Common use of Entire Agreement; Modification Clause in Contracts

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 To: CERECOR INC. (the “Company”) 1. The undersigned hereby: elects to purchase________ shares of Common Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares of Common Stock. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. To: CERECOR INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___, filed________, 200__, the undersigned hereby: elects to purchase________shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares of Common Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇R▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 To: CERECOR INC. (the “Company”) 1. The undersigned hereby: [ ] elects to purchase___purchase _____ shares of Common Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares of Common Stock. 2. Please issue a certificate or certificates representing ________ said shares in the name of the undersigned or in such other name or names as are specified below:: -------------------------------------------- (Name) -------------------------------------------- -------------------------------------------- (Address) 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. To: CERECOR INC. -------------------------------------------- (the “Company”Signature) ------------------------ (Date) 1. Contingent upon and effective immediately prior to the closing (the “"Closing”") of the Company’s 's public offering contemplated by the Registration Statement on Form S_, filed, __, filed___________, 200__, the undersigned hereby: [ ] elects to purchase________shares purchase _____ shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares of Common Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch _____________ shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $_________ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. CERIBELL, INC. By: /s/ Schond ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇Ave.Sunnyvale, Suite 400, Rockville, MD 20850 CA 94085 To: CERECOR CERIBELL, INC. (the “Company”) 1. The undersigned hereby: ☐ elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR CERIBELL, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__20 , the undersigned hereby: ☐ elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. CERIBELL, INC. By: /s/ Schond ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR CERIBELL, INC. (the “Company”) 1. The undersigned hereby: ☐ elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR CERIBELL, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___, filedfiled ________, 20020__, the undersigned hereby: ☐ elects to purchase________shares purchase ________ shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to ________ Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch ________ shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $$ _________ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. CERIBELL, INC. By: /s/ Schond ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇Ave. Sunnyvale, Suite 400, Rockville, MD 20850 CA 94085 To: CERECOR CERIBELL, INC. (the “Company”) 1. The undersigned hereby: ☐ elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR CERIBELL, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__20 , the undersigned hereby: ☐ elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: CERIBELL, INC. By /s/ Schond ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇Ave.Sunnyvale, Suite 400, Rockville, MD 20850 CA 94085 To: CERECOR CERIBELL, INC. (the “Company”) 1. The undersigned hereby: ☐ elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR CERIBELL, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__20 , the undersigned hereby: ☐ elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. CERIBELL, INC. By: /s/ Schond ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR CERIBELL, INC. (the “Company”) 1. The undersigned hereby: ☐ elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR CERIBELL, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__20 , the undersigned hereby: ☐ elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. CVRx, INC. By: /s/ Schond J▇. ▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇J▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: 9▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇., #▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR CVRx, INC. (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ shares of [Series G Preferred] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 9.2 of the attached Warrant with respect to________shares to________Shares of [Series G Preferred] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR CVRx, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___, filed________, 20020__, the undersigned hereby: ¨ elects to purchase________shares of [Series G Preferred] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 9.2 of the attached Warrant with respect to________shares to________Shares of [Series G Preferred] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties parries pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇J▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: General Counsel & Corporate Secretary Address: 1▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR COMSCORE NETWORKS, INC. (the “Company”) 1. The undersigned hereby: o elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR COMSCORE NETWORKS, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: o elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Warrant Date of Grant specified above. By: By /s/ Schond ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ NameTitle CEO Address: ▇▇Solyndra, Inc. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Santa Clara, Suite 400, Rockville, MD 20850 CA 95054 To: CERECOR SOLYNDRA, INC. (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of [Applicable Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR SOLYNDRA, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: ¨ elects to purchase________shares purchase shares of [Applicable Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR CERIBELL, INC. (the “Company”) 1. The undersigned hereby: ☐ elects to purchasepurchase ________ shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to ________ Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. To: CERECOR CERIBELL, INC. (the “Company”) ) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___, filedfiled ________, 20020__, the undersigned hereby: ☐ elects to purchase________shares purchase ________ shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares of Common Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________or, if less, the net proceeds due the undersigned from the sale _ Shares of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing[Series Preferred Stock] [Common Stock].

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. ADVANCED BIOHEALING, INC. By: /s/ Schond ▇. ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Executive Officer Address: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇Pines Road Suite 200 La Jolla, Suite 400, Rockville, MD 20850 CA 92037 To: CERECOR ADVANCED BIOHEALING, INC. (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR ADVANCED BIOHEALING, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: ¨ elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. CERIBELL, INC. By: /s/ Schond ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR CERIBELL, INC. (the “Company”) 1. The undersigned hereby: ☐ elects to purchasepurchase ________ shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to ________ Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR CERIBELL, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___, filedfiled ________, 20020__, the undersigned hereby: ☐ elects to purchase________shares purchase ________ shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to ________ Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch ________ shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $$ _________ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly duty executed and delivered as of the Warrant Date of Grant specified above. By: By /s/ Schond ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer CFO Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mountain View, Suite 400, Rockville, MD 20850 CA 94043 To: CERECOR INC. Reliant Technologies, Inc. (the “Company”) 1. The undersigned hereby: o elects to purchase________ purchase shares of [Applicable Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or o elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR INC. Reliant Technologies, Inc. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: o elects to purchase________shares purchase shares of [Applicable Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or o elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock.], 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. CERIBELL, INC. By: /s/ Schond S▇. ▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: 2▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR CERIBELL, INC. (the “Company”) 1. The undersigned hereby: ☐ elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR CERIBELL, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__20 , the undersigned hereby: ☐ elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: CENTAGENETIX, INC. By /s/ Schond ▇. ▇▇▇ ▇▇▇▇▇▇▇▇ NameTitle COO Address: ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Cambridge, MA 02139 Acknowledged and Agreed to: GATX VENTURES, INC. By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: , ▇▇▇ ▇. Title ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇. Senior Vice President To: CERECOR CENTAGENETIX, INC. (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of [Series A Convertible Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series A Convertible Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The shares of Company stock for which the Warrant may be exercised shall be known herein as the “Warrant Stock.” 4. The undersigned represents is aware that the aforesaid shares are being acquired for Warrant Stock has not been and will not be registered under the account Securities Act of 1933, as amended (the “Act”) or any state securities laws. The undersigned understands that reliance by the Company on exemptions under the Act is predicated in part upon the truth and accuracy of the statements of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention this Notice of distributing or reselling such shares, all except as in compliance with applicable securities laws. To: CERECOR INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___, filed________, 200__, the undersigned hereby: elects to purchase________shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares of Common StockExercise. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________shares. 35. The undersigned represents and warrants that (1) it has instructed been furnished with all information which it deems necessary to evaluate the custodian for the selling shareholders to deliver to the Company $________or, if less, the net proceeds due the undersigned from the sale merits and risks of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, of the undersigned agrees to deliver the difference to the Company prior to the ClosingWarrant Stock.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. CERIBELL, INC. By: /s/ Schond ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR CERIBELL, INC. (the “Company”) 1. The undersigned hereby: ☐ elects to purchasepurchase ________ shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or    ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to ________ Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR CERIBELL, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___, filedfiled ________, 20020__, the undersigned hereby: ☐ elects to purchase________shares purchase ________ shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to ________ Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch ________ shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $$ _________ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. NEUROGESX, INC. By: /s/ Schond ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer CFO Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR NEUROGESX, INC. (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR NEUROGESX, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: ¨ elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.. (Signature) (Date)

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇ Title: President Address: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR CERIBELL, INC. (the “Company”) 1. The undersigned hereby: ☐ elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR CERIBELL, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__20 , the undersigned hereby: ☐ elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has and Holder have caused this Second Amended and Restated Warrant to be duly executed and delivered as of the Date of Grant specified above. COMPANY N30 PHARMACEUTICALS, INC. By: /s/ Schond ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Authorized Officer Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ HOLDER HORIZON CREDIT II LLC, as successor in interest to COMPASS HORIZON FUNDING COMPANY LLC, By: Compass Horizon Funding Company LLC, it sole member By: Horizon Technology Finance Corporation, its sole member By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ , ▇▇. Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ , ▇▇. Title: Chief Financial Executive Officer Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 To: CERECOR INC. N30 PHARMACEUTICALS, INC (the “Company”) 1. The undersigned hereby: o elects to purchase________ purchase shares of Common Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares of to Common Stock. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR N30 PHARMACEUTICALS, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__20 , the undersigned hereby: o elects to purchase________shares purchase shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to shares of Common Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has and Holder have caused this Second Amended and Restated Warrant to be duly executed and delivered as of the Date of Grant specified above. COMPANY N30 PHARMACEUTICALS, INC. By: /s/ Schond ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Authorized Officer Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ HOLDER HORIZON CREDIT I LLC, as successor in interest to COMPASS HORIZON FUNDING COMPANY LLC, By: Compass Horizon Funding Company LLC, it sole member By: Horizon Technology Finance Corporation, its sole member By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ , ▇▇. Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ , ▇▇. Title: Chief Financial Executive Officer Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 To: CERECOR INC. N30 PHARMACEUTICALS, INC (the “Company”) 1. The undersigned hereby: o elects to purchase________ purchase shares of Common Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares of to Common Stock. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR N30 PHARMACEUTICALS, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__20 , the undersigned hereby: o elects to purchase________shares purchase shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to shares of Common Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. CERIBELL, INC. By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ Title: Chief Financial Officer President Address: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇, Suite 400, Rockville, MD 20850 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ View. CA 94043 To: CERECOR CERIBELL, INC. (the “Company”) 1. The undersigned hereby: ☐ elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR CERIBELL, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__20 , the undersigned hereby: ☐ elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. CERIBELL, INC. By: /s/ Schond S▇. ▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇3▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇Ave.Sunnyvale, Suite 400, Rockville, MD 20850 CA 94085 To: CERECOR CERIBELL, INC. (the “Company”) 1. The undersigned hereby: ☐ elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR CERIBELL, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__20 , the undersigned hereby: ☐ elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Warrant Date of Grant specified above. By: By /s/ Schond ▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Executive Officer Address: Mascoma Corporation ▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 ▇ To: CERECOR INC. MASCOMA CORPORATION (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of Common Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of Common Stock. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR INC. MASCOMA CORPORATION (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__20 , the undersigned hereby: ¨ elects to purchase________shares purchase shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of Common Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. CERIBELL, INC. By: /s/ Schond X▇. ▇▇▇▇▇▇ ▇▇▇▇ Name: X▇▇▇▇▇▇▇ ▇▇▇▇ Title: President Address: 2▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ [SIGNATURE PAGE TO WARRANT (L▇▇▇▇)) To: CERECOR CERIBELL, INC. (the “Company”) 1. The undersigned hereby: ☐ elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) EXHIBIT A-2 To: CERECOR CERIBELL, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________, 200__filed 20 , the undersigned hereby: ☐ elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Warrant Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Palo Alto, Suite 400, Rockville, MD 20850 CA 94301 Attn: Treasurer To: CERECOR INC. Wealthfront Corporation (the “Company”) 1. The undersigned hereby: elects to purchase________ purchase shares of Common Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of Common Stock. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR INC. Wealthfront Corporation (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: elects to purchase________shares purchase shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of Common Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. SIGNAL PHARMACEUTICALS, INC. By [Remainder of page intentionally blank. Signature page follows.SIG] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer ------------------------------------ Title V.P. Finance, CFO ---------------------------------- Address: ▇▇▇ 5555 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ EXHIBIT A NOTICE OF EXERCISE To: CERECOR SIGNAL PHARMACEUTICALS, INC. (the “Company”). 1. The undersigned hereby: [ ] elects to purchase_purchase _______ shares of Common Series C-1 Preferred Stock of the Company SIGNAL PHARMACEUTICALS, INC. pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or [ ] elects to exercise its net issuance rights pursuant to Section 10.2 10.3 of the attached Warrant with respect to________shares to Shares of Common Series C-1 Preferred Stock. 2. Please issue a certificate or certificates representing ________ said shares in the name of the undersigned or in such other name or names as are specified below:: ----------------------------- (Name) ----------------------------- ----------------------------- (Address) 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. ---------------------------------------- (Signature) ---------------- (Date) EXHIBIT A-1 NOTICE OF EXERCISE To: CERECOR SIGNAL PHARMACEUTICALS, INC. (the “"Company”") 1. Contingent upon and effective immediately prior to the closing (the “"Closing”") of the Company’s 's public offering contemplated by the Registration Statement on Form S___, filedfiled _______ __, 20019__, the undersigned hereby: [ ] elects to purchase________shares purchase __ shares of Common Series C-1 Preferred Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares of Common Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. CERIBELL, INC. By: /s/ Schond ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇Ave.Sunnyvale, Suite 400, Rockville, MD 20850 CA 94085 [SIGNATURE PAGE TO WARRANT (LOAN H)] To: CERECOR CERIBELL, INC. (the “Company”) 1. The undersigned hereby: ☐ elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR CERIBELL, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__20 , the undersigned hereby: ☐ elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: By /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer /s/ General Counsel / Secretary Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇11465 Sunset Hills Road Suite 200 Reston, Suite 400, Rockville, MD 20850 VA 20190 To: CERECOR COMSCORE NETWORKS, INC. (the “Company”) 1. The undersigned hereby: o elects to purchasepurchase ________ shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to ___Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below:: (Name) 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR COMSCORE NETWORKS, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___, filedfiled ___200_____, 200__, the undersigned hereby: o elects to purchase________shares purchase ___shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to ___Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch ___shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________orS___or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly duty executed and delivered as of the Warrant Date of Grant specified above. By: Reliant Technologies, Inc. By /s/ Schond ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer CFO Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mountain View, Suite 400, Rockville, MD 20850 CA 94043 To: CERECOR INC. Reliant Technologies, Inc. (the “Company”) 1. The undersigned hereby: o elects to purchase________ purchase shares of [Applicable Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or o elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR INC. Reliant Technologies, Inc. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: q elects to purchase________shares purchase shares of [Applicable Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or q elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock.], 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. INOTEK PHARMACEUTICALS CORPORATION By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇, III Name: ▇▇▇▇▇ ▇. ▇▇▇, III Title: Chief Financial Officer CFO Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 4001st Floor Lexington, Rockville, MD 20850 MA 02421 To: CERECOR INC. INOTEK PHARMACEUTICALS CORPORATION (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR INC. INOTEK PHARMACEUTICALS CORPORATION (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: ¨ elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. SINGULEX, INC. By: /s/ Schond ▇. Philippe Goix Name: Philippe Goix Title: President & CEO Address: ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR SINGULEX, INC. (the “Company”) 1. The undersigned hereby: o elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR SINGULEX, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: o elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. INTERLEUKIN GENETICS, INC. By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 To: CERECOR INTERLEUKIN GENETICS, INC. (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ shares of Common Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares of Common Stock. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR INTERLEUKIN GENETICS, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___, filed________, 20020__, the undersigned hereby: ¨ elects to purchase________shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares of Common Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Warrant Date of Grant specified above. By: By /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Harvard Sung Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Harvard Sung Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR INC. Reliant Technologies, Inc. (the “Company”) 1. The undersigned hereby: o elects to purchase________ purchase shares of [Applicable Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or o elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR INC. Reliant Technologies, Inc. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: o elects to purchase________shares purchase shares of [Applicable Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or o elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇ Title: Chief Financial Executive Officer Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇ ▇▇▇▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR CEREPLAST, INC. (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of Common Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to shares of Common Stock. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR CEREPLAST, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: ¨ elects to purchase________shares purchase shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to shares of Common Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR CERIBELL, INC. (the “Company”) 1. The undersigned hereby: ☐ elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR CERIBELL, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___, filedfiled ________, 20020__, the undersigned hereby: ☐ elects to purchase________shares purchase ________ shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to ________ Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch ________ shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $$ _________ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer CEO Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇. San Diego, Suite 400, Rockville, MD 20850 CA 92121 To: CERECOR INC. AMBIT BIOSCIENCES CORPORATION (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Date) (Signature) To: CERECOR INC. AMBIT BIOSCIENCES CORPORATION (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__, 200 the undersigned hereby: ¨ elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Vice President, Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR SUNESIS PHARMACEUTICALS, INC. (the “Company”) 1. The undersigned hereby: o elects to purchase________ shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to________Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR SUNESIS PHARMACEUTICALS, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___, filed________, 200__, the undersigned hereby: o elects to purchase________shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to________Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer VP and General Counsel Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ ▇▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR INC. AMBIT BIOSCIENCES CORPORATION (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company at a purchase price of $ per share pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR INC. AMBIT BIOSCIENCES CORPORATION (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: ¨ elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) at a purchase price of $ per share pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR CERIBELL, INC. (the “Company”) 1. The undersigned hereby: ☐ elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR CERIBELL, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S____, filedfiled ________, 20020____, the undersigned hereby: ☐ elects to purchase________shares purchase ________ shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to ________ Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch ________ shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $$ _________ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: CERIBELL, INC. By /s/ Schond ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ Title: Chief Financial Officer President Address: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇, Suite 400, Rockville, MD 20850 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ View. CA 94043 To: CERECOR CERIBELL, INC. (the “Company”) 1. The undersigned hereby: ☐ elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR CERIBELL, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__20 , the undersigned hereby: ☐ elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: CEO Address: ▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ ▇▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR INC. AMBIT BIOSCIENCES CORPORATION (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR INC. AMBIT BIOSCIENCES CORPORATION (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: ¨ elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. ISILON SYSTEMS, INC. By: /s/ Schond ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ------------------------------------ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ---------------------------------- Title: CEO --------------------------------- Address: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇Street Seattle, Suite 400, Rockville, MD 20850 Washington 98119 EXHIBIT A-1 NOTICE OF EXERCISE To: CERECOR ISILON SYSTEMS, INC. (the “"Company”") 1. The undersigned hereby: [ ] elects to purchasepurchase ________ shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or [ ] elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to ________ Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below:: ---------------------------------------- (Name) ---------------------------------------- ---------------------------------------- (Address) 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. ---------------------------------------- (Signature) ------------------- (Date) EXHIBIT A-2 NOTICE OF EXERCISE To: CERECOR ISILON SYSTEMS, INC. (the “"Company”") 1. Contingent upon and effective immediately prior to the closing (the “"Closing”") of the Company’s 's public offering contemplated by the Registration Statement on Form S___, filedfiled ________, 200__, the undersigned hereby: [ ] elects to purchase________shares purchase ________ shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or [ ] elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to ________ Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders stockholders a stock certificate representing such________sharessuch ________ shares. 3. The undersigned has instructed the custodian for the selling shareholders stockholders to deliver to the Company $________or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: By /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇J▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer /s/ General Counsel / Secretary Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇11465 Sunset Hills Road Suite 200 Reston, Suite 400, Rockville, MD 20850 VA 20190 To: CERECOR COMSCORE NETWORKS, INC. (the “Company”) 1. The undersigned hereby: o elects to purchasepurchase ________ shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to ___Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below:: (Name) 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR COMSCORE NETWORKS, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___, filedfiled ___200_____, 200__, the undersigned hereby: o elects to purchase________shares purchase ___shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to ___Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch ___shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________orS___or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing. (Signature) (Date) SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COMSCORE NETWORKS, INC. a Delaware corporation (Originally incorporated on August 18, 1999) comScore Networks, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: 1. The name of the corporation is comScore Networks, Inc., originally incorporated as comScore, inc. The original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on August 18, 1999. 2. The amendment and restatement herein set forth has been duly approved by the Board of Directors of the corporation and by the stockholders of the corporation pursuant to Sections 141, 228 and 242 of the General Corporation Law of the State of Delaware (“Delaware Law”). Approval of this amendment and restatement was approved by a written consent signed by the stockholders of the corporation pursuant to Section 228 of the Delaware Law. 3. The restatement herein set forth has been duly adopted pursuant to Section 245 of the Delaware Law. This Amended and Restated Certificate of Incorporation restates and integrates and amends the provisions of the corporation’s Certificate of Incorporation. 4. The text of the Certificate of Incorporation is hereby amended and restated to read in its entirety as follows: ARTICLE I The name of this Corporation is comScore Networks, Inc. ARTICLE II The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 120▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ New Castle, Delaware 19081. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE III The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chairman, President and Chief Financial Executive Officer Address: 9▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 ▇ To: CERECOR INC. Celsion Corporation (the “Company”) 1. The undersigned hereby: [ ] elects to purchase________ shares of Common Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or [ ] elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares of Common Stock. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR INC. Celsion Corporation (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___, filed________, 20020__, the undersigned hereby: [ ] elects to purchase________shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or [ ] elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares of Common Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Warrant Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer By Name Title Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 To: CERECOR BARKBOX, INC. (the “Company”) 1. The undersigned hereby: ☐ elects to purchase________ shares of Common Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to________Shares of Common Stock. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that (i) the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws, (ii) the undersigned is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act and (iii) the undersigned, nor any person or entity with whom the undersigned shares beneficial ownership of this Warrant, is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Act. (Signature) (Date) To: CERECOR BARKBOX, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___, filed________, 20020___, the undersigned hereby: ☐ elects to purchase________shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to________Shares of Common Stock. 2. Please deliver to the custodian for the selling shareholders stockholders a stock certificate representing such________shares. 3. The undersigned has instructed the custodian for the selling shareholders stockholders to deliver to the Company $________or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing. 4. The undersigned represents that (i) the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws, (ii) the undersigned is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act and (iii) the undersigned, nor any person or entity with whom the undersigned shares beneficial ownership of this Warrant, is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Act.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. ByTO: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ECOLOGY COATINGS, Suite 400, Rockville, MD 20850 To: CERECOR INC. (the “Company”THE "COMPANY") 1. The undersigned hereby: [ ] elects to purchase___purchase _____ shares of Common Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares of Common Stock. 2. Please issue a certificate or certificates representing ________ said shares in the name of the undersigned or in such other name or names as are specified below:: -------------------------------------------- (Name) -------------------------------------------- -------------------------------------------- (Address) 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. To-------------------------------------------- (Signature) ------------------------ (Date) TO: CERECOR ECOLOGY COATINGS, INC. (the “Company”THE "COMPANY") 1. Contingent upon and effective immediately prior to the closing (the “"Closing”") of the Company’s 's public offering contemplated by the Registration Statement on Form S_, filed, __, filed___________, 200__, the undersigned hereby: [ ] elects to purchase________shares purchase _____ shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares of Common Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch _____________ shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $_________ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇▇_______________________________ Name: _____________________________ Title: ______________________________ Address: ▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 ▇ To: CERECOR PALATIN TECHNOLOGIES, INC. (the “Company”) 1. The undersigned hereby: o elects to purchasepurchase ________ shares of Common Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to ________ shares of Common Stock. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. ___________________________________________ (Date) ___________________________________________ To: CERECOR PALATIN TECHNOLOGIES, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___, filedfiled ________, 20020__, the undersigned hereby: o elects to purchase________shares purchase ________ shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to ________ shares of Common Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch ________ shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $_________ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇▇_______________________________ Name: _____________________________ Title: ______________________________ Address: ▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 ▇ To: CERECOR PALATIN TECHNOLOGIES, INC. (the “Company”) 1. The undersigned hereby: elects to purchasepurchase ________ shares of Common Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to ________ shares of Common Stock. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR PALATIN TECHNOLOGIES, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___, filedfiled ________, 20020__, the undersigned hereby: elects to purchase________shares purchase ________ shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to ________ shares of Common Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch ________ shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $_________ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer CEO Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇. San Diego, Suite 400, Rockville, MD 20850 CA 92121 To: CERECOR INC. AMBIT BIOSCIENCES CORPORATION (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR INC. AMBIT BIOSCIENCES CORPORATION (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: ¨ elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: By /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Title President and CEO Address: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Rd., Suite 400#160A La Jolla, Rockville, MD 20850 CA 92037 To: CERECOR INC. PHENOMIX CORPORATION (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR INC. PHENOMIX CORPORATION (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__, the undersigned hereby: ¨ elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject mattermatter (other than, for the avoidance of doubt, the Warrant to purchase Series B Preferred Stock of the Company and the Warrant to purchase Series C Preferred Stock of the Company, each dated as of February 5, 2008). [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Warrant Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ By Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Executive Officer Address: Mascoma Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, Suite 400▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR INC. MASCOMA CORPORATION (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of [Applicable Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR INC. MASCOMA CORPORATION (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: ¨ elects to purchase________shares purchase shares of [Applicable Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 400▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, Rockville, MD 20850 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ To: CERECOR TISSUELINK MEDICAL, INC. (the “Company”) 1. The undersigned hereby: elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. To: CERECOR TISSUELINK MEDICAL, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Warrant Date of Grant specified above. ByBy Title Address: /s/ Schond Mascoma Corporation ▇. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR INC. MASCOMA CORPORATION (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of [Applicable Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR INC. MASCOMA CORPORATION (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: ¨ elects to purchase________shares purchase shares of [Applicable Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: By /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: K▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ K▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇. ▇▇▇▇▇▇ Title President and CEO Address: Avalon Pharmaceuticals, Inc. 1▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Suite 400, Rockville▇ Gaithersburg, MD 20850 20878 To: CERECOR AVALON PHARMACEUTICALS, INC. (the “Company”) 1. The undersigned hereby: o elects to purchase________ shares purchase_________shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to_________Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares representing_________shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR AVALON PHARMACEUTICALS, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___, filed_____________, 200_____________, the undersigned hereby: o elects to purchase________shares purchase_________shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to_____________Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch_____________ shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $_________or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇D▇▇▇▇▇ ▇. ▇▇▇▇ Name: D▇▇▇▇▇ ▇. ▇▇▇▇ Title: Chief Financial Officer CEO Address: 4▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ ▇▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR INC. AMBIT BIOSCIENCES CORPORATION (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR INC. AMBIT BIOSCIENCES CORPORATION (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: ¨ elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Nahi Name: ▇▇▇▇ Nahi Title: PRES & CEO Address: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR ENPHASE ENERGY, INC. (the “Company”) 1. The undersigned hereby: ¨ elects to purchasepurchase _________ shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to ______ Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below:. 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, shares all except as in compliance with applicable securities laws. (Signature) _______________ (Date) To: CERECOR ENPHASE ENERGY, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___, filed__filed ______, 200__, the undersigned hereby: elects ¨ elect to purchase________shares purchase _____ shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to ______ Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch ______ shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $_________ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Warrant Date of Grant specified above. By: /s/ Schond ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Executive Officer Address: Mascoma Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, Suite 400▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR INC. MASCOMA CORPORATION (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of [Applicable Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR INC. MASCOMA CORPORATION (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: ¨ elects to purchase________shares purchase shares of [Applicable Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing. (Signature) (Date) 4035312 8100 080120020 You may verify this certificate online at ▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇.▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Windsor ▇▇▇▇▇▇▇ ▇▇▇▇▇ Windsor, Secretary of State AUTHENTICATION: 6361069 DATE: 02-05-08 Mascoma Corporation, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. INTERLEUKIN GENETICS, INC. By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: K▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: K▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Chief Financial Officer CEO Address: ▇1▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR INTERLEUKIN GENETICS, INC. (the “Company”) 1. The undersigned hereby: ☐ elects to purchase________ shares of Common Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ☐ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares of Common Stock. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR INTERLEUKIN GENETICS, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___, filed________, 20020__, the undersigned hereby: ¨ elects to purchase________shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares of Common Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 To▇ Title: CERECOR INC. (the “Company”)President and CEO 1. The undersigned hereby: hereby elects to purchasepurchase ____________ shares of Common Stock of the Company pursuant to the terms of the attached Warrant, . 2. The undersigned elects to exercise the attached Warrant by means of a cash payment and tenders herewith payment of the purchase price of such shares in full, or elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares of Common Stock. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. To: CERECOR INCThe undersigned represents that it is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended. 3. (Please issue a certificate or certificates representing said shares in the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) name of the Company’s public offering contemplated by the Registration Statement on Form S___, filedundersigned or in such other name or names as are specified below: Date: ________, 200__, the ___ 1. The undersigned hereby: hereby elects to purchase________shares purchase ____________ shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares of Common Stock. 2. Please deliver The undersigned elects to exercise the attached Warrant and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any, by means of a cashless exercise, such that payment shall take the form of the cancellation of such number of shares of Common Stock of the Company as is necessary, in accordance with the formula set forth in subsection 1(b), to exercise this Warrant with respect to the custodian for above number of shares of Common Stock purchasable pursuant to the selling shareholders a stock certificate representing such________sharescashless exercise procedure set forth in subsection 1(b). 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________or, if less, the net proceeds due the undersigned from the sale of Please issue a certificate or certificates representing said shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, name of the undersigned agrees to deliver the difference to the Company prior to the Closing.or in such other name or names as are specified below:

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. IMPINJ, INC. By: /s/ Schond ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer CFO Address: ▇▇▇ ▇.▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR IMPINJ, INC. (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR IMPINJ, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S- filed , filed________, 200__20 , the undersigned hereby: ¨ elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to Purchase Shares of Common Stock of Sunesis Pharmaceuticals, Inc. to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Ph.D. Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Financial Officer Sr. Vice President and General Counsel Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR SUNESIS PHARMACEUTICALS, INC. (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of Common Stock common stock of the Company pursuant to the terms of the attached Warrantwarrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 9 of the attached Warrant warrant with respect to________shares to shares of Common Stockcommon stock. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. To: CERECOR INC(Signature) THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE UNDERLYING SECURITIES MAY NOT BE TRANSFERRED UNLESS (I) THIS WARRANT AND THE UNDERLYING SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) THIS WARRANT AND THE UNDERLYING SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K) OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. THIS CERTIFIES THAT, for value received, Warburg, ▇▇▇▇▇▇ Netherlands Equity Partners I, C.V. is entitled to subscribe for and purchase 12,077 fully paid and nonassessable shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of Sunesis Pharmaceuticals, Inc., a Delaware corporation (the “Company”) 1. Contingent , at a price per share equal to $6.21 (such price and such other price as shall result, from time to time, from the adjustments specified in Section 4 hereof is herein referred to as the “Warrant Price”), upon the terms and effective immediately prior subject to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___, filed________, 200__, the undersigned hereby: elects to purchase________shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares of Common Stockconditions hereinafter set forth. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject mattermatter (other than, for the avoidance of doubt, the Warrant to purchase Series B Preferred Stock of the Company and the Warrant to purchase Series C Preferred Stock of the Company, each dated as of February 5, 2008). [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Warrant Date of Grant specified above. By: MASCOMA CORPORATION By /s/ Schond ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Executive Officer Address: Mascoma Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, Suite 400▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR INC. MASCOMA CORPORATION (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of [Applicable Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR INC. MASCOMA CORPORATION (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: ¨ elects to purchase________shares purchase shares of [Applicable Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing. (Signature) (Date) 4035312 8100 080482489 You may verify this certificate online at ▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇.▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Windsor ▇▇▇▇▇▇▇ ▇▇▇▇▇ Windsor, Secretary of State AUTHENTICATION: 6555045 DATE: 04-29-08 Mascoma Corporation, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇NIMBLEGEN SYSTEMS INC. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer By Title Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR NIMBLEGEN SYSTEMS INC. (the “Company”) 1. The undersigned hereby: r elects to purchase________ purchase shares of Common Stock [Series Preferred Stock][Common Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or r elects to exercise its net issuance rights pursuant to Section section 10.2 of the attached Warrant with respect to________shares to Shares of Common [Series Preferred Stock][Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR NIMBLEGEN SYSTEMS INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__, the undersigned hereby: r elects to purchase________shares purchase shares of Common Stock [Series Preferred Stock][Common Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or r elects to exercise its net issuance rights pursuant to Section section 10.2 of the attached Warrant with respect to________shares to Shares of Common [Series Preferred Stock][Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Warrant Date of Grant specified above. ByBy Title Address: /s/ Schond Mascoma Corporation ▇. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR INC. MASCOMA CORPORATION (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of [Applicable Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) _______________ (Date) To: CERECOR INC. MASCOMA CORPORATION (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: ¨ elects to purchase________shares purchase shares of [Applicable Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing. (Signature) _______________ (Date) THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THIS WARRANT.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified aboveDOT HILL SYSTEMS CORP. By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 ToDate: CERECOR INC. (the “Company”)13 EXHIBIT A-1 NOTICE OF EXERCISE 1. The undersigned hereby: o elects to purchase________ purchase shares of Common Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to shares of Common Stock. 2. Please issue a certificate or certificates representing ________ said shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. To: CERECOR INC. (the “Company”)Date) EXHIBIT A-2 NOTICE OF EXERCISE 1. Contingent upon and effective immediately prior to the closing (the “"Closing”") of the Company’s 's public offering contemplated by the Registration Statement on Form S___, filed________, 200__19, the undersigned hereby: o elects to purchase________shares purchase shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of Common Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing. SUN MICROSYSTEMS, INC.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇, INC. By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Title Chairman – CEO Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR TOLERION. INC. (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of [Series A Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series A Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR TOLERION, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__, the undersigned hereby: ¨ elects to purchase________shares purchase shares of [Series A Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series A Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing. (Signature) I, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CORRECTION OF “TOLERION, INC.”, FILED IN THIS OFFICE ON THE TWENTY-THIRD DAY OF OCTOBER, A.D. 2002, AT 9 O’CLOCK A.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS. /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, Secretary of State 3313381 8100 AUTHENTICATION: 2052992 ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, for and on behalf of Tolerion, Inc., a Delaware corporation (the “Company”), hereby certifies as follows: 1. The name of the corporation is Tolerion, Inc. 2. The original Certificate of Incorporation of the Company was filed with the Secretary of State of the State of Delaware on December 6, 2000 at which time the name of the corporation was SunVax, Inc. 3. A Certificate of Amendment of the Certificate of Incorporation of the Company was filed with the Secretary of State of the State of Delaware on April 5, 2002. 4. A Restated Certificate of Incorporation of the Company was filed with the Secretary of State of the State of Delaware on April 23, 2002. 5. A Restated Certificate of Incorporation (the “Restated Certificate”) of the Company was filed with the Secretary of State of the State of Delaware on July 31, 2002, and said Restated Certificate requires correction as permitted by Section 103(f) of the General Corporation Law of the State of Delaware. 6. The following language was erroneously included in ARTICLE IV, Section A of the Restated Certificate and should be, and hereby is, deleted because the “Reverse Split” discussed therein was effected upon the filing of the Restated Certificate of Incorporation of the Company with the Secretary of State of the Slate of Delaware on April 23, 2002: “Immediately upon the filing of this Certificate with the Secretary of State of the State of Delaware, each share of the Company’s Common Stock outstanding immediately prior to such filing shall be automatically split to constitute 0.2366 of one share of the Company’s Common Stock. The split of outstanding shares of Common Stock effected by the foregoing sentence of this Section A shall be referred to as the “Reverse Split.” The Reverse Split shall occur without any further action on the part of the Company or the holder thereof and whether or not certificates representing such holder’s shares prior to the Reverse Split are surrendered for cancellation. No fractional interest in a share of Common Stock shall be deliverable upon the Reverse Split. All shares of Common Stock (including fractions thereof) issuable upon the Reverse Split held by a holder prior to the Reverse Split shall be aggregated for purposes of determining whether the Reverse Split would result in the issuance of any fractional share. Any fractional share resulting from such aggregation of Common Stock upon the Reverse Split shall be rounded down to the nearest whole share of Common Stock if such fractional share is less than 1/2 of one share and shall be rounded up to the nearest whole share of Common Stock if such fractional share is equal to or greater than 1 /2 of one share. The Company shall not be obliged to issue certificates evidencing the shares of Common Stock outstanding as a result of the Reverse Split unless and until the certificates evidencing the shares held by a holder prior to the Reverse Split are either delivered to the Company or its transfer agent, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Immediately after the Reverse Split, the rights, preferences, privileges, restrictions and other matters related to the Common Stock are as set forth below in Section C.” 7. That the Restated Certificate of Incorporation of the Company, as corrected, is set forth in its entirety as Exhibit A hereto.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreementsagreement, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. ENPHASE ENERGY, INC. By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Nahi Name: ▇▇▇▇ Nahi Title: President & Chief Executive Office Address: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR ENPHASE ENERGY, INC. (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR ENPHASE ENERGY, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: ¨ elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. ByDEPOMED, INC. By Title Address: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇'▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR DEPOMED, INC. (the “"Company”") 1. The undersigned hereby: / / elects to purchase________ purchase shares of Common Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or / / elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of Common Stock. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below:: (Address) 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. To: CERECOR DEPOMED, INC. (the “"Company”") 1. Contingent upon and effective immediately prior to the closing (the “"Closing”") of the Company’s 's public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__20 , the undersigned hereby: / / elects to purchase________shares purchase shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or / / elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of Common Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing. LOAN AGREEMENT SUPPLEMENT No. [ ], dated , ("Supplement"), to the Loan and Security Agreement dated as of March 29, 2001 (the "Loan Agreement") by and among DEPOMED, INC., a California corporation ("Borrower"), and GATX Ventures, Inc. ("Lender"). Unless otherwise defined herein, capitalized terms have the meanings given to such terms in the Loan Agreement. 1. To secure the prompt payment by Borrower of the principal of and interest on, and all other amounts from time to time outstanding under the Loan Agreement, and the performance and observance by Borrower of all the agreements, covenants and provisions contained in the Loan Agreement, Borrower does hereby grant unto Lender and its successors and assigns, a first priority security interest in all of Borrower's right, title and interest in each item of equipment and other property described in Annex A hereto, which equipment and other property shall be deemed to be additional "Financed Equipment." The list of Financed Equipment in Annex A hereto shall be construed as a supplement to, and deemed part of, the Equipment Collateral listed in Section 4.1 of the Loan Agreement and shall form a part thereof, and the Loan Agreement is hereby incorporated by reference herein and is hereby ratified, approved and confirmed. 2. Attached as Annex B hereto is the Loan Terms Schedule with respect to the Loan the proceeds of which will be used to finance the Financed Equipment listed in Annex A hereto. 3. The Financed Equipment shall be located at the following address: . 4. The proceeds of the Loan should be transferred to Borrower's account as set forth in Section 2.4(c) of the Loan Agreement. 5. Borrower hereby certifies that (a) the foregoing information is true and correct and authorizes Lender to endorse in its respective books and records, the Basic Rate applicable to the Funding Date of the Loan contemplated in this Loan Agreement Supplement and the principal amount set forth in the Loan Terms Schedule; (b) the representations and warranties made by Borrower in Section 5 of the Loan Agreement and in the other Loan Documents are true and correct on the date hereof and will be true and correct on such Funding Date; (c) Borrower has met or will by such Funding Date meet all conditions set forth in Section 3 of the Loan Agreement; (d) Borrower is now, and on such Funding Date will be, in compliance with the covenants and the requirements contained in Sections 6 and 7 of the Loan Agreement; and (e) no Default or Event of Default has occurred and is continuing under the Loan Agreement. 6. This Supplement is being delivered in the State of California. 7. This Supplement may be executed by Borrower and Lender in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Warrant Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ , Ph.D. Title: Chief Financial Executive Officer Address: Phenomix Corporation ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Suite 400▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR INC. PHENOMIX CORPORATION (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ shares of [Applicable Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to________Shares of [Applicable Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) _______________ (Date) To: CERECOR INC. PHENOMIX CORPORATION (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___, filed________, 200__, the undersigned hereby: ¨ elects to purchase________shares of [Applicable Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to________Shares of [Applicable Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties parries pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇J▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: General Counsel & Corporate Secretary Address: 1▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR COMSCORE NETWORKS, INC. (the “Company”) 1. The undersigned hereby: o elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR COMSCORE NETWORKS, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: o elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing. (Signature) (Date) SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COMSCORE NETWORKS, INC. a Delaware corporation (Originally incorporated on August 18, 1999) comScore Networks, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: 1. The name of the corporation is comScore Networks, Inc., originally incorporated as comScore, inc. The original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on August 18, 1999. 2. The amendment and restatement herein set forth has been duly approved by the Board of Directors of the corporation and by the stockholders of the corporation pursuant to Sections 141, 228 and 242 of the General Corporation Law of the State of Delaware (“Delaware Law”). Approval of this amendment and restatement was approved by a written consent signed by the stockholders of the corporation pursuant to Section 228 of the Delaware Law. 3. The restatement herein set forth has been duly adopted pursuant to Section 245 of the Delaware Law. This Amended and Restated Certificate of Incorporation restates and integrates and amends the provisions of the corporation’s Certificate of Incorporation. 4. The text of the Certificate of Incorporation is hereby amended and restated to read in its entirety as follows: ARTICLE I The name of this Corporation is comScore Networks, Inc. ARTICLE II The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ of N▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE III The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. M. ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇M ▇▇▇▇▇ Title: Chief Financial Officer CEO Address: 4▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇. San Diego, Suite 400, Rockville, MD 20850 CA 92121 To: CERECOR INC. AMBIT BIOSCIENCES CORPORATION (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR INC. AMBIT BIOSCIENCES CORPORATION (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: ¨ elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Warrant Date of Grant specified above. By: /s/ Schond ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Executive Officer Address: Mascoma Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, Suite 400▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR INC. MASCOMA CORPORATION (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of [Applicable Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR INC. MASCOMA CORPORATION (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: ¨ elects to purchase________shares purchase shares of [Applicable Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing. (Signature) (Date) 4035312 8100 080120020 You may verify this certificate online at ▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇.▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Windsor ▇▇▇▇▇▇▇ ▇▇▇▇▇ Windsor, Secretary of State AUTHENTICATION: 6361069 DATE: 02-05-08 Mascoma Corporation, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Warrant Date of Grant specified above. By: By /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇T▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title CEO Address: AcelRx Pharmaceuticals, Inc. 5▇▇ Title: Chief Financial Officer Address: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR ACELRX PHARMACEUTICALS, INC. (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of [Applicable Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR ACELRX PHARMACEUTICALS, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: ¨ elects to purchase________shares purchase shares of [Applicable Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. EASIC CORPORATION By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇Title: Address: 25▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Suite 400▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ By: Name: Title: Address: To: CERECOR INC. EASIC CORPORATION (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR INC. EASIC CORPORATION (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__20 , the undersigned hereby: ¨ elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇By ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Title Vice President, Operations Address: ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Suite 400▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR INC. Neurogenetics, Inc. (the “Company”) 1. The undersigned hereby: elects to purchase________ purchase shares of [Series A Preferred Stock] [ Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series A Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR INC. Neurogenetics, Inc. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__, the undersigned hereby: elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price prices for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Executive Officer and President Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., Suite 400▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR TITAN PHARMACEUTICALS, INC. (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ shares of Common Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 11.2 of the attached Warrant with respect to________shares to________ shares of Common Stock. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below:: (Name) 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR TITAN PHARMACEUTICALS, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___, filed________, 20020__, the undersigned hereby: ¨ elects to purchase________shares purchase ________ shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 11.2 of the attached Warrant with respect to________shares to ________ shares of Common Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch ________ shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has and the holder have caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: President and Chief Executive Officer Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ By: FCO VII CLO CM LLC, its collateral manager By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Authorized Signatory Address: 1345 Avenue of the ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR ARGOS THERAPEUTICS, INC. (the “Company”) 1. The undersigned hereby: [_] elects to purchase________ shares of Common Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or [_] elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares of Common Stock. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR ARGOS THERAPEUTICS, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___, filed________, 20020__, the undersigned hereby: [_] elects to purchase________shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or [_] elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares of Common Stock. 2. Please deliver to the custodian for the selling shareholders stockholders a stock certificate representing such________shares. 3. The undersigned has instructed the custodian for the selling shareholders stockholders to deliver to the Company $________or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Warrant Date of Grant specified above. By: By /s/ Schond ▇. ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Suite 400▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR INC. Reliant Technologies, Inc. (the “Company”) 1. The undersigned hereby: o elects to purchase________ purchase shares of [Applicable Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or o elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR INC. Reliant Technologies, Inc. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: o elects to purchase________shares purchase shares of [Applicable Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or o elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. INFOCAST CORPORATION By: /s/ Schond ▇▇▇▇▇ ▇▇▇▇▇ ------------------------------------- Title: President Address: ▇ ▇▇▇▇▇▇▇▇ ▇▇. ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇, ▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 NOTICE OF EXERCISE To: CERECOR INC. INFOCAST CORPORATION (the “"Company”") 1. The undersigned hereby: |_| elects to purchase______purchase __ shares of Common Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or |_| elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to ___ shares of Common Stock. 2. Please issue a certificate or certificates representing ________ said shares in the name of the undersigned or in such other name or names as are specified below:: ______________________________ (Name) ______________________________ ______________________________ (Address) 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. SUN MICROSYSTEMS, INC. ______________________________ (Signature) ___________________________ (Date) EXHIBIT A-2 NOTICE OF EXERCISE To: CERECOR INC. INFOCAST CORPORATION (the “"Company”") 1. Contingent upon and effective immediately prior to the closing (the “"Closing”") of the Company’s 's public offering contemplated by the Registration Statement on Form S___S-1, filedfiled ________, 200__, 2000 the undersigned hereby: |_| elects to purchase________shares purchase ____ shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or |_| elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to ___ Shares of Common Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch _______ shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $_________ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: METABASIS THERAPEUTICS, INC. By /s/ Schond ▇▇▇▇ ▇. ▇▇▇▇ Title VP of Finance & CFO Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Name▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Agreed and Accepted: GATX VENTURES, INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ , ▇▇. Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 Senior Vice President To: CERECOR INC. Metabasis Therapeutics, Inc. (the “"Company”") 1. The undersigned hereby: o elects to purchase________ purchase shares of [Series D Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or o elects to exercise its net issuance rights pursuant to Section 10.2 11.2 of the attached Warrant with respect to________shares to Shares of [Series D Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with securities laws applicable securities lawsto the Company and the Company's shareholders. (Signature) To: CERECOR INC. Metabasis Therapeutics, Inc. (the “"Company”") 1. Contingent upon and effective immediately prior to the closing (the “"Closing”") of the Company’s 's public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__20 , the undersigned hereby: o elects to purchase________shares purchase shares of [Series D Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or o elects to exercise its net issuance rights pursuant to Section 10.2 11.2 of the attached Warrant with respect to________shares to Shares of [Series D Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified aboveRIBOZYME PHARMACEUTICALS, INC. By:__________________________________ Name: /s/ Schond ▇. Title: Address: 2950 Wilderness Place ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 To: CERECOR INC. (the “Company”)NOTICE OF EXERCISE 1. The undersigned hereby: [ ] elects to purchase___purchase _____ shares of Common Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or [ ] elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to ____ shares of Common Stock. 2. Please issue a certificate or certificates representing ________ said shares in the name of the undersigned or in such other name or names as are specified below:: ------------------------------------- (Name) ------------------------------------- ------------------------------------- ------------------------------------- (Address) 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. To------------------------------------- (Signature) Dated: CERECOR INC. (the “Company”)_______________________________ NOTICE OF EXERCISE 1. Contingent upon and effective immediately prior to the closing (the “"Closing”") of the Company’s 's public offering contemplated by the Registration Statement on Form S_, filed, __, filed___________, 200__, the undersigned hereby: [ ] elects to purchase________shares purchase _____ shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or [ ] elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to _____ Shares of Common Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch _____________ shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $_________ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing. ------------------------------------- (Name) ------------------------------------- ------------------------------------- ------------------------------------- (Address) Dated: __________________________ EXHIBIT C FORM OF OPINION OF COMPANY COUNSEL [Subject to customary qualifications] 1. The Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business as a foreign corporation and is in good standing under the laws of the State of Colorado. The Company has the requisite corporate power and authority to own its properties and conduct its business as it is presently conducted. 2. The Common Shares have been duly authorized, and when issued, delivered and paid for in accordance with the terms of the Common Stock and Warrant Purchase Agreement, will be validly issued, fully paid and nonassessable. 3. The Company has the requisite corporate power and authority to execute, deliver and perform the Common Stock and Warrant Purchase Agreement. The Common Stock and Warrant Purchase Agreement has been duly and validly authorized by the Company, duly executed and delivered by an authorized officer of the Company and constitutes a legal, valid and binding obligation of the Company, enforceable by each of you against the Company in accordance with its terms. 4. There are no statutory preemptive rights. 5. Other than in connection with any securities laws, the Company's execution and delivery of, and its performance and compliance as of the date hereof with the terms of the Common Stock and Warrant Purchase Agreement does not violate any provision of any federal, Delaware corporate law, rule or regulation applicable to the Company or any provision of the Company's Certificate of Incorporation, as amended to the date hereof, or Bylaws, as amended to the date hereof, and does not conflict with or constitute a default under the provisions of any of the material agreements set forth on Schedule A hereto to which the Company is a party. 6. Assuming the accuracy of the representations and warranties of each of the Investors in the Common Stock and Warrant Purchase Agreement, the offer and sale of the Shares pursuant to the terms of the Common Stock and Warrant Purchase Agreement are exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the "Securities Act"). 7. Other than in connection with any securities laws, all consents, approvals, permits, orders or authorizations of, and all qualifications by and registrations with, any federal or state governmental authority on the part of the Company required in connection with the execution and delivery of the Common Stock and Warrant Purchase Agreement and the consummation at the Closing of the transactions contemplated by the Common Stock and Warrant Purchase Agreement have been obtained and are effective, and we are not aware of any proceedings, or written threat of any proceedings, that question the validity thereof. EXHIBIT D FORM OF OPINION OF INTELLECTUAL PROPERTY COUNSEL Re: Ribozyme Pharmaceuticals, Inc. Dear Sirs: We represent Ribozyme Pharmaceuticals, Inc. ("the Company") in connection with the issued patents and pending patent applications listed in Exhibit A, issued trademark registrations and pending trademark applications listed in Exhibit B, and related intellectual property matters. This letter, issued at the Company's request, is limited accordingly. a. We have disclosed or at all relevant times intended and intend to disclose to the United States Patent and Trademark Office any references known by us to be material to the patentability of the claimed inventions of the United States patent applications of the Company being prosecuted by us and listed on Exhibit A in a manner that satisfies 37 C.F.R. ss. 1.56. b. All patents and applications that are being or have been prosecuted by us relating to RNA interference (RNAi) processes mediated by small interfering nucleic acid (siNA, including siRNA) molecules (collectively, RNAi technology), as identified on Exhibit C, have been assigned to the Company, or the inventors on such patents or patent applications have been represented to us as being employees of the Company under an obligation to assign their rights in such patents or patent applications to the Company. To the best of our knowledge, all of the remaining patents, trademarks, and applications being prosecuted by us and listed on Exhibit A and Exhibit B either have been assigned or licensed to the Company, or one or more inventors on such patents or patent applications are under an obligation to assign their rights in such patents or patent applications to the Company or to the Company's licensor. c. But for the exceptions noted below, we have not, within the last one-year period, received any written notice from a third party challenging ownership, validity, or enforceability of any patent or trademark of the Company. Moreover, but for the exceptions noted below, we have not, within the last one-year period, received any information from the Company regarding any written notice from a third party challenging ownership, validity, or enforceability of any patent or trademark of the Company. As to the subject matter of the siNA applications identified in Exhibit C, and but for the exceptions noted below, we have not received and we are not aware of the Company having received any notice from any third party charging patent infringement or challenging the ownership, validity, or enforceability of the Company's position. Exceptions: (i) a potential interference proceeding in the U.S. Patent and Trademark Office against Hybridon; (ii) a pending re-examination proceeding filed by a third party in the U.S. Patent and Trademark Office against one of the Company's Inbound License Agreement Patents; (iii) an opposition proceeding in the European Patent Office against one of the Company's Inbound License Agreement Patents; (iv) a pending opposition proceeding filed by the Company in the European Patent Office against a third-party patent application; (v) a possible opposition proceeding being contemplated by the Company in the European Patent Office against a third-party patent application; and (vi) pending opposition proceedings have been filed by two companies, Klinge Pharma and Sofex, against the Company's application to ▇▇▇▇in trademark registration in the European Community for the mark, "Ribozyme Pharmaceuticals, Inc." We understand t▇▇▇ the Company has disclosed the exceptions noted above. d. We have not, within the last one-year period, received any written notice threatening litigation against the Company for infringement with respect to any patent, trademark, or copyright, or threatening litigation for unfair competition or misappropriation of trade secret. Moreover, we have not, within the last one-year period, received any information from the Company regarding any written notice, received by the Company, threatening litigation against the Company for infringement with respect to any patent, trademark, or copyright, or threatening litigation for unfair competition or misappropriation of trade secret. However, the Company has advised us of prior communications with Anjinomoto (Japan) and Gene Shears (Australia), which situations have been disclose▇ ▇▇ ▇▇▇ ▇▇mpany to our understanding, and we note the general exceptions listed above. e. We do not represent the Company in connection with pending litigation against the Company concerning patent infringement, trademark infringement, copyright infringement, unfair competition, or misappropriation of trade secret. Moreover, we are not aware of pending litigation against the Company concerning patent infringement, trademark infringement, copyright infringement, unfair competition, or misappropriation of trade secret. However we note the general exceptions listed above. f. To the best of our knowledge, based on the information given to us to date by the Company about the Company's processes and the conduct of its business, we are not presently aware of any situation in which the Company's processes or the conduct of its business are violating any patents, trademarks, copyrights, trade secrets, or other proprietary rights of a third party. To the extent we have considered any specific aspect of the Company's processes or its business in relation to a specific patent, trademark, or copyright of a third party, we have not issued any opinion that is adverse to the Company and would, in our judgment, materially and adversely impact the Company's business. Specifically as to RNAi technology, we previously reviewed the published patent applications identified in Exhibit D; under U.S. law, we believe the claims presented in these published patent applications did not literally claim a product that completely lacks any naturally occurring ribonucleotide. We also note the general exceptions listed above. g. We are not aware of any outstanding order, judgment, decree, or stipulation issued by a court or agency of any United States governmental unit that materially restricts the use, sale, transfer, assignment or licensing of the patent or trademark rights or that materially restricts the current business activities of the Company. The Company has not advised us as to any outstanding order, judgment, decree, or stipulation issued by a court or agency of any United States governmental unit that materially restricts the use, sale, transfer, assignment or licensing of the patent or trademark rights or that materially restricts the current business activities of the Company. h. To our knowledge, the Company has communicated with numerous organizations, directly or indirectly, regarding a potential license for those organizations under certain patent rights of the Company. The Company has also previously communicated with a third party company regarding possible infringement of one of the Company's trademarks. To our knowledge, the Company has brought no legal action for patent or trademark infringement against any such organization within the past year. i. We note that certain patents, trademarks, and applications identified in Exhibits A and B were handled in whole or in part by the Company's prior law firms, and we have limited knowledge with respect to such matters. In addition, we note that we have been instructed by the Company to abandon certain patents and patent applications that may not pertain to the Company's future focus of operation, and Exhibits A and B may not reflect these instructions in their entirety. j. We note that we have prepared this letter at the request of the Company in the belief and understanding that a community of interests exists between your clients and the Company. Be advised that, by permitting us to respond as set forth herein, the Company does not waive and does not intend to waive the attorney-client privilege with respect to any information which the Company has furnished to us. Moreover, please be advised that our comments to you should not be construed in any way to constitute a waiver of the protection of the attorney-client privilege with respect to any of our work for the Company. k. This letter and the information contained herein are being provided to you solely in relation to the Common Stock and Warrant Purchase Agreement (January 2003), and this letter is not to be quoted in whole or in part or otherwise referred to in any documents or notes, nor is it to be filed with any governmental agency or provided to other person without the prior written consent of our firm and the Company. l. We are the Company's U.S. counsel, and we represent only the Company in this matter. Third parties should obtain an opinion of their own counsel before making business or investment decisions in relation to this matter. EXHIBIT E FORM OF NON-COMPETITION and NON-SOLICITATION AGREEMENT This Non-Competition and Non-Solicitation Agreement (this "AGREEMENT") is entered into as of February ____, 2003, by and among Ribozyme Pharmaceuticals, Inc., a Delaware corporation (the "COMPANY") and _______________, an individual ("EMPLOYEE").

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Warrant Date of Grant specified above. ByBy /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇ COLIN R SOUTH Title PRESIDENT Address: /s/ Schond Mascoma Corporation ▇. ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR INC. MASCOMA CORPORATION (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of [Applicable Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR INC. MASCOMA CORPORATION (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: ¨ elects to purchase________shares purchase shares of [Applicable Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: CEO Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇ ▇▇▇▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR CEREPLAST, INC. (the “Company”) 1. The undersigned hereby: o elects to purchase________ purchase shares of Common Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to shares of Common Stock. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR CEREPLAST, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S_____, filedfiled , 200________, 200__, the undersigned hereby: o elects to purchase________shares purchase shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to shares of Common Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: ZAPME! CORPORATION By /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ -------------------------------- Title CFO & Secretary ----------------------------- Address: ▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Suite 400▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, Rockville, MD 20850 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ EXHIBIT A NOTICE OF EXERCISE To: CERECOR INC. (the “Company”)ZAPME! CORPORATION 1. The undersigned hereby: / / elects to purchasepurchase __________ shares of Common Series C Preferred Stock of the Company Satellite Online Solutions Corporation pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or / / elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to __________ Shares of Common Series C Preferred Stock. 2. Please issue a certificate or certificates representing ________ said shares in the name of the undersigned or in such other name or names as are specified below:: _______________________________ (Name) _______________________________ (Address) 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, with the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. _______________________________ (Signature) _______________ (Date) EXHIBIT A-1 NOTICE OF EXERCISE To: CERECOR INC. ZAPME! CORPORATION (the “"Company”") 1. Contingent upon and effective immediately prior to the closing (the “"Closing”") of the Company’s 's public offering contemplated by the Registration Statement on Form S_____, filedfiled _______________, 20019____, the undersigned hereby: / / elects to purchase________shares purchase __________ shares of Common Series C Preferred Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or / / elects to exercise its net issuance rights pursuant to Section 10.2 10.3 of the attached Warrant with respect to________shares to __________ Shares of Common Series C Preferred Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch __________ shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $$ __________ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.. _______________________________ (Signature) _______________ (Date) EXHIBIT B Articles of Incorporation

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇R▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 To: CERECOR INC. (the “Company”)CEO 1. The undersigned hereby: [ ] elects to purchase___purchase _____ shares of Common Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares of Common Stock. 2. Please issue a certificate or certificates representing ________ said shares in the name of the undersigned or in such other name or names as are specified below:: -------------------------------------------- (Name) -------------------------------------------- -------------------------------------------- (Address) 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. To: CERECOR INC. -------------------------------------------- (the “Company”Signature) ------------------------ (Date) 1. Contingent upon and effective immediately prior to the closing (the “"Closing”") of the Company’s 's public offering contemplated by the Registration Statement on Form S_, filed, __, filed___________, 200__, the undersigned hereby: [ ] elects to purchase________shares purchase _____ shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares of Common Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch _____________ shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $_________ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire ------------------------------ agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified aboveCORSAIR COMMUNICATIONS, INC. By:___________________________________ Title:________________________________ Address: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ EXHIBIT A NOTICE OF EXERCISE To: CERECOR CORSAIR COMMUNICATIONS, INC. (the “Company”). 1. The undersigned hereby: G elects to purchase_____purchase ___ shares of Common Series __ Preferred Stock of the Company CORSAIR COMMUNICATIONS, INC. pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or G elects to exercise its net issuance rights pursuant to Section 10.2 10.3 of the attached Warrant with respect to________shares to ___ Shares of Common Series __ Preferred Stock. 2. Please issue a certificate or certificates representing ________ said shares in the name of the undersigned or in such other name or names as are specified below:: (Name) (Address) 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. ________________________________________________________________________________ (Signature) (Date) EXHIBIT A-1 NOTICE OF EXERCISE To: CERECOR CORSAIR COMMUNICATIONS, INC. (the “"Company”") 1. Contingent upon and effective immediately prior to the closing (the “"Closing”") of the Company’s 's public offering contemplated by the Registration Statement on Form S____, filedfiled __________, 20019__, the undersigned hereby: G elects to purchase________shares purchase ___ shares of Common Series __ Preferred Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or G elects to exercise its net issuance rights pursuant to Section 10.2 10.3 of the attached Warrant with respect to________shares to ___ Shares of Common Series __ Preferred Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $such ________or_ shares. ________________________________________________________________________________ (Signature) (Date) EXHIBIT B AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CORSAIR COMMUNICATIONS, if lessINC., a Delaware corporation Corsair Communications, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is Corsair Communications, Inc. The original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on December 5, 1994 and was amended pursuant to a Certificate of Amendment of Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on January 25, 1995. 2. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, the net proceeds due Amended and Restated Certificate of Incorporation was adopted by the undersigned from corporation's Board of Directors and stockholders, the sale stockholders of the corporation having approved the Amended and Restated Certificate of Incorporation by the written consent of the holders of a majority of the outstanding shares in accordance with Section 228 thereof, and written notice having been given in accordance with the aforesaid public offeringrequirements of such Section. If The Amended and Restated Certificate of Incorporation restates, integrates and amends the provisions of the Certificate of Incorporation of this corporation. 3. The Certificate of Incorporation of the corporation is hereby amended and restated in its entirety as follows: ARTICLE I The name of this corporation is Corsair Communications, Inc.. ARTICLE II The address of this corporation's registered office in the State of Delaware is ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ of Kent 19901. The name of its registered agent at such net proceeds are less than address is Incorporating Services, Ltd. ARTICLE III The purpose of this corporation is to engage in any lawful act or activity for which a corporation may now or hereafter be organized under the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the ClosingDelaware General Corporation Law.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Warrant Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ By Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chief Executive Officer Address: Mascoma Corporation ▇▇ ▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 ▇ To: CERECOR INC. MASCOMA CORPORATION (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of Common Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of Common Stock. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR INC. MASCOMA CORPORATION (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__20 , the undersigned hereby: ¨ elects to purchase________shares purchase shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of Common Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has and the holder have caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: President and Chief Executive Officer Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Authorized Signatory Address: 1345 Avenue of the ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR ARGOS THERAPEUTICS, INC. (the “Company”) 1. The undersigned hereby: [_] elects to purchase________ shares of Common Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or [_] elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares of Common Stock. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR ARGOS THERAPEUTICS, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___, filed________, 20020__, the undersigned hereby: [_] elects to purchase________shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or [_] elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares of Common Stock. 2. Please deliver to the custodian for the selling shareholders stockholders a stock certificate representing such________shares. 3. The undersigned has instructed the custodian for the selling shareholders stockholders to deliver to the Company $________or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer CFO Address: ▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ P.O. Box 9300 Bozeman, Suite 400, Rockville, MD 20850 MT 59718-9300 To: CERECOR RIGHTNOW TECHNOLOGIES, INC. (the “Company”) 1. The undersigned hereby: o elects to purchase________ purchase shares of Common Series B Preferred Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to shares of Common Series B Preferred Stock. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR RIGHTNOW TECHNOLOGIES, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__20 , the undersigned hereby: o elects to purchase________shares purchase shares of Common Series B Preferred Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to shares of Common Series B Preferred Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject mattermatter (other than, for the avoidance of doubt, the Warrant to purchase Series B Preferred Stock of the Company and the Warrant to purchase Series C Preferred Stock of the Company, each dated as of February 5, 2008). [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Warrant Date of Grant specified above. By: By /s/ Schond ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Executive Officer Address: Mascoma Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, Suite 400▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR INC. MASCOMA CORPORATION (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of [Applicable Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR INC. MASCOMA CORPORATION (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: ¨ elects to purchase________shares purchase shares of [Applicable Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing. (Signature) (Date) 4035312 8100 090014738 You may verify this certificate online at ▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇.▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Windsor ▇▇▇▇▇▇▇ ▇▇▇▇▇ Windsor, Secretary of State AUTHENTICATION: 7069129 DATE: 01-08-09 Mascoma Corporation, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 To: CERECOR INC. (the “Company”): 1. The undersigned hereby: hereby elects to purchase________ purchase shares of Common Stock of the Company pursuant to the terms of the attached Warrant, . 2. The undersigned elects to exercise the attached Warrant by means of a cash payment and tenders herewith payment of the purchase price of such shares in full, or elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares of Common Stock. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. ToThe undersigned represents that it is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended. 3. Please issue a certificate or certificates representing said shares in the name of the undersigned or in such other name or names as are specified below: CERECOR INC. (the “Company”)Date: 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S- , filed________, 200__, 200 , the undersigned hereby: hereby elects to purchase________shares purchase shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or : 2. The undersigned elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares by means of Common Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________shares. 3cash payment. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. The undersigned represents that it is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended. 3. Please issue a certificate or certificates representing said shares in the name of the undersigned or in such other name or names as are specified below and deliver to the custodian for the selling shareholders: Date: 1. Contingent upon and effective upon the closing of a Change in Control that occurs during the term of the attached Warrant, the undersigned hereby elects to purchase shares of Common Stock of the Company pursuant to the terms of the attached Warrant. 2. The undersigned elects to exercise the attached Warrant and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any, by means of a cashless exercise, such that payment shall take the form of the cancellation of such number of shares of Common Stock of the Company as is necessary, in accordance with the formula set forth in subsection 2(b), to exercise this Warrant with respect to the above number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in subsection 2(b). 3. Please issue a certificate or certificates representing said shares in the name of the undersigned or in such other name or names as are specified below: Date:

Entire Agreement; Modification. This Warrant constitutes and the Loan Agreement constitute the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇Title: Address: ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 ▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ To: CERECOR CONVIO, INC. (the “Company”) 1. The undersigned hereby: o elects to purchase________ purchase shares of [Series D Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series D Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR CONVIO, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: o elects to purchase________shares purchase shares of [Series D Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series D Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. INTELEPEER, INC. By: /s/ Schond ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, Suite 400▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR INTELEPEER, INC. (the “Company”) 1. The undersigned hereby: o elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR INTELEPEER, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___$ , filed________filed , 200__200 , the undersigned hereby: o elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or o elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders stockholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders stockholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Warrant Date of Grant specified above. By: /s/ Schond A▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇A▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer CFO Address: ▇4▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mountain View, Suite 400, Rockville, MD 20850 CA 94043 To: CERECOR INC. Reliant Technologies, Inc. (the “Company”) 1. The undersigned hereby: o elects to purchase________ purchase shares of [Applicable Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or o elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR INC. Reliant Technologies, Inc. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned hereby: o elects to purchase________shares purchase shares of [Applicable Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or o elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇, INC. By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Title Chairman – CEO Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR TOLERION. INC. (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of [Series A Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series A Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR TOLERION, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__, the undersigned hereby: ¨ elects to purchase________shares purchase shares of [Series A Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series A Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: /s/ Schond ▇. M. ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇M ▇▇▇▇▇ Title: Chief Financial Officer CEO Address: 4▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇. San Diego, Suite 400, Rockville, MD 20850 CA 92121 To: CERECOR INC. AMBIT BIOSCIENCES CORPORATION (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Date) (Signature) To: CERECOR INC. AMBIT BIOSCIENCES CORPORATION (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__, 200 the undersigned hereby: ¨ elects to purchase________shares purchase shares of [Series Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares to Shares of [Series Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. INTERLEUKIN GENETICS, INC. By: /s/ Schond ▇. ▇▇▇▇▇▇Name: Title: Address: 1▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Suite 400, Rockville, MD 20850 ▇▇ ▇▇▇▇▇ To: CERECOR INTERLEUKIN GENETICS, INC. (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ shares of Common Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares of Common Stock. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) To: CERECOR INTERLEUKIN GENETICS, INC. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___, filed________, 20020__, the undersigned hereby: ¨ elects to purchase________shares of Common Stock of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to________shares of Common Stock. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered as of the Date of Grant specified above. By: METABASIS THERAPEUTICS, INC By /s/ Schond ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title VP of Finance & CFO Address: Agreed and Accepted: Name: GATX VENTURES, INC. By: Title: Chief Financial Officer Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Suite 400, Rockville, MD 20850 To: CERECOR INC. [Metabasis Therapeutics] (the “"Company”") 1. The undersigned hereby: o elects to purchase________ purchase shares of [Series C Preferred Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or o elects to exercise its net issuance rights pursuant to Section 10.2 11.2 of the attached Warrant with respect to________shares to Shares of [Series C Preferred Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below:: (Name) (Address) 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with securities laws applicable securities lawsto the Company and the Company's shareholders. (Signature) (Date) To: CERECOR INC. [Metabasis Therapeutics] (the “"Company”") 1. Contingent upon and effective immediately prior to the closing (the “"Closing”") of the Company’s 's public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__20 , the undersigned hereby: o elects to purchase________shares purchase shares of [Series C Preferred Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached Warrant, or o elects to exercise its net issuance rights pursuant to Section 10.2 11.2 of the attached Warrant with respect to________shares to Shares of [Series C Preferred Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.

Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. [Remainder of page intentionally blank. Signature page follows.] The Company has caused this Warrant to be duly executed and delivered delivery as of the Warrant Date of Grant specified above. By: /s/ Schond ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Chief Financial Officer CFO Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mountain View, Suite 400, Rockville, MD 20850 CA 94043 To: CERECOR INC. Reliant Technologies, Inc. (the “Company”) 1. The undersigned hereby: ¨ elects to purchase________ purchase shares of [Applicable Stock] [Common Stock Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please issue a certificate or certificates representing ________ shares in the name of the undersigned or in such other name or names as are specified below: 3. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. (Signature) (Date) To: CERECOR INC. Reliant Technologies, Inc. (the “Company”) 1. Contingent upon and effective immediately prior to the closing (the “Closing”) of the Company’s public offering contemplated by the Registration Statement on Form S___S , filed________filed , 200__200 , the undersigned Undersigned hereby: ¨ elects to purchase________shares purchase shares of [Applicable Stock] [Common Stock Stock] of the Company (or such lesser number of shares as may be sold on behalf of the undersigned at the Closing) pursuant to the terms of the attached WarrantWarrants, or ¨ elects to exercise its net issuance rights pursuant to Section 10.2 3(b) of the attached Warrant with respect to________shares to Shares of [Applicable Stock] [Common Stock]. 2. Please deliver to the custodian for the selling shareholders a stock certificate representing such________sharessuch shares. 3. The undersigned has instructed the custodian for the selling shareholders to deliver to the Company $________$ or, if less, the net proceeds due the undersigned from the sale of shares in the aforesaid public offering. If such net proceeds are less than the purchase price for such shares, the undersigned agrees to deliver the difference to the Company prior to the Closing.