COMMON STOCK PURCHASE WARRANT PIERIS PHARMACEUTICALS, INC.Pieris Pharmaceuticals, Inc. • December 23rd, 2014 • Services-commercial physical & biological research
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December , 2014 (the “Initial Exercise Date”) but not after 5:00 p.m. (New York time) on December , 2019 (the “Termination Date”), to subscribe for and purchase from PIERIS PHARMACEUTICALS, INC., a Nevada corporation (the “Company”), up to ( ) shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). At 5:00 pm (New York Time) on the Termination Date, this Warrant shall become void and of no value.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2014 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research • New York
This Agreement is made pursuant to (i) the Securities Purchase Agreement, dated as of December 17, 2014, between the Company and each Person listed on the signature pages thereto (the “Purchase Agreement”), and (ii) the Acquisition Agreement, dated December 17, 2014, by and among the Company, Pieris AG, a stock corporation formed under the laws of Germany, and the share and note holders of Pieris AG listed on the signature pages thereto (the “Acquisition Agreement”).
SECURITIES PURCHASE AGREEMENTRegistration Rights Agreement • December 23rd, 2014 • Pieris Pharmaceuticals, Inc. • Services-commercial physical & biological research • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of December 17, 2014, by and among Pieris Pharmaceuticals, Inc., a Nevada corporation (f/k/a Marika Inc.) (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
