SERIES C WARRANT AGREEMENT Capnia, Inc. and , as Warrant Agent SERIES C WARRANT AGREEMENTSeries C Warrant Agreement • April 1st, 2015 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS SERIES C WARRANT AGREEMENT (this “Agreement”), dated as of March 5, 2015, is by and between Capnia, Inc., a Delaware corporation (the “Company”), and , a , as Warrant Agent (the “Warrant Agent”).
March 4, 2015 Anish Bhatnagar, M.D. President and Chief Executive Officer Capnia, Inc. Suite 160 Redwood City, CA 94065 Dear Anish:Capnia, Inc. • April 1st, 2015 • Electromedical & electrotherapeutic apparatus • New York
We are pleased that Capnia, Inc. (the “Company”) has decided to retain Maxim Group LLC (“Maxim”) to provide certain financial advisory and investment banking services to the Company as set forth herein. This letter agreement (“Agreement”) will confirm Maxim’s acceptance of such retention and set forth the terms of our engagement.
ContractCapnia, Inc. • April 1st, 2015 • Electromedical & electrotherapeutic apparatus
THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE Series C Warrant Certffcater WARRANTS NUMBER PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE C A P N I ACUSIP 14066L 13 9 SEE REVERSE FOR CERTAIN DEFINITION Swarrant(s) (the “Warrants” and each, a “Warrant”) to purchase shares of Common Stock, no par value (“Common Stock”), of Capnia, Inc., a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non assessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of
