QuickLinks -- Click here to rapidly navigate through this documentWarrant Agreement • April 29th, 2015 • Cerecor Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
EXCLUSIVE PATENT AND KNOW-HOW LICENSE AGREEMENT by and between Eli Lilly and Company and CERECOR INC.How License Agreement • April 29th, 2015 • Cerecor Inc. • Pharmaceutical preparations • Delaware
THIS EXCLUSIVE PATENT AND KNOW-HOW LICENSE AGREEMENT (this "Agreement"), effective as of this 18th day of February, 2015 (the "Effective Date"), is by and between Eli Lilly and Company ("Lilly"), and Cerecor Inc. ("Cerecor"), a corporation organized and existing under the laws of Delaware (hereinafter referred to as "Licensee"). Lilly and Licensee are sometimes referred to herein individually as a "Party" and collectively as the "Parties".
CERECOR, INC. WARRANT TO PURCHASE COMMON STOCKCerecor Inc. • April 29th, 2015 • Pharmaceutical preparations • Delaware
This warrant (this "Warrant") is issued as part of a series of warrants (collectively, the "Warrants") pursuant to the terms of that certain Convertible Promissory Note and Warrant Purchase Agreement (as amended, the "Agreement") dated as of [ · ], 2014 to the persons and entities listed on the Schedule of Purchasers attached to the Agreement (collectively, the "Holders").
SECOND AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENTInvestors' Rights Agreement • April 29th, 2015 • Cerecor Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (this "Agreement"), is made as of the 11th day of July, 2014, by and among Cerecor Inc., a Delaware corporation (the "Company"), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an "Investor."
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 29th, 2015 • Cerecor Inc. • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of August 19, 2014 and is entered into by and between CERECOR INC., a Delaware corporation, and each of its Domestic Subsidiaries (hereinafter collectively referred to as the "Borrower"), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as "Lender") and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, the "Agent").
CERECOR INC. WARRANT TO PURCHASE COMMON STOCKCerecor Inc. • April 29th, 2015 • Pharmaceutical preparations • Delaware
This warrant (this "Warrant") is issued pursuant to the terms of that certain letter agreement (the "Agreement") dated as of April 1, 2014, by and between the Company and the Holder.
