation of the Company into another Person, (ii) the Company effects any sale of all or  substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer  approved or authorized by the Company’s Board of Directors is completed pursuant to which holders of at least a  majority of the outstanding Common Stock tender or exchange their shares for other securities, cash or property, or  (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to  which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other  than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above or as a  result of a transaction, the primary purpose of which is to change the jurisdiction of incorporation of the Company)  (in any such case, a “Fundamental Transaction”), then the Holder shall have the right thereafter to receive, upon   exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to   receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental   Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without   regard to any limitations on exercise contained herein (the “Alternate Consideration”), and the Holder shall no   longer have the right to receive Warrant Shares upon exercise of this Warrant. The Company shall not effect any   such Fundamental Transaction unless prior to or simultaneously with the consummation thereof, any successor to   the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate   corporation or Person shall assume the obligation to deliver to the Holder, such Alternate Consideration as, in   accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under this   Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions of an analogous type   to any Fundamental Transaction.           (d)     Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to   paragraph (a) of this Section 9, the number of Warrant Shares that may be purchased upon exercise of this Warrant   shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable   hereunder for the increased or decreased number of Warrant Shares shall be the same as the aggregate Exercise   Price in effect immediately prior to such adjustment.           (e)    Calculations. All calculations under this Section 9 shall be made to the nearest cent or the nearest   share, as applicable.           (f)    Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the   Company at its expense will promptly compute such adjustment, in good faith, in accordance with the terms of this   Warrant and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price                                                    5                                                 





 






 and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as  applicable), describing the transactions giving rise to such adjustments and showing in reasonable detail the facts  upon which such adjustment is based. The Company will promptly deliver a copy of each such certificate to the   Holder and to the Company’s transfer agent.           (g)     Notice of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a   dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including,   without limitation, any granting of rights or warrants to subscribe for or purchase any capital stock of the Company,   (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any   Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the   Company, then, except if such notice and the contents thereof shall be deemed to constitute material non-public   information, the Company shall deliver to the Holder a notice of such transaction at least ten (10) Trading Days  prior to the applicable record or effective date on which a Person would need to hold Common Stock in order to  participate in or vote with respect to such transaction; provided, however, that the failure to deliver such notice or  any defect therein shall not affect the validity of the corporate action required to be described in such notice.           10.    Payment of Exercise Price. The Holder shall either pay the Exercise Price in immediately   available funds or by way of a “cashless exercise”, in which event the Company shall issue to the Holder the number   of Warrant Shares determined in accordance with the formula set forth below. Notwithstanding the foregoing, the   Holder shall only be permitted to pay the Exercise Price by way of a cashless exercise in accordance with this   Section 10 if, and only if, following the Initial Data Disclosure, the Performance Condition has not been satisfied.                                               X = Y [(A-B)/A]            where:                     X = the number of Warrant Shares to be issued to the Holder.                     Y = the total number of Warrant Shares with respect to which this Warrant is being exercised.                     A = the average of the Closing Sale Prices of the shares of Common Stock (as reported by                     Bloomberg Financial Markets) for the five consecutive Trading Days ending on the date                     immediately preceding the Exercise Date.                     B = the Exercise Price then in effect for the applicable Warrant Shares at the time of such                     exercise.    For purposes of this Warrant, “Closing Sale Price” means, for any security as of any date, the last trade price for   such security on the Principal Trading Market for such security, as reported by Bloomberg Financial Markets, or, if   such Principal Trading Market begins to operate on an extended hours basis and does not designate a last trade price,   then the last trade price of such security prior to 4:00 p.m., New York City time, as reported by Bloomberg Financial   Markets, or if the foregoing do not apply, the last closing price of such security in the over-the-counter market on  the electronic bulletin board for such security as reported by Bloomberg Financial Markets, or, if no closing bid  price is reported for such security by Bloomberg Financial Markets, the average of the bid prices of any market  makers for such security as reported in the “pink sheets” by Pink Sheets LLC. If the Closing Sale Price cannot be  calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on  such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and  the Holder are unable to agree upon the fair market value of such security, then the Board of Directors of the  Company shall use its good faith judgment to determine the fair market value. The Board of Directors’  determination shall be binding upon all parties absent demonstrable error. All such determinations shall be  appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the  applicable calculation period.    For purposes of Rule 144, it is intended, understood and acknowledged that the provisions above permitting   “cashless exercise” are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to such   provisions will qualify as a conversion, within the meaning of paragraph (d)(3)(ii) of Rule 144, and the holding                                                     6                                                 





 






 period for the Warrant Shares shall be deemed to have commenced as to such original Holder, on the Original Issue   Date.           11.    Limitations on Exercise. Notwithstanding anything to the contrary contained herein, the number of   Warrant Shares that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect   hereof) shall be limited to the extent necessary to ensure that, following such exercise (or other issuance), the total   number of shares of Common Stock then beneficially owned by the Holder (together with such Holder’s Affiliates,   and any other Person whose beneficial ownership of Common Stock would be aggregated with the Holder’s for   purposes of Section 13(d) of the Exchange Act and the applicable regulations of the Commission, including any   “group” of which the Holder is a member) does not exceed [9.99][4.99]% of the total number of then issued and   outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such   exercise) (the “Beneficial Ownership Limit”). For such purposes, beneficial ownership shall be determined in   accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being   acknowledged by the Holder that the Company is not representing to such Holder that such calculation is in   compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required   to be filed in accordance therewith. To the extent that the Beneficial Ownership Limit applies, the determination of   whether this Warrant is exercisable (in relation to other securities owned by such Holder) and of which a portion of   this Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of a Notice of Exercise   shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other   securities owned by such Holder) and of which portion of this Warrant is exercisable, in each case subject to the   Beneficial Ownership Limit, and the Company shall have no obligation to verify or confirm the accuracy of such   determination. In addition, a determination as to any group status as contemplated above shall be determined in   accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For   purposes of this Section 11, in determining the number of outstanding shares of Common Stock, the Holder may  rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10- Q or Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice  by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the  written request of the Holder, the Company shall within three Trading Days confirm orally and in writing to such  Holder the number of shares of Common Stock then outstanding. This provision shall not restrict the number of  shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of  securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as  contemplated in Section 9 of this Warrant. By written notice to the Company, the Holder may increase or decrease  the Beneficial Ownership Limit applicable solely to such Holder to such other percentage limit as may be  determined by the Holder, not to exceed [19.99][9.99]%, provided that any increase in the Beneficial Ownership  Limit shall not be effective until the 61st day after such notice is delivered to the Company.           12.    No Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise   of this Warrant. In lieu of any fractional shares that would otherwise be issuable, the number of Warrant Shares to   be issued shall be rounded down to the next whole number and the Company shall pay the Holder in cash the fair   market value (based on the Closing Sale Price) for any such fractional shares.           13.    Notices. Any and all notices or other communications or deliveries hereunder (including, without   limitation, any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the  date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in  the Purchase Agreement prior to 5:30 p.m., New York City time, on a Trading Day, (ii) the next Trading Day after   the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified   in the Purchase Agreement on a day that is not a Trading Day or later than 5:30 p.m., New York City time, on any   Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier   service specifying next business day delivery, or (iv) upon actual receipt by the Person to whom such notice is   required to be given, if by hand delivery. The address and facsimile number of a Person for such notices or   communications shall be as set forth in the Purchase Agreement unless changed by such Person by two Trading   Days’ prior notice to the other Person(s) in accordance with this Section 13.           14.    Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon 15 days’   notice to the Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or   any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company                                                    7                                                 





 






or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent  transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent  under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its  succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last  address as shown on the Warrant Register.        15.      Miscellaneous.         (a)    No Rights as a Stockholder. The Holder, solely in such Person’s capacity as a holder of this  Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company  for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such  Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to  vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of  stock, consolidation, merger, amalgamation, conveyance or otherwise), receive notice of meetings, receive  dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such  Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this  Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities, whether such  liabilities are asserted by the Company or by creditors of the Company.          (b)     Authorized Shares.              (i)       The Company will take all such reasonable action as may be necessary to assure that such       Warrant Shares may be issued as provided herein without violation of any applicable law or regulation or of       any requirements of the Trading Market upon which the Common Stock may be listed.               (ii)      Except and to the extent as waived or consented to by the Holder, the Company shall not       by any action, including, without limitation, amending its articles of incorporation or through any       reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other       voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, 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 to protect the rights of Holder as set forth in this Warrant against impairment.       Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any       Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in       par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly       and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use       commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public       regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its       obligations under this Warrant.               (iii)     Before taking any action which would result in an adjustment in the number of Warrant       Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such       authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory       body or bodies having jurisdiction thereof.          (c)    Successors and Assigns. Subject to the restrictions on transfer set forth in this Warrant and in  Section 4.1 of the Purchase Agreement, and compliance with applicable securities laws, this Warrant may be  assigned by the Holder. This Warrant may not be assigned by the Company without the written consent of the  Holder except to a successor in the event of a Fundamental Transaction. This Warrant shall be binding on and inure  to the benefit of the Company and the Holder and their respective successors and assigns. Subject to the preceding  sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder  any legal or equitable right, remedy or cause of action under this Warrant.          (d)     Amendment and Waiver. Except as otherwise provided herein, the provisions of the Warrants may  be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to  be performed by it, only if the Company has obtained the written consent of the Holders of Warrants representing no  less than a majority of the Warrant Shares obtainable upon exercise of the Warrants then outstanding.                                                   8                                                 





 






        (e)    Acceptance. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to   all of the terms and conditions contained herein.           (f)    Governing Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION,   VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY   AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW   YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH OF THE   COMPANY AND THE HOLDER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION   OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF   MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION   HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN   (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS),  AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR  PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY  SUCH COURT. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES  PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT,  ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR  OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN  EFFECT FOR NOTICES TO IT UNDER THE PURCHASE AGREEMENT AND AGREES THAT SUCH  SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE  THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT  TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH OF THE COMPANY AND THE  HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.           (g)     Headings. The headings herein are for convenience only, do not constitute a part of this Warrant   and shall not be deemed to limit or affect any of the provisions hereof.           (h)     Severability. In case any one or more of the provisions of this Warrant shall be invalid or   unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant   shall not in any way be affected or impaired thereby, and the Company and the Holder will attempt in good faith to   agree upon a valid and enforceable provision which as closely as possible reflects the intent of the parties hereto,   and upon so agreeing, shall incorporate such substitute provision in this Warrant.                          [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,                                     SIGNATURE PAGE FOLLOWS]                                                     9                                                 





 






           IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer  as of the date first indicated above.                                                                                                                                 PIERIS PHARMACEUTICALS, INC.                                                                                                                                By:                                                                  Name:                                                              Title:                                               [Signature Page to Form of Warrant]                              





 






                                                  SCHEDULE 1                                    PIERIS PHARMACEUTICALS, INC.                                      FORM OF EXERCISE NOTICE                [To be executed by the Holder to purchase shares of Common Stock under the Warrant]   Ladies and Gentlemen:    (1) The undersigned is the Holder of Warrant No.                      (the “Warrant”) issued by Pieris Pharmaceuticals,   Inc., a Nevada corporation (the “Company”). Capitalized terms used herein and not otherwise defined herein have   the respective meanings set forth in the Warrant.    (2) The undersigned hereby exercises its right to purchase                  Warrant Shares pursuant to the Warrant.    (3) The Holder intends that payment of the Exercise Price shall be made as (check one):                  Cash Exercise                  “Cashless Exercise” under Section 10 of the Warrant (only if permitted in accordance with Section                   10 of the Warrant)   (4) If the Holder has elected a Cash Exercise, the Holder shall pay the sum of $             in immediately available   funds to the Company in accordance with the terms of the Warrant.    (5) Pursuant to this Exercise Notice, the Company shall deliver to the Holder Warrant Shares determined in   accordance with the terms of the Warrant. Please issue (check applicable box):                  A certificate of certificates representing the Holder Warrant Shares in the name of the undersigned or                   in such other name as is specified below:                                                                                                                                                                                                            The Holder Warrant Shares in electronic form to the following account:                                                           Name and  Contact  for Broker:                   Broker no:                     Account no:                     Account holder:       (6) By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving   effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of shares of   Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as   amended) permitted to be owned under Section 11 of the Warrant to which this notice relates.    Dated:             ,                              Name of Holder:              By:       Name:     Title:       (Signature must conform in all respects to name of Holder as specified on the face of the Warrant)                                                                                                     





 






                                                SCHEDULE 2                                   PIERIS PHARMACEUTICALS, INC.                                        FORM OF ASSIGNMENT                  [To be completed and executed by the Holder only upon transfer of the Warrant]   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                      (the “Transferee”)  the right represented by the within Warrant to purchase                  shares of Common Stock of Pieris  Pharmaceuticals, Inc., a Nevada corporation (the “Company”) to which the within Warrant relates and  appoints                      attorney to transfer said right on the books of the Company with full power of substitution in  the premises. In connection therewith, the undersigned represents, warrants, covenants and agrees to and with the  Company that:     (a) the offer and sale of the Warrant contemplated hereby is being made in compliance with Section 4(1) of the     United States Securities Act of 1933, as amended (the “Securities Act”), or another valid exemption from the     registration requirements of Section 5 of the Securities Act and in compliance with all applicable securities laws     of the states of the United States;     (b) the undersigned has not offered to sell the Warrant by any form of general solicitation or general advertising,     including, but not limited to, any advertisement, article, notice or other communication published in any     newspaper, magazine or similar media or broadcast over television or radio, and any seminar or meeting whose     attendees have been invited by any general solicitation or general advertising;     (c) the undersigned has read the Transferee’s investment letter included herewith, and to its actual knowledge, the     statements made therein are true and correct; and     (d) the undersigned understands that the Company may condition the transfer of the Warrant contemplated hereby     upon the delivery to the Company by the undersigned or the Transferee, as the case may be, of a written     opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in     comparable transactions) to the effect that such transfer may be made without registration under the Securities     Act and under applicable securities laws of the states of the United States.                                                       Dated:                                                                                                                                                                                                              (Signature must conform in all respects to name of                                                      holder as specified on the face of the Warrant)                                                                                                                                                                                                                     Address of Transferee                                                      In the presence of:                                                                                                                                                                                                 15      103555343.1