Exhibit 4.8


 


Execution Version


 


THE REGISTERED HOLDER OF THIS PURCHASE
WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED
AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE
WARRANT FOR A PERIOD OF THREE HUNDRED AND SIXTY (360) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I)
RODMAN & RENSHAW, A DIVISION OF H.C. WAINWRIGHT & CO., LLC, OR A REPRESENTATIVE OR A SELECTED DEALER IN CONNECTION WITH
THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF RODMAN & RENSHAW, A DIVISION OF H.C. WAINWRIGHT & CO., LLC, OR
OF ANY SUCH REPRESENTATIVEOR SELECTED DEALER.


 


THIS PURCHASE WARRANT IS NOT EXERCISABLE
PRIOR TO [●], 20[__]. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 20[__].


 


REPRESENTATIVE’S WARRANT


 


FOR THE PURCHASE OF [●] SHARES
OF COMMON STOCK


 


OF


 


ACCELERATED PHARMA, INC.


 


1.           Purchase
Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Accelerated Pharma, Inc., a Delaware
corporation (the “Company”), on one hand, and Rodman & Renshaw, a division of H.C. Wainwright & Co.,
LLC (“Rodman” or the “Representative”), on the other hand, dated [●], 2017 (the “Underwriting
Agreement”), [●] (“Holder”), as registered owner of this Purchase Warrant, is entitled, at any
time or from time to time from [●], 20[__] (the “Exercise Date”), the date that is 360 days after the
closing date of the Offering, and at or before 5:00 p.m., Eastern time, on [●], 20221 (the “Expiration
Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] shares of Common
Stock (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration
Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the
next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date,
the Company agrees not to take any action that would terminate this Purchase Warrant.


 


This Purchase Warrant is initially exercisable
at $[●] per Share (125% of the price of the Firm Units sold in the Offering); provided, however, that upon the occurrence
of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the
exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The
term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price,
depending on the context.


 


Capitalized terms not defined herein shall
have the meaning ascribed to them in the Underwriting Agreement. 


 


		2.	Exercise.



 


2.1           Exercise
Form. In order to exercise this Purchase Warrant, the exercise form attached hereto as Exhibit A must be duly
executed and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for
the Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company
or by certified check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time,
on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented
hereby shall cease and expire.


 





 






1
Which shall be five years after the effective date of the Registration Statement.


 




    	 	1	 



     


    

 


2.2           Cashless
Exercise. In lieu of exercising this Purchase Warrant by payment of cash or check payable to the order of the Company pursuant
to Section 2.1 above, Holder may elect to receive the number of Shares equal to the value of this Purchase Warrant
(or the portion thereof being exercised), by surrender of this Purchase Warrant to the Company, together with the exercise form
attached hereto, in which event the Company shall issue to Holder, Shares in accordance with the following formula:


 


	X	=	Y(A-B)	 	 
	 	 	A	 	 
	 	 	 	 
	Where,	X	=	The number of Shares to be issued to Holder;
	 	Y	=	The number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The fair market value of one Share; and
	 	B	=	The Exercise Price.


 


For purposes of this Section
2.2, the “fair market value” of a Share is defined as follows:


 


(i)           if
the Common Stock is traded on a national securities exchange or the OTCQB Market (or similar quotation system), the value shall
be deemed to be the closing price on such exchange or quotation system the trading day immediately prior to the exercise form being
submitted in connection with the exercise of the Purchase Warrant; or


 


(ii)           if
there is no market for the Common Stock, the value shall be the fair market value thereof, as determined in good faith by the Company’s
Board of Directors.


 


2.3           Legend.
Each certificate for the securities purchased under this Purchase Warrant shall bear a legend as follows unless such securities
have been registered under the Securities Act of 1933, as amended (the “Act”):


 


“The securities represented by this
certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or applicable state
law. Neither the securities nor any interest therein may be offered for sale, sold or otherwise transferred except pursuant to
an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state
law which, in the opinion of counsel to the Company, is available.”


  


		3.	Transfer.



 


3.1           General
Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder
will not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant for a period of three hundred and sixty (360)
days following the Effective Date to anyone other than: (i) Rodman or a selected dealer participating in the Offering, or (ii)
a bona fide officer or partner of Rodman or of any such Selling Agent or selected dealer, in each case in accordance with FINRA
Conduct Rule 5110(g)(1), or (b) cause this Purchase Warrant or the securities issuable hereunder to be the subject of any hedging,
short sale, derivative, put or call transaction that would result in the effective economic disposition of this Purchase Warrant
or the securities hereunder, except as provided for in FINRA Rule 5110(g)(2). On and after that date that is three hundred and
sixty (360) days after the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable
securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached
hereto as Exhibit B duly executed and completed, together with this Purchase Warrant and payment of all transfer
taxes, if any, payable in connection therewith. The Company shall within five (5) Business Days transfer this Purchase Warrant
on the books of the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate
assignee(s) expressly evidencing the right to purchase the aggregate number of Shares purchasable hereunder or such portion of
such number as shall be contemplated by any such assignment.


 


3.2           Restrictions
Imposed by the Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) the Company
has received the opinion of counsel for the Company that the securities may be transferred pursuant to an exemption from registration
under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of
the Company, (ii) the Registration Statement relating to the offer and sale of such securities has been declared effective by the
U.S. Securities and Exchange Commission (the “Commission”) and includes a current prospectus or (iii) a registration
statement, pursuant to which the Holder has exercised its registration rights pursuant to Section 4.1 herein,
relating to the offer and sale of such securities has been filed and declared effective by the Commission and compliance with applicable
state securities law has been established.


 




    	 	2	 



     


    

 


		4.	Registration Rights.



 


4.1           “Piggy-Back”
Registration.


 


4.1.1           Grant
of Right. Unless all of the Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”)
are included in an effective registration statement with a current prospectus, the Holder shall have the right, for a period of
five (5) years commencing three hundred and sixty (360) after the Effective Date, to include the remaining Registrable Securities
as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated
by Rule 145 promulgated under the Act or pursuant to Form S-8 or any equivalent form); provided, however, that if, solely
in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof
shall, in its reasonable discretion, impose a limitation on the number of shares of Common Stock which may be included in the registration
statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate
public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of
the Registrable Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit.
Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion
to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall
not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are
not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the
Registrable Securities.


  


4.1.2           Registration
Rights Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant
to Section 4.1.1 hereof, but the Holders shall pay any and all underwriting or similar commissions and the expenses
of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. In the
event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not
less than fifteen (15) days written notice prior to the proposed date of filing of such registration statement. Such notice to
the Holders shall continue to be given for each registration statement filed by the Company until such time as all of the Registrable
Securities have been sold by the Holder. The holders of the Registrable Securities shall exercise the “piggy-back”
rights provided for herein by giving written notice, within seven (7) days of the receipt of the Company’s notice of its
intention to file a registration statement. Except as otherwise provided in this Purchase Warrant, there shall be no limit on the
number of times the Holder may request registration under this Section 4.1.2.


 


		4.2	General Terms.



 


4.2.1           Indemnification.
The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder
and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20 (a) of the Securities
Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability (including
all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any
claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration
statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify
the Representatives contained in Section 7 of the Underwriting Agreement.


 


4.2.2           Exercise
of Purchase Warrants. Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s) to exercise
their Purchase Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.


  




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4.2.3           Documents
to be Delivered by Holder(s). Each of the Holder(s) participating in any of the registration statement filed by the Company
shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily
sought of selling security holders.


 


4.2.5           Damages.
Should the registration or the effectiveness thereof required by Section 4.2 hereof be delayed by the Company
or the Company otherwise fails to comply with such provisions, the Holder(s) shall, in addition to any other legal or other relief
available to the Holder(s), be entitled to obtain specific performance or other equitable (including injunctive) relief against
the threatened breach of such provisions or the continuation of any such breach, without the necessity of proving actual damages
and without the necessity of posting bond or other security.


 


		5.	New Purchase Warrants to be Issued.



 


5.1           Partial
Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised
or assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase
Warrant for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise
Price and/or transfer tax if exercised pursuant to Section 2.1 hereof, the Company shall cause to be delivered
to the Holder without charge a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing
the right of the Holder to purchase the number of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised
or assigned.


 


5.2           Lost
Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this
Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver
a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft,
mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.


 


6.           Certain
Adjustments. The Exercise Price and number of Shares issuable upon exercise of each Purchase Warrant then outstanding are
subject to adjustment from time to time as set forth in this Section 6.


 


6.1.1 Stock Dividends
and Splits. If the Company, (i) pays a dividend in the form of shares of its Common Stock on its Common Stock, (ii) subdivides
outstanding shares of Common Stock into a greater number of shares, or (iii) combines outstanding shares of Common Stock into a
lesser number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall
be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number
of shares of Common Stock outstanding immediately after 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,
and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date
of such subdivision or combination.


 


6.1.2 Number of Shares.
Simultaneously with any adjustment to the Exercise Price pursuant to subsection 6(a) above, the number of Shares that may be purchased
upon exercise of each Purchase Warrant shall be increased or decreased proportionately, as the case may be, so that after such
adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Shares shall be the same as the aggregate
Exercise Price in effect immediately prior to such adjustment.


 


6.1.3 Subsequent Rights
Offerings. In addition to any adjustments pursuant to Section 6(a) herein, if at any time the Company grants, issues or sells any
securities of the Company that would entitle the Holder to acquire at any time Common Stock, including, without limitation, any
debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable
for, or otherwise entitles the Holder to receive, Common Stock, or rights to purchase stock, warrants, securities or other property
pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will
be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could
have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Purchase Warrant
immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such
record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or
sale of such Purchase Rights.


 




    	 	4	 



     


    

 


6.1.4 Pro Rata Distributions.
The Holder, as the holder of this Warrant, shall be entitled to receive such dividends paid and distributions of any kinds made
to the holders of Common Stock of the Company to the same extent as if the Holder had exercised this Purchase Warrant into Common
Stock (without regard to any limitations on exercise herein or elsewhere and without regard to whether or not a sufficient number
of shares are authorized or reserved to effect any such exercise and issuance) and had held such shares of Common Stock on the
record date for such dividends and distributions. Payments under the preceding sentence shall be made concurrently with the dividend
or distribution to holders of the Common Stock.


 


6.1.5Extraordinary
Transactions. If, (i) the Company, directly or indirectly, in one or more related transactions, effects any merger or consolidation
of the Company with or into another Person (other than a merger solely for the purpose of changing the Company’s domicile
to another state of the United States or solely with respect to a name change of the Company), (ii) the Company effects any sale,
assignment, conveyance or disposition of all or substantially all of its assets in one or a series of related transactions, (iii)
any purchase offer, tender offer or exchange offer by the Company is completed pursuant to which holders of Common Stock are permitted
to tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of
the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions, 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 a reclassification in which the Company’s stockholders remain the same)
or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement
or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme or arrangement)
with another Person or group of Persons, whereby such other Person or group acquires more than 50% of the outstanding shares of
Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated
or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination)
(in any such case, an “Extraordinary Transaction”), then this Purchase Warrant will become the right thereafter to
receive, upon exercise of this Purchase Warrant, the same amount and kind of securities, cash or property as Holder would have
been entitled to receive upon the occurrence of such Extraordinary Transaction if it had been, immediately prior to such Extraordinary
Transaction, the holder of the number of Shares then issuable upon exercise in full of the Purchase Warrant (the “Alternate
Consideration”) in lieu of Common Stock. The aggregate Exercise Price for the Purchase Warrant will not be affected by any
such Extraordinary Transaction, but the Company shall apportion such aggregate Exercise Price among the Alternate Consideration
in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of
Common Stock are given any choice as to the securities, cash or property to be received in an Extraordinary Transaction, then Holder,
to the extent practicable, shall be given the same choice as to the Alternate Consideration it receives upon any exercise of his
or her Purchase Warrant following such Extraordinary Transaction. In addition, at the request of each Holder, upon surrender of such Holder’s
Warrant, any successor entity in an Extraordinary Transaction in which the Company is not the surviving entity (the “Successor
Entity”) in such Extraordinary Transaction shall issue to such Holder a new Purchase Warrant consistent with the foregoing
provisions and evidencing the Holder’s right to purchase the Alternate Consideration for the aggregate Exercise Price upon
exercise thereof. Each Purchase Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction
analogous to an Extraordinary Transaction.


 


Notwithstanding anything
to the contrary, the Company or any Successor Entity shall, at the Holder’s option, exercisable at any time concurrently
with, or within 30 days after, the consummation of the Extraordinary Transaction, purchase this Purchase Warrant from the Holder
by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of this Purchase
Warrant on the date of the consummation of such Extraordinary Transaction. For purposes of this Section 6(e), “Black Scholes
Value” means the value of this Purchase Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg determined as of the day of consummation of the applicable Extraordinary Transaction for pricing purposes
and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the
date of the public announcement of the applicable Extraordinary Transaction and the Expiration Date, (B) an expected volatility
equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately
following the public announcement of the applicable Extraordinary Transaction, (C) the underlying price per share used in such
calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration,
if any, being offered in such Extraordinary Transaction (as determined in good faith by the Board of Directors of the Company (the
“Board”)) and (D) a remaining option time equal to the time between the date of the public announcement of the applicable
Extraordinary Transaction and the Expiration Date. For purpose of this Section, “Person” means a corporation, association,
partnership, limited liability corporation, organization, business, individual, trust, government or political subdivision thereof
or governmental agency.


 




    	 	5	 



     


    

 


6.1.6  Changes
in Form of Purchase Warrant. Except as set forth in Section 6.1.5, this form of Purchase Warrant need not be changed
because of any change pursuant to this Section 6.1, and Purchase Warrants issued after such change may state the same
Exercise Price and the same number of Shares as are stated in the Purchase Warrants initially issued pursuant to this Agreement.
The acceptance by any Holder of the issuance of new Purchase Warrants reflecting a required or permissive change shall not be deemed
to waive any rights to an adjustment occurring after the date hereof or the computation thereof.


 


6.2           Substitute
Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company
with or into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in
any reclassification or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction
or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase
Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant)
to receive, upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable
upon such consolidation or share reconstruction or amalgamation, by a holder of the number of Shares of the Company for which such
Purchase Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation, sale
or transfer. Such supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided
for in this Section 6. The above provision of this Section 6 shall similarly apply to successive consolidations
or share reconstructions or amalgamations. 


 


6.3           Elimination
of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the
exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being
the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may
be, to the nearest whole number of Shares or other securities, properties or rights.


 


7.           Reservation
and Listing. The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose
of issuance upon exercise of this Purchase Warrant, such number of Shares or other securities, properties or rights as shall be
issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of this Purchase Warrant and payment of
the Exercise Price therefor, in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall
be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. The Company
further covenants and agrees that upon exercise of this Purchase Warrant and payment of the exercise price therefor, all Shares
and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject
to preemptive rights of any shareholder. As long as this Purchase Warrant shall be outstanding, the Company shall use its commercially
reasonable efforts to cause all Shares issuable upon exercise of this Purchase Warrant to be listed (subject to official notice
of issuance) on all national securities exchanges (or, if applicable, on the OTCQB Market or any successor quotation system) on
which the Shares issued to the public in the Offering may then be listed and/or quoted (if at all).


 


		8.	Certain Notice Requirements.



 


8.1           Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to
receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder
of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events
described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice
of such event at least fifteen days prior to the date fixed as a record date or the date of closing the transfer books (the “Notice
Date”) for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities
or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify
such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company
shall deliver to each Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same
manner that such notice is given to the shareholders.


 




    	 	6	 



     


    

 


8.2           Events
Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or
more of the following events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling
them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise
than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company,
(ii) the Company shall offer to all the holders of its Shares any additional shares of capital stock of the Company or securities
convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor,
or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction
or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed. 


 


8.3           Notice
of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section
6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall
describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the
Company’s Chief Financial Officer.


 


8.4           Transmittal
of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall
be deemed to have been duly made if made in accordance with the notice provisions of the Underwriting Agreement to the addresses
and contact information for the Holder appearing on the books and records of the Company.


 


		9.	Miscellaneous.



 


9.1           Amendments.
The Company and the Representatives may from time to time supplement or amend this Purchase Warrant without the approval of any
of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or
inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder
that the Company and the Representatives may deem necessary or desirable and that the Company and the Representatives deem shall
not adversely affect the interest of the Holders. All other modifications or amendments shall require the written consent of and
be signed by the party against whom enforcement of the modification or amendment is sought.


 


9.2           Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Purchase Warrant.


 


9.3.           Entire
Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection
with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and
supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.4           Binding
Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and
their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed
to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions
herein contained.


 


9.5           Governing
Law; Submission to Jurisdiction. This Purchase Warrant shall be governed by and construed and enforced in accordance with the
laws of the State of Delaware, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any
action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and enforced
in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to
such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the
Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid,
addressed to it at the address set forth in Section 8  hereof. Such mailing shall be deemed personal service
and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing
party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees
and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.


 




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9.6           Waiver,
etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not
be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or
any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase
Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be
effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver
is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any
other or subsequent breach, non-compliance or non-fulfillment.


 


9.7           Exchange
Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at any
time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and the Representatives enter into an agreement
(“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged
for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.


 


IN WITNESS WHEREOF, the Company has
caused this Purchase Warrant to be signed by its duly authorized officer as of the ____ day of _______, 2017.


 


	 	ACCELERATED PHARMA, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	8	 



     


    

 


EXHIBIT A


 


Form to be used to exercise Purchase Warrant:


 


Date: __________, 20___


 


The undersigned hereby elects irrevocably
to exercise the Purchase Warrant for ______ Shares of Accelerated Pharma, Inc., a Delaware corporation (the “Company”)
and hereby makes payment of $____ (at the rate of $____ per Share) in payment of the Exercise Price pursuant thereto. Please issue
the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a
new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been exercised.


 


or


 


The undersigned hereby elects irrevocably
to convert its right to purchase ___ Shares under the Purchase Warrant for ______ Shares, as determined in accordance with the
following formula:


 


	 	 X	 =	Y(A-B)	 
	 	A	 
	Where,	X	=	The number of Shares to be issued to Holder;
	 	Y	=	The number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The fair market value of one Share which is equal to $_____; and
	 	B	=	The Exercise Price which is equal to $______ per share


 


The undersigned agrees and acknowledges
that the calculation set forth above is subject to confirmation by the Company and any disagreement with respect to the calculation
shall be resolved by the Company in its sole discretion.


 


Please issue the Shares as to which this
Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing
the number of Shares for which this Purchase Warrant has not been converted.


 


Signature


 


Signature Guaranteed


 


 


INSTRUCTIONS FOR REGISTRATION
OF SECURITIES


 


Name:


(Print in Block Letters)


Address:


 


NOTICE: The signature to this form must
correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement or any change whatsoever,
and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered
national securities exchange.


 




    	 	9	 



     


    

 


EXHIBIT B


 


Form to be used to assign Purchase Warrant: ASSIGNMENT


 


(To be executed by the registered Holder to effect a transfer
of the within Purchase Warrant):


 


FOR VALUE RECEIVED,                                                      does
hereby sell, assign and transfer unto the right to purchase shares of Accelerated Pharma, Inc., a Delaware corporation (the “Company”),
evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such right on the books of the Company.


 


Dated:           ,
20__


 


Signature


 


Signature Guaranteed


 


NOTICE: The signature to this form must
correspond with the name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on
a registered national securities exchange.


 




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