Exhibit 4.1


 


NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH
THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS.


 


	SERIES B WARRANT NO. 2021-[______]	NUMBER
OF SHARES: [_______]
	DATE OF ISSUANCE: [__], 2021	(subject
to adjustment hereunder)
	EXPIRATION DATE: [__], 2024	 



 


SERIES B WARRANT TO PURCHASE SHARES


OF COMMON STOCK OF


IMMUNOME, INC.


 


This
Series B Warrant (the “Warrant”) is issued by Immunome, Inc., a Delaware corporation (the “Company”),
to [________] (including any successors or assigns, the “Holder”), and is subject to the terms and conditions set forth
below. The Warrant is being issued pursuant to a Warrant Agreement between the Company and American Stock Transfer & Trust
Company, LLC (the “Warrant Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings
set forth in that certain Securities Purchase Agreement dated as of [__], 2021, among the Company and the purchasers signatory thereto
(the “Purchase Agreement”).


 


1.     EXERCISE
OF WARRANT.


 


(a)            Number
and Exercise Price of Warrant Shares; Expiration Date. Subject to the terms and conditions set forth herein, the Holder is entitled
to purchase from the Company at any time on or after [__], 20211
and on or prior to 5:00 p.m. (New York City time) on [__], 20242
(the “Expiration Date”) but not thereafter, up to [______] shares of the Company’s Common Stock, $0.0001 par
value per share (the “Common Stock”) (as adjusted from time to time pursuant to the provisions of this Warrant) (the
 “Warrant Shares”), at a purchase price of $45.00 per share (the “Exercise Price”).


 





 






1 Note to Draft: To be the Closing Date


2 Note to Draft: To be the 3 year anniversary of the Closing Date


 






    	 	1	 



     


    

 


(b)            Method
of Exercise. While this Warrant remains outstanding and exercisable in accordance with Section 1(a) above, the Holder may
exercise this Warrant in whole or in part in accordance with Section 5 by paying the Exercise Price by wire transfer to the Company
or cashier’s check drawn on a United States bank made payable to the order of the Company.


 


(c)            Call
Provision. Subject to the provisions of Section 5(c) and this Section 1(c), if, following the effectiveness of the
Registration Statement (the “Effective Date”), (i) the closing price per share of the Common Stock for any 20
trading days during any 30 trading day period (the “Measurement Period”) exceeds $55.00 (subject to adjustment for
forward and reverse stock splits, recapitalizations, stock dividends and the like after the date of issuance of this Warrant (the “Date
of Issuance”)) and (ii) the Holder is not in possession of any information that constitutes material non-public information
which was provided by (or on behalf of) the Company, then the Company may, within five (5) trading days of the end of such Measurement
Period, call for cancellation of up to 100% of the Warrant Shares represented by this Warrant for which an Exercise Notice (as defined
below) has not yet been delivered (such right, a “Call”). The consideration for the Call shall be equal to $0.0001
per Warrant Share. To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a “Call Notice”),
indicating therein the portion of this Warrant to which such notice applies. If the conditions set forth in this Section 1(c) for
such Call are satisfied at any time from the date of the Call Notice through and including the Call Date (as defined below), then any
portion of this Warrant subject to the Call Notice that remains unexercised by the Call Date will be cancelled at 6:30 p.m. (New
York City time) on the fifth (5th) trading day after the date the Call Notice is received by the Holder (such date and time,
the “Call Date”). Any unexercised portion of this Warrant to which the Call Notice does not pertain will be unaffected
by such Call Notice. In furtherance thereof, the Company covenants and agrees that it will honor all Notices of Exercise with respect
to Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New York City time) on the Call Date. The parties
agree that any Exercise Notice delivered following a Call Notice which calls less than all of the Warrants for which the Holder has the
right to exercise shall first reduce to zero the number of Warrant Shares subject to such Call Notice prior to reducing the remaining
Warrant Shares available for purchase under this Warrant. Subject again to the provisions of this Section 1(c), the Company may deliver
subsequent Call Notices for any portion of this Warrant for which the Holder shall not have delivered an Exercise Notice. The Company’s
right to deliver a Call Notice and to exercise the Call Right thereunder is subject to the satisfaction of the following conditions from
the beginning of the Measurement Period through the Call Date, (1) the Registration Statement shall be effective as to all Warrant
Shares and the prospectus thereunder available for use by the Holder for the resale of all such Warrant Shares, and (2) the Common
Stock shall be listed or quoted for trading on the trading market on which the Common Stock is listed as reported by Bloomberg (as defined
below), and (3) there is a sufficient number of authorized shares of Common Stock for issuance of all Securities under the Transaction
Documents, and (4) the issuance of all Warrant Shares subject to a Call Notice shall not cause a breach of any provision of Section 5(c) herein.
The Company’s right to call the Warrants under this Section 1(c) shall be exercised ratably among the Holders based on
each Holder’s initial purchase of Warrants.


 






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2.     CERTAIN
ADJUSTMENTS.


 


(a)            Adjustment
of Number of Warrant Shares and Exercise Price. The number and kind of Warrant Shares purchasable upon exercise of this Warrant and
the Exercise Price shall be subject to adjustment from time to time as follows:


 


(1)            Subdivisions,
Combinations and Other Issuances. If the Company shall at any time after the Date of Issuance but prior to the Expiration Date subdivide
its shares of capital stock of the same class as the Warrant Shares, by split-up or otherwise, or combine such shares of capital stock,
or issue additional shares of capital stock as a dividend with respect to any shares of such capital stock, the number of Warrant Shares
issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend,
or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the Exercise Price payable per
share, but the aggregate Exercise Price payable for the total number of Warrant Shares purchasable under this Warrant (as adjusted) shall
remain the same. Any adjustment under this Section 2(a)(1) shall become effective at the close of business on the date the subdivision
or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making
of such dividend.


 


(2)            Reorganizations.
In case of any reclassification, capital reorganization or change in the capital stock of the Company (other than as a result of a subdivision,
combination or stock dividend provided for in Section 2(a)(1) above) that occurs after the Date of Issuance, then, as a condition
of such reclassification, reorganization or change, lawful provision shall be made, and duly executed documents evidencing the same from
the Company or its successor shall be delivered to the Holder, so that the Holder shall thereafter have the right at any time prior to
the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount
of shares of stock and/or other securities or property (including, if applicable, cash) receivable in connection with such reclassification,
reorganization or change by a holder of the same number and type of securities as were purchasable as Warrant Shares by the Holder immediately
prior to such reclassification, reorganization or change. In any such case, appropriate provisions shall be made with respect to the rights
and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities
or property deliverable upon exercise hereof, and appropriate adjustments shall be made to the Exercise Price payable hereunder, provided
the aggregate Exercise Price shall remain the same (and, for the avoidance of doubt, this Warrant shall be exclusively exercisable for
such shares of stock and/or other securities or property from and after the consummation of such reclassification or other change in the
capital stock of the Company).


 






    	 	-3-	 



     


    

 


(3)            Rights
Upon Distribution of Assets. If the Company shall declare or make any dividend, other distribution of its assets (or rights to acquire
its assets) or evidences of its indebtedness to holders of shares of Common Stock generally (which dividend or other distribution has
not already been given to the Holder with respect to the Warrant Shares), by way of return of capital or otherwise not addressed by this
Section 2 above (including, without limitation, any distribution of cash, stock or other securities, property or options by way of
a dividend, spin off, subdivision, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant and prior to the Expiration Date, then, in each such case the Holder shall be entitled
(subject to the following proviso) to participate in such Distribution to the same extent that the Holder would have participated therein
if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations
or restrictions on exercise of this Warrant, including, without limitation, the Beneficial Ownership Limitation) immediately before the
date on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares
of Common Stock are to be determined for the participation in such Distribution; provided, however, that the Holder shall
only be permitted to take delivery of such Distribution if and to the extent the Holder exercises some or all of the Warrant (the portion
of delivery of the Distribution shall be based on the pro rata portion of the Warrant Shares issuable upon the portion of the Warrant
exercised as compared to the maximum number of Warrant Shares issuable upon complete exercise of the Warrant (without regard to any limitations
or restrictions on exercise of this Warrant, including, without limitation, the Beneficial Ownership Limitation)), provided that, to the
extent that the Warrant has not been partially or completely exercised at the time of such Distribution, such portion of the Distribution
shall be held in abeyance for the benefit of the Holder until the Holder has exercised the Warrant, at which time the Company shall issue
to the Holder the pro-rata portion of such Distribution equivalent to that portion of this Warrant then exercised. Notwithstanding
anything to the contrary contained herein, to the extent that the Holder’s right to participate in any such Distribution would result
in the Holder and its affiliates exceeding the Beneficial Ownership Limitation, if applicable pursuant to Section 5(c) herein,
then the Holder shall not be entitled to participate in such Distribution to the extent of the Beneficial Ownership Limitation (and shall
not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to
the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such
time or times, if ever, as its right thereto would not result in the Holder and its affiliates exceeding the Beneficial Ownership Limitation,
at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution
or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).


 


(b)           Notice
of Adjustment. When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of the Warrant,
or in the Exercise Price, the Company shall promptly notify the Holder of such event and of the number of Warrant Shares or other securities
or property thereafter purchasable upon exercise of this Warrant.


 


(c)            Calculations.
No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 in
such price; provided, however, that any adjustment which by reason of this Section 2(c) is not required to be
made shall be carried forward and taken into account in any subsequent adjustments under this Section 2. All calculations under this
Section 2 shall be made by the Company in good faith and shall be made to the nearest cent or to the nearest one hundredth of a share,
as applicable. No adjustment need be made for a change in the par value or no par value of the Company’s Common Stock.


 






    	 	-4-	 



     


    

 


(d)           Treatment
of Warrant upon a Change of Control.


 


(1)            If,
at any time while this Warrant is outstanding, there is a Change of Control (as defined below), then the Holder shall have the right
at any time prior to the expiration of this Warrant to receive, upon exercise of this Warrant, the same amount and kind of securities,
cash or property as it would have been entitled to receive upon the occurrence of such Change of Control if it had been, immediately
prior to such Change of Control, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the
 “Alternate Consideration”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately
adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of
Common Stock in such Change of Control, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable
manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given
any choice as to the securities, cash or property to be received in a Change of Control, then the Holder shall be given the same choice
as to the Alternate Consideration it receives upon any exercise of this Warrant following such Change of Control. Any successor to the
Company or surviving entity in such Change of Control shall issue to the Holder a new warrant substantially in the form of this Warrant
and consistent with the foregoing provisions and evidencing the Holder’s right to purchase the Alternate Consideration for the
aggregate Exercise Price upon exercise thereof.


 


(2)            Notice
of a Change of Control. The Company shall provide written notice to the Holder of a Change of Control reasonably promptly after public
announcement thereof (and, in any event, not less than five (5) trading days prior to the consummation of such Change of Control)
and such notice shall include (i) the projected date of consummation of the Change of Control to the extent known at the time such
notice is delivered and (ii) the expected consideration to be received by the Company’s stockholders in such Change of Control.


 


(3)            As
used in this Warrant, a “Change of Control” shall mean (i) a merger or consolidation of the Company with another
entity, in which the Company is not the survivor or the stockholders of the Company immediately prior to such merger or consolidation
do not own, directly or indirectly, at least 50% of the voting securities of the surviving entity, (ii) the sale, assignment, transfer,
conveyance or other disposal of all or substantially all of the assets or all or at least 50% of the outstanding voting securities of
the Company, (iii) a purchase, tender or exchange offer accepted by the holders of a majority of the outstanding voting shares of
capital stock of the Company directly or indirectly, in one or more related transactions, or (iv) a “person” or “group”
(as these terms are used for purposes of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
 “Exchange Act”)) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of at least a majority of the outstanding shares of Common Stock of the Company through a stock purchase
agreement or other business combination (including, without limitation, a reorganization, reclassification, spin off or scheme of arrangement)
with another person.


 






    	 	-5-	 



     


    

 


3.     NO
STOCKHOLDER RIGHTS. Until the exercise of this Warrant, the Holder shall not have, nor be entitled to exercise, any rights as a stockholder
of the Company (including without limitation the right to notification of stockholder meetings or the right to receive any notice or
other communication concerning the business and affairs of the Company), except as provided in Section 2 above.


 


4.     COVENANT
TO PERFORM; NON-CIRCUMVENTION. The Company hereby covenants and agrees that the Company will at all times in good faith carry out all
the provisions of this Warrant and will not, by amendment of its certificate of incorporation, bylaws or other organizational documents
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant. Without limiting
the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the
exercise of this Warrant above the Exercise Price then in effect, (ii) shall take such actions as shall be necessary in order that
the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall,
so long as this Warrant is outstanding, take action necessary to reserve and keep available out of its authorized and unissued shares
of Common Stock, solely for the purpose of effecting the exercise of this Warrant, 100% of the number of shares of Common Stock issuable
upon exercise of this Warrant then outstanding.


 






    	 	-6-	 



     


    

 


5.     MECHANICS
OF EXERCISE. (a)       Delivery of Warrant Shares Upon Exercise.
This Warrant may be exercised by the Holder hereof upon the delivery of a Notice of Exercise (the “Exercise Notice”)
attached hereto as Exhibit A properly completed and duly executed by the Holder hereof, at the office of the Warrant Agent
designated for such purpose together with this Warrant and payment in full of the Exercise Price then in effect with respect to the number
of Warrant Shares as to which the Warrant is being exercised. This Warrant shall be deemed to have been exercised immediately prior to
the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the Warrant Shares
issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such
date. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant
from, the Warrant Agent), the Holder shall not be required to physically surrender this Warrant to the Warrant Agent until the Holder
has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall
surrender this Warrant to the Warrant Agent for cancellation within three (3) trading days of the date the final Exercise Notice
is delivered to the Warrant Agent. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares available
hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable
number of Warrant Shares purchased. On or before the second (2nd) trading day following the date on which the Warrant Agent
has received each of the Exercise Notice, this Warrant and the aggregate Exercise Price, the Warrant Agent shall transmit by facsimile
an acknowledgment of confirmation of receipt of the Exercise Notice to the Company’s transfer agent (“Transfer Agent”).
The Company shall deliver any objection to the Exercise Notice on or before the second trading day following the date on which the Company
has received the Exercise Notice. On or before the second (2nd) trading day following the date on which the Warrant Agent has
received the Exercise Notice and the aggregate Exercise Price (the “Share Delivery Date”), the Warrant Agent shall
(X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities
Transfer Program and there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant
Shares by the Holder, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the
Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or (Y) if
the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, or there is not an effective registration
statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder, issue and dispatch by first
class mail, postage prepaid, to the address as specified in the Exercise Notice, a book-entry position evidencing the number of shares
of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Notice and the payment of the
aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares
with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s
DTC account or the date of delivery of the book-entry position evidencing such Warrant Shares, as the case may be. The Company shall pay
any and all taxes (other than taxes based upon the income of the Holder) which may be payable with respect to the issuance and delivery
of Warrant Shares upon exercise of this Warrant; provided, that the Company shall not be required to pay any tax that may be payable
in respect of any transfer involved in the issue and delivery of shares of Common Stock in any name other than that of the Holder, in
either case with respect to any income or transfer tax due by the Holder with respect to such shares of Common Stock issued upon exercise
of this Warrant. The Warrant Agent shall not have any duty or obligation to take any action under any section of this Agreement that requires
the payment of taxes and/or charges unless and until it is satisfied that all such payments have been made.


 






    	 	-7-	 



     


    

 


(b)           Company’s
Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to issue to the Holder by the Share
Delivery Date in compliance with the terms of this Section 5, a book entry position for the number of shares of Common Stock to which
the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the Holder’s
balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise of
this Warrant, and if on or after such trading day the Holder purchases (in an open market transaction or otherwise, provided such purchases
(other than in an open market transaction) shall be made in a commercially reasonable manner at prevailing market prices) shares of Common
Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated
receiving from the Company, then the Company shall, within three (3) trading days after the Holder’s request and in the Holder’s
discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including commercially
reasonable brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which
point the Company’s obligation to deliver such evidence of book entry position (and to issue such Warrant Shares) shall terminate,
or (ii)  pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number
of shares of Common Stock, times (B) the price at which the sell order giving rise to such purchase obligation was executed (assuming
such sale was executed on commercially reasonable terms at prevailing market prices, which shall be presumed in the case of any open market
transaction) and, at the option of the holder, either (x) promptly honor its obligation to deliver to the Holder evidence of book
entry position representing such Warrant Shares or (y) reinstate the portion of the Warrant and equivalent number of Warrant Shares
for which such exercise was not honored (in which case such exercise shall be deemed rescinded). The
Warrant Agent shall have no responsibility for any amounts that may be payable or paid to any Holder, person or entity under this Warrant
for any such failure by the Company (or the Warrant Agent on the Company’s behalf) and the Company shall indemnify and hold harmless
the Warrant Agent against all claims made against the Warrant Agent for any such failure.


 






    	 	-8-	 



     


    

 


(c)            Holder’s
Exercise Limitation. Notwithstanding anything to the contrary contained in this Warrant,
this Warrant shall not be exercisable by the Holder pursuant to Section 1 or otherwise, to the extent (but only to the extent) that
after giving effect to such issuance after exercise as set forth on the applicable Exercise Notice, the Holder (together with the Holder’s
affiliates (as such term is defined pursuant to the Exchange Act), and any other persons acting as a group together with the Holder or
any of the Holder’s affiliates (such person, “Attribution Parties”)), would beneficially own in excess of [4.99/9.99]%
of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable
upon exercise of this Warrant (the “Beneficial Ownership Limitation”); provided, that notwithstanding anything
herein to the contrary, this limitation on exercise shall not be applicable to any person that beneficially owns 10.0% or more of the
Company’s outstanding Common Stock immediately prior to the exercise of this Warrant, but without giving effect to any shares of
Common Stock underlying this Warrant. Notwithstanding the forgoing, the Holder shall have the right to increase or decrease the Beneficial
Ownership Limitation (to an amount not to exceed 19.99% of the number of shares of Common Stock outstanding immediately after giving effect
to the issuance of shares of Common Stock issuable upon exercise of this Warrant, with any increase to be effective only upon the Holder
providing the Company with prior written notice of such increase, which shall be effective 61 days after delivery of such notice to the
Company. To the extent the above limitation applies, the determination of whether this Warrant shall be exercisable (vis-à-vis
other convertible, exercisable or exchangeable securities owned by the Holder or any of its Attribution Parties) and of which such securities
shall be exercisable (as among all such securities owned by the Holder or any of its Attribution Parties) shall, subject to such Beneficial
Ownership Limitation, be determined by the Holder, and the Company shall have no responsibility for determining the accuracy of the Holder’s
determination. No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the
provisions of this paragraph with respect to any subsequent determination of exercisability. For purposes of the calculation of the Beneficial
Ownership Limitation, the aggregate number of shares of Common Stock beneficially owned by the Holder and its Attribution Parties shall
include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being
made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised
portion of this Warrant beneficially owned by the Holder or any of its Attribution Parties and (ii) exercise or conversion of the
unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other convertible notes
or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein
beneficially owned by the Holder or any of its Attribution Parties. Except as set forth in the preceding sentence, for purposes of this
section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation
is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be
filed in accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance
with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 5(c),
in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock
as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission,
as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company
or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this
Warrant, by the Holder or its Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported.
The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of
this Section 5(c) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such
limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. Upon the reasonable written
request of the Holder, the Company shall within three (3) trading days confirm orally or in writing to the Holder the number of shares
of Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into
Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Purchase Agreement.


 


6.     CERTIFICATE
OF ADJUSTMENT. Whenever the Exercise Price or number or type of securities issuable upon exercise of this Warrant is adjusted, as herein
provided, the Company shall, at its expense, promptly deliver to the Holder and the Warrant Agent a certificate of an officer of the Company
setting forth the nature of such adjustment and showing in detail the facts upon which such adjustment is based. The Warrant Agent shall
be fully protected in relying on such a certificate and shall have not be deemed to have any knowledge of the occurrence of an adjustment
unless and until it has received such a certificate. In no event shall the Warrant Agent have any obligation to calculate any of the adjustments,
all such calculations being the responsibility of the Company.


 






    	 	-9-	 



     


    

 


7.     NOTICES.
In the event of:


 


(a)           any
taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend (other than a cash dividend payable out of earned surplus of the Company) or other distribution, or any
right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive
any other right; or


 


(b)           any
voluntary or involuntary dissolution, liquidation or winding-up of the Company, then and in each such event the Company will promptly
mail or cause to be delivered to the Warrant Agent and Holder (or a permitted transferee) a notice specifying (i) the date on which
any such record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend,
distribution or right, and (ii) the date on which any such dissolution, liquidation or winding-up is to take place, and the time,
if any, as of which the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock
(or other securities) for securities or other property deliverable upon such dissolution, liquidation or winding-up. Such notice shall
be delivered at least twenty (20) days prior to the date therein specified.


 


(c)           Whenever
any other notice is required to be given under this Warrant, unless otherwise provided herein, the Company shall provide prompt written
notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor.


 


8.     REPLACEMENT
OF WARRANTS. On receipt of evidence reasonably satisfactory to the Company and Warrant Agent of the loss, theft, destruction or mutilation
of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement reasonably
satisfactory in form and amount to the Company and Warrant Agent or, in the case of any such mutilation, on surrender and cancellation
of such Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.


 


9.     ISSUANCE
OF NEW WARRANTS. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall
be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the
Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Sections 8 or 9, the Warrant Shares
designated by the Holder which, when added to the number of shares of Common Stock underlying the other new Warrants issued in connection
with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date,
as indicated on the face of such new Warrant which is the same as the Date of Issuance, and (iv) shall have the same rights and conditions
as this Warrant.


 






    	 	-10-	 



     


    

 


10.   NO
FRACTIONAL SHARES. No fractional Warrant Shares or scrip representing fractional shares will be issued upon exercise of this Warrant.
In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied
by the Fair Market Value of one Warrant Share. For purposes of this Section 10, the “Fair Market Value” of one Warrant
Share shall mean (x) the last reported sale price and, if there are no sales, the last reported bid price, of the Common Stock on
the last trading day prior to the date of exercise on the trading market on which the Common Stock is listed as reported by Bloomberg
Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder
if Bloomberg Financial Markets is not then reporting sales prices of the Common Stock) (collectively, “Bloomberg”),
or (y) if the foregoing does not apply, the last sales price of such security in the over-the-counter market on the pink sheets by
Pink Sheets LLC (formerly the National Quotation Bureau, Inc.) (the “pink sheets”) or bulletin board for such security
as reported by Bloomberg, or if no sales price is so reported, the last bid price of the Common Stock as reported by Bloomberg or (z) if
the fair market value cannot be calculated on any of the foregoing bases, the fair market value determined by the Company’s Board
of Directors in good faith.


 


11.   AMENDMENT
AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any action herein
prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of
the Holder.


 


12.   TRADING
DAYS. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be other
than a day on which the Common Stock is traded (which for the avoidance of doubt includes a Saturday, Sunday or a legal U.S. holiday)
on the Nasdaq Global Select Market, or, if the Nasdaq Global Select Market is not the principal trading market for the Common Stock or
other such securities, as applicable, then on the principal securities exchange or securities market on which the Common Stock is then
traded, then such action may be taken or such right may be exercised on the next succeeding day on which the Common Stock is so traded.


 


13.   TRANSFERS;
EXCHANGES.


 


(a)            Subject
to compliance with applicable transfer restrictions under the Purchase Agreement and applicable federal and state securities laws, this
Warrant may be transferred by the Holder with respect to all of the Warrant Shares purchasable hereunder. For a transfer of this Warrant
as an entirety by Holder, upon surrender of this Warrant to the Warrant Agent, together with the Notice of Assignment in the form attached
hereto as Exhibit B properly completed and duly executed by the Holder, the Company shall issue a new Warrant of the same
denomination to the assignee. Upon surrender of this Warrant to the Warrant Agent, together with the Notice of Assignment in the form
attached hereto as Exhibit B properly completed and duly executed by the Holder, for transfer of this Warrant with respect
to a portion of the Warrant Shares purchasable hereunder, the Company will forthwith issue and deliver upon the order of the Holder a
new Warrant (in accordance with Section 9), registered as the Holder may request, representing the right to purchase the number of
Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being
transferred, a new Warrant (in accordance with Section 9) to the Holder representing the right to purchase the number of Warrant
Shares not being transferred.


 






    	 	-11-	 



     


    

 


(b)           This
Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Warrant Agent for
other warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common
Stock purchasable hereunder. This Warrant may be combined with other warrants that carry the same rights upon presentation hereof at the
office of the Warrant Agent designated for such purpose together with a written notice specifying the denominations in which new warrants
are to be issued to the Holder and signed by the Holder hereof. The term “Warrants” as used herein includes any warrants into
which this Warrant may be divided or exchanged.


 


(c)            If,
at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be
either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities
or blue sky laws or (ii) eligible for resale pursuant to Rule 144, the Company may require, as a condition of allowing such
transfer, that the Holder or transferee of this Warrant, as the case may be, provide to the Company an opinion of counsel selected by
the Holder and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company,
to the effect that such transfer does not require registration of such transferred Warrant under the Securities Act.


 


(d)           The
Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire
the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant
Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered
or exempted under the Securities Act.


 


14.   GOVERNING
LAW; VENUE. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and
construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of
law thereof. With respect to any disputes arising out of or related to this Warrant, the parties consent to the exclusive jurisdiction
of, and venue in, the state courts in the State of New York (or in the event of exclusive federal jurisdiction, the courts of the District
of New York). Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit,
action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such
party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
other manner permitted by law. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


 






    	 	-12-	 



     


    

 


15.   DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Exercise Price, the arithmetic calculation of the Warrant Shares or
under Sections 2 or 6, the disputing party shall submit the disputed determinations or arithmetic calculations to the other party. If
the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within
three (3) trading days of such disputed determination or arithmetic calculation being submitted to the non-disputing party, then
the Company shall, within two (2) trading days submit the dispute to an independent, reputable accountant. The Company shall cause,
at the expense of the prevailing party, the accountant to perform the determinations or calculations and notify the Company and the Holder
of the results no later than ten (10) trading days from the time it receives the disputed determinations or calculations. Such accountant’s
determination or calculation shall be binding upon all parties absent demonstrable error.


 


16.   REMEDIES,
OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all other
remedies available under this Warrant, at law or in equity (including a decree of specific performance and/or other injunctive relief),
and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company to comply with the terms
of this Warrant.


 


17.   CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any person
as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation
of, this Warrant.


 


18.   SUCCESSORS
AND ASSIGNS. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit
of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of the Holder. The
provisions of this Warrant are intended to be for and the benefit of any Holder from time to time of this Warrant and shall be enforceable
by the Holder or holder of Warrant Shares.


 


19.   RESTRICTIONS.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, must comply with the applicable
restrictions upon resale imposed by (a) state and federal securities laws and (b) the Purchase Agreement.


 


20.   MISCELLANEOUS.
All notices, requests, consents and other communications hereunder shall be in writing, shall be sent by confirmed electronic mail, or
mailed by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, and shall
be deemed given when so sent in the case of electronic mail transmission, or when so received in the case of mail or courier, and addressed
as follows: (a) if to the Company, at 665 Stockton Drive, Suite 300, Exton, PA 19341, Attention: Chief Financial Officer (Email:
croche@immunome.com); with a copy (which shall not constitute notice) to Sandra G. Stoneman, Chief Legal Officer and General Counsel,
665 Stockton Drive, Suite 300, Exton, PA 19341, Email: sstoneman@immunome.com and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C., 666 Third Avenue, New York, NY 10017 Attention: Kenneth R. Koch, Email: krkoch@mintz.com and (b) if to the Holder, at such
address or addresses (including copies to counsel) as may have been furnished by the Holder to the Company in writing. The invalidity
or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provisions.


 


[Signature Page Follows]


 






    	 	-13-	 



     


    

 


IN
WITNESS WHEREOF, this Common Stock Purchase Warrant is issued effective as of the date first set forth above.


 


	 	IMMUNOME, INC.
	 	 	 
	 	By:	 
	 	Name:	Purnanand Sarma, PhD
	 	Title:	CEO & President



 






     


     


    

 


EXHIBIT A


 


NOTICE OF INTENT TO EXERCISE


(To be signed only upon exercise of Warrant)


 


To: Immunome, Inc.


 


The undersigned, the Holder
of the attached Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder,
__________________________ shares of Common Stock of Immunome, Inc., a Delaware corporation (the “Company”), and
herewith makes payment of USD ___________________________ thereof.


 


The undersigned requests that the book entry
position evidencing the shares to be acquired pursuant to such exercise be issued in the name of, and delivered to
__________________________________________, whose address is
_____________________________________________________ _______________________________________________.


 


By
its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced
hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance with Section 13(d) of
the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 5(c) of the Warrant to which this notice
relates.


 


By its signature below the
undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation
D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the attached Warrant
as of the date hereof, including Section 7 thereof.


 


	DATED:	 	 



 


	(Signature must conform in all

 respects to name of
the Holder

 as specified on the face of the Warrant)	 



 




 


Name of Investing Entity:______________________________________________


 


Signature
of Authorized Signatory of Investing Entity: __________________________________


 


Name of Authorized Signatory:
______________________________________________


 


Title of Authorized Signatory:
______________________________________________


 






     


     


    

 


EXHIBIT B


 


NOTICE OF ASSIGNMENT FORM


 


FOR VALUE RECEIVED, [Holder
Name] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the
attached Warrant with respect to the number of shares of common stock of Immunome, Inc., a Delaware corporation (the “Company”),
covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and
warrants to the Company that the transfer is in compliance with Section 7 of the Warrant, applicable transfer restrictions under
the Purchase Agreement (as defined in the Warrant) and applicable federal and state securities laws:


 


	NAME OF ASSIGNEE	 	ADDRESS
	 	 	 



 


	Number of shares:	 	 	 



 


	Dated:	 	 	
    Signature:
	 



 


ASSIGNEE ACKNOWLEDGMENT


 


The undersigned Assignee acknowledges
that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited
investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees
to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 7 thereof.


 


	 	Signature:	
	 	 
	 	By:	       	
	 	Its:	 	 



 


	Address: