gncaformofprefundedwarra






 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.     CLASS C WARRANT NO. 2020-[______]               NUMBER OF SHARES:  [_______]  DATE OF ISSUANCE:  July [__], 2020                  (subject to adjustment hereunder)    EXPIRATION DATE: The first date on which no shares of Common Stock are issuable upon a   cash exercise of this Warrant                CLASS C PRE-FUNDED WARRANT TO PURCHASE SHARES                              OF COMMON STOCK OF                            GENOCEA BIOSCIENCES, INC.        This Class C Warrant (the “Warrant”) is issued by Genocea Biosciences, Inc., a Delaware   corporation (the “Company”), to [________], or its registered assigns (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 that certain Securities Purchase Agreement dated as of July [__], 2020,   among the Company and the purchasers signatory thereto (the “Purchase Agreement”). Capitalized   terms used and not otherwise defined herein shall have the meanings set forth in 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 up to   [______] shares of the Company’s Common Stock, $0.001 par value per share (the “Common   Stock”) (as adjusted from time to time pursuant to the provisions of this Warrant) (the “Warrant   Shares”) until this Warrant is exercised in full. The aggregate exercise price of this Warrant of   $[__], except for a nominal exercise price of $0.01 per Warrant Share, was paid to the Company   on or prior to the date of issuance of this Warrant, and, consequently, no additional consideration   (other than the nominal exercise price of $0.01 per Warrant Share) shall be required to be paid by                                          1 





 






 the Holder to effect any exercise of this Warrant. The Holder shall not be entitled to return or   refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance or  for any reason whatsoever, including in the event this Warrant shall not have been exercised prior  to the Expiration Date. The remaining unpaid exercise price per share of Common Stock under  this Warrant shall be $0.01, subject to adjustment as provided herein (the “Exercise Price”).              (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 either:                  (1)  wire transfer to the Company or cashier’s check drawn on a United States  bank made payable to the order of the Company, or                  (2)  exercising of the right to credit the Exercise Price against the Fair Market  Value (as defined below) of the Warrant Shares (as defined below) at the time of exercise (the   “Net Exercise”) pursuant to Section 1(c).              (c)  Net Exercise. At any time the Holder may elect to exercise this Warrant by Net  Exercise pursuant to this Section 1(c). At any time that this Warrant may be exercised by Net   Exercise pursuant to this Section 1(c), if the Company shall receive written notice from the Holder   at the time of exercise of this Warrant that the Holder elects to Net Exercise the Warrant, the   Company shall deliver to such Holder (without payment by the Holder of any exercise price in   cash) that number of Warrant Shares computed using the following formula:                                            Y (A - B)                                        X =                                          A         Where               X =   The number of Warrant Shares to be issued to the Holder.               Y =   The number of Warrant Shares purchasable under this Warrant or, if only                    a portion of the Warrant is being exercised, the portion of the Warrant                    being cancelled (at the date of such calculation).               A =   The Fair Market Value of one share of Common Stock (at the date of such                    calculation).               B =   The Exercise Price (as adjusted to the date of such calculations).             The “Fair Market Value” of one share of Common Stock 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                                        -2-     





 






 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.              (d)  Disputes.  In the case of a dispute as to the determination of the Exercise Price  or the arithmetic calculation of the Warrant Shares, the Company shall promptly issue to the   Holder the number of Warrant Shares that are not disputed.             (e)  Deemed Exercise.  In the event that immediately prior to the close of business  on the Expiration Date, the Fair Market Value of one share of Common Stock (as determined in   accordance with Section 1(c) above) is greater than the then applicable Exercise Price, this Warrant   shall be deemed to be automatically exercised on a net exercise issue basis pursuant to Section   1(c) above, and the Company shall deliver the applicable number of shares of Common Stock to   the Holder pursuant to the provisions of Section 1(c) above and this Section 1(e).  Notwithstanding   anything to the contrary contained in this Section 1(e), to the extent that the Holder’s right to   receive shares of Common Stock upon such a net exercise 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 such shares of Common Stock to the extent of the   Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such shares   of Common Stock (and beneficial ownership) to the extent of any such excess) and the portion of   such shares of Common Stock 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   shares of Common Stock to the same extent as if there had been no such limitation).        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                                         -3-





 






 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 or Mergers.  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)  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.. 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                                        -4-





 






 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).                  (4)  Purchase Rights.  If at any time the Company grants, issues or sells any   options, convertible securities or rights to purchase stock, warrants, securities or other property   pro rata to the record holders of any class of Common Stock (the "Purchase Rights"), then the   Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate   Purchase Rights which the Holder could have acquired if the Holder had held the number of shares  of Common Stock acquirable upon complete exercise of this Warrant (without regard to any   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 the grant,   issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the   record holders of shares of Common Stock are to be determined for the grant, issue or sale of such   Purchase Rights (provided, however, that to the extent that the Holder's right to participate in any   such Purchase Right would result in the Holder and the other Attribution Parties (as defined in   Section5(c)) exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled   to participate in such Purchase Right to such extent (and shall not be entitled to beneficial  ownership of such shares of Common Stock as a result of such Purchase Right (and beneficial   ownership) to such extent) and such Purchase Right to such extent shall be held in abeyance for   the benefit of the Holder until such time or times as its right thereto would not result in the Holder  and the other Attribution Parties exceeding the Beneficial Ownership Limitation, at which time or   times the Holder shall be granted such right (and any Purchase Right granted, issued or sold on   such initial Purchase Right or on any subsequent Purchase Right 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                                          -5-     





 






 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.             (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 thereafter 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 twenty (20) 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   consummation of a stock purchase agreement or other business combination of the Company with   another Person whereby such other Person acquires more than 50% of the outstanding shares of   Common Stock (not including any shares of Common Stock held by the other Person or other   Persons making or party to, or associated or affiliated with the other Persons making or party to,   such stock purchase agreement or other business combination), (iii) the sale, assignment, transfer,   conveyance or other disposal of all or substantially all of the properties or assets or all or a majority   of the outstanding voting securities of the Company, (iv) 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, (v) a “person” or “group” (as                                         -6-     





 






 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, or (vi) the Company has elected to reorganize, recapitalize   or reclassify its Common Stock (other than to change domicile).        3.   NO STOCKHOLDER RIGHTS.  Until the exercise of this Warrant, the Holder shall  not have, nor 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 expressly provided   in this Warrant.        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 through a Change of Control, dissolution, sale of assets 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 may be necessary or appropriate 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.        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   Company designated for such purpose together with this Warrant and payment in full of the   Exercise Price (unless the Holder has elected to Net Exercise) 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 Company),   the Holder shall not be required to physically surrender this Warrant to the Company until the   Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been                                        -7-





 






 exercised in full, in which case, the Holder shall surrender this Warrant to the Company for   cancellation within three (3) trading days of the date the final Exercise Notice is delivered to the   Company. 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   Company has received each of the Exercise Notice and the aggregate Exercise Price (or   confirmation from the Company of the number of shares of Warrant Shares issuable in connection   with a duly executed and delivered notice of Net Exercise), the Company 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   Company has received the Exercise Notice and the aggregate Exercise Price (the “Share Delivery   Date”), the Company shall (X) provided that the Transfer Agent is participating in The Depository   Trust Company (“DTC”) Fast Automated Securities Transfer Program and either (i) there is an   effective registration statement permitting the issuance of the Warrant Shares to or resale of the   Warrant Shares by the Holder or (ii) this Warrant is being exercised via cashless exercise and Rule  144 is available, upon the request of 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 (i)   there is not an effective registration statement permitting the issuance of the Warrant Shares to or   resale of the Warrant Shares by the Holder and (ii) this Warrant is being exercised via cashless   exercise and Rule 144 is not available, upon the request of the Holder, issue and dispatch by first   class mail, postage prepaid, to the address as specified in the Exercise Notice, a certificate,   registered in the Company’s share register in the name of the Holder or its designee, for the number   of shares of Common Stock to which the Holder is entitled pursuant to such exercise.  Upon   delivery of the Exercise Notice and the payment of the aggregate Exercise Price (or a duly executed   and delivered notice of Net Exercise), 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 certificates or 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 Company 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.                                         -8-





 






         (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 certificate or 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 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 two (2) 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 certificate or 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) and, at the option of the  holder, either (x) promptly honor its obligation to deliver to the Holder a certificate or certificates  or 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).            (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, and any such exercise shall be void ab initio, 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, 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 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”).  Notwithstanding the forgoing, the  Holder shall have the right to increase or decrease the Beneficial Ownership Limitation (to an  amount not to exceed 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, 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                                       -9-





 






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.] 1   1 NTD: To be included in Pre-Funded Warrants for holders that request a beneficial ownership  blocker.                                       -10-





 






    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 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.        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 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  therefore.       8.   REPLACEMENT OF WARRANTS.  On receipt of evidence reasonably satisfactory  to the Company 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 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                                       -11-





 






 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 Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.       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.        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 Capital Market, or, if the Nasdaq Capital 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 federal and state securities laws and Section 7 hereof, 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 Company, 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 Company, 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.             (b)  This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company for other warrants of different denominations  entitling the holder thereof to purchase in the aggregate the same number of shares of Common                                        -12-





 






 Stock purchasable hereunder.  This Warrant may be combined with other warrants that carry the   same rights upon presentation hereof at the office of the Company 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, except when  it exercises this Warrant pursuant to a Net Exercise, 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.          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                                        -13-





 






 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 state and federal securities laws.        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   Cambridge Discovery Park, 100 Acorn Park Drive, 5th Floor, Cambridge, MA 02140, Attention:   Finance Department; with a copy to (which shall not constitute notice) Ropes & Gray LLP,   Prudential Tower, 800 Boylston Street   Boston, MA 02199-3600, Attention: Marc Rubenstein 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                                         -14-





 






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]                                         -15-





 






    IN WITNESS WHEREOF, this Common Stock Purchase Warrant is issued effective as of  the date first set forth above.                                 GENOCEA BIOSCIENCES, INC.                                  By:                                Name:                                Title:                                  SIGNATURE PAGE TO                           WARRANT NO. 2019-«WARRANT NO» 





 






                                 EXHIBIT A                          NOTICE OF INTENT TO EXERCISE                      (To be signed only upon exercise of Warrant)   To: Genocea Biosciences, 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 Genocea Biosciences, Inc., a  Delaware corporation (the “Company”), and (choose one)       __________ herewith makes payment of USD ___________________________ thereof       or       __________ elects to Net Exercise the Warrant pursuant to Section 1(b)(2) thereof.       The undersigned requests that the certificates or 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 5 thereof.   DATED:                                    (Signature must conform in all                                    respects to name of the Holder                                    as specified on the face of the                                    Warrant)                                     [Holder Name]                                    Address:  





 






                                  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 Genocea Biosciences, 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 5 of 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 5 thereof.                                      Signature:                                      By:                                     Its:   Address: