Exhibit 4.5 


 


CARA THERAPEUTICS, INC.


 


AND


 


                    ,
AS WARRANT AGENT


 


FORM OF PREFERRED STOCK


 


WARRANT AGREEMENT


 


DATED AS OF                             


 






    


     


    

 


 


CARA THERAPEUTICS,
INC.


 


FORM OF PREFERRED
STOCK WARRANT AGREEMENT


 


This
Preferred Stock Warrant Agreement (this “Agreement”), dated as of [•], between Cara
Therapeutics, Inc., a Delaware corporation (the “Company”), and [•], a [corporation] [national
banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent
(the “Warrant Agent”).


 


Whereas,
the Company proposes to sell [If Warrants are sold with other securities —[title of such other securities being offered] (the “Other
Securities”) with] warrant certificates evidencing one or more warrants (the “Warrants” or, individually,
a “Warrant”) representing the right to purchase [title of Preferred Stock purchasable through exercise of Warrants]
of the Company, par value $0.001 per share (the “Warrant Securities”), such warrant certificates and other warrant
certificates issued pursuant to this Agreement being herein called the “Warrant Certificates”; and


 


Whereas,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with
the issuance, registration, transfer, exchange, exercise and replacement of the Warrant Certificates, and in this Agreement wishes to
set forth, among other things, the form and provisions of the Warrant Certificates and the terms and conditions on which they may be issued,
registered, transferred, exchanged, exercised and replaced.


 


Now
Therefore, in consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows:


 


Article
1



ISSUANCE OF WARRANTS AND EXECUTION AND

DELIVERY OF WARRANT CERTIFICATES


 


1.1               
Issuance of Warrants. [If Warrants alone —Upon issuance, each Warrant Certificate shall evidence one or
more Warrants.] [If Other Securities and Warrants —Warrant Certificates will be issued in connection with the issuance
of the Other Securities but shall be separately transferable and each Warrant Certificate shall evidence one or more Warrants.] Each Warrant
evidenced thereby shall represent the right, subject to the provisions contained herein and therein, to purchase one Warrant Security.
[If Other Securities and Warrants —Warrant Certificates will be issued with the Other Securities and each Warrant
Certificate will evidence [•] Warrants for each [$[•] principal amount] [[•] shares] of Other Securities issued.]


 


1.2               
Execution and Delivery of Warrant Certificates. Each Warrant Certificate, whenever issued, shall be in registered form substantially
in the form set forth in Exhibit A hereto, shall be dated the date of its countersignature by the Warrant Agent and may have such
letters, numbers, or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon
as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are
not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any securities exchange on which the Warrants may be listed, or to conform to usage.
The Warrant Certificates shall be signed on behalf of the Company by any of its present or future chief executive officers, presidents,
senior vice presidents, vice presidents, chief financial officers, chief legal officers, treasurers, assistant treasurers, controllers,
assistant controllers, secretaries or assistant secretaries under its corporate seal reproduced thereon. Such signatures may be manual
or facsimile signatures of such authorized officers and may be imprinted or otherwise reproduced on the Warrant Certificates. The seal
of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Warrant
Certificates.


 






    


     


    

 


No Warrant Certificate shall
be valid for any purpose, and no Warrant evidenced thereby shall be exercisable, until such Warrant Certificate has been countersigned
by the manual signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company
shall be conclusive evidence that the Warrant Certificate so countersigned has been duly issued hereunder.


 


In case any officer of the
Company who shall have signed any of the Warrant Certificates either manually or by facsimile signature shall cease to be such officer
before the Warrant Certificates so signed shall have been countersigned and delivered by the Warrant Agent, such Warrant Certificates
may be countersigned and delivered notwithstanding that the person who signed such Warrant Certificates ceased to be such officer of the
Company; and any Warrant Certificate may be signed on behalf of the Company by such persons as, at the actual date of the execution of
such Warrant Certificate, shall be the proper officers of the Company, although at the date of the execution of this Agreement any such
person was not such officer.


 


The term “holder”
or “holder of a Warrant Certificate” as used herein shall mean any person in whose name at the time any Warrant
Certificate shall be registered upon the books to be maintained by the Warrant Agent for that purpose.


 


1.3               
Issuance of Warrant Certificates. Warrant Certificates evidencing the right to purchase Warrant Securities may be executed
by the Company and delivered to the Warrant Agent upon the execution of this Agreement or from time to time thereafter. The Warrant Agent
shall, upon receipt of Warrant Certificates duly executed on behalf of the Company, countersign such Warrant Certificates and shall deliver
such Warrant Certificates to or upon the order of the Company.


 


Article
2



WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS 


 


2.1               
Warrant Price. During the period specified in Section 2.2, each Warrant shall, subject to the terms of this Agreement
and the applicable Warrant Certificate, entitle the holder thereof to purchase the number of Warrant Securities specified in the applicable
Warrant Certificate at an exercise price of $[•] per Warrant Security, subject to adjustment upon the occurrence of certain events,
as hereinafter provided. Such purchase price per Warrant Security is referred to in this Agreement as the “Warrant Price.”


 


2.2               
Duration of Warrants. Each Warrant may be exercised in whole or in part at any time, as specified herein, on or after [the
date thereof] [•] and at or before [•] p.m., [City] time, on [•] or such later date as the Company may designate by
notice to the Warrant Agent and the holders of Warrant Certificates mailed to their addresses as set forth in the record books of the
Warrant Agent (the “Expiration Date”). Each Warrant not exercised at or before [•] p.m., [City] time,
on the Expiration Date shall become void, and all rights of the holder of the Warrant Certificate evidencing such Warrant under this Agreement
shall cease.


 


2.3               
Exercise of Warrants. 


 


(a)                During
the period specified in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in
registered form by providing certain information as set forth on the reverse side of the Warrant Certificate and by paying in full,
in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House
funds] [by bank wire transfer in immediately available funds] the Warrant Price for each Warrant Security with respect to which a
Warrant is being exercised to the Warrant Agent at its corporate trust office, provided that such exercise is subject to receipt
within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase
Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which
payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as
aforesaid, be deemed to be the date on which the Warrant is exercised; provided, however, that if, at the date of receipt of such
Warrant Certificates and payment in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the
exercise of such Warrants shall be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price
shall be effective to constitute the person so designated to be named as the holder of record of such Warrant Securities on such
date, but shall be effective to constitute such person as the holder of record of such Warrant Securities for all purposes at the
opening of business on the next succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise
of such Warrants shall be opened, and the certificates for the Warrant Securities in respect of which such Warrants are then
exercised shall be issuable as of the date on such next succeeding day on which the transfer books shall next be opened, and until
such date the Company shall be under no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit
all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the
Company by telephone at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited
to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing.


 






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(b)               
The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company of (i) the number of Warrant
Securities with respect to which Warrants were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing
such Warrants with respect to delivery of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery
of Warrant Certificates evidencing the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and
(iv) such other information as the Company shall reasonably require.


 


(c)                
As soon as practicable after the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the
Warrant Certificate evidencing such Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered
in such name or names as may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised,
the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate
evidencing Warrants for the number of Warrant Securities remaining unexercised.


 


(d)               
The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection
with any transfer involved in the issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall
not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established
to the Company’s satisfaction that no such tax or other charge is due.


 


(e)                
Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the Expiration
Date keep reserved, out of its authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of
the Warrants.


 


Article
3



OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF

WARRANT CERTIFICATES 


 


3.1               
No Rights as Warrant Securityholder Conferred by Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced
thereby shall entitle the holder thereof to any of the rights of a holder of Warrant Securities, including, without limitation, the right
to receive the payment of dividends or distributions, if any, on the Warrant Securities or to exercise any voting rights, except to the
extent expressly set forth in this Agreement or the applicable Warrant Certificate.


 


3.2                Lost,
Stolen, Mutilated or Destroyed Warrant Certificates. Upon receipt by the Warrant Agent of evidence reasonably satisfactory to it
and the Company of the ownership of and the loss, theft, destruction or mutilation of any Warrant Certificate and/or indemnity
reasonably satisfactory to the Warrant Agent and the Company and, in the case of mutilation, upon surrender of the mutilated Warrant
Certificate to the Warrant Agent for cancellation, then, in the absence of notice to the Company or the Warrant Agent that such
Warrant Certificate has been acquired by a bona fide purchaser, the Company shall execute, and an authorized officer of the Warrant
Agent shall manually countersign and deliver, in exchange for or in lieu of the lost, stolen, destroyed or mutilated Warrant
Certificate, a new Warrant Certificate of the same tenor and evidencing Warrants for a like number of Warrant Securities. Upon the
issuance of any new Warrant Certificate under this Section 3.2, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and
expenses of the Warrant Agent) in connection therewith. Every substitute Warrant Certificate executed and delivered pursuant to this
Section 3.2 in lieu of any lost, stolen or destroyed Warrant Certificate shall represent an additional contractual obligation
of the Company, whether or not the lost, stolen or destroyed Warrant Certificate shall be at any time enforceable by anyone, and
shall be entitled to the benefits of this Agreement equally and proportionately with any and all other Warrant Certificates duly
executed and delivered hereunder. The provisions of this Section 3.2 are exclusive and shall preclude (to the extent lawful)
all other rights and remedies with respect to the replacement of mutilated, lost, stolen or destroyed Warrant Certificates.


 


3.3               
Holder of Warrant Certificate May Enforce Rights. Notwithstanding any of the provisions of this Agreement, any holder of a
Warrant Certificate, without the consent of the Warrant Agent, the holder of any Warrant Securities or the holder of any other Warrant
Certificate, may, in such holder’s own behalf and for such holder’s own benefit, enforce, and may institute and maintain any
suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, such holder’s right to exercise
the Warrants evidenced by such holder’s Warrant Certificate in the manner provided in such holder’s Warrant Certificate and
in this Agreement.


 






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3.4               
Adjustments. 


 


(a)               
In case the Company shall at any time subdivide its outstanding shares of [title of Preferred Stock purchasable through exercise
of Warrants] into a greater number of shares, the Warrant Price in effect immediately prior to such subdivision shall be proportionately
reduced and the number of Warrant Securities purchasable under the Warrants shall be proportionately increased. Conversely, in case the
outstanding shares of [title of Preferred Stock purchasable through exercise of Warrants] shall be combined into a smaller number of shares,
the Warrant Price in effect immediately prior to such combination shall be proportionately increased and the number of Warrant Securities
purchasable under the Warrants shall be proportionately decreased.


 


(b)               
If at any time or from time to time the holders of [title of Preferred Stock purchasable through exercise of Warrants] (or
any shares of stock or other securities at the time receivable upon the exercise of the Warrants) shall have received or become entitled
to receive, without payment therefore,


 


(i)                
[title of Preferred Stock purchasable through exercise of Warrants] or any shares of stock or other securities which are at
any time directly or indirectly convertible into or exchangeable for [title of Preferred Stock purchasable through exercise of Warrants],
or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution;


 


(ii)               
any cash paid or payable otherwise than in accordance with the terms of [title of Preferred Stock purchasable through exercise
of Warrants] or as a cash dividend paid or payable out of the Company’s current or retained earnings;


 


(iii)              
any evidence of the Company’s indebtedness or rights to subscribe for or purchase the Company’s indebtedness; or


 


(iv)              
[title of Preferred Stock purchasable through exercise of Warrants] or additional stock or other securities or property (including
cash) by way of spinoff, split-up, reclassification, combination of shares or similar corporate rearrangement (other than shares of [title
of Preferred Stock purchasable through exercise of Warrants] issued as a stock split or adjustments in respect of which shall be covered
by the terms of Section 3.4(a) above), then and in each such case, the holder of each Warrant shall, upon the exercise of the Warrant,
be entitled to receive, in addition to the number of Warrant Securities receivable thereupon, and without payment of any additional consideration
therefore, the amount of stock and other securities and property (including cash and indebtedness or rights to subscribe for or purchase
indebtedness) which such holder would hold on the date of such exercise had such holder been the holder of record of such Warrant Securities
as of the date on which holders of [title of Preferred Stock purchasable through exercise of Warrants] received or became entitled to
receive such shares or all other additional stock and other securities and property.


 


(c)                 In
case of (i) any reclassification, capital reorganization, or change in the [title of Preferred Stock purchasable through
exercise of Warrants] of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in
Section 3.4(a) or Section 3.4(b) above), (ii) share exchange, merger or similar transaction of the Company with or into
another person or entity (other than a share exchange, merger or similar transaction in which the Company is the acquiring or
surviving corporation and which does not result in any change in the [title of Preferred Stock purchasable through exercise of
Warrants] other than the issuance of additional shares of [title of Preferred Stock purchasable through exercise of Warrants]) or
(iii) the sale, exchange, lease, transfer or other disposition of all or substantially all of the properties and assets of the
Company as an entirety (in any such case, a “Reorganization Event”), then, as a condition of such
Reorganization Event, lawful provisions shall be made, and duly executed documents evidencing the same from the Company or its
successor shall be delivered to the holders of the Warrants, so that the holders of the Warrants shall have the right at any time
prior to the expiration of the Warrants to purchase, at a total price equal to that payable upon the exercise of the Warrants, the
kind and amount of shares of stock and other securities and property receivable in connection with such Reorganization Event by a
holder of the same number of shares of [title of Preferred Stock purchasable through exercise of Warrants] as were purchasable by
the holders of the Warrants immediately prior to such Reorganization Event. In any such case appropriate provisions shall be made
with respect to the rights and interests of the holders of the Warrants so that the provisions hereof shall thereafter be applicable
with respect to any shares of stock or other securities and property deliverable upon exercise the Warrants, and appropriate
adjustments shall be made to the Warrant Price payable hereunder provided the aggregate purchase price shall remain the same. In the
case of any transaction described in clauses (ii) and (iii) above, the Company shall thereupon be relieved of any further
obligation hereunder or under the Warrants, and the Company as the predecessor corporation may thereupon or at any time thereafter
be dissolved, wound up or liquidated. Such successor or assuming entity thereupon may cause to be signed, and may issue either in
its own name or in the name of the Company, any or all of the Warrants issuable hereunder which heretofore shall not have been
signed by the Company, and may execute and deliver securities in its own name, in fulfillment of its obligations to deliver Warrant
Securities upon exercise of the Warrants. All the Warrants so issued shall in all respects have the same legal rank and benefit
under this Agreement as the Warrants theretofore or thereafter issued in accordance with the terms of this Agreement as though all
of such Warrants had been issued at the date of the execution hereof. In any case of any such Reorganization Event, such changes in
phraseology and form (but not in substance) may be made in the Warrants thereafter to be issued as may be appropriate. The Warrant
Agent may receive a written opinion of legal counsel as conclusive evidence that any such Reorganization Event complies with the
provisions of this Section 3.4.


 






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(d)               
The Company may, at its option, at any time until the Expiration Date, reduce the then current Warrant Price to any amount
deemed appropriate by the Board of Directors of the Company for any period not exceeding twenty consecutive days (as evidenced in a resolution
adopted by such Board of Directors), but only upon giving the notices required by Section 3.5 at least ten days prior to taking such
action.


 


(e)                
Except as herein otherwise expressly provided, no adjustment in the Warrant Price shall be made by reason of the issuance of
any securities of the Company or for any other reason whatsoever.


 


(f)                
No fractional Warrant Securities shall be issued upon the exercise of Warrants. If more than one Warrant shall be exercised
at one time by the same holder, the number of full Warrant Securities which shall be issuable upon such exercise shall be computed on
the basis of the aggregate number of Warrant Securities purchased pursuant to the Warrants so exercised. Instead of any fractional Warrant
Security which would otherwise be issuable upon exercise of any Warrant, the Company shall pay a cash adjustment in respect of such fraction
in an amount equal to the same fraction of the last reported sale price (or bid price if there were no sales) per Warrant Security, in
either case as reported on the principal registered national securities exchange on which the Warrant Securities are listed or admitted
to trading on the business day that next precedes the day of exercise or, if the Warrant Securities are not then listed or admitted to
trading on any registered national securities exchange, the average of the closing high bid and low asked prices as reported on the OTC
Bulletin Board Service (the “OTC Bulletin Board”) operated by the Financial Industry Regulatory Authority, Inc.
(“FINRA”) or, if not available on the OTC Bulletin Board, then the average of the closing high bid and low asked
prices as reported on any other U.S. quotation medium or inter-dealer quotation system on such date, or if on any such date the Warrant
Securities are not listed or admitted to trading on a registered national securities exchange, are not included in the OTC Bulletin Board,
and are not quoted on any other U.S. quotation medium or inter-dealer quotation system, an amount equal to the same fraction of the average
of the closing bid and asked prices as furnished by any FINRA member firm selected from time to time by the Company for that purpose at
the close of business on the business day that next precedes the day of exercise.


 


(g)               
 Whenever the Warrant Price then in effect is adjusted as herein provided, the Company shall mail to each holder of the Warrants
at such holder’s address as it shall appear on the books of the Company a statement setting forth the adjusted Warrant Price then
and thereafter effective under the provisions hereof, together with the facts, in reasonable detail, upon which such adjustment is based.


 


(h)               
Notwithstanding anything to the contrary herein, in no event shall the Warrant Price, as adjusted in accordance with the terms
hereof, be less than the par value per share of [title of Preferred Stock purchasable through exercise of Warrants].


 


3.5               
Notice to Warrantholders. In case the Company shall (a) effect any dividend or distribution described in Section 3.4(b),
(b) effect any Reorganization Event, (c) make any distribution on or in respect of the [title of Preferred Stock purchasable through
exercise of Warrants] in connection with the dissolution, liquidation or winding up of the Company, or (d) reduce the then current
Warrant Price pursuant to Section 3.4(d), then the Company shall mail to each holder of Warrants at such holder’s address as
it shall appear on the books of the Warrant Agent, at least ten days prior to the applicable date hereinafter specified, a notice stating
(x) the record date for such dividend or distribution, or, if a record is not to be taken, the date as of which the holders of record
of [title of Preferred Stock purchasable through exercise of Warrants] that will be entitled to such dividend or distribution are to be
determined, (y) the date on which such Reorganization Event, dissolution, liquidation or winding up is expected to become effective,
and the date as of which it is expected that holders of [title of Preferred Stock purchasable through exercise of Warrants] of record
shall be entitled to exchange their shares of [title of Preferred Stock purchasable through exercise of Warrants] for securities or other
property deliverable upon such Reorganization Event, dissolution, liquidation or winding up, or (z) the first date on which the then
current Warrant Price shall be reduced pursuant to Section 3.4(d). No failure to mail such notice nor any defect therein or in the
mailing thereof shall affect any such transaction or any adjustment in the Warrant Price required by Section 3.4.


 






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3.6               
[If the Warrants are Subject to Acceleration by the Company, Insert — Acceleration of Warrants by the Company.


 


(a)               
At any time on or after [•], the Company shall have the right to accelerate any or all Warrants at any time by causing
them to expire at the close of business on the day next preceding a specified date (the “Acceleration Date”),
if the Market Price (as hereinafter defined) of the [title of Preferred Stock purchasable through exercise of Warrants] equals or exceeds
[•] percent ([•]%) of the then effective Warrant Price on any twenty Trading Days (as hereinafter defined) within a period
of thirty consecutive Trading Days ending no more than five Trading Days prior to the date on which the Company gives notice to the Warrant
Agent of its election to accelerate the Warrants.


 


(b)               
“Market Price” for each Trading Day shall be, if the [title of Preferred Stock purchasable through
exercise of Warrants] is listed or admitted to trading on any registered national securities exchange, the last reported sale price, regular
way (or, if no such price is reported, the average of the reported closing bid and asked prices, regular way) of [title of Preferred Stock
purchasable through exercise of Warrants], in either case as reported on the principal registered national securities exchange on which
the [title of Preferred Stock purchasable through exercise of Warrants] is listed or admitted to trading or, if not listed or admitted
to trading on any registered national securities exchange, the average of the closing high bid and low asked prices as reported on the
OTC Bulletin Board operated by FINRA, or if not available on the OTC Bulletin Board, then the average of the closing high bid and low
asked prices as reported on any other U.S. quotation medium or inter-dealer quotation system, or if on any such date the shares of [title
of Preferred Stock purchasable through exercise of Warrants] are not listed or admitted to trading on a registered national securities
exchange, are not included in the OTC Bulletin Board, and are not quoted on any other U.S. quotation medium or inter-dealer quotation
system, the average of the closing bid and asked prices as furnished by any FINRA member firm selected from time to time by the Company
for that purpose. “Trading Day” shall be each Monday through Friday, other than any day on which securities
are not traded in the system or on the exchange that is the principal market for the [title of Preferred Stock purchasable through exercise
of Warrants], as determined by the Board of Directors of the Company. In the event of an acceleration of less than all of the Warrants,
the Warrant Agent shall select the Warrants to be accelerated by lot, pro rata or in such other manner as it deems, in its discretion,
to be fair and appropriate.


 


(c)               
 Notice of an acceleration specifying the Acceleration Date shall be sent by mail first class, postage prepaid, to each registered
holder of a Warrant Certificate representing a Warrant accelerated at such holder’s address appearing on the books of the Warrant
Agent not more than sixty days nor less than thirty days before the Acceleration Date. Such notice of an acceleration also shall be given
no more than twenty days, and no less than ten days, prior to the mailing of notice to registered holders of Warrants pursuant to this
Section 3.6, by publication at least once in a newspaper of general circulation in the City of New York.


 


(d)               
Any Warrant accelerated may be exercised until [•] p.m., [City] time, on the business day next preceding the Acceleration
Date. The Warrant Price shall be payable as provided in Section 2.]


 






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Article
4



EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES 


 


4.1               
Exchange and Transfer of Warrant Certificates. Upon surrender at the corporate trust office of the Warrant Agent, Warrant Certificates
evidencing Warrants may be exchanged for Warrant Certificates in other denominations evidencing such Warrants or the transfer thereof
may be registered in whole or in part; provided that such other Warrant Certificates evidence Warrants for the same aggregate number of
Warrant Securities as the Warrant Certificates so surrendered. The Warrant Agent shall keep, at its corporate trust office, books in which,
subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and exchanges and transfers of outstanding
Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office for exchange or registration
of transfer, properly endorsed or accompanied by appropriate instruments of registration of transfer and written instructions for transfer,
all in form satisfactory to the Company and the Warrant Agent. No service charge shall be made for any exchange or registration of transfer
of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental
charge that may be imposed in connection with any such exchange or registration of transfer. Whenever any Warrant Certificates are so
surrendered for exchange or registration of transfer, an authorized officer of the Warrant Agent shall manually countersign and deliver
to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as
so requested. The Warrant Agent shall not be required to effect any exchange or registration of transfer which will result in the issuance
of a Warrant Certificate evidencing a Warrant for a fraction of a Warrant Security or a number of Warrants for a whole number of Warrant
Securities and a fraction of a Warrant Security. All Warrant Certificates issued upon any exchange or registration of transfer of Warrant
Certificates shall be the valid obligations of the Company, evidencing the same obligations and entitled to the same benefits under this
Agreement as the Warrant Certificate surrendered for such exchange or registration of transfer.


 


4.2               
Treatment of Holders of Warrant Certificates. The Company, the Warrant Agent and all other persons may treat the registered
holder of a Warrant Certificate as the absolute owner thereof for any purpose and as the person entitled to exercise the rights represented
by the Warrants evidenced thereby, any notice to the contrary notwithstanding.


 


4.3               
Cancellation of Warrant Certificates. Any Warrant Certificate surrendered for exchange, registration of transfer or exercise
of the Warrants evidenced thereby shall, if surrendered to the Company, be delivered to the Warrant Agent and all Warrant Certificates
surrendered or so delivered to the Warrant Agent shall be promptly canceled by the Warrant Agent and shall not be reissued and, except
as expressly permitted by this Agreement, no Warrant Certificate shall be issued hereunder in exchange therefor or in lieu thereof. The
Warrant Agent shall deliver to the Company from time to time or otherwise dispose of canceled Warrant Certificates in a manner satisfactory
to the Company.


 


Article
5



CONCERNING THE WARRANT AGENT 


 


5.1                Warrant
Agent. The Company hereby appoints [•] as Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates upon the terms and subject to the conditions herein set forth, and [•] hereby accepts such appointment. The
Warrant Agent shall have the powers and authority granted to and conferred upon it in the Warrant Certificates and hereby and such
further powers and authority to act on behalf of the Company as the Company may hereafter grant to or confer upon it. All of the
terms and provisions with respect to such powers and authority contained in the Warrant Certificates are subject to and governed by
the terms and provisions hereof.


 






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5.2               
Conditions of Warrant Agent’s Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms
and conditions hereof, including the following to all of which the Company agrees and to all of which the rights hereunder of the holders
from time to time of the Warrant Certificates shall be subject:


 


(a)               
Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation to be agreed upon with
the Company for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including
reasonable counsel fees) incurred without negligence, bad faith or willful misconduct by the Warrant Agent in connection with the services
rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against,
any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Warrant Agent, arising
out of or in connection with its acting as Warrant Agent hereunder, including the reasonable costs and expenses of defending against any
claim of such liability.


 


(b)               
Agent for the Company. In acting under this Agreement and in connection with the Warrant Certificates, the Warrant Agent is
acting solely as agent of the Company and does not assume any obligations or relationship of agency or trust for or with any of the holders
of Warrant Certificates or beneficial owners of Warrants.


 


(c)               
Counsel. The Warrant Agent may consult with counsel satisfactory to it, which may include counsel for the Company, and the
written advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in accordance with the advice of such counsel.


 


(d)               
Documents. The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted
by it in reliance upon any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document
reasonably believed by it to be genuine and to have been presented or signed by the proper parties.


 


(e)               
Certain Transactions. The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any
interest in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent
permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act
on, or as depositary, trustee or agent for, any committee or body of holders of Warrant Securities or other obligations of the Company
as freely as if it were not the Warrant Agent hereunder. Nothing in this Agreement shall be deemed to prevent the Warrant Agent from acting
as trustee under any indenture to which the Company is a party.


 


(f)                
No Liability for Interest. Unless otherwise agreed with the Company, the Warrant Agent shall have no liability for interest
on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Warrant Certificates.


 


(g)               
No Liability for Invalidity. The Warrant Agent shall have no liability with respect to any invalidity of this Agreement or
any of the Warrant Certificates (except as to the Warrant Agent’s countersignature thereon).


 


(h)               
No Responsibility for Representations. The Warrant Agent shall not be responsible for any of the recitals or representations
herein or in the Warrant Certificates (except as to the Warrant Agent’s countersignature thereon), all of which are made solely
by the Company.


 






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(i)                 No
Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are herein and in the Warrant
Certificates specifically set forth and no implied duties or obligations shall be read into this Agreement or the Warrant
Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may
tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion,
assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any of
the Warrant Certificates authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the
application by the Company of the proceeds of the Warrant Certificates. The Warrant Agent shall have no duty or responsibility in
case of any default by the Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates
or in the case of the receipt of any written demand from a holder of a Warrant Certificate with respect to such default, including,
without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at
law or otherwise or, except as provided in Section 6.2 hereof, to make any demand upon the Company.


 


5.3               
Resignation, Removal and Appointment of Successors. 


 


(a)               
The Company agrees, for the benefit of the holders from time to time of the Warrant Certificates, that there shall at all times
be a Warrant Agent hereunder until all the Warrants have been exercised or are no longer exercisable.


 


(b)               
The Warrant Agent may at any time resign as agent by giving written notice to the Company of such intention on its part, specifying
the date on which its desired resignation shall become effective; provided that such date shall not be less than three months after the
date on which such notice is given unless the Company otherwise agrees. The Warrant Agent hereunder may be removed at any time by the
filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the intended date when
it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided,
of a successor Warrant Agent (which shall be a bank or trust company authorized under the laws of the jurisdiction of its organization
to exercise corporate trust powers) and the acceptance of such appointment by such successor Warrant Agent. The obligation of the Company
under Section 5.2(a) shall continue to the extent set forth therein notwithstanding the resignation or removal of the Warrant Agent.


 


(c)                
In case at any time the Warrant Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged
a bankrupt or insolvent, or shall commence a voluntary case under the Federal bankruptcy laws, as now or hereafter constituted, or under
any other applicable Federal or state bankruptcy, insolvency or similar law or shall consent to the appointment of or taking possession
by a receiver, custodian, liquidator, assignee, trustee, sequestrator (or other similar official) of the Warrant Agent or its property
or affairs, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally
as they become due, or shall take corporate action in furtherance of any such action, or a decree or order for relief by a court having
jurisdiction in the premises shall have been entered in respect of the Warrant Agent in an involuntary case under the Federal bankruptcy
laws, as now or hereafter constituted, or any other applicable Federal or state bankruptcy, insolvency or similar law, or a decree or
order by a court having jurisdiction in the premises shall have been entered for the appointment of a receiver, custodian, liquidator,
assignee, trustee, sequestrator (or similar official) of the Warrant Agent or of its property or affairs, or any public officer shall
take charge or control of the Warrant Agent or of its property or affairs for the purpose of rehabilitation, conservation, winding up
or liquidation, a successor Warrant Agent, qualified as aforesaid, shall be appointed by the Company by an instrument in writing, filed
with the successor Warrant Agent. Upon the appointment as aforesaid of a successor Warrant Agent and acceptance by the successor Warrant
Agent of such appointment, the Warrant Agent shall cease to be Warrant Agent hereunder.


 


(d)               
Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Company
an instrument accepting such appointment hereunder, and thereupon such successor Warrant Agent, without any further act, deed or conveyance,
shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect
as if originally named as Warrant Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall
thereupon become obligated to transfer, deliver and pay over, and such successor Warrant Agent shall be entitled to receive, all monies,
securities and other property on deposit with or held by such predecessor, as Warrant Agent hereunder.


 


(e)                
 Any corporation into which the Warrant Agent hereunder may be merged or converted or any corporation with which the Warrant
Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall
be a party, or any corporation to which the Warrant Agent shall sell or otherwise transfer all or substantially all the assets and business
of the Warrant Agent, provided that it shall be qualified as aforesaid, shall be the successor Warrant Agent under this Agreement without
the execution or filing of any paper or any further act on the part of any of the parties hereto.


 






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Article
6



MISCELLANEOUS 


 


6.1               
Amendment. This Agreement may be amended by the parties hereto, without the consent of the holder of any Warrant Certificate,
for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein, or making
any other provisions with respect to matters or questions arising under this Agreement as the Company and the Warrant Agent may deem necessary
or desirable; provided that such action shall not materially adversely affect the interests of the holders of the Warrant Certificates.


 


6.2               
Notices and Demands to the Company and Warrant Agent. If the Warrant Agent shall receive any notice or demand addressed to
the Company by the holder of a Warrant Certificate pursuant to the provisions of the Warrant Certificates, the Warrant Agent shall promptly
forward such notice or demand to the Company.


 


6.3               
Addresses. Any communication from the Company to the Warrant Agent with respect to this Agreement shall be addressed to [•],
Attention: [•] and any communication from the Warrant Agent to the Company with respect to this Agreement shall be addressed to
Cara Therapeutics, Inc. 4 Stamford Plaza, 107 Elm Street, 9th Floor, Stamford, Connecticut 06902, Attention: [•] (or
such other address as shall be specified in writing by the Warrant Agent or by the Company).


 


6.4               
Governing Law. This Agreement and each Warrant Certificate issued hereunder shall be governed by and construed in accordance
with the laws of the State of New York.


 


6.5               
Delivery of Prospectus. The Company shall furnish to the Warrant Agent sufficient copies of a prospectus meeting the requirements
of the Securities Act of 1933, as amended, relating to the Warrant Securities deliverable upon exercise of the Warrants (the “Prospectus”),
and the Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent will deliver to the holder of the Warrant Certificate
evidencing such Warrant, prior to or concurrently with the delivery of the Warrant Securities issued upon such exercise, a Prospectus.
The Warrant Agent shall not, by reason of any such delivery, assume any responsibility for the accuracy or adequacy of such Prospectus.


 


6.6               
Obtaining of Governmental Approvals. The Company will from time to time take all action which may be necessary to obtain and
keep effective any and all permits, consents and approvals of governmental agencies and authorities and securities act filings under United
States Federal and state laws (including without limitation a registration statement in respect of the Warrants and Warrant Securities
under the Securities Act of 1933, as amended), which may be or become requisite in connection with the issuance, sale, transfer, and delivery
of the Warrant Securities issued upon exercise of the Warrants, the issuance, sale, transfer and delivery of the Warrants or upon the
expiration of the period during which the Warrants are exercisable.


 


6.7               
Persons Having Rights Under the Agreement. Nothing in this Agreement shall give to any person other than the Company, the Warrant
Agent and the holders of the Warrant Certificates any right, remedy or claim under or by reason of this Agreement.


 


6.8               
Headings. The descriptive headings of the several Articles and Sections of this Agreement are inserted for convenience only
and shall not control or affect the meaning or construction of any of the provisions hereof.


 


6.9               
 Counterparts. This Agreement may be executed in any number of counterparts, each of which as so executed shall be deemed to
be an original, but such counterparts shall together constitute but one and the same instrument.


 


6.10             
Inspection of Agreement. A copy of this Agreement shall be available at all reasonable times at the principal corporate trust
office of the Warrant Agent for inspection by the holder of any Warrant Certificate. The Warrant Agent may require such holder to submit
such holder’s Warrant Certificate for inspection by it.


 






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In
Witness Whereof, the parties hereto have caused this Agreement to be duly executed as of the day and year first above
written.


 


	 	Cara Therapeutics, Inc., as Company
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	Attest:	 
	 	 	 




 


	 	Countersigned
	 	 
	 	[·], as Warrant Agent
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	Attest:	 
	 	 	 




 


[SIGNATURE
PAGE TO
CARA THERAPEUTICS,
INC. PREFERRED
STOCK WARRANT
AGREEMENT]


  






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Exhibit A


 


FORM OF WARRANT
CERTIFICATE

[FACE OF WARRANT CERTIFICATE]


 


	[Form of Legend if Warrants are not immediately exercisable.]	 	[Prior to [•], Warrants evidenced by this Warrant Certificate cannot be exercised.]



 


EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN


 


VOID AFTER [•] P.M., [City] time, ON [•].








 



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Cara Therapeutics, Inc.


WARRANT CERTIFICATE REPRESENTING 


WARRANTS TO PURCHASE 


[TITLE OF WARRANT SECURITIES]


 


	No. [•]	 	[•] Warrants


 


This certifies that [•]
or registered assigns is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner to purchase,
at any time [after [•] p.m., [City] time, [on [•] and] on or before [•] p.m., [City] time, on [•], [•] shares
of [TITLE OF WARRANT SECURITIES], par value $0.001 per share (the “Warrant Securities”), of Cara Therapeutics,
Inc. (the “Company”) on the following basis: during the period from [•], through and including [•],
the exercise price per Warrant Security will be $[•], subject to adjustment as provided in the Warrant Agreement (as hereinafter
defined) (the “Warrant Price”). The Holder may exercise the Warrants evidenced hereby by providing certain information
set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by certified check or
official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], the Warrant Price for each
Warrant Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter defined) and by surrendering this
Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate trust office of [name of Warrant Agent],
or its successor as warrant agent (the “Warrant Agent”), which is, on the date hereof, at the address specified
on the reverse hereof, and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter
defined).


 


The term “Holder”
as used herein shall mean the person in whose name at the time this Warrant Certificate shall be registered upon the books to be maintained
by the Warrant Agent for that purpose pursuant to Section 4 of the Warrant Agreement.


 


The Warrants evidenced by
this Warrant Certificate may be exercised to purchase a whole number of Warrant Securities in registered form. Upon any exercise of fewer
than all of the Warrants evidenced by this Warrant Certificate, there shall be issued to the Holder hereof a new Warrant Certificate evidencing
Warrants for the number of Warrant Securities remaining unexercised.


 


This Warrant Certificate is
issued under and in accordance with the Warrant Agreement dated as of [•] (the “Warrant Agreement”), between
the Company and the Warrant Agent and is subject to the terms and provisions contained in the Warrant Agreement, to all of which terms
and provisions the Holder of this Warrant Certificate consents by acceptance hereof. Copies of the Warrant Agreement are on file at the
above-mentioned office of the Warrant Agent.


 


Transfer of this Warrant Certificate
may be registered when this Warrant Certificate is surrendered at the corporate trust office of the Warrant Agent by the registered owner
or such owner’s assigns, in the manner and subject to the limitations provided in the Warrant Agreement.


 


After countersignature by
the Warrant Agent and prior to the expiration of this Warrant Certificate, this Warrant Certificate may be exchanged at the corporate
trust office of the Warrant Agent for Warrant Certificates representing Warrants for the same aggregate number of Warrant Securities.


 


This Warrant Certificate shall
not entitle the Holder hereof to any of the rights of a holder of the Warrant Securities, including, without limitation, the right to
receive payments of dividends or distributions, if any, on the Warrant Securities (except to the extent set forth in the Warrant Agreement)
or to exercise any voting rights.


 


Reference is hereby made to
the further provisions of this Warrant Certificate set forth on the reverse hereof, which further provisions shall for all purposes have
the same effect as if set forth at this place.


 





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


 









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In
Witness Whereof, the Company has caused this Warrant to be executed in its name and on its behalf by the facsimile signatures
of its duly authorized officers.


 


	Dated:                    	 
	 	 
	 	Cara Therapeutics, Inc., as Company
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	Attest:	 
	 	 	 




 


	 	Countersigned
	 	 
	 	[·], as Warrant Agent
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	Attest:	 
	 	 	 




 






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[REVERSE OF WARRANT
CERTIFICATE]


 


(Instructions
for Exercise of Warrant) 


 


To exercise any Warrants evidenced
hereby for Warrant Securities (as hereinafter defined), the Holder must pay, in lawful money of the United States of America, [in cash
or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds],
the Warrant Price in full for Warrants exercised, to [•] [address of Warrant Agent], Attention: [•], which payment must specify
the name of the Holder and the number of Warrants exercised by such Holder. In addition, the Holder must complete the information required
below and present this Warrant Certificate in person or by mail (certified or registered mail is recommended) to the Warrant Agent at
the appropriate address set forth above. This Warrant Certificate, completed and duly executed, must be received by the Warrant Agent
within five business days of the payment.


 


(To be executed upon exercise
of Warrants)


 


The undersigned hereby irrevocably
elects to exercise              Warrants, evidenced by this Warrant Certificate,
to purchase              shares of the [TITLE OF WARRANT SECURITIES], par
value $0.001 per share (the “Warrant Securities”), of Cara Therapeutics, Inc. and represents that the undersigned
has tendered payment for such Warrant Securities, in lawful money of the United States of America, [in cash or by certified check or official
bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds], to the order of Cara Therapeutics,
Inc., c/o [insert name and address of Warrant Agent], in the amount of $            
in accordance with the terms hereof. The undersigned requests that said Warrant Securities be in fully registered form in the authorized
denominations, registered in such names and delivered all as specified in accordance with the instructions set forth below.


 


If the number of Warrants
exercised is less than all of the Warrants evidenced hereby, the undersigned requests that a new Warrant Certificate evidencing the Warrants
for the number of Warrant Securities remaining unexercised be issued and delivered to the undersigned unless otherwise specified in the
instructions below.


 


	Dated:	 	 	Name:	 
	 	 	Please Print




 


	Address:	 




 


	 	 	 
	(Insert Social Security or Other Identifying Number of Holder)	 




 


	Signature Guaranteed:	 	 
	 	Signature	 




 


(Signature must conform in all
respects to name of holder as specified on the face of this Warrant Certificate and must bear a signature guarantee by a FINRA member
firm).


 


This Warrant may be exercised
at the following addresses: By hand at:


 


[•]


 


By mail at:


 


[Instructions as to form and
delivery of Warrant Securities and, if applicable, Warrant Certificates evidencing Warrants for the number of Warrant Securities remaining
unexercised—complete as appropriate.]


 






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ASSIGNMENT


 


[Form of assignment to be executed
if Warrant Holder desires to transfer Warrant]


 


For
Value Received,             hereby sells, assigns and transfers unto:


 


	 	 	 
	(Please print name and address including zip code)	 	Please print Social Security or other identifying number




 


the right represented by the
within Warrant to purchase                  shares of
[Title of Warrant Securities] of Cara Therapeutics, Inc. to which the within Warrant relates and appoints              attorney to transfer such right
on the books of the Warrant Agent with full power of substitution in the premises.


 


	Dated:	 	 	Name:	 
	 	 	Signature




 


(Signature must conform in all
respects to name of holder as specified on the face of the Warrant)


 


	Signature Guaranteed	 
	 	 




 






    4