EX-4.7



 Exhibit 4.7 

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH
APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH
THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED
HEREBY, EXCEPT AS PROVIDED HEREIN. 
 WARRANT TO PURCHASE SHARES OF COMMON STOCK 

of 
 CONTRAFECT
CORPORATION 
 Dated as of                  

Void after the date specified in Section 8 

No.
 THIS CERTIFIES THAT, for value
received,         , or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from ContraFect
Corporation, a Delaware corporation (the “Company”), Shares (as defined below), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein
shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. 
 The following is a
statement of the rights of the Holder and the conditions to which this Warrant is subject, and to which Holder, by acceptance of this Warrant, agrees: 

1. Number and Price of Shares; Exercise Period. 

(a) Definition of Shares. “Shares” shall mean shares of the Company’s common stock, par value
$0.0001 per share. 
 (b) Number of Shares. Subject to any previous exercise of the Warrant, the Holder shall have the right to
purchase              Shares. 
 (c) Exercise Price. The exercise
price per Share shall be equal to              (the “Exercise Price”). The Exercise Price shall be subject to adjustment for any future stock splits or reverse stock
splits by the Company. 
 (d) Exercise Period. This Warrant shall be exercisable, in whole or in part, prior to (or in
connection with) the expiration of this Warrant as set forth in Section 8. 

  
 - 1 - 








 2. Exercise of the Warrant. 

(a) Exercise. The purchase rights represented by this Warrant may be exercised at the election of the Holder, in whole or in
part, in accordance with Section 1, by: 
 (i) the tender to the Company at its principal office (or such other office or agency as the
Company may designate) of a notice of exercise in the form of Exhibit A (the “Notice of Exercise”), duly completed and executed by or on behalf of the Holder, together with the surrender of this Warrant; and 

(ii) the payment to the Company of an amount equal to (x) the Exercise Price multiplied by (y) the number of Shares being purchased,
by wire transfer or certified, cashier’s or other check acceptable to the Company and payable to the order of the Company. 
 (b)
Stock Certificates. The rights under this Warrant shall be deemed to have been exercised and the Shares issuable upon such exercise shall be deemed to have been issued immediately prior to the close of business on the date this Warrant
is exercised in accordance with its terms, and the person entitled to receive the Shares issuable upon such exercise shall be treated for all purposes as the holder of record of such Shares as of the close of business on such date. As promptly as
reasonably practicable on or after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for that number of shares issuable upon such exercise. In the event that the rights
under this Warrant are exercised in part and have not expired, the Company shall execute and deliver a new Warrant reflecting the number of Shares that remain subject to this Warrant. 

(c) No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of the rights under this Warrant. In lieu of such fractional share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise Price multiplied by such fraction. 

(d) Conditional Exercise. The Holder may exercise this Warrant conditioned upon (and effective immediately prior to) consummation
of any transaction that would cause the expiration of this Warrant pursuant to Section 8 by so indicating in the notice of exercise. 

(e) Reservation of Stock. The Company agrees during the term the rights under this Warrant are exercisable to take all reasonable
action to reserve and keep available from its authorized and unissued Shares (or any such other class or series of stock then issuable upon exercise of this Warrant) for the purpose of effecting the exercise of this Warrant such number of Shares
(and any shares of stock to be issued on conversion of such Shares) as shall from time to time be sufficient to effect the exercise of the rights under this Warrant; and if at any time the number of authorized but unissued Shares (or any such other
class or series of stock then issuable upon exercise of this Warrant) (and any shares of stock to be issued on conversion of such Shares) shall not be sufficient for purposes of the exercise of this Warrant in accordance with its terms and the
conversion of the Shares, without limitation of such other remedies as may be available to the Holder, the Company will use all reasonable efforts to take such corporate action as may be necessary to increase its authorized and unissued Shares (and
any shares of stock to be issued on conversion of such Shares) to a number of Shares as shall be sufficient for such purposes. 
 3.
Replacement of the Warrant. Subject to the receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity
agreement reasonably satisfactory in form and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at the expense of the Holder shall execute and deliver, in lieu of this Warrant, a new
warrant of like tenor and amount. 







 4. Transfer of the Warrant. 

(a) Warrant Register. The Company shall maintain a register (the “Warrant Register”) containing the name
and address of the Holder. Until this Warrant is transferred on the Warrant Register in accordance herewith, the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant for all purposes, notwithstanding
any notice to the contrary. Any Holder of this Warrant (or of any portion of this Warrant) may change its address as shown on the Warrant Register by written notice to the Company requesting a change. 

(b) Warrant Agent. The Company may appoint an agent for the purpose of maintaining the Warrant Register referred to in
Section 4(a), issuing the Shares or other securities then issuable upon the exercise of the rights under this Warrant, exchanging this Warrant, replacing this Warrant or conducting related activities. 

(c) Transferability of the Warrant. Subject to the provisions of this Warrant with respect to compliance with the Securities Act
and limitations on assignments and transfers, including without limitation compliance with the restrictions on transfer set forth in Section 5, title to this Warrant may be transferred by endorsement (by the transferor and the transferee
executing the assignment form attached as Exhibit B (the “Assignment Form”)) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery. 

(d) Exchange of the Warrant upon a Transfer. On surrender of this Warrant (and a properly endorsed Assignment Form) for exchange,
subject to the provisions of this Warrant with respect to compliance with the Securities Act and limitations on assignments and transfers, the Company shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the name
of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof, and the Company shall register any such transfer upon the Warrant Register. This Warrant
(and the securities issuable upon exercise of the rights under this Warrant) must be surrendered to the Company or its warrant or transfer agent, as applicable, as a condition precedent to the sale, pledge, hypothecation or other transfer of any
interest in any of the securities represented hereby, except as provided in Section 5(b). 
 (e) Taxes. In no event shall
the Company be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any certificate in a name other than that of the Holder, and the Company shall not be required to issue or deliver any such
certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or is not payable. 

5. Restrictions on Transfer of the Warrant and Shares; Compliance with Securities Laws. By acceptance of this Warrant, the Holder agrees
to comply with the following: 
 (a) Restrictions on Transfers. Except as provided in Section 5(b), this Warrant may not
be transferred or assigned in whole or in part without the Company’s prior written consent (which shall not be unreasonably withheld), and any attempt by Holder to transfer or assign any rights, duties or obligations that arise under this
Warrant without such permission shall be void. Any transfer of this Warrant or the Shares or the shares of common stock issuable upon conversion of the Shares (the “Securities”) must be in compliance with all applicable
federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the Securities, or any beneficial interest therein, unless and until the transferee thereof has
agreed in writing for the benefit of the Company to take and hold such Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and 








 (i) there is then in effect a registration statement under the Securities Act covering such
proposed disposition and such disposition is made in accordance with such registration statement, or 
 (ii) (A) such Holder shall have
given prior written notice to the Company of such Holder’s intention to make such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, (B) the transferee
shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party,
(ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, including that the transferee is in compliance with all
applicable laws and (C) such Holder shall have furnished the Company with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the
Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and
Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company. 

(b) Permitted Transfers. Permitted transfers include (i) a transfer not involving a change in beneficial ownership,
(ii) transactions involving the distribution without consideration of Securities by any Holder to (x) a parent, subsidiary or other affiliate of a Holder that is a corporation, (y) any of the Holder’s partners, members or other
equity owners, or retired partners or members, or to the estate of any of its partners, members or other equity owners or retired partners or members, or (z) a venture capital fund that is controlled by or under common control with one or more
general partners or managing members of, or shares the same management company with, the Holder or (iii) transfers to “accredited investors” within the meaning of Regulation D under the Securities Act; provided, in each of
(i)-(iii) above, that the Holder shall give written notice to the Company of the Holder’s intention to effect such disposition and shall have furnished the Company with a detailed description of the manner and circumstances of the proposed
disposition at least five (5) business days prior to the intended transfer, and, in (iii) above, that (A) the transferee shall have confirmed to the Company in writing, substantially in the form of Exhibit A-1, that the Securities are
being acquired (1) solely for the transferee’s own account and not as a nominee for any other party, (2) for investment and (3) not with a view toward distribution or resale, and shall have confirmed such other matters related
thereto as may be reasonably requested by the Company, including that the transferee is in compliance with all applicable laws and (B) such Holder shall have furnished the Company with (1) an opinion of counsel, reasonably satisfactory to
the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (2) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such
Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance
with the terms of the notice delivered by the Holder to the Company. 
 (c) Investment Representation Statement. Unless the
rights under this Warrant are exercised pursuant to an effective registration statement under the Securities Act that includes the Shares with respect to which the Warrant was exercised, it shall be a condition to any exercise of the rights under
this Warrant that the Holder shall have confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Shares so purchased are being acquired solely for the Holder’s own account and not as a
nominee for any other party, for investment and not with a view toward distribution or resale and that the Holder shall have confirmed such other matters related thereto as may be reasonably requested by the Company. 







 (d) Securities Law Legend. The Securities shall (unless otherwise permitted by the
provisions of this Warrant) be stamped or imprinted with a legend substantially similar to the following (in addition to any legend required by state securities laws): 

THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR RESOLD EXCEPT
AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. HOLDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE. THE PRINCIPAL
AMOUNT REPRESENTED BY THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNT SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 2(d) OF THIS NOTE. 

(e) Market Stand-off Legend. The Shares and common stock issued upon exercise hereof or conversion thereof shall also be stamped
or imprinted with a legend in substantially the following form: 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN THE WARRANT PURSUANT TO WHICH THESE SHARES WERE ISSUED, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. 

(f) Instructions Regarding Transfer Restrictions. The Holder consents to the Company making a notation on its records and giving
instructions to any transfer agent in order to implement the restrictions on transfer established in this Section 5. 
 (g)
Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(d) stamped on a certificate evidencing the Shares (and the common stock issuable upon conversion thereof) and the stock transfer
instructions and record notations with respect to such securities shall be removed and the Company shall issue a certificate without such legend to the holder of such securities if (i) such securities are registered under the Securities Act, or
(ii) such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a sale or transfer of such securities may be made without registration or qualification. 







 6. Adjustments. Subject to the expiration of this Warrant pursuant to Section 8, the
number and kind of shares purchasable hereunder and the Exercise Price therefor are subject to adjustment from time to time, as follows: 

(a) Merger or Reorganization. If at any time there shall be a Fundamental Transaction (as defined in Section 7(a) of the
Notes) involving the Company (other than as otherwise provided for herein or as would cause the expiration of this Warrant under Section 8) in which shares of the Company’s stock are converted into or exchanged for securities, cash or
other property, then, as a part of such Fundamental Transaction, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, the kind and amount of securities, cash or other property of
the successor corporation resulting from such Fundamental Transaction, equivalent in value to that which a holder of the Shares deliverable upon exercise of this Warrant would have been entitled in such Fundamental Transaction if the right to
purchase the Shares hereunder had been exercised immediately prior to such Fundamental Transaction. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the successor corporation) shall be made in the
application of the provisions of this Warrant with respect to the rights and interests of the Holder after such Fundamental Transaction to the end that the provisions of this Warrant shall be applicable after the event, as near as reasonably may be,
in relation to any shares or other securities deliverable after that event upon the exercise of this Warrant. 
 (b) Reclassification
of Shares. If the securities issuable upon exercise of this Warrant are changed into the same or a different number of securities of any other class or classes by reclassification, capital reorganization, conversion of all outstanding shares
of the relevant class or series (other than as would cause the expiration of this Warrant pursuant to Section 8) or otherwise (other than as otherwise provided for herein) (a “Reclassification”), then, in any such event,
in lieu of the number of Shares which the Holder would otherwise have been entitled to receive, the Holder shall have the right thereafter to exercise this Warrant for a number of shares of such other class or classes of stock that a holder of the
number of securities deliverable upon exercise of this Warrant immediately before that change would have been entitled to receive in such Reclassification, all subject to further adjustment as provided herein with respect to such other shares. 

(c) Subdivisions and Combinations. In the event that the outstanding shares of the securities issuable upon exercise of this
Warrant are subdivided (by stock split, by payment of a stock dividend or otherwise) into a greater number of shares of such securities, the number of Shares issuable upon exercise of the rights under this Warrant immediately prior to such
subdivision shall, concurrently with the effectiveness of such subdivision, be proportionately increased, and the Exercise Price shall be proportionately decreased, and in the event that the outstanding shares of the securities issuable upon
exercise of this Warrant are combined (by reclassification or otherwise) into a lesser number of shares of such securities, the number of Shares issuable upon exercise of the rights under this Warrant immediately prior to such combination shall,
concurrently with the effectiveness of such combination, be proportionately decreased, and the Exercise Price shall be proportionately increased. 

(d) Redemption. In the event that all of the outstanding shares of the securities issuable upon exercise of this Warrant are
redeemed in accordance with the Company’s certificate of incorporation, this Warrant shall thereafter be exercisable for a number of shares of the Company’s common stock equal to the number of shares of common stock that would have been
received if this Warrant had been exercised in full immediately prior to such redemption and any securities received thereupon had been simultaneously converted into common stock. 

(e) Notice of Adjustments. Upon any adjustment in accordance with this Section 6, the Company shall give notice thereof to
the Holder, which notice shall state the event giving rise to the adjustment, the Exercise Price as adjusted and the number of securities or other property purchasable upon the exercise of the rights under this Warrant, setting forth in reasonable
detail the method of calculation of each. 







 The Company shall, upon the written request of any Holder, furnish or cause to be furnished to such Holder a
certificate setting forth (i) such adjustments, (ii) the Exercise Price at the time in effect and (iii) the number of securities and the amount, if any, of other property that at the time would be received upon exercise of this
Warrant. 
 7. Notification of Certain Events. Prior to the expiration of this Warrant pursuant to Section 8, in the event that
the Company shall authorize: 
 (a) the issuance of any dividend or other distribution on the capital stock of the Company (other than
(i) dividends or distributions otherwise provided for in Section 6, (ii) repurchases of common stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries upon termination of their
employment or services pursuant to agreements providing for the right of said repurchase; or (iii) repurchases of common stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries pursuant to
rights of first refusal or first offer contained in agreements providing for such rights), whether in cash, property, stock or other securities; 

(b) the voluntary liquidation, dissolution or winding up of the Company; or 

(c) any transaction resulting in the expiration of this Warrant pursuant to Section 8(b) 

the Company shall send to the Holder of this Warrant at least 10 business days prior written notice of the date on which a record shall be taken for any such
dividend or distribution specified in clause (a) or the expected effective date of any such other event specified in clause (b) or (c), as applicable. The notice provisions set forth in this section may be shortened or waived prospectively
or retrospectively by the consent of the holders of a majority of the Shares issuable upon exercise of the rights under the Warrants. 
 8.
Expiration of the Warrant. This Warrant shall expire and shall no longer be exercisable as of the earlier of: 
 (a) 5:00 p.m.,
Eastern time, on             , 20    ; 
 (b) (i) the
acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is a party (including, without limitation, any stock acquisition, reorganization, merger or consolidation, but excluding
any sale of stock for capital raising purposes and any transaction effected primarily for purposes of changing the Company’s jurisdiction of incorporation) other than a transaction or series of related transactions in which the holders of the
voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of transactions, as a result of shares in the Company held by such holders
prior to such transaction or series of transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving
or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent), or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole by
means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly-owned subsidiary of the Company; 

9. No Rights as a Stockholder. Nothing contained herein shall entitle the Holder to any rights as a stockholder of the Company or to be
deemed the holder of any securities that may at any time be issuable on the exercise of the rights hereunder for any purpose nor shall anything contained herein be construed to confer upon the Holder, as such, any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any 







 
recapitalization, issuance of stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, merger, conveyance or otherwise) or to receive notice of
meetings, or to receive dividends or subscription rights or any other rights of a stockholder of the Company until the rights under the Warrant shall have been exercised and the Shares purchasable upon exercise of the rights hereunder shall have
become deliverable as provided herein. 
 10. Market Stand-off. 

(a) Agreement to Lock-Up in connection with IPO. The Holder of this Warrant hereby agrees that such Holder shall not sell or
otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the Company held by the Holder
(other than those included in the registration) during the one hundred and eighty (180) day period following the effective date of the registration statement for the IPO filed under the Securities Act (or such other period as may be requested
by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions
contained in FINRA NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto) (the “Trading Date”). The obligations described in this section shall not apply to a registration
relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The
Company may impose stop-transfer instructions and may stamp each certificate with a legend as substantially set forth in Section 5(e) with respect to the shares of common stock (or other securities) subject to the foregoing restriction until
the end of such one hundred and eighty (180) day (or other) period. The restrictions set forth in this Section 10 shall be applicable to the Holder only if all officers and directors are subject to the same restrictions and the Company
uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than two percent (2%) of the Company’s outstanding common stock (after giving effect to conversion into common stock of all
outstanding preferred stock). The Holder agrees to execute a market stand-off agreement with the underwriters in the offering in customary form consistent with the provisions of this section. Any discretionary waiver or termination by the Company or
the underwriters of the restrictions of any or all of such agreements with an officer or director of the Company or a stockholder individually holding greater than one percent (1%) of the Company’s outstanding capital stock, calculated on
a fully-diluted basis, shall apply pro rata to all holders subject to such agreements, based on the number of shares subject to such agreements. 

(b) Agreement to Lock-Up in connection with Form 10 Registration Statement. Upon the Company’s filing of a Form 10
registration statement, Holder hereby agrees that Holder will not, without the prior written consent of the Company, during the period commencing on the date on which the Securities and Exchange Commission informs the Company that it has completed
its review of the Form 10 registration statement and ending 180 days following the Trading Date, (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the common stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of common stock or other securities, in cash or otherwise. The foregoing
provisions shall not apply to (i) shares of common stock acquired in open market transactions after the Trading Date; (ii) transactions relating to shares of common stock purchased in accordance with clause (i); (iii) in the case of a
Holder that is an entity, a transfer by such Holder to its stockholders, members, partners or other equity holders, provided that no consideration is actually paid for such transfer; (iv) a repurchase of common stock by the Company at a price
no greater than that originally paid by such Holder for such common stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Company’s board of directors (the “Board of
Directors”); (v) in the case of a Holder that is a 







 
natural person, a transfer of common stock made for bona fide estate planning purposes, either during such Holder’s lifetime or on death by will or intestacy to his or her family members or
any other person approved by the Board of Directors, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Holder or any such family
members, provided in all cases referred to in this clause (v) that no consideration is actually paid for such transfer and (vi) the receipt of a stock option, shares of restricted common stock or other awards, or the exercise of a stock
option, granted under the Company’s 2008 Equity Incentive Plan, as amended, or other stock option plan approved by a majority of the Board of Directors. The Holder further agrees to execute such agreements as may be reasonably requested by
the Company that are consistent with the provisions of this section or that are necessary to give further effect thereto. 
 11. Demand
Registration. The Company covenants and agrees as follows: 
 (a) If at any time before the expiration of this Warrant and after one
hundred eighty (180) days after the effective date of the registration statement for the Company’s IPO, the Holder may request that the Company file a Form S-1 or S-3 registration statement, as applicable, with respect to any Securities
outstanding, in which case the Company shall, as soon as practicable, and in any event within ninety (90) days after the date such request is given by such Holder, file such Form S-1 or S-3 registration statement under the Securities Act
covering all securities to be registered pursuant to the request of such Holder and any other securities to be included in the Company’s reasonable discretion, subject to the limitations of Section 11(b). Upon the Company’s receipt of
a demand for registration with respect to any outstanding warrants issued in connection with the issuance of the Company’s 8% Convertible Notes due 2015 (collectively, the “Notes Warrants”), the Company may, at its
option, send a written notice (a “Registration Notice”) to all holders of Notes Warrants (including the Holder) that the Company intends to file a registration statement on Form S-1 or S-3 (such registration statement, the
“Notes Warrant Registration Statement”) for all of the Shares underlying the Notes Warrants. Such Registration Notice shall be sent to all such holders no less than 30 days prior to the effectiveness of the Form S-1 or S-3
Registration Statement and shall inform such holders of their right to include their Shares in the registration statement. Any holder exercising such right shall promptly provide the Company with the information requested in the Registration Notice.
If the Holder elects not to request that the Company include its Securities in the Notes Warrant Registration Statement, or fails to provide reasonably requested information to the Company required for such registration in a timely manner, the
Holder’s rights under this Section 11(a) shall terminate. 
 (b) Notwithstanding the foregoing obligations, if the Company
furnishes to the Holder requesting a registration pursuant to Section 11(a) a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be
materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action
would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide
business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or other applicable laws, then the Company shall have the right to defer taking action with respect to such
filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than one hundred and eighty (180) days after the request of such Holder; provided, however, that the Company
may not invoke this right more than once in any twelve (12) month period. 
 (c) The Company shall not be obligated to effect, or to
take any action to effect, any registration pursuant to Section 11(a) (i) during the period that is ninety (90) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred
eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith 







 
commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company has effected one registration pursuant to Section 11(a); or
(iii) if such Holder proposes to dispose of Securities that may be immediately registered on Form S-3. A registration shall not be counted as “effected” for purposes of this Section 11(c) until such time as the applicable
registration statement has been declared effective by the SEC, unless such Holder withdraws its request for such registration, elects not to pay the registration expenses therefor, and forfeits its right to one demand registration statement, in
which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 11(c). 
 12.
Representations and Warranties of the Holder. By acceptance of this Warrant, the Holder represents and warrants to the Company as follows: 

(a) No Registration. The Holder understands that the Securities have not been, and will not be, registered under the Securities
Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Holder’s
representations as expressed herein or otherwise made pursuant hereto. 
 (b) Investment Intent. The Holder is acquiring the
Securities for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. The Holder has no present intention of selling, granting any participation in, or otherwise
distributing the Securities, nor does it have any contract, undertaking, agreement or arrangement for the same. 
 (c) Investment
Experience. The Holder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company, and has such knowledge and experience in financial or business matters so that
it is capable of evaluating the merits and risks of its investment in the Company and protecting its own interests. 
 (d) Speculative
Nature of Investment. The Holder understands and acknowledges that the Company has a limited financial and operating history and that its investment in the Company is highly speculative and involves substantial risks. The Holder can bear the
economic risk of its investment and is able, without impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment. 

(e) Access to Data. The Holder has had an opportunity to ask questions of officers of the Company, which questions were answered
to its satisfaction. The Holder believes that it has received all the information that it considers necessary or appropriate for deciding whether to acquire the Securities. The Holder understands that any such discussions, as well as any information
issued by the Company, were intended to describe certain aspects of the Company’s business and prospects, but were not necessarily a thorough or exhaustive description. The Holder acknowledges that any business plans prepared by the Company
have been, and continue to be, subject to change and that any projections included in such business plans or otherwise are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the projections will
not materialize or will vary significantly from actual results. 
 (f) Accredited Investor. The Holder represents that it is an
“accredited investor” within the meaning of Regulation D under the Securities Act and agrees to submit to the Company further assurances of such status as may be reasonably requested by the Company. 

(g) Residency. The residency of Holder (or, in the case of a partnership or corporation, such entity’s principal place of
business) is correctly set forth on the signature page hereto. 







 (h) Restrictions on Resales. The Holder acknowledges that the Securities must be
held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Holder is aware of the provisions of Rule 144 promulgated under the Securities Act, which permit resale of shares
purchased in a private placement subject to the satisfaction of certain conditions, which may include, among other things, the availability of certain current public information about the Company; the resale occurring not less than a specified
period after a party has purchased and paid for the security to be sold; the number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “broker’s transaction,” a
transaction directly with a “market maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder); and the filing of a Form 144 notice, if applicable. The Holder acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time the Holder wishes to sell the
Securities and that, in such event, the Holder may be precluded from selling the Securities under Rule 144 even if the other applicable requirements of Rule 144 have been satisfied. The Holder acknowledges that, in the event the applicable
requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Securities. The Holder understands that, although Rule 144 is not exclusive, the
Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof
in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk. 

(i) No Public Market. The Holder understands and acknowledges that no public market now exists for any of the securities issued
by the Company and that the Company has made no assurances that a public market will ever exist for the Company’s securities. 
 (j)
Brokers and Finders. The Holder has not engaged any brokers, finders or agents in connection with the Securities, and the Company has not incurred nor will incur, directly or indirectly, as a result of any action taken by the Holder,
any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with the Securities. 

(k) Legal Counsel. The Holder has had the opportunity to review this Warrant, the exhibits and schedules attached hereto and the
transactions contemplated by this Warrant with its own legal counsel. The Holder is not relying on any statements or representations of the Company or its agents for legal advice with respect to this investment or the transactions contemplated by
this Warrant. 
 (l) Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and local and
non-U.S. tax consequences of this investment and the transactions contemplated by this Warrant. With respect to such matters, the Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its
agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and the transactions contemplated by this Warrant. 

13. Miscellaneous. 
 (a)
Amendments. Except as expressly provided herein, neither this Warrant nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Warrant and signed by the Company and the
Holder. 
 (b) Waivers. No waiver of any single breach or default shall be deemed a waiver of any other breach or default
theretofore or thereafter occurring. 







 (c) Notices. All notices and other communications required or permitted hereunder
shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail (if to the Holder) or otherwise delivered by hand, messenger or courier service addressed: 

(i) if to the Holder, to the Holder at the Holder’s address, facsimile number or electronic mail address as shown in the Company’s
records, as may be updated in accordance with the provisions hereof, or until any such Holder so furnishes an address, facsimile number or electronic mail address to the Company, then to and at the address, facsimile number or electronic mail
address of the last holder of this Warrant for which the Company has contact information in its records; or 
 (ii) if to the Company, to
the attention of the Chief Executive Officer or Chief Financial Officer of the Company at the Company’s address as shown on the signature page hereto, or at such other current address as the Company shall have furnished to the Holder. 

Each such notice or other communication shall for all purposes of this Warrant be treated as effective or having been given (i) if
delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or
(ii) if sent by mail, at the earlier of its receipt or five days after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via
facsimile, upon confirmation of facsimile transfer or, if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during
normal business hours of the recipient, then on the recipient’s next business day. In the event of any conflict between the Company’s books and records and this Warrant or any notice delivered hereunder, the Company’s books and
records will control absent fraud or error. 
 (d) Governing Law. This Warrant and all actions arising out of or in connection
with this Warrant shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law provisions of the State of Delaware, or of any other state. 

(e) Jurisdiction and Venue. Each of the Holder and the Company irrevocably consents to the exclusive jurisdiction of, and venue
in, the state courts in the State of Delaware (or in the event of exclusive federal jurisdiction, the federal district courts in the State of Delaware), in connection with any matter based upon or arising out of this Warrant or the matters
contemplated herein, and agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons. 

(f) Titles and Subtitles. The titles and subtitles used in this Warrant are used for convenience only and are not to be
considered in construing or interpreting this Warrant. All references in this Warrant to sections, paragraphs and exhibits shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits attached hereto. 

(g) Severability. If any provision of this Warrant becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Warrant, and such illegal, unenforceable or void provision shall be replaced with a valid and enforceable
provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, unenforceable or void provision. The balance of this Warrant shall be enforceable in accordance with its terms. 

(h) Waiver of Jury Trial; Judicial Reference. EACH OF THE HOLDER AND THE COMPANY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS WARRANT. This paragraph shall not restrict the Holder or the Company from exercising remedies under
the Uniform Commercial Code or from exercising pre-judgment remedies under applicable law. 







 (i) Saturdays, Sundays and Holidays. If the last or appointed day for the taking of
any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or U.S. federal holiday, then such action may be taken or such right may be exercised on the next succeeding day that is not a Saturday, Sunday or U.S.
federal holiday. 
 (j) Rights and Obligations Survive Exercise of the Warrant. Except as otherwise provided herein, the rights
and obligations of the Company and the Holder under this Warrant shall survive exercise of this Warrant. 
 (k) Entire
Agreement. Except as expressly set forth herein, this Warrant (including the exhibits attached hereto) constitutes the entire agreement and understanding of the Company and the Holder with respect to the subject matter hereof and supersede
all prior agreements and understandings relating to the subject matter hereof. 
 (signature page follows) 







 The Company and the Holder sign this Warrant as of the date stated on the first page. 

 

			
	CONTRAFECT CORPORATION
		
	By:	 	  

	
	Name: Julia P. Gregory
	
	Title: Chief Executive Officer
	
	Address:
	
	28 Wells Avenue, Third Floor
	Yonkers, NY 10701


  

			
	AGREED AND ACKNOWLEDGED,
	
	[                    ]
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  

	
	Address:
	
	Fax number:
	
	Email address:

 Signature Page to Warrant 







 EXHIBIT A 

NOTICE OF EXERCISE 
  

	TO:	CONTRAFECT CORPORATION (the “Company”) 

  

	Attention:	Chief Executive Officer / Chief Financial Officer 

  

	(1)	Exercise. The undersigned elects to purchase the following pursuant to the terms of the attached warrant: 


 

					
	Number of shares:	 	  
	  	
			
	Type of security:	 	  
	  	


  

	(2)	Method of Exercise. The undersigned elects to exercise the attached warrant pursuant to: 

  

	 	 ̈	A cash payment, and tenders herewith payment of the purchase price for such shares in full, together with all applicable transfer taxes, if any. 


 

	(3)	Conditional Exercise. Is this a conditional exercise pursuant to Section 2(d): 

  

	 	 ̈	Yes              ̈       No 


If “Yes,” indicate the applicable condition: 

                       
                                         
                                         
                                         
                                         
                                         
           
  

	(4)	Stock Certificate. Please issue a certificate or certificates representing the shares in the name of: 

  

							
	 ̈    	  	The undersigned	  		  	
				
	 ̈	  	Other—Name:	  	  
	  	
				
		  	Address:	  	  
	  	
				
		  		  	  
	  	


  

	(5)	Unexercised Portion of the Warrant. Please issue a new warrant for the unexercised portion of the attached warrant in the name of: 


 

							
	 ̈    	  	The undersigned	  		  	
				
	 ̈	  	Other—Name:	  	  
	  	
				
		  	Address:	  	  
	  	
				
		  		  	  
	  	


  

	 	 ̈	Not applicable 









	(6)	Investment Intent. The undersigned represents and warrants that the aforesaid shares are being acquired for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in
connection with, the distribution thereof, and that the undersigned has no present intention of selling, granting any participation in, or otherwise distributing the shares, nor does it have any contract, undertaking, agreement or arrangement for
the same, and all representations and warranties of the undersigned set forth in Section 12 of the attached warrant are true and correct as of the date hereof. 


 

	(7)	Investment Representation Statement and Market Stand-Off Agreement. The undersigned has executed, and delivers herewith, and is in substantive agreement with all applicable provisions of, an Investment
Representation Statement and Market Stand-Off Agreement in a form substantially similar to the form attached to the warrant as Exhibit A-1. 

  

	(8)	Consent to Receipt of Electronic Notice. Subject to the limitations set forth in Delaware General Corporation Law §232(e), the undersigned consents to the delivery of any notice to stockholders given by the
Company under the Delaware General Corporation Law or the Company’s certificate of incorporation or bylaws by (i) facsimile telecommunication to the facsimile number provided below (or to any other facsimile number for the undersigned in
the Company’s records), (ii) electronic mail to the electronic mail address provided below (or to any other electronic mail address for the undersigned in the Company’s records), (iii) posting on an electronic network together
with separate notice to the undersigned of such specific posting or (iv) any other form of electronic transmission (as defined in the Delaware General Corporation Law) directed to the undersigned. This consent may be revoked by the undersigned
by written notice to the Company and may be deemed revoked in the circumstances specified in Delaware General Corporation Law §232. 

  

	
	  

	(Print name of the warrant holder)
	
	  

	(Signature)
	
	  

	(Name and title of signatory, if applicable)
	
	  

	(Date)
	
	  

	(Fax number)
	
	  

	(Email address)









 EXHIBIT A-l 

INVESTMENT REPRESENTATION STATEMENT 

AND 
 MARKET STAND-OFF
AGREEMENT 
  

			
	INVESTOR:	  	AS IDENTIFIED ON THE SIGNATURE PAGE HERETO
		
	COMPANY:	  	CONTRAFECT CORPORATION
		
	SECURITIES:	  	THE WARRANT ISSUED ON             (THE “WARRANT”) AND THE SECURITIES ISSUED OR ISSUABLE UPON EXERCISE THEREOF (INCLUDING UPON SUBSEQUENT CONVERSION
OF THOSE SECURITIES)
		
	DATE:	  	             
        


 In connection with the purchase or acquisition of the above-listed Securities, the undersigned investor (the
“Investor”) represents and warrants to, and agrees with, the Company as follows: 
 1. No Registration. The Investor
understands that the Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the
Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto. 

2. Investment Intent. The Investor is acquiring the Securities for investment for its own account, not as a nominee or agent, and not
with a view to, or for resale in connection with, any distribution thereof. The Investor has no present intention of selling, granting any participation in, or otherwise distributing the Securities, nor does it have any contract, undertaking,
agreement or arrangement for the same. 
 3. Investment Experience. The Investor has substantial experience in evaluating and
investing in private placement transactions of securities in companies similar to the Company, and has such knowledge and experience in financial or business matters so that it is capable of evaluating the merits and risks of its investment in the
Company and protecting its own interests. 
 4. Speculative Nature of Investment. The Investor understands and acknowledges that the
Company has a limited financial and operating history and that its investment in the Company is highly speculative and involves substantial risks. The Investor can bear the economic risk of its investment and is able, without impairing its financial
condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment. 
 5. Access to
Data. The Investor has had an opportunity to ask questions of officers of the Company, which questions were answered to its satisfaction. The Investor believes that it has received all the information that it considers necessary or appropriate
for deciding whether to acquire the Securities. The Investor understands that any such discussions, as well as any information issued by the Company, were intended to describe certain aspects of the Company’s business and prospects, but were
not necessarily a thorough or exhaustive description. The Investor acknowledges that any business plans prepared by the Company have been, and continue to be, subject to change and that any projections included in such business plans or otherwise
are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the projections will not materialize or will vary significantly from actual results. 







 6. Accredited Investor. The Investor represents that it is an “accredited
investor” within the meaning of Regulation D under the Securities Act and agrees to submit to the Company further assurances of such status as may be reasonably requested by the Company. 

7. Residency. The residency of the Investor (or, in the case of a partnership or corporation, such entity’s principal place of
business) is correctly set forth on the signature page hereto. 
 8. Restrictions on Resales. The Investor acknowledges that the
Securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Investor is aware of the provisions of Rule 144 promulgated under the Securities Act, which
permit resale of shares purchased in a private placement subject to the satisfaction of certain conditions, which may include, among other things, the availability of certain current public information about the Company; the resale occurring not
less than a specified period after a party has purchased and paid for the security to be sold; the number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “broker’s
transaction,” a transaction directly with a “market maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder); and the filing of a Form 144 notice, if applicable. The Investor acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time the
Investor wishes to sell the Securities and that, in such event, the Investor may be precluded from selling the Securities under Rule 144 even if the other applicable requirements of Rule 144 have been satisfied. The Investor understands
and acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Securities. The Investor understands
that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to
Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for those offers or sales and that those persons and the brokers who participate in the transactions do so at their own risk. 

9. No Public Market. The Investor understands and acknowledges that no public market now exists for any of the securities issued by the
Company and that the Company has made no assurances that a public market will ever exist for the Company’s securities. 
 10. Brokers
and Finders. The Investor has not engaged any brokers, finders or agents in connection with the Securities, and the Company has not incurred nor will incur, directly or indirectly, as a result of any action taken by the Investor, any liability
for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with the Securities. 
 11. Legal
Counsel. The Investor has had the opportunity to review the Warrant, the exhibits and schedules attached thereto and the transactions contemplated by the Warrant with its own legal counsel. The Investor is not relying on any statements or
representations of the Company or its agents for legal advice with respect to this investment or the transactions contemplated by the Warrant. 

12. Tax Advisors. The Investor has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences of
this investment and the transactions contemplated by the Warrant. With respect to such matters, the Investor relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The
Investor understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the Warrant. 







 13. Market Stand-off.  

(a) Agreement to Lock-Up in connection with IPO. The Investor agrees that the Investor shall not sell or otherwise transfer, make
any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, of any common stock (or other securities) of the Company held by the Investor (other than those
included in the registration) during the one hundred and eighty (180) day period following the effective date of the registration statement for the Company’s initial public offering filed under the Securities Act (or such other period as
may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the
restrictions contained in FINRA NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto). The obligations described in this section shall not apply to a registration relating solely to employee
benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer
instructions and may stamp each certificate with a legend with respect to the shares of common stock (or other securities) subject to the foregoing restriction until the end of such one hundred and eighty (180) day (or other) period. The
restrictions set forth in this Section 13 shall be applicable to the Investor only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all
stockholders individually owning more than two percent (2%) of the Company’s outstanding common stock (after giving effect to conversion into common stock of all outstanding preferred stock). The Investor agrees to execute a market
stand-off agreement with the underwriters in the offering in customary form consistent with the provisions of this section. Any discretionary waiver or termination by the Company or the underwriters of the restrictions of any or all of such
agreements with an officer or director of the Company or a stockholder individually holding greater than one percent (1%) of the Company’s outstanding capital stock, calculated on a fully-diluted basis, shall apply pro rata to all holders
subject to such agreements, based on the number of shares subject to such agreements. 
 (b) Agreement to Lock-Up in connection with
Form 10 Registration Statement. Upon the Company’s filing of a Form 10 registration statement, the Investor hereby agrees that it will not, without the prior written consent of the Company, during the period commencing on the date on
which the SEC informs the Company that it has completed its review of the Form 10 registration statement and ending 180 days following the Trading Date, (a) lend, offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or (b) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of common stock or other
securities, in cash or otherwise. The foregoing provisions shall not apply to (i) shares of common stock acquired in open market transactions after the Trading Date; (ii) transactions relating to shares of common stock purchased in
accordance with clause (i); (iii) in the case of an Investor that is an entity, a transfer by such Investor to its stockholders, members, partners or other equity holders, provided that no consideration is actually paid for such transfer;
(iv) a repurchase of common stock by the Company at a price no greater than that originally paid by such Investor for such common stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the
Company’s board of directors (the “Board of Directors”); (v) in the case of a Investor that is a natural person, a transfer of common stock made for bona fide estate planning purposes, either during
such Investor’s lifetime or on death by will or intestacy to his or her family members or any other person approved by the Board of Directors, or any custodian or trustee of any trust, partnership or limited liability company for the benefit
of, 







 
or the ownership interests of which are owned wholly by, such Investor or any such family members, provided in all cases referred to in this clause (v) that no consideration is actually paid
for such transfer and (vi) the receipt of a stock option, shares of restricted common stock or other awards, or the exercise of a stock option, granted under the Company’s 2008 Equity Incentive Plan, as amended, or other stock option plan
approved by a majority of the Board of Directors. The Investor further agrees to execute such agreements as may be reasonably requested by the Company that are consistent with the provisions of this section or that are necessary to give further
effect thereto. 
 (signature page follows) 







 The Investor is signing this Investment Representation Statement and Market Stand-Off Agreement
on the date first written above. 
  

	
	INVESTOR
	
	  

(Print name of the investor)

	
	  

(Signature)

	
	  

(Name and title of signatory, if applicable)

	
	  

(Street address)

	
	  

(City, state and ZIP)










 EXHIBIT B 

ASSIGNMENT FORM 
  

			
	ASSIGNOR:	  	AS IDENTIFIED ON THE SIGNATURE PAGE HERETO
		
	COMPANY:	  	CONTRAFECT CORPORATION
		
	WARRANT:	  	THE WARRANT TO PURCHASE SHARES OF COMMON STOCK ISSUED ON (THE “WARRANT”)

 DATE:                   
                             
  


	(1)	Assignment. The undersigned registered holder of the Warrant (“Assignor”) assigns and transfers to the assignee named below (“Assignee”) all of the rights of
Assignor under the Warrant, with respect to the number of shares set forth below: 

  

			
	Name of Assignee:	 	  

		
	 Address of Assignee:
	 	  

		
		 	  

		
	 Number of Shares Assigned:
	 	  


 and does irrevocably constitute and appoint
             as attorney to make such transfer on the books of ContraFect Corporation, maintained for the purpose, with full power of substitution in the premises. 

 

	(2)	Obligations of Assignee. Assignee agrees to take and hold the Warrant and any shares of stock to be issued upon exercise of the rights thereunder (and any shares issuable upon conversion thereof) (the
“Securities”) subject to, and to be bound by, the terms and conditions set forth in the Warrant to the same extent as if Assignee were the original holder thereof. 


 

	(3)	Investment Intent. Assignee represents and warrants that the Securities are being acquired for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with,
the distribution thereof, and that Assignee has no present intention of selling, granting any participation in, or otherwise distributing the shares, nor does it have any contract, undertaking, agreement or arrangement for the same, and all
representations and warranties set forth in Section 12 of the Warrant are true and correct as to Assignee as of the date hereof. 

  

	(4)	Investment Representation Statement and Market Stand-Off Agreement. Assignee has executed, and delivers herewith, and is in substantive agreement with all applicable provisions of, an Investment Representation
Statement and Market Stand-Off Agreement in a form substantially similar to the form attached to the Warrant as Exhibit A-1. 








 Assignor and Assignee are signing this Assignment Form on the date first set forth above. 

 

			
	ASSIGNOR	  	ASSIGNEE
		
	  
 (Print name of
Assignor)
	  	  
 (Print name
of Assignee)

		
	  
 (Signature of
Assignor)
	  	  
 (Signature
of Assignee)

		
	  
 (Print name of
signatory, if applicable)
	  	  
 (Print name
of signatory, if applicable)

		
	  
 (Print title of
signatory, if applicable)
	  	  
 (Print title
of signatory, if applicable)

		
	Address:	  	Address: