Exhibit 10.5


 


INVESTOR RIGHTS AGREEMENT


 


This Investor Rights Agreement
(this “Agreement”) is made and entered into as of _______, 20__ among Acurx Pharmaceuticals, Inc., a corporation
organized under the laws of the State of Delaware (the “Company”), and each of the purchasers executing this Agreement
and listed on Schedule 1 attached hereto as of the date hereof (collectively, the “Initial Purchasers”).


 


This Agreement is being entered
into in connection with a closing pursuant to that certain Securities Purchase Agreement, dated as of _______, 20__, by and among the
Company and the Initial Purchasers (the “Initial Purchase Agreement”) and in connection with the closing on the date
hereof pursuant to the Securities Purchase Agreement, dated as of _______, 20__.


 


The Company and the Purchasers hereby agree as
follows:


 


1.            Definitions.


 


Capitalized terms used and
not otherwise defined herein shall have the meanings given such terms in the Initial Purchase Agreement. As used in this Agreement, the
following terms shall have the following meanings:


 


“Additional Closing”
means a closing by the Company under the Initial Purchase Agreement with additional purchasers as provided in the Initial Purchase Agreement.


 


“Business Day”
means any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of
New York generally are authorized or required by law or other government actions to close.


 


“Class A Membership
Interests” means the Company’s Class A Membership Interests.


 


“Commission”
means the Securities and Exchange Commission.


 


“Deemed Liquidation
Event” shall mean, unless the holders of at least a majority of the outstanding shares of Class A Membership Interests
elect otherwise by written notice sent to the Company at least five (5) days prior to the effective date of any such event:


 


(a)            a
merger or consolidation in which (i) the Company is a constituent party or (ii) a subsidiary of the Company is a constituent
party and the Company issues shares of its capital stock or membership interests pursuant to such merger or consolidation, except any
such merger or consolidation involving the Company or a subsidiary in which the shares of capital stock or membership interests of the
Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for equity
securities that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the equity securities
of (1) the surviving or resulting party or (2) if the surviving or resulting party is a wholly owned subsidiary of another party
immediately following such merger or consolidation or the parent of such surviving or resulting party; or


 






     


     


    

 


(b)            the
sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company
or any subsidiary of the Company of all or substantially all the assets or intellectual property of the Company and its subsidiaries taken
as a whole, or, if substantially all of the assets or intellectual property of the Company and its subsidiaries taken as a whole are held
by such subsidiary or subsidiaries, the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Company,
except where such sale, lease, transfer, exclusive license or other disposition is to the Company or one or more wholly owned subsidiaries
of the Company.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities, including
without limitation the Purchasers and their assignees.


 


“Indemnified Party”
shall have the meaning set forth in Section 6(c).


 


“Indemnifying Party”
shall have the meaning set forth in Section 6(c).


 


“Losses”
shall have the meaning set forth in Section 6(a).


 


“Person”
means an individual or a corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such
as a deposition), whether commenced or threatened.


 


“Prospectus”
means the prospectus included in any Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion
of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including
post-effective amendments, and all material incorporated by reference in such Prospectus.


 


“Purchase Agreement”
means the Initial Purchase Agreement and any additional Securities Purchase Agreement by and between the Company and any additional purchaser
with respect to any Additional Closing.


 


“Purchased Units”
means the Class A Membership Interests purchased by the Purchasers pursuant to the Purchase Agreement.


 


“Purchaser”
means, collectively, the Initial Purchasers and any additional purchasers.


 


“Registrable Securities”
means the Class A Membership Interests or other securities issued or issuable to each Purchaser or its transferee or designee upon
(i) any dividend or distribution with respect to, any exchange for or any replacement of such Purchased Units or (ii) upon any
conversion, exercise or exchange of any Class A Membership Interests or securities issued in connection with any such conversion,
exercise or exchange.


 






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“Registration Statement”
means the registration statements and any additional registration statements contemplated by Section 2, including (in each case)
the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments,
all exhibits thereto, and all material incorporated by reference in such registration statement.


 


“Required Holders”
means the holders of at least a majority of the Registrable Securities.


 


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


2.            Piggy-Back
Registration. Subject to Section 4 below, if at any time when there is not an effective Registration Statement covering all of
the Registrable Securities, the Company shall determine to prepare and file with the Commission a registration statement relating to an
offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4
or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely
in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee
benefit plans, the Company shall send to each Holder of Registrable Securities written notice of such determination and, if within seven
(7) Business Days after receipt of such notice, any such Holder shall so request in writing (which request shall specify the Registrable
Securities intended to be disposed of by the Holder), the Company will cause the registration under the Securities Act of all Registrable
Securities which the Company has been so requested to register by the Holder, to the extent required to permit the disposition of the
Registrable Securities so to be registered, provided that if at any time after giving written notice of its intention to register any
securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall
determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice
of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its
obligation to register any Registrable Securities in connection with such registration, and (ii) in the case of a determination to
delay registering, shall be permitted to delay registering any Registrable Securities being registered for the same period as the delay
in registering such other securities. The Company shall include in such registration statement all or any part of such Registrable Securities
such Holder requests to be registered. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should
reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Company after consultation
with the managing underwriter should reasonably determine that the inclusion of such Registrable Securities, would materially adversely
affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration
statement of fewer or none of the Registrable Securities of the Holders, then (x) the number of Registrable Securities of the Holders
included in such registration statement shall be reduced pro-rata among such Holders (based upon the number of Registrable Securities
requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion
of fewer Registrable Securities, or (y) none of the Registrable Securities of the Holders shall be included in such registration
statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities.
Notwithstanding the foregoing, the Company shall have no further obligation to register the Registrable Securities from and after the
date upon which such Registrable Securities are salable under Rule 144.


 






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3.            Registration
Expenses.


 


All fees and expenses incident
to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not the Registration Statement
is filed or becomes effective and whether or not any Registrable Securities are sold pursuant to the Registration Statement. The fees
and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (A) with respect to filings required to be made with each securities exchange, quotation system,
market or over-the-counter bulletin board on which Registrable Securities are required hereunder to be listed, if any, (B) with respect
to filings required to be made with the Commission, and (C) in compliance with state securities or Blue Sky laws, (ii) printing
expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing or photocopying
prospectuses), (iii) Securities Act liability insurance, if the Company so desires such insurance, and (iv) fees and expenses
of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement, including,
without limitation, the Company’s independent public accountants, if any (including, in the case of an underwritten offering, the
expenses of any comfort letters or costs associated with the delivery by independent public accountants of a comfort letter or comfort
letters) and legal counsel. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with
the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers
and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with
the listing of the Registrable Securities on any securities exchange as required hereunder.


 


4.            “Market Stand-Off”
Agreement. Notwithstanding anything set forth in Section 2 above, each Holder hereby agrees that it shall not, to the extent
requested by the Company or an underwriter of securities of the Company, sell or otherwise transfer or dispose of any securities of the
Company then owned by such Holder for up to 180 days following the effective date of any registration statement of the Company filed under
the Securities Act. In no event will the restricted period extend beyond 215 days after the effective date of the registration statement.


 


For purposes of this Section 4,
the term “Company” shall include any wholly-owned subsidiary of the Company into which the Company merges or consolidates.
To enforce the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the
shares subject to this Section 4 and to impose stop transfer instructions with respect to the securities and such other shares of
stock of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.
Each Holder further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within any reasonable
timeframe so requested.


 






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5.            Drag
Along Right. In the event that each of (a) the holders of a majority of the Class A Membership Interests and (b) the
Board of Directors (the “Board”) approve a Deemed Liquidation Event, then each Holder hereby agrees to vote (in person, by
proxy or by action by written consent, as applicable) all Class A Membership Interests of the Company now or hereafter directly or
indirectly owned of record or beneficially by such Holder in favor of, and adopt, such Deemed Liquidation Event and to execute and deliver
all related documentation and take such other action in support of the Deemed Liquidation Event as shall reasonably be requested by the
Company in order to carry out the terms and provision of this Section 5, including, without limitation, executing and delivering
instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent,
waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances)
and any similar or related documents.


 


6.            Indemnification.


 


(a)           Indemnification
by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the
officers, directors, members, partners, representatives, agents, brokers (including brokers who offer and sell Registrable Securities
as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees
of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted
by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation
and reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating
to (x) any untrue or alleged untrue statement of a material fact contained or incorporated by reference in the Registration Statement,
any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of
or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
(in the case of any Prospectus or form of prospectus or amendment or supplement thereto, in the light of the circumstances under which
they were made) not misleading (y) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any
other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or
sale of the Registrable Securities pursuant to a Registration Statement or (z) any violation of this Agreement, except to the extent,
but only to the extent, that such untrue statements or omissions are based solely upon information regarding such Holder furnished in
writing to the Company by such Holder expressly for use therein, which information was reasonably relied on by the Company for use therein;
provided, however, that the indemnity agreement contained in this section shall not apply to amounts paid in settlement of any Losses
if such settlement is effected without the prior written consent of the Company. The Company shall notify the Holders promptly of the
institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this
Agreement.


 






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(b)          Indemnification
by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, members, partners,
representatives, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities
Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling Persons, to the fullest
extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon any untrue statement
of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement
thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make
the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under
which they were made) not misleading, to the extent that (i) such untrue statement or omission is contained in or omitted from any
information so furnished in writing by such Holder to the Company specifically for inclusion in the Registration Statement or such Prospectus
and that such information was reasonably relied upon by the Company for use in the Registration Statement, such Prospectus, or in any
amendment or supplement thereto; provided, however, that the indemnity agreement contained in this section shall not apply to amounts
paid in settlement of any Losses if such settlement is effected without the prior written consent of the Holder, which consent shall not
be unreasonably withheld. Notwithstanding anything to the contrary contained herein, the Holder shall be liable under this section for
only 200% of the amount that does not exceed the net proceeds to such Holder as a result of the sale of such Registrable Securities pursuant
to such Registration Statement.


  


(c)          Conduct
of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder
(an “Indemnified Party”), such Indemnified Party promptly shall notify the Person from whom indemnity is sought (the
 “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including
the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all reasonable fees and expenses incurred
in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying
Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be determined by a court
of competent jurisdiction that such failure shall have adversely prejudiced the Indemnifying Party.


 


An Indemnified Party shall
have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party. The Indemnifying Party shall not be liable for any settlement of any
such Proceeding effected without its written consent. No Indemnifying Party shall, without the prior written consent of the Indemnified
Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes
an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding and does
not impose any monetary or other obligation or restriction on the Indemnified Party.


 


The indemnity agreements contained
herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party against the Indemnifying Party or
others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.


 






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(d)          Contribution.
If a claim for indemnification under Section 6(a) or 6(b) is unavailable to an Indemnified Party because of a failure or
refusal of a governmental authority to enforce such indemnification in accordance with its terms (by reason of public policy or otherwise),
then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified
Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any
action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material
fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount
paid or payable by a party as a result of any Losses shall be deemed to include any reasonable attorneys’ or other reasonable fees
or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees
or expenses if the indemnification provided for in this section was available to such party in accordance with its terms.


  


7.            Miscellaneous.


 


(a)          Remedies.
In the event of a breach by the Company or by a Holder, of any of their obligations under this Agreement, each Holder or the Company,
as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of
damages, will be entitled to seek specific performance of its rights under this Agreement. The Company and each Holder agree that monetary
damages may not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement
and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense
that a remedy at law would be adequate.


 


(b)          Consent
to Jurisdiction. Each of the Company and the Holders (i) hereby irrevocably submits to the exclusive jurisdiction of the state
and federal courts located in New York City, New York for the purposes of any suit, action or proceeding arising out of or relating to
this Agreement and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that
the venue of the suit, action or proceeding is improper. Each of the Company and the Holders consents to process being served in any such
suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Agreement and
agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this section shall affect
or limit any right to serve process in any other manner permitted by law.


 


(c)          Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the
Company and the Required Holders. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates exclusively to the rights of Holders and that does not directly or indirectly affect the rights of other Holders
may be given by Holders of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions
of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the immediately preceding sentence.


 






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(d)          Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earlier of (i) when sent, if sent by electronic mail during the recipient’s normal business
hours, and if not sent during normal business hours, then on the recipient’s next Business Day, (ii) the Business Day following
the date of mailing, if sent by nationally recognized overnight courier service such as Federal Express or (iii) actual receipt by
the party to whom such notice is required to be given. The addresses for such communications shall be with respect to each Holder at its
address set forth under its name on Schedule 1 attached hereto, or with respect to the Company, addressed to:


 


Acurx Pharmaceuticals, Inc.

259 Liberty Avenue Staten Island, NY 10305


Attention: Managing Partner

Email: davidluci@acurxpharma.com


 


or to such other address or addresses or email
address or addresses as any such party may most recently have designated in writing to the other parties hereto by such notice. Copies
of notices to the Company shall be sent to:


 


David P. Luci


270 Benedict Road


Staten Island, NY 10304


 


Copies of notices to any Holder shall be sent
to the addresses, if any, listed on Schedule 1 attached hereto.


 


(e)          Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns
and shall inure to the benefit of each Holder and its successors and assigns. The Company may assign this Agreement or any rights or obligations
hereunder without the prior written consent of any of the Required Holders including by way of a Change of Control. A Holder may assign
some or all of its rights hereunder as set forth below.


 


(f)            Assignment
of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable
Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee of such
Holder of all or a portion of the Purchased Units or the Registrable Securities if: (i) the Holder agrees in writing with the transferee
or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment,
(ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name
and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred
or assigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees
is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the
written notice contemplated by clause (ii) of this section, the transferee or assignee agrees in writing with the Company to be bound
by all of the provisions of this Agreement and the Operating Agreement, and (v) such transfer shall have been made in accordance
with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors
and assigns.


 


(g)          Counterparts;
Facsimile. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original
and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by electronic
means or facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such
signature is executed) the same with the same force and effect as if such electronic or facsimile signature were the original thereof.


 


(h)          Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles
of conflicts of law thereof.


 


(i)           Cumulative
Remedies. Unless otherwise provided herein, the remedies provided herein are cumulative and not exclusive of any remedies provided
by law.


 


(j)           Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable in any respect, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain
in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.


 


(k)           Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any
of the provisions hereof.


 


(l)            Obligations
of Purchasers. The Company acknowledges that the obligations of each Purchaser under this Agreement, are several and not joint with
the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any
other Purchaser under this Agreement. The decision of each Purchaser to enter into to this Agreement has been made by such Purchaser independently
of any other Purchaser.


 


(m)          Joinder.
Any additional purchasers may become a party to this Agreement, as a Purchaser, by executing the Investor Rights Joinder Agreement attached
hereto as Exhibit A. Upon the execution of any such Investor Rights Joinder Agreement, Schedule 1 hereto shall automatically
be updated to reflect such Purchaser.


 


[signature page follows]


 






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IN WITNESS WHEREOF, the parties
hereto have caused this Investor Rights Agreement to be duly executed by their respective authorized persons as of the date first indicated
above.


 


COMPANY:


 


	ACURX PHARMACEUTICALS, INC.	 
	 	 
	By:	                                             	 
	Name:	 
	Title:	 



 


[Omnibus Acurx Pharmaceuticals Inc. Investor Rights Agreement Signature Page]





 






     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Investor Rights Agreement to be duly executed by their respective authorized persons as of the date first indicated
above.


 


PURCHASERS:


 


	Print Exact Name:	 	 



 


	By:	 	 



 


	Address:	 	 
	 	 	 



 


[Omnibus Acurx Pharmaceuticals, Inc. Investor
Rights Agreement Signature Page]


 






     


     


    

 



Schedule 1


 


Acurx Pharmaceuticals, Inc.


Schedule of Buyers


_______, 20__


____________________


 


	Investor	State of Residence



 









     


     


    

 


EXHIBIT A


 


INVESTOR RIGHTS AGREEMENT JOINDER


 


By execution of this Investor
Rights Agreement Joinder, the undersigned agrees to become a party to that certain Investor Rights Agreement, dated as of _______, 20__
as may be amended, among Acurx Pharmaceuticals, Inc., a corporation under the laws of the State of Delaware and the parties named
therein. The undersigned shall have all the rights, and shall observe all the obligations, applicable to a Purchaser under such Agreement.


 


		Purchaser:



 


		Name:	 



 


	 	By:	                   
	 	 	Name:
	 	 	Title:
	 	 
	 	Date:	 
	 	 
	 	Address for notices: