Exhibit 4.6


 


WARRANT AGENCY AGREEMENT 


 


THIS WARRANT AGENCY
AGREEMENT (this “Agreement”) is dated [ ], 2017, between Accelerated Pharma, Inc., a Delaware corporation (the
“Company”), and VStock Transfer, LLC, acting as warrant agent (the “Warrant Agent”). 


 


WHEREAS, the Company
proposes to issue warrants (the “Warrants”) to acquire up to [ ] shares, subject to adjustment as provided herein,
of common stock, $0.00001 par value per share (“Common Stock”), of the Company (collectively, the “Warrant
Shares”); 


 


WHEREAS, each whole
Warrant shall represent the right to purchase from the Company, at an initial price of $[ ] per share (the “Exercise Price”),
one share of Common Stock, subject to adjustment as provided hereunder; and 


 


WHEREAS, VStock Transfer,
LLC is willing to serve as the Warrant Agent in connection with the issuance of Warrant Certificates (as defined below) and the
other matters as provided herein.


 


NOW, THEREFORE, in
consideration of the foregoing and for the purpose of defining the terms and provisions of the Warrants and the respective rights
and obligations thereunder of the Company, the Warrant Agent and the record holders from time to time of the Warrants or, if the
Warrants are held in “street name”, a Participant (as defined below) or a designee appointed by such Participant (each,
a “Holder” and collectively, the “Holders”), the parties hereby agree as follows: 


 


1. Definitions.
For the purposes hereof, the following terms shall have the following meanings:


 


“Aggregate
Exercise Price” means, with respect to each exercise of Warrants held by the Holder, the Exercise Price multiplied by
the aggregate number of Warrant Shares (which must be a whole number) that such Holder intends to purchase pursuant to such exercise.


 


“Business
Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or
a day on which banking institutions in The City of New York are authorized or required by law or other government action to close. 


 


“Common Stock
Equivalents” means the 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.


 


“Date of
Exercise” means the date on which the Holder shall have delivered to the Warrant Agent an appropriately completed and
duly signed Form of Election to Purchase (with the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant
Certificate sufficient to identify it). 


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange
Commission (the “Commission”) promulgated thereunder. 


 


“Expiration
Date” means [ ], 2022.


 


“Form of
Election to Purchase” means a Form of Election to Purchase substantially in the form attached hereto as Exhibit B.


 


“Initial
Exercise Date” means [ ], 2017.


 




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“Initial
Issuance Date” means [ ], 2017.


 


“Market Price”
of a share of Common Stock on any date shall mean the arithmetic mean of the VWAP on each of the five consecutive Trading Days
immediately preceding such date. The Market Price shall be appropriately adjusted for any stock dividend, stock split, stock combination
or other similar transaction during such period. 


 


“Person”
means a corporation, association, partnership, limited liability corporation, organization, business, individual, trust, government
or political subdivision thereof or governmental agency.


 


“Prospectus”
means the final prospectus relating to the Warrant Shares included in the Registration Statement.


 


“Registration
Statement” means, collectively, the various parts of the registration statement prepared by the Company on Form S-1 (File
No. 333-214048) with respect to the Warrant Shares, each as amended as of the date hereof, including the Prospectus therein and
all exhibits filed with such registration statement.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Trading
Day” means (i) a day on which the shares of Common Stock are traded on The Nasdaq Global Select Market, The Nasdaq Global
Market, The Nasdaq Capital Market, New York Stock Exchange, NYSE MKT or other national securities exchange on which the shares
of Common Stock are then listed or quoted, or (ii) if the shares of Common Stock are not listed on any such exchange or market,
a day on which the shares of Common Stock are traded in the over-the-counter market, as reported by the OTC Bulletin Board, or
(iii) if the shares of Common Stock are not listed on any such exchange or market or quoted on the OTC Bulletin Board, a day on
which the shares of Common Stock are quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated
(or any similar organization or agency succeeding its functions of reporting prices); provided, that in the event that the shares
of Common Stock are not listed or quoted as set forth in clause (i), (ii) or (iii) hereof, then Trading Day shall mean a Business
Day. 


 


“VWAP”
on any Trading Day means the per share volume-weighted average price of the Common Stock as reported by Bloomberg, L.P. (“Bloomberg”)
(or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the
scheduled close of trading of the primary trading session on such Trading Day. VWAP shall be determined without regard to after-hours
trading or any other trading outside of the regular trading session trading hours. If VWAP cannot be calculated on such date on
any of the foregoing bases, the VWAP on such date shall be the fair market value of the Common Stock as mutually determined by
the Company and the Holder. 


 


“Warrant
Certificate” means a certificate in substantially the form attached hereto as Exhibit A representing such number
of Warrants set forth on the Warrant Certificate. 


 




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2. Form of Warrant.


 


(a) Warrants in
Global Form. The Warrants shall initially be issuable in book-entry registration only and evidenced by one or more global Warrant
Certificates (the “Global Warrant Certificates”) deposited with the Depository Trust Company (the “Depository”)
and registered in the name of Cede & Co. (“Cede”), a nominee of the Depository. Ownership of beneficial
interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by
(i) the Depository or its nominee for each Global Warrant Certificate or (ii) institutions that have accounts with the Depository
(such institutions, with respect to a Warrant in its account, each a “Participant”). For purposes of this Agreement,
the delivery of a notice from the Depository or a Participant of the transfer or exercise of Warrants in the form of a Global Warrant
Certificate shall be deemed to constitute the delivery of a Warrant Certificate with respect to such transfer or exercise. If the
Depository subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the
Warrant Agent regarding other arrangements for book-entry settlement. If an event of default has occurred and is continuing with
respect to the Warrants, or if the Company determines, in its sole discretion, not to have securities represented by the Global
Warrant Certificates, the Company will instruct the Warrant Agent to prepare and deliver physical certificates evidencing the Warrants
in exchange for the beneficial interests in the Global Warrant Certificates, based on directions received by the Depository from
its Participants with respect to ownership of beneficial interests in the Global Warrant Certificates. In such event, any physical
certificates evidencing the Warrants shall represent one or more Warrants as set forth on the Warrant Certificate and be issued
in registered form only as definitive Warrant Certificates and shall be substantially in the form attached hereto as Exhibit
A, shall be dated the date of issuance thereof (whether upon initial issuance, register of transfer, exchange or replacement)
and shall bear such legends and endorsements typed, stamped, printed, lithographed or engraved thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this Agreement.


 


(b) Effect of Signature.
Warrant Certificates shall be signed by, or bear the facsimile or electronic signature of, the Chair of the Board, Chief Executive
Officer, President, Chief Financial Officer, Treasurer, any Vice President, or Secretary of the Company. In the event the person
whose facsimile or electronic signature has been placed upon any Warrant Certificate shall have ceased to serve in the capacity
in which such person signed the Warrant Certificate before such Warrant Certificate is issued, it may be issued with the same effect
as if he or she had not ceased to be such at the date of issuance.


 


(c) Effect of Countersignature.
Unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant Certificate shall be invalid and of no
effect and may not be exercised by the holder thereof. Such signature by the Warrant Agent upon any Warrant Certificate executed
by the Company shall be conclusive evidence that such Warrant Certificate has been duly issued under the terms of this Agreement.


 


(d) Warrant Register.
The Warrant Agent shall maintain books (the “Warrant Register”), for the registration of original issuance and
the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register
the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions
delivered to the Warrant Agent by or on behalf of the Company. The Company and the Warrant Agent may deem and treat the registered
Holder of each Warrant Certificate as the absolute owner of the Warrants represented thereby for the purpose of any exercise thereof
or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. Any Person in whose name ownership
of a beneficial interest in the Warrants evidenced by a Global Warrant Certificate is recorded in the records maintained by the
Depository or its nominee shall be deemed the “beneficial owner” thereof; provided, that all such beneficial interests
shall be held through a Participant, which shall be the registered holder of such Warrants.


 




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(e) Registration
of Transfers. The Warrant Agent shall register the transfer of any portion of a Warrant Certificate in the Warrant Register,
upon surrender of the Warrant Certificate, with the Form of Assignment attached thereto, to the Warrant Agent at its address specified
for notice set forth in Section 14 below. Upon any such registration or transfer, a new Warrant Certificate substantially in the
form attached hereto as Exhibit A (any such new Warrant Certificate, a “New Warrant Certificate”), evidencing
the portion of the Warrant Certificate so transferred shall be issued to the transferee and a New Warrant Certificate evidencing
the remaining portion of the Warrant Certificate not so transferred, if any, shall be issued to the transferring Holder. Upon issuance
and delivery of the New Warrant Certificate, the Warrant Certificate surrendered to the Warrant Agent shall be clearly marked “cancelled”
or bear a similar statement to that effect. The delivery of the New Warrant Certificate by the Warrant Agent to the transferee
thereof shall be deemed to constitute acceptance by such transferee of all of the rights and obligations of a holder of a Warrant
Certificate. Notwithstanding the foregoing, so long as the Warrants are evidenced by Global Warrant Certificates deposited with
the Depository, ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be
effected through, records maintained (i) by the Depository or its nominee for each Warrant; (ii) by Participants; or (iii) directly
on the book-entry records of the Warrant Agent with respect only to owners of beneficial interests that represent such direct registration.


 


(f) Notwithstanding
the foregoing and anything else herein to the contrary, the Warrants may be issued in uncertificated form if so specified by the
Company.


 


3. Term of Warrants.
Warrants shall be exercisable by the registered Holder at any time and from time to time on or after the Initial Exercise Date
until 5:00 p.m. (New York time) on the Expiration Date. At 5:00 p.m. (New York time) on the Expiration Date, any Warrant not exercised
prior thereto (including without limitation, by payment of the applicable Aggregate Exercise Price on or prior to 5:00 p.m. (New
York time) on the Expiration Date) shall be and become void and of no value.


 


4. Exercise of
Warrants and Delivery of Warrant Shares.


 


(a) Cashless Exercise.
A Holder may exercise the Warrants through a cashless exercise (a “Cashless Exercise”) pursuant to Sections
4(b) and 10 below if, and only if, an effective registration statement is not then available for the issuance of the Warrant Shares.
If an effective registration statement is available for the issuance of the Warrant Shares, a Holder may only exercise the Warrants
through a cash exercise (a “Cash Exercise”) in accordance with Section 4(c) below. The delivery of a Form of
Election to Purchase shall be irrevocable by the Holder except in connection with the exercise by the Holder of its option as a
result of the Buy-In to reinstate a portion of the Warrant and equivalent number of Warrant Shares for which an exercise was not
honored (in which case such exercise shall be deemed rescinded) in accordance with Section 4(h) below.


 


(b) In accordance
with Section 4(a) above, the Holder may effect a Cashless Exercise by delivering Warrant Certificates to the Company, if applicable,
and noting on the Form of Election to Purchase that the Holder wishes to effect a Cashless Exercise, upon which the Company shall
issue, or cause to be issued, to the Holder the number of Warrant Shares determined as follows:


 


	X =	 	Y x (A-B)/A
	 	 	 
	where:	 	 
	 	 	 
	X =	 	the number of Warrant Shares to be issued to the Holder;
	 	 	 
	Y =	 	the number of Warrant Shares with respect to which the Warrant Certificates are being exercised;
	 	 	 
	A =	 	the Market Price as of the Date of Exercise; and
	 	 	 
	B =	 	the Exercise Price.


 




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If the foregoing calculation
results in zero or a negative number, then no Warrant Shares shall be issued upon such a Cashless Exercise pursuant to this subsection
4(b). If Warrant Shares are issued in such a Cashless Exercise, the Company acknowledges
and agrees that, in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics
of the Warrants being exercised and the Company agrees not to take any position contrary to this subsection 4(b).


 


(c) Exercise Procedure.
At such times, and upon such representations and agreements, upon delivery of an appropriately completed and duly signed Form of
Election to Purchase (with the Warrant Shares Exercise Log attached and reference to the applicable Warrant Certificate sufficient
to identify it) to the Warrant Agent (or, in the case of a Global Warrant Certificate, properly delivered by the Participant in
accordance with the Depository’s procedures), at its address for notice set forth in Section 14, and, in the case of a Cash
Exercise, payment of the Aggregate Exercise Price by the date that is one (1) Trading Day after the Date of Exercise, the Company
shall, on or prior to the date that is the later of (A) the date that is three (3) Trading Days after the Date of Exercise and
(B) the date that is two (2) Trading Days after the date on which the Aggregate Exercise Price has been paid in accordance with
Section 10 below (such later date, the “Warrant Share Delivery Date”), (i) provided that the Company’s
transfer agent (the “Transfer Agent”) is participating in the Depository’s Fast Automated Securities Transfer
Program and either an effective registration statement is available for the issuance of the Warrant Shares or the Warrants are
exercised through a Cashless Exercise, credit such aggregate number of Warrant Shares to which the Holder or Participant, as the
case may be, is entitled pursuant to such exercise to the Holder’s, Participant’s, or its designee’s balance
account with the Depository through its Deposit Or Withdrawal At Custodian system, or (ii) if the Transfer Agent is not participating
in the Depository’s Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as
specified in the Form of Election to Purchase, a certificate, registered in the Company’s share register in the name of the
Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Any
Person so designated by the Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares
as of the time that the Holder shall have delivered to the Warrant Agent an appropriately completed and duly signed Form of Election
to Purchase (with the Warrant Shares Exercise Log attached to it and reference to the relevant Warrant Certificate sufficient to
identify it), provided that the Holder delivers the Aggregate Exercise Price by the date that is one (1) Trading Day after the
Date of Exercise.


 


(d) If the Holder
delivers a Form of Election to Purchase but fails, within one Trading Day after the Date of Exercise, to deliver the Aggregate
Exercise Price, then the Holder shall only be deemed to be the holder of record of the Warrant Shares upon delivery of the Aggregate
Exercise Price, so long as such Aggregate Exercise Price is delivered within three (3) Trading Days of the Date of Exercise. If
the Holder has taken all actions necessary under the terms of this Agreement for such Holder to receive Warrant Shares subject
to a Form of Election to Purchase on a Warrant Share Delivery Date and the Company fails for any reason to deliver or cause to
be delivered to the Holder such Warrant Shares by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash,
as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP on the
date of the applicable Form of Election to Purchase), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading
Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant
Shares are delivered.


 


(e) For so long as
there is a then effective registration statement covering the issuance of the Warrant Shares, the Warrant is exercised by a Cashless
Exercise, or if the Warrant Shares are freely tradable by the Holder without restriction under Rule 144 promulgated under the Securities
Act, upon issuance, the Warrant Shares shall be issued free of all restrictive legends.


 




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(f) No ink-original
Form of Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization)
of any Form of Election to Purchase be required. Notwithstanding anything herein to the contrary, the Holder shall not be required
to physically surrender any Warrant Certificate to the Company or Warrant Agent until all of the Warrant Shares issuable thereunder
have been purchased and all of the Warrants evidenced by such Warrant Certificate have been exercised in full, in which case, the
Holder shall surrender such Warrant Certificate to the Company or Warrant Agent for cancellation within five (5) Trading Days of
the date the final Form of Election to Purchase is delivered to the Warrant Agent. Partial exercises of such Warrant Certificate
resulting in purchases of a portion of the total number of Warrant Shares available thereunder shall have the effect of lowering
the outstanding number of Warrant Shares purchasable thereunder in an amount equal to the applicable number of Warrant Shares purchased.
The Holder and any assignee, by acceptance of a Warrant Certificate, acknowledge and agree that, by reason of the provisions
of this paragraph, following a partial exercise of such Warrant Certificate, the number of Warrant Shares issuable upon exercise
of such Warrant Certificate at any given time may be less than the amount stated on the face thereof. 


 


(g) If fewer than
all Warrant Shares issuable upon exercise of the relevant Warrant Certificate are purchased upon any exercise thereof, then promptly
following the date on which the Holder has taken all actions necessary under the terms of this Agreement for such Holder to receive
Warrant Shares and be deemed to have become the holder of record of such Warrant Shares and at the request of the Holder (provided
that the Holder has delivered the original physical Warrant Certificate to the Warrant Agent for cancellation), the Company will
execute and deliver to the Holder or its assigns a New Warrant Certificate (dated the date such Holder is deemed to have become
the holder of record of such Warrant Shares) evidencing the unexercised portion of the relevant Warrant Certificate. If fewer than
all the Warrants evidenced by a Global Warrant Certificate are exercised, a notation shall be made to the records maintained by
the Depository, its nominee for each Global Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the
Warrants remaining after such exercise.


 


(h) In addition to
any other rights available to the Holder, if the Holder has taken all actions necessary under the terms of this Agreement for such
Holder to receive Warrant Shares subject to a Form of Election to Purchase on a Warrant Share Delivery Date and the Company fails,
or fails to cause the Warrant Agent, to transmit to the Holder the Warrant Shares in accordance with the provisions of Section
4(c) above on or before the applicable Warrant Share Delivery Date, and if after such date the Holder is required by its broker
to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, 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 (A) pay in cash to the Holder the amount, if any, by which (x)
the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds
(y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder
in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was
executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares
for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number
of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations
hereunder. For example, if the Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In
with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation
of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The
Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of a Buy-In and evidence
of the amount of such loss.


 




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5. Ownership Limitations
on Exercise 


 


(a) A Holder shall
not have the right to exercise any portion of the Warrants, pursuant to Section 4 or otherwise, to the extent that after giving
effect to the issuance of Warrant Shares or any other security otherwise deliverable pursuant to such exercise, as set forth on
the applicable Form of Election to Purchase, such Holder (together with such Holder’s affiliates (as defined in Rule 13e-3
of the rules promulgated under the Exchange Act, an “Affiliate”), and any other Persons acting as a group together
with such Holder or any of such Holder’s Affiliates), would have Beneficial Ownership (as defined below) of more than 9.99%
of the number of outstanding shares of Common Stock or any other class of equity security of the Company (other than an exempted
security) that is registered pursuant to Section 12 of the Exchange Act (a “Class”) (the “9.99% Ownership
Limitation”).


 


(b) Notwithstanding
the provisions of subsection 5(a) above, at the election of the Holder and notice to the Company, a Holder shall not have the right
to exercise any portion of the Warrants, pursuant to Section 4 or otherwise, to the extent that after giving effect to the issuance
of Warrant Shares or any other security otherwise deliverable pursuant to such exercise, as set forth on the applicable Form of
Election to Purchase, such Holder (together with such Holder’s Affiliates and any other Persons acting as a group together
with such Holder or any of such Holder’s Affiliates), would have Beneficial Ownership of more than 4.99% of the number of
outstanding shares of Common Stock or any other Class (the “4.99% Ownership Limitation”).


 


(c) For purposes of
subsections 5(a) and 5(b) above, the number of shares of Common Stock or any other Class that a Holder and its Affiliates (and
any other Persons acting as a group together with a Holder or any of such Holder’s Affiliates) has “Beneficial Ownership”
shall include the number of shares of Common Stock or any other Class issuable upon exercise of the Warrants with respect to which
such determination is being made, but shall exclude the number of shares of Common Stock or any other Class which would be issuable
upon (i) exercise of the remaining, nonexercised portion of the Warrants beneficially owned by such Holder or any of its Affiliates
(and any other Persons acting as a group together with such Holder or any of such Holder’s Affiliates) and (ii) exercise
or conversion of the unexercised or nonconverted portion of any other securities of the Company exercisable for or convertible
into Common Stock or any other Class that are subject to a limitation on conversion or exercise analogous to the limitation contained
herein beneficially owned by such Holder or any of its Affiliates (and any other Persons acting as a group together with such Holder
or any of such Holder’s Affiliates). Except as set forth in the preceding sentence, for purposes of subsections 5(a) and
5(b) above, Beneficial Ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder, it being acknowledged by each Holder that the Company is not representing to any Holder that such calculation
is in compliance with Section 13(d) of the Exchange Act and each Holder is solely responsible for any schedules required to be
filed in accordance therewith. To the extent that a limitation contained in subsections 5(a) and 5(b) above applies, the determination
of whether the Warrants owned by a Holder are exercisable (in relation to other securities owned by such Holder together with its
Affiliates (and any other Persons acting as a group together with such Holder or any of such Holder’s Affiliates)) and of
which portion of the Warrants owned by such Holder is exercisable shall be in the sole discretion of such Holder, and the submission
of a Form of Election to Purchase to the Warrant Agent or the Company, as applicable, shall be deemed to be such Holder’s
determination of whether the Warrants owned by such Holder are exercisable (in relation to other securities owned by such Holder
together with any of its Affiliates (and any other Persons acting as a group together with such Holder or any of such Holder’s
Affiliates)) and of which portion of such Warrants are exercisable, in each case subject to the 9.99% Ownership Limitation or 4.99%
Ownership Limitation, as applicable, and neither the Company nor the Warrant Agent shall have any 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 subsections
5(a) and 5(b) above, in determining the number of outstanding shares of Common Stock or any other Class, a Holder may rely on the
number of outstanding shares of Common Stock or any other Class as reflected in (A) the Company’s most recent periodic or
annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more
recent written notice by the Company setting forth the number of shares of Common Stock or such other Class outstanding. Upon the
written or oral request of a Holder, the Company shall, within three Trading Days, confirm orally and/or in writing to the Holder
the number of shares of Common Stock or any other Class then outstanding. In any case, the number of outstanding shares of Common
Stock or any other Class shall be determined after giving effect to the conversion or exercise of securities of the Company, including
the Warrants, by the Holder or its Affiliates (and any other Persons acting as a group together with such Holder or any of such
Holder’s Affiliates) since the date as of which such number of outstanding shares of Common Stock or any other Class was
reported.


 




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(d) A Holder, upon
written notice to the Company, may increase or decrease the 4.99% Ownership Limitation to any other percentage not in excess of
the 9.99% Ownership Limitation, provided that any increase of the 4.99% Ownership Limitation will not be effective until the 61st
day after such notice is delivered to the Company. Any such increase or decrease will apply only to the Holder providing such notice
and not to any other holder of the Warrants.


 


(e) The provisions
of subsections 5(a) and 5(b) above shall be construed and implemented in a manner otherwise than in strict conformity with their
terms in order to correct any portion thereof which may be defective or inconsistent with the intended beneficial ownership limitations
therein contained or to make changes or supplements necessary or desirable to properly give effect to such limitations. The limitations
contained in subsections 5(a) through 5(d) above shall apply to a successor holder of the Warrants. The Warrant Agent shall not
be responsible for monitoring the exercise or ownership limitations contained in this Section 5.


 


(f) Notwithstanding
anything contained herein to the contrary, the provisions of this Section 5 do not and will not prohibit any transfer of the Warrants
to or from, or the holding of the Warrants by, a record holder, such as Cede, as nominee for the Depository, which will routinely
hold of record the Warrants for a variety of its Participants (such as members of the Depository, including without limitation
brokerage houses and banks) who may hold for beneficial owners, nor will the provisions of this Section 5 prohibit or restrict
the Depository from transferring interests in the Warrants on the books of the Depository. The provisions of subsections 5(a) and
5(b) above shall not be applicable to any holder that holds Warrants as record holder for the benefit of other record holders or
beneficial owners but not themselves as beneficial owners, including without limitation, Cede, as nominee for the Depository. The
provisions of subsections 5(a) and 5(b) above shall not, therefore, prevent companies which regularly hold the Warrants for others
in “street name” from so doing. Provided that such companies are holding the Warrants as record holder for the benefit
of other record holders or beneficial owners but not themselves as beneficial owners, the provisions of subsections 5(a) and 5(b)
above are not intended to impair (i) transfers of the Warrants into, or out of, the name of Cede, or (ii) transfers of interests
in the Warrant on the books of the Depository.


 


6. Charges, Taxes
and Expenses. Issuance and delivery of certificates for Warrant Shares shall be made without charge to the Holder for any issue
or transfer tax, or transfer agent fee in respect of the issuance of such certificates, all of which taxes shall be paid by the
Company; provided, however, that the Company shall not be obligated to pay any tax which may be payable in respect of any transfer
involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder. The Holder
shall be responsible for all other tax liabilities that may arise as a result of holding or transferring any Warrant Certificate.
 The Company shall pay all Warrant Agent and Transfer Agent fees required for same-day processing of any Form of Election to
Purchase and all fees to the Depository (or another established clearing corporation performing similar functions) required for
same-day electronic delivery of the Warrant Shares.


 




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7. Replacement
of Warrant Certificate. If any Warrant Certificate is mutilated, lost, stolen or destroyed, the Company shall issue or cause
to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution for such Warrant Certificate,
a New Warrant Certificate, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction
and customary and reasonable indemnity, if requested. Applicants for
a New Warrant Certificate 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. 


 


8. Reservation
of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of its authorized but unissued
and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of all outstanding
Warrants as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the exercise of all outstanding
Warrants (taking into account any adjustments pursuant to Section 9 below). 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 and issued, and be fully paid and nonassessable.


 


9. Certain Adjustments.
The Exercise Price and number of Warrant Shares issuable upon exercise of each Warrant then outstanding are subject to adjustment
from time to time as set forth in this Section 9. 


 


(a) 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.


 


(b) Number of Warrant
Shares. Simultaneously with any adjustment to the Exercise Price pursuant to subsection 9(a) above, the number of Warrant Shares
that may be purchased upon exercise of each 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 Warrant Shares shall be the same
as the aggregate Exercise Price in effect immediately prior to such adjustment.


 


(c) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 9(a) herein, if at any time the Company grants, issues
or sells any Common Stock Equivalents 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 Warrant (without regard to
any limitation on exercise thereof, including without limitation, the 4.99% Ownership Limitation or 9.99% Ownership Limitation,
as applicable, in Section 5 herein) 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 (provided, however, to the extent that the Holder’s right to participate
in any such Purchase Right would result in the Holder exceeding the 4.99% Ownership Limitation or 9.99% Ownership Limitation, as
applicable, in Section 5 herein, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or
beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right
shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding
the beneficial ownership limitation in Section 5).


 




    	 	9	 



     


    

 


(d) 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 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.


 


(e) Extraordinary
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 each Holder’s Warrants will become the right
thereafter to receive, upon exercise of his or her Warrants, the same amount and kind of securities, cash or property as such Holder
would have been entitled to receive upon the occurrence of such Extraordinary Transaction if it had been, immediately prior to
such Extraordinary Transaction (without regard to any limitation in Sections 5(a) and 5(b) above on the exercise of the applicable
Warrant), the holder of the number of Warrant Shares then issuable upon exercise in full of the relevant Warrant (the “Alternate Consideration”)
in lieu of Common Stock. The aggregate Exercise Price for each 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 each 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 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 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 Warrant
(or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to an Extraordinary Transaction.


 




    	 	10	 



     


    

 


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 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 Warrant on the date
of the consummation of such Extraordinary Transaction. For purposes of this Section 9(e), “Black Scholes Value” means
the value of this 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. (f) Calculations. All calculations under this Section 9 shall be made to the nearest cent or the nearest 1/100th of
a share, as applicable.


 


(g) Notice of Adjustments.
Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will promptly calculate such adjustment
in accordance with the terms of this Agreement and prepare a certificate setting forth such adjustment, including a statement of
the adjusted Exercise Price and adjusted number of Warrant Shares or type of Alternate Consideration issuable upon exercise of
each Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon
which such adjustment is based. The Company will reasonably promptly deliver or cause to be delivered to each Holder who makes
a request in writing and to the Warrant Agent, a copy of each such certificate. Notwithstanding anything to the foregoing, the
Company agrees to provide reasonable advance notice to the Warrant Agent prior to any action that shall cause an adjustment
pursuant to this Section 9.


 


(h) Notice of Corporate
Events. If the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of
its Common Stock (other than a dividend payable solely in shares of Common Stock) or (ii) authorizes the voluntary dissolution,
liquidation or winding up of the affairs of the Company, then the Company shall deliver or cause to be delivered to each Holder
a notice describing the material terms and conditions of such dividend, distribution or transaction. Notwithstanding anything to
the contrary in this Section 9(h), the failure to deliver any notice under this Section 9(h) or any defect therein shall not affect
the validity of the corporate action required to be described in such notice. Until the exercise of its, his or her Warrant or
any portion of such Warrant, a Holder shall not have nor exercise any rights by virtue of ownership of a Warrant as a stockholder
of the Company (including without limitation the right to notification of stockholder meetings or the right to receive any notice
or other communication concerning the business and affairs of the Company other than as provided in this Section 9(h)), except
as expressly set forth in this Section 9.


 


(i) Notices to
Holders on Registration Statement. If, at any time while any Warrants remain outstanding,
the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not
effective or is not otherwise available for the sale of the Warrant Shares, the Company shall deliver notice to the record Holders
that such registration statement is not then effective for the sale of Warrant Shares and shall deliver notice to the record Holders
if and when the registration statement is effective again and available for the sale of the Warrant Shares (it being understood
and agreed that the foregoing shall not limit the ability of the Company to issue, or any holder thereof to sell, any of the Warrant
Shares in compliance with applicable federal and state securities laws).


 




    	 	11	 



     


    

 


(j)
To the extent that any notice provided to the Holders under this Agreement constitutes, or contains, material, non-public
information regarding the Company or any of the Company’s subsidiaries, the Company shall simultaneously file such notice
with the Commission on a Current Report on Form 8-K.


 


10. Payment of
Exercise Price. Except in the case of a Cashless Exercise pursuant to subsection 4(b) above, the Holder shall pay the Aggregate
Exercise Price by paying, in lawful money of the United States, by certified check payable to the Warrant Agent, as agent for the
Company, or bank draft payable to the order of the Company or by wire transfer of immediately available funds to an account designated
in writing by the Company (or as otherwise agreed to by the Company) delivered to the Warrant Agent not later than one Trading
Day after the Date of Exercise. 


 


11. Holder Not
Deemed a Stockholder. The Holder, solely in such Person’s capacity as a Holder, 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 the Warrants
be construed to confer upon the Holder, solely in such Person’s capacity as a Holder, 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, 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 the Warrants, except as expressly set forth in Section 9. 


 


12. No Fractional
Shares. No fractional shares will be issued in connection with any exercise of a Warrant. In lieu of any fractional shares
which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the Exercise
Price. 


 


13. Exchange Act
Filings. The Holder agrees and acknowledges that it shall have sole responsibility for making any applicable filings with the
U.S. Securities and Exchange Commission pursuant to Sections 13 and 16 of the Exchange Act as a result of its acquisition of any
Warrant and the Warrant Shares and any future retention or transfer thereof. 


 


14. Notices.
Any and all notices or other communications or deliveries hereunder (including without limitation any Form of Election to Purchase)
shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number specified in this Section 14 prior to 5:00 p.m. (New York time)
on a Business Day, (b) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile
at the facsimile number specified in this Section 14 on a day that is not a Business Day or later than 5:00 p.m. (New York time)
on any Business Day, (c) the Business Day following the date of mailing, if sent by nationally recognized overnight courier service,
or (d) upon actual receipt by the party to whom such notice is required to be given. The addresses for such communications shall
be:


 


if to the Company:


 


Accelerated Pharma, Inc.


36 Church Lane


Westport, Connecticut 06880


Fax: 203-557-8058


Attention: Chief Financial Officer


 




    	 	12	 



     


    

 


With a copy to: rsaluck@acceleratedpharma.com


 


if to the Warrant Agent:


 


VStock Transfer, LLC


18 Lafayette Place


Woodmere, New York 11598


Fax: (646) 536-3179


Attention: Warrant Department


 


if to the Holder:


 


to the address or facsimile number appearing
on the Warrant Register or such other address or facsimile number as the Holder may provide to the Company in accordance with this
Section 14.


 


15. Warrant Agent.


 


(a) The Company and
the Warrant Agent hereby agree that the Warrant Agent will serve as an agent of the Company as set forth in this Agreement.


 


(b) The Warrant Agent
shall not by any act hereunder be deemed to make any representation as to validity or authorization of the Warrants or the Warrant
Certificates (except as to its countersignature thereon) or of any securities or other property delivered upon exercise of any
Warrant, or as to the number or kind or amount of securities or other property deliverable upon exercise of any Warrant or the
correctness of the representations of the Company made in such certificates that the Warrant Agent receives.


 


(c) The Warrant Agent
shall not have any duty to calculate or determine any required adjustments with respect to the Exercise Price or the kind and amount
of securities or other property receivable by Holders upon the exercise of Warrants, nor to determine the accuracy or correctness
of any such calculation.


 


(d) The Warrant Agent
shall not (i) be liable for any recital or statement of fact contained herein or in the Warrant Certificates or for any action
taken, suffered or omitted by it in good faith in the belief that any Warrant Certificate or any other document or any signature
is genuine or properly authorized, (ii) be responsible for any failure by the Company to comply with any of its obligations contained
in this Agreement or in the Warrant Certificates, (iii) be liable for any act or omission in connection with this Agreement except
for its own gross negligence or willful misconduct or (iv) have any responsibility to determine whether a transfer of a Warrant
complies with applicable securities laws.


 


(e) The Warrant Agent
is hereby authorized to accept instructions with respect to the performance of its duties hereunder solely on behalf of the Company
from the Chief Executive Officer, the President, the Chief Financial Officer, any Senior Vice President, or the Secretary or any
Assistant Secretary of the Company and to apply to any such officer for written instructions (which will then be reasonably promptly
given) and the Warrant Agent shall not be liable for any action taken or suffered to be taken by it in good faith in accordance
with the instructions of any such officer, except for its own gross negligence or willful misconduct, but in its discretion the
Warrant Agent may in lieu thereof accept other evidence of such or may require such further or additional evidence as it may deem
reasonable.


 




    	 	13	 



     


    

 


(f) The Warrant Agent
may exercise any of the rights and powers hereby vested in it or perform any duty hereunder either itself or by or through its
attorneys, agents or employees, provided reasonable care has been exercised in the selection and in the continued employment of
any persons. The Warrant Agent shall not be under any obligation or duty to institute, appear in or defend any action, suit or
legal proceeding in respect hereof, unless first indemnified to its satisfaction. The Warrant Agent shall promptly notify the Company
in writing of any claim made or action, suit or proceeding instituted against or arising out of or in connection with this Agreement.


 


(g) The Company will
take such action as may reasonably be required by the Warrant Agent in order to enable it to carry out or perform its duties under
this Agreement.


 


(h) The Warrant Agent
shall act solely as agent of the Company hereunder. The Warrant Agent shall only be liable for the failure to perform such duties
as are specifically set forth herein.


 


(i) The Warrant Agent
may, at its own expense, consult with legal counsel satisfactory to it (who may be legal counsel for the Company), and the Warrant
Agent shall incur no liability or responsibility to the Company or to any Holder for any action taken, suffered or omitted by it
in good faith in accordance with the opinion or advice of such counsel.


 


(j) The Company agrees
to pay to the Warrant Agent compensation for all services rendered by the Warrant Agent hereunder as the Company and the Warrant
Agent may agree from time to time, and to reimburse the Warrant Agent for reasonable expenses incurred in connection with the execution
and administration of this Agreement (including the reasonable compensation and expenses of its counsel), and further agrees to
indemnify the Warrant Agent for, and hold it harmless against, any loss, liability or expense incurred without gross negligence,
bad faith or willful misconduct on its part, arising out of or in connection with the acceptance and administration of this Agreement.


 


(k) [Reserved].


 


(l) No resignation
or removal of the Warrant Agent and no appointment of a successor warrant agent shall become effective until the acceptance of
appointment by the successor warrant agent as provided herein. The Warrant Agent may resign its duties and be discharged from all
further duties and liability hereunder (except liability arising as a result of the Warrant Agent’s own gross negligence,
bad faith or willful misconduct) after giving 60 days prior written notice to the Company. The Company may remove the Warrant Agent
upon written notice, and the Warrant Agent shall thereupon in like manner be discharged from all further duties and liabilities
hereunder, except as aforesaid. Upon such resignation or removal, the Company shall appoint in writing a new warrant agent. If
the Company fails to do so within a period of 30 days after it has been notified in writing of such resignation by the resigning
Warrant Agent or after such removal, then the resigning Warrant Agent or the Holder of any Warrant (if such Holder first submits
his, her or its Warrant Certificate for inspection by the Company) may apply to any court of competent jurisdiction for the appointment
of a new warrant agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until
a new warrant agent is appointed. After acceptance in writing of such appointment by the new warrant agent, it shall be vested
with the same powers, rights, duties and responsibilities as if it had been originally named herein as the Warrant Agent. Not later
than the effective date of any such appointment, the Company shall give notice thereof to the resigning or removed Warrant Agent.
Failure to give any notice provided for in this subsection 15(l), however, or any defect therein, shall not affect the legality
or validity of the resignation of the Warrant Agent or the appointment of a new warrant agent, as the case may be. The Company
shall, or shall cause the successor Warrant Agent to, deliver to each Holder at such Holder’s last address as shown on the
register of Holders maintained by the Warrant Agent, notice of the appointment of the successor Warrant Agent and such successor
Warrant Agent’s address for communication.


 




    	 	14	 



     


    

 


(m) Any corporation
into which the Warrant Agent or any new warrant agent may be merged or converted or any corporation resulting from any consolidation
to which the Warrant Agent or any new warrant agent shall be a party or any corporation to which the Warrant Agent transfers substantially
all of its corporate trust business shall be a successor Warrant Agent under this Agreement without any further act, provided that
such corporation (i) would be eligible for appointment as successor to the Warrant Agent under the provisions of subsection 15(l)
above or (ii) is a wholly owned subsidiary of the Warrant Agent. 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 each Holder in accordance with Section 14
above.


 


16. Miscellaneous. 


 


(a) Successors
and Assigns. This Agreement shall be binding on and inure to the benefit of the Company, the Warrant Agent and the Holders,
and their respective successors and assigns. Subject to the preceding sentence, nothing in this Agreement shall be construed to
give to any Person other than the Company, the Warrant Agent and the Holders any legal or equitable right, remedy or cause of action
under this Agreement.


 


(b) Amendments
and Waivers. The Company may, without the consent of the Holders, by supplemental agreement or otherwise, add to the covenants
and agreements of the Company for the benefit of the Holders, or surrender any rights or power reserved to or conferred upon the
Company in this Agreement, provided that such changes or corrections shall not adversely affect the interests of Holders of then
outstanding Warrants in any respect. The Company may, with the consent, in writing or at a meeting, of the Holders of outstanding
Warrants exercisable for a majority of the Warrant Shares, amend in any way, by supplemental agreement or otherwise, this Agreement
and/or all of the outstanding Warrant Certificates; provided, however, that no such amendment shall adversely affect any Warrant
differently than it affects all other Warrants, unless the Holder thereof consents thereto. The Warrant Agent shall, at the request
of the Company, and without need of independent inquiry as to whether such supplemental agreement is permitted by the terms of
this Section 16(b), join with the Company in the execution and delivery of any such supplemental agreements, but shall not be required
to join in such execution and delivery for such supplemental agreement to become effective.


 


(c) Choice of
Law, etc. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of
conflicts of law thereof. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing
party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses
incurred with the investigation, preparation and prosecution of such action or proceeding.


 


(d) Interpretation.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.


 


(e) Severability.
In case any one or more of the provisions of this Agreement shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and
the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.


 




    	 	15	 



     


    

 


(f) Execution.
This Agreement may be executed in counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood
that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile or electronic transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


 


(g) Additional Warrants.
The Company may from time to time issue additional warrants (the “Additional Warrants”) under this Agreement,
without requiring the consent of any Holder, with the same terms as the warrants initially issued hereunder.


 


[The remainder of this page has been left
intentionally blank.]


 




    	 	16	 



     


    

 


IN WITNESS WHEREOF, the undersigned has
caused this Agreement to be duly executed by its authorized officer as of the date first indicated above.


 


	 	ACCELERATED PHARMA, INC.
	 	 
	 	By:	 	 
	 	 	 	Name:
	 	 	 	Title:


 


[Signature Page to Warrant Agency Agreement]



 




    	 	17	 



     


    

 


IN WITNESS WHEREOF, the undersigned has
caused this Agreement to be duly executed by its authorized officer as of the date first indicated above.


 


	 	VSTOCK TRANSFER, LLC, as Warrant Agent
	 	 	 
	 	By:	 	 
	 	 	 	Name:
	 	 	 	Title:


 


[Signature Page to Warrant Agency Agreement]



 




    	 	18	 



     


    

 


Exhibit A


 


[UNLESS THIS GLOBAL WARRANT CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN THE WARRANT AGENCY AGREEMENT.


 


ANY TRANSFER OF THE SECURITIES REPRESENTED
BY THIS GLOBAL WARRANT CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE WARRANT AGENCY AGREEMENT (THE “WARRANT AGREEMENT”)
DATED AS OF [ ], 2017 BETWEEN ACCELERATED PHARMA, INC. AND VSTOCK TRANSFER, LLC, SOLELY IN ITS CAPACITY AS WARRANT AGENT. BY ACCEPTING
DELIVERY OF THE SECURITIES REPRESENTED BY THIS GLOBAL WARRANT CERTIFICATE, ANY TRANSFEREE SHALL BE DEEMED TO HAVE AGREED TO BE
BOUND BY THE WARRANT AGREEMENT AS IF THE TRANSFEREE HAD EXECUTED AND DELIVERED THE WARRANT AGREEMENT.]


 


EXERCISABLE ON OR AFTER [ ], 2017


AND UNTIL 5:00 P.M. (NEW YORK TIME) ON THE
EXPIRATION DATE


 


	CUSIP: 	 	 	 
	No.	 	 	Warrants to Purchase [____________] Shares


 


Warrant Certificate


 


WARRANTS TO ACQUIRE COMMON STOCK OF ACCELERATED
PHARMA, INC.


 


This Warrant Certificate certifies that
[______________], or registered assigns, is the registered holder of Warrants (the “Warrants”) to acquire from
Accelerated Pharma, Inc., a Delaware corporation (the “Company”), the aggregate number of fully paid and non-assessable
shares of common stock of the Company, $0.00001 par value per share (the “Common Stock”), specified above for
consideration equal to the Exercise Price (as defined in the Warrant Agreement (as defined below)) per share of Common Stock. The
Exercise Price and number of shares of Common Stock and/or type of securities or property issuable upon exercise of the Warrants
are subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement. The Warrants evidenced by
this Warrant Certificate shall not be exercisable after and shall terminate and become void as of 5:00 P.M., New York time, on
[ ], 2022 (the “Expiration Date”).


 




    	 	A-1	 



     


    

 


The Warrants evidenced by this Warrant
Certificate are part of a duly authorized issue of warrants expiring on the Expiration Date entitling the Holder hereof to receive
shares of Common Stock, and is issued or to be issued pursuant to a Warrant Agency Agreement dated [ ], 2017 (the “Warrant
Agreement”), duly executed and delivered by the Company to VStock Transfer, LLC, as warrant agent (the “Warrant
Agent”, which term includes any successor warrant agent under the Warrant Agreement), which Warrant Agreement is hereby
incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation
of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the Holders (“Holders”
meaning, from time to time, the registered holders of the warrants issued thereunder). To the extent any provisions of this Warrant
Certificate conflicts with any provision of the Warrant Agreement, the provisions of the Warrant Agreement shall apply. A copy
of the Warrant Agreement may be obtained by the Holder hereof upon written request to the Company at Accelerated Pharma, Inc.,
36 Church Lane, Westport, Connecticut 06880, Attn: Chief Financial Officer. Capitalized terms not defined herein have the meanings
ascribed thereto in the Warrant Agreement.


 


The Warrants evidenced by this Warrant
Certificate may be exercised, in whole or in part, at any time on or after [ ], 2017 and on or before the Expiration Date, in the
manner and subject to the terms of the Warrant Agreement including, but not limited to, Section 4 thereof. Each exercise must be
for a whole number of Warrant Shares.


 


The Warrant Agreement provides that upon
the occurrence of certain events the Exercise Price set forth in this Warrant Certificate may, subject to certain conditions, be
adjusted, and that upon the occurrence of certain events the number of shares of Common Stock and/or the type of securities or
other property issuable upon the exercise of the Warrants evidenced by this Warrant Certificate shall be adjusted. No fractions
of a share of Common Stock will be issued upon the exercise of the Warrants evidenced by this Warrant Certificate, but the Company
will pay the cash value thereof determined as provided in the Warrant Agreement.


 


Warrant Certificates, when surrendered
at the office of the Warrant Agent by the registered Holder thereof in person or by such Holder’s legal representative or
attorney duly appointed and authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the
Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor
evidencing in the aggregate the right to purchase a like number of Warrant Shares.


 


Each taker and holder of this Warrant
Certificate, by taking or holding the same, consents and agrees that the holder of this Warrant Certificate when duly endorsed
in blank may be treated by the Company, the Warrant Agent and all other persons dealing with this Warrant Certificate as the absolute
owner hereof for any purpose and as the person entitled to exercise the rights represented hereby or the person entitled to the
transfer hereof on the register of the Company maintained by the Warrant Agent, any notice to the contrary notwithstanding, provided
that until such transfer on such register, the Company and the Warrant Agent may treat the registered Holder hereof as the owner
for all purposes.


 


The Warrants evidenced by this Warrant
Certificate do not entitle any Holder to any of the rights of a stockholder of the Company.


 


This Warrant Certificate and the Warrant
Agreement are subject to amendment as provided in the Warrant Agreement.


 


This Warrant Certificate shall not be
valid or obligatory for any purpose until it shall have been countersigned by the Warrant Agent.


 




    	 	A-2	 



     


    

 


[The remainder of this page has been left
intentionally blank.]


 




    	 	A-3	 



     


    

 


IN WITNESS WHEREOF, the undersigned have
caused this [Global Warrant] Certificate to be executed as of the date set forth below.


 


	 	ACCELERATED PHARMA, INC.
	 	 	 
	 	By:	 	 
	 	 	 	Name:
	 	 	 	Title:


 


	Dated:	 	 


 


	
Countersigned:

VSTOCK TRANSFER, LLC,

as Warrant Agent	 
	 	 	 
	By:	 	 	 
	 	 	Name:	 
	 	 	Title:	 


 


[Signature page to [Global] Warrant Certificate]


 




    	 	A-4	 



     


    

 


FORM OF ASSIGNMENT


 


[To be completed and signed only upon transfer
of Warrant]


 


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto __________________________________________________ the right represented by the within Warrant
Certificate to purchase ______________ shares of common stock of Accelerated Pharma, Inc. to which the within Warrant Certificate
relates and appoints ____________________________________ attorney to transfer said right on the books of Accelerated Pharma, Inc.
with full power of substitution in the premises.


 


	Dated:	 	 


 


	 	 
	 	Printed Name of Holder
	 	 
	 	 
	 	Signature of Holder (signature must conform in all respects to name of holder as specified on the front page of the Warrant Certificate)
	 	 
	 	 
	 	Title of Signatory (if Holder is not a natural person)
	 	 
	 	Address of Transferee:
	 	 
	 	 
	 	 
	 	 
	 	 


 


Signature Guaranteed By:


 


_______________________________________


 


The signature to this Form of Assignment must correspond with
the name as it appears on the face of the Warrant Certificate in every particular. Officers signing on behalf of a corporation,
partnership, trust or other entity must provide evidence of authority to assign the foregoing Warrant upon request of the Company
or Warrant Agent. The signature must be guaranteed by a U.S. chartered bank or by a medallion signature guarantee from a member
of a recognized Signature Medallion Guarantee Program.


 




     


     


    

 


Exhibit B


 


FORM OF ELECTION TO PURCHASE


 


To Accelerated Pharma, Inc.:


 


In accordance with [Warrant Certificate
No. enclosed with this Form of Election to Purchase][the Global Warrant Certificate to be delivered in connection with this Form
of Election to Purchase in the manner contemplated by the Warrant Agreement (as defined below)], the undersigned hereby irrevocably
elects to exercise the Warrants evidenced by this Warrant Certificate with respect to Warrant Shares in accordance with the terms
of the Warrant Agency Agreement dated [ ], 2017, between Accelerated Pharma, Inc., a Delaware corporation, and VStock Transfer,
LLC, as warrant agent (the “Warrant Agreement”). Terms used and not defined herein have the meanings specified
in the Warrant Agreement.


 


1. Form of Exercise Price. The Holder
intends that payment of the Exercise Price shall be made as:


 


___ a Cash Exercise; or


 


___ a Cashless Exercise (provided, however,
that, pursuant to the Warrant Agreement, this form of exercise shall only be available if an effective registration statement is
not available for the issuance of the Warrant Shares).


 


2. Payment of Exercise Price. In the event
that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the
Holder hereby agrees to pay the Aggregate Exercise Price, in lawful money of the United States, by certified check payable to the
Warrant Agent, as agent for the Company, or bank draft payable to the order of the Company or by wire transfer of immediately available
funds to an account designated in writing by the Company (or as otherwise agreed to by the Company) delivered to the Warrant Agent,
together with any applicable taxes payable by the undersigned pursuant to the terms of the Warrant Agreement.


 


Unless the Warrant Shares will be delivered
electronically via DWAC, the undersigned requests that certificates for the shares of Common Stock issuable upon this exercise
be issued in the name of:


 


	Name:	 	 	 	 
	Address:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


	Social Security or Tax I.D. No.:	 	 	 	 


 


If the Warrant Shares will be delivered
electronically via DWAC, the undersigned requests that the Warrant Shares issuable upon this exercise be issued to the following
account:


 


	Name of DTC Participant:	 	 
	 	 	 
	DTC Participant Number:	 	 
	 	 	 
	Name of Account at DTC Participant to be credited with the Warrant Shares:	 	 


 




    	 	B-1	 



     


    

 


	Account Number at DTC Participant to be credited with the Warrant Shares:	 	 


 


This Election to Purchase is delivered by:


 


	 	 
	 	Signature (and title, if applicable) of Authorized Signatory of Holder
	 	 
	 	Name of Holder
	 	 
	 	Date


 




    	 	B-2	 



     


    

 


Warrant Shares Exercise Log


 


	Date	 	Number of Warrant

Shares Available to be

Exercised	 	Number of Warrant

Shares Exercised	 	Number of

Warrant Shares

Remaining to be

Exercised