Exhibit 4.10

 

SPECIMEN CLASS A WARRANT CERTIFICATE

 


	
NUMBER
    	
 
    	
[    ]   WARRANTS
    
	
WA-
    	
 
    	
 
    




 

(THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.

NEW YORK CITY TIME, THIRTY-SIX MONTHS FROM THE CLOSING DATE OF THE COMPANY’S INITIAL

PUBLIC OFFERING)

 

CERECOR INC.

 

CUSIP 15671L 117

 

CLASS A WARRANT

 

THIS WARRANT CERTIFIES THAT, for value received                                         , or registered agents, is the registered holder of a Warrant or Warrants expiring on a date which is thirty-six months from the closing date (the “Warrant”)of the Company’s initial public offering (the “Offering”), to purchase one fully paid and non-assessable share (the “Warrant Shares”), of common stock, par value $0.001 per share (the “Common Stock”), of CERECOR INC., a Delaware corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. This Warrant Certificate is subject to and shall be interpreted under the terms and conditions of the Class A Warrant Agreement (as defined below).

 

The Warrant entitles the holder thereof to purchase from the Company, from time to time, in whole or in part, commencing upon the date when the Company’s units issued in the Offering detach and the Common Stock, the Warrant and the Class B warrant of the Company begin to trade separately, such number of Warrant Shares at the price of $[_] per share (the “Warrant Price”), upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of American Stock Transfer & Trust Company, LLC (the “Warrant Agent”), such payment to be made subject to the conditions set forth herein and in the Warrant Agreement, dated [            ], 2015, between the Company and the Warrant Agent (the “Class A Warrant Agreement”). In no event shall the registered holder(s) of this Warrant be entitled to receive a net-cash settlement in lieu of physical settlement in Warrant Shares of the Company. The Class A Warrant Agreement provides that, upon the occurrence of certain events, the Warrant Price and the number of Warrant Shares purchasable hereunder, set forth on the face hereof, may be adjusted, subject to certain conditions. The term Warrant Price as used in this Warrant Certificate refers to the price per Warrant Share at which Warrant Shares may be purchased at the time the Warrant is exercised.

 

This Warrant will expire on the date first referenced above if it is not exercised prior to such date by the registered holder pursuant to the terms of the Class A Warrant Agreement or if it is not redeemed by the Company prior to such date.

 

No fraction of a Share will be issued upon any exercise of a Warrant. If, upon exercise of a Warrant, a holder would be entitled to receive a fractional interest in a Share, the Company will, upon exercise, issue or cause to be issued only the largest whole number of Warrant Shares issuable on such exercise (and such fraction of a Share will be disregarded).

 

Upon any exercise of the Warrant for less than the total number of full Warrant Shares provided for herein, there shall be issued to the registered holder(s) hereof or its assignee(s) a new Warrant Certificate covering the number of Warrant Shares for which the Warrant has not been exercised.

 

Warrant Certificates, when surrendered at the office or agency of the Warrant Agent by the registered holder(s) hereof in person or by attorney duly authorized in writing, may be exchanged in the manner and subject to

 











 

the limitations provided in the Class A Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants.

 

Upon due presentment for registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Class A Warrant Agreement, without charge except for any applicable tax or other governmental charge.

 

The Company and the Warrant Agent may deem and treat the registered holder(s) as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone) for the purpose of any exercise hereof, of any distribution to the registered holder(s), and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

 

This Warrant does not entitle the registered holder(s) to any of the rights of a stockholder of the Company.

 

From and after one year following its issuance and prior to its expiration date, the Company reserves the right to call the Warrant at any time, with a notice of call in writing to the holder(s) of record of the Warrant, giving 30 days’ notice of such call if the last reported sale price of the Warrant Shares has been equal to or greater than 200% of the Warrant Price for any 20 trading days within a 30 consecutive trading day period ending on the third business day prior to the date on which notice of such call is given, provided that a registration statement under the Act with respect to the Warrant Shares is effective and a current prospectus is available for use by the registered holders hereof. The call price of the Warrants is $.001 per Warrant.

 

If the foregoing conditions are satisfied and the Company calls the Warrant for redemption, each holder will then be entitled to exercise his, her or its Warrant prior to the date scheduled for redemption. Any Warrant either not exercised or tendered back to the Company by the end of the date specified in the notice of call shall be canceled on the books of the Company and have no further value except for the $.001 call price.

 

COUNTERSIGNED:

AMERICAN STOCK TRANSFER & TRUST COMPANY

WARRANT AGENT

 

BY:

AUTHORIZED OFFICER

 

DATED:

 

(Signature)

CHIEF EXECUTIVE OFFICER

 

(Seal)

 

(Signature)

SECRETARY

 

[REVERSE OF CERTIFICATE]

 

SUBSCRIPTION FORM

 

To Be Executed by the Registered Holder(s) in Order to Exercise Warrants

 

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock in accordance with the terms of this Warrant Certificate and pursuant to the

 

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method selected below. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Class A Warrant Agreement. PLEASE CHECK THE APPLICABLE METHOD OF PAYMENT:

 

	
o
    	
a “Cash Exercise” with respect to                      Warrant Shares; or
    
	
 
    	
 
    
	
o
    	
a “Cashless Exercise” with respect to                      Warrant Shares because on the date of this exercise, there is no effective   registration statement registering the Warrant Shares, or the prospectus   contained therein is not available for the resale of the Warrant Shares, in   which event the Company shall deliver to the registered   holder(s)                    shares of Common Stock pursuant to Section 3.3.2 of the   Class A Warrant Agreement.
    


 

The undersigned requests that a certificate for such shares be registered in the name(s) of

 

	
 
    
	
(PLEASE TYPE OR PRINT   NAME(S) AND ADDRESS)
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
(SOCIAL SECURITY OR TAX   IDENTIFICATION NUMBER(S))
    


 

	
and be delivered to
    	
 
    
	
 
    	
(PLEASE PRINT OR TYPE   NAME(S) AND ADDRESS)
    


 

and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name of, and delivered to, the registered holder(s) at the address(es) stated below:

 

Dated:

 

	
 
    	
 
    
	
(SIGNATURE(S))
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
(ADDRESS(ES))
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
(TAX IDENTIFICATION   NUMBER(S))
    	
 
    


 

ASSIGNMENT

 

To Be Executed by the Registered Holder in Order to Assign Warrants

 

For Value Received,                                      hereby sell(s), assign(s), and transfer(s) unto

 

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(PLEASE TYPE OR PRINT   NAME(S) AND ADDRESS(ES))
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
(SOCIAL SECURITY OR TAX   IDENTIFICATION NUMBER(S))
    	
 
    


 

	
and to be delivered to
    	
 
    	
 
    
	
 
    	
(PLEASE PRINT OR TYPE   NAME(S) AND ADDRESS(ES))
    	
 
    


 

	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
(SOCIAL SECURITY OR TAX   IDENTIFICATION NUMBER(S))
    	
 
    


 

of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and appoint                      Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.

 

Dated:

 

	
 
    	
 
    
	
(SIGNATURE(S))
    	
 
    


 

NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

 

Signature(s) Guaranteed:

 

	
By
    	
 
    	
 
    


 

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).

 

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