Exhibit 10.14


 


INNOVATE BIOPHARMACEUTICALS INC.


SUMMARY OF RESTRICTED STOCK PURCHASE


2015 STOCK INCENTIVE PLAN


 


Innovate
Biopharmaceuticals Inc., a Delaware corporation (the “Company”), hereby issues
and sells to the undersigned (the “Participant”), and the Participant hereby
purchases from the Company, shares (the “Shares”) of the common stock of the
Company (the “Common Stock”), pursuant to the Company’s 2015 Stock Incentive
Plan (the “Plan”):


 


	Participant:	*[Participant Name]
	 	 
	Total Number of Shares:	*[Number of Shares]
	 	 
	Purchase Date:	*[Purchase Date]
	 	 
	Purchase Price per Share:	$*[Purchase Price]
	 	 
	Vesting Commencement Date:	*[Vesting Date]
	 	 
	Vesting Schedule:	
        *[Describe
        Vesting Schedule]

         

        *[In
        addition, the Right of Repurchase shall lapse on an accelerated basis under Section 2 of the Restricted Stock Purchase Agreement.]



 


This
restricted stock purchase is governed by the terms and conditions of the Plan and the Restricted Stock Purchase Agreement, both
of which are incorporated herein by reference. By signing below, the Participant acknowledges receipt of a copy of the Plan and
the Restricted Stock Purchase Agreement, and purchases the Shares on the terms set forth herein and therein.


 


	*[PARTICIPANT NAME]:	 	INNOVATE BIOPHARMACEUTICALS INC.:
	 	 	 
	 	 	By: 	 
	(Signature)	 	 	 
	 	 	Name: 	                 
	 	 	 	 	 
	Address: 	 	 	Title: 	 
	 	 	 	 
	 	 	Date: 	 


 




    	 	 	 



     


    

 


SHARES PURCHASED HEREUNDER HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.


 


INNOVATE BIOPHARMACEUTICALS INC.


 


RESTRICTED STOCK PURCHASE AGREEMENT

2015 STOCK INCENTIVE PLAN


 


1.            Purchase
of Shares. The Company hereby issues and sells to the Participant, and the Participant hereby purchases from the Company, subject
to the terms and conditions set forth in this Agreement and in the Plan, the Total Number of Shares at a price per share equal
to the Purchase Price per Share, all as defined and set forth in the accompanying Summary of Restricted Stock Purchase. The aggregate
purchase price for the Shares shall be paid by the Participant by a check payable to the order of the Company or such other method
as may be acceptable to the Company. Upon receipt of said consideration by the Company for the Shares, the Company shall issue
to the Participant one or more certificates in the name of the Participant for that number of the Shares purchased by the Participant.


 


2.            Right
of Repurchase. The Participant shall vest in, and the Company shall have a right of repurchase with respect to, the Shares
(the “Right of Repurchase”), which such Right of Repurchase shall lapse according to the Vesting Schedule set
forth in the accompanying Summary of Restricted Stock Purchase. [In addition, the Right of Repurchase shall lapse on an
accelerated basis as follows:


 


*[Insert any applicable acceleration
provisions]


 


		3.	Exercise of Right of Repurchase and Closing.



 


(a)          In
the event the Participant ceases to be a Service Provider for any reason (other than Cause, as defined below) or no reason, including,
without limitation, by reason of Participant’s death or disability (as defined in Section 22(e)(3) of the Internal Revenue
Code of 1986, as amended (the “Code”), the Company shall, upon the date of such termination (as reasonably fixed
by the Company), have an irrevocable, exclusive right to purchase some or all of the Shares which have not yet vested and been
released from the Right of Repurchase, at a price per share equal to the lesser of (x) the fair market value of the shares at the
time the Right of Repurchase is exercised, as determined by the Company’s board of directors and (y) the Purchase Price (the
“Repurchase Price”). If, prior to the date on which the Shares are fully vested pursuant to the Vesting Schedule
or any applicable vesting acceleration provision, (i) the Participant violates the non-competition, confidentiality or other provisions
of any employment agreement, confidentiality, inventions and/or nondisclosure agreement, or other agreement between the Participant
and the Company or (ii) the Participant’s status as a Service Provider is terminated by the Company for Cause (as defined
below), the Company’s Right of Repurchase shall apply to the Total Number of Shares, and the Company shall have an irrevocable,
exclusive right to purchase some or all of the Total Number of Shares, at the Repurchase Price. The number of Shares as to which
the Right of Repurchase applies, as set forth in the preceding two sentences, shall be referred to herein as the “Repurchase
Shares.”


 




    	 	 	 



     


    

 


(b)          The
Company may exercise the Right of Repurchase as to any or all of the Repurchase Shares at any time following the Participant’s
termination; provided, however, that without requirement of further action on the part of either party hereto, the
Company’s Right of Repurchase shall be deemed to have been automatically exercised as to all Repurchase Shares at 5:00 p.m.
EDT on the date that is 90 days following the date of the Participant’s termination, unless the Company declines in writing
to exercise the Right of Repurchase prior to such time.


 


(c)          If
the Company decides not to exercise the Right of Repurchase, it shall notify the Participant within 90 days of the Participant’s
termination. If the Company decides to exercise its Right of Repurchase, the Company shall deliver payment (if any) to the Participant,
with a copy to the Escrow Agent (as defined in Section 6 hereof), by any of the following methods, in the Company’s
sole discretion: (i) delivering to the Participant or the Participant’s executor a check in the amount of the aggregate
Repurchase Price; (ii) canceling an amount of the Participant’s indebtedness to the Company equal to the aggregate Repurchase
Price; or (iii) any combination of (i) and (ii) such that the combined payment and cancellation of indebtedness equals
such aggregate Repurchase Price. Upon delivery of the payment of the aggregate Repurchase Price in any of the ways described above,
the Company shall become the legal and beneficial owner of the Repurchase Shares being repurchased and all related rights and interests
therein, and the Company shall have the right to retain and transfer to its own name the number of Repurchase Shares being repurchased
by the Company. In the event that Participant’s continuous status as a Service Provider terminates, and the Company neither
notifies the Participant within 90 days thereafter of the Company’s decision not to exercise the Right of Repurchase, nor
delivers payment of the Repurchase Price to the Participant within 90 days thereafter, then the sole remedy of the Participant
thereafter shall be to receive the applicable Repurchase Price determined as set forth above from the Company in the manner set
forth above, and in no case shall the Participant have any claim of ownership as to any of the Repurchase Shares.


 


(d)          The
Company in its sole discretion may designate and assign one or more employees, officers, directors or stockholders of the Company
or other persons or organizations to exercise all or a part of the Company’s Right of Repurchase to purchase all or a part
of the Repurchase Shares.


 


(e)          The
Company or its assignee must notify the Participant that it does not elect to exercise the Right of Repurchase conferred above
by giving the requisite written notice within 90 days following Participant’s termination as a Service Provider to the Company.
If the Company or its assignee gives such requisite notice, the Repurchase Option shall terminate.


 


(f)          In
the event that the Right of Repurchase is exercised, whether automatically in the manner provided for above or pursuant to written
notice, then upon and following such exercise, the only remaining right of the Participant under this Agreement shall be the right
to receive the applicable Repurchase Price, and the Participant have no right whatsoever to receive the Repurchase Shares. In the
event that the Company’s Right of Repurchase is terminated pursuant to clause (e) above, then upon and following such termination,
the only remaining right of the Participant under this Agreement shall be the right to receive the Repurchase Shares, and the Participant
shall have no right whatsoever to receive the Repurchase Price


 


(g)          For
purposes hereof, if the Participant is party to an agreement with the Company that contains an applicable definition of “cause”,
“Cause” shall have the meaning ascribed to such term in such agreement. Otherwise, “Cause” shall mean willful
misconduct by the Participant or willful failure by the Participant to perform the Participant’s responsibilities to the
Company (including, without limitation, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure,
non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination
shall be conclusive. The Participant shall be considered to have been discharged for Cause if the Company determines, within 30
days after the Participant’s resignation, that discharge for cause was warranted.


 




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		4.	Restrictions on Transfer; Rights of First Refusal and
Stockholder Agreements.



   


(a)           The
Participant acknowledges and agrees that the Shares are subject to the provisions of the Company’s Bylaws, as amended from
time to time (the “Bylaws”), including without limitation, all restrictions on transfer and rights of first
refusal described in the Bylaws. The Participant may inspect the Bylaws at the Company’s principal office.


 


(b)           Legends.
Any certificate representing Shares shall bear legends substantially in the following form (in addition to, or in combination with,
any legend required by applicable federal and state securities laws and agreements relating to the transfer and/or voting of the
Company’s securities):


 


“The securities represented
by this certificate are subject to restrictions on transfer and an option to purchase set forth in a restricted stock agreement
between the Company and the registered owner of these shares (or such owner’s predecessor in interest), and such restricted
stock agreement is available for inspection without charge at the principal office of the Company.”


 


“The securities represented
by this certificate, and the transfer thereof, are subject to the restriction on transfer provisions of the Bylaws of the Company,
a copy of which is on file in, and may be examined at, the principal office of the Company.”


 


(c)           Stockholder
Agreements. The Participant acknowledges and agrees that upon the request of the Company, the Participant shall join and become
a party to such stockholder agreements, which may impose certain contractual rights and obligations on the Shares, as may be entered
into from time to time by and among the Company and the holders of the Company’s capital stock.


 


5.            Agreement
in Connection with Public Offering. The Participant agrees, in connection with the initial underwritten public offering of
the Company’s securities pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities
Act”): (i) not to sell, make short sale of, loan, grant any options for the purchase of, or otherwise dispose of any
shares of Common Stock held by the Participant (other than those shares included in the offering) without the prior written consent
of the Company or the underwriters managing such initial underwritten public offering of the Company’s securities for a period
of 180 days from the effective date of such registration statement, which period may be extended upon the request of the underwriters
for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or other public release
within fifteen (15) days of the expiration of the 180-day lockup period, and (ii) to execute any agreement reflecting clause (i)
above as may be requested by the Company or the managing underwriters at the time of such offering.


 


The Participant agrees
to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters of such offering
which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the
Company or the underwriters of such offering, the Participant shall provide, within 10 days of such request, such information as
may be required by the Company or such underwriters in connection with the completion of any public offering of the Company’s
securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 5 shall
not apply to a registration relating solely to employee benefits plans on Form S-1 or Form S-8 or similar forms that may be promulgated
in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be
promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other
securities) subject to the foregoing restriction until the end of the applicable period. Participant agrees that any transferee
of the Shares pursuant to this Agreement shall be bound by this Section 5.


 




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6.            Escrow.
The Participant shall, upon the execution of this Agreement, execute Joint Escrow Instructions in the form attached to this Agreement
as Exhibit A. The Joint Escrow Instructions shall be delivered to the Secretary of the Company, as escrow agent thereunder
(the “Escrow Agent”). The Participant shall deliver to the Escrow Agent a stock assignment duly endorsed in
blank, in the form attached to this Agreement as Exhibit B, and hereby instructs the Company to deliver to the Escrow
Agent, on behalf of the Participant, the certificate(s) evidencing the Shares issued hereunder. Such materials shall be held by
the Escrow Agent pursuant to the terms of the Joint Escrow Instructions.


 


7.            Provisions
of the Plan.


 


(a)          This
Agreement is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this Agreement.


 


(b)          As
provided in the Plan, upon the occurrence of a Change in Control, the repurchase and other rights of the Company hereunder shall
inure to the benefit of the Company’s successor and shall apply to the cash, securities or other property which the Shares
were converted into or exchanged for pursuant to such Change in Control in the same manner and to the same extent as they applied
to the Shares under this Agreement. If, in connection with a Change in Control, a portion of the cash, securities and/or other
property received upon the conversion or exchange of the Shares is to be deferred, contingent or placed into escrow to secure indemnification
or for other reasons, the mix between the vested and unvested portion of such cash, securities and/or other property that is deferred,
contingent or placed into escrow shall be the same as the mix between the vested and unvested portion of such cash, securities
and/or other property that is not subject to deferral, contingence or escrow.


 


8.            Investment
Representations. The Participant represents, warrants and covenants as follows:


 


(a)          The
Participant is purchasing the Shares for the Participant’s own account for investment only, and not with a view to, or for
sale in connection with, any distribution of the Shares in violation of the Securities Act, or any rule or regulation under the
Securities Act.


 


(b)          The
Participant has had such opportunity as the Participant deems adequate to obtain from representatives of the Company such information
as is necessary to permit the Participant to evaluate the merits and risks of the Participant’s investment in the Company.


 


(c)          The
Participant has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in
the purchase of the Shares and to make an informed investment decision with respect to such purchase.


 


(d)          The
Participant can afford a complete loss of the value of the Shares and is able to bear the economic risk of holding such Shares
for an indefinite period.


 


(e)          The
Participant acknowledges that the Participant is acquiring the Shares subject to all other terms of the Plan and this Agreement,
including the related Summary of Restricted Stock Purchase


 


(f)          The
Participant acknowledges that the Company has encouraged the Participant to consult the Participant’s own adviser to determine
the tax consequences of acquiring the Shares at this time.


 




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(g)          The
Participant acknowledges that the Shares shall be subject to the Company’s Right of Repurchase, right of first refusal and
the market stand-off (sometimes referred to as the “lock-up”), all in accordance with the related Summary of Restricted
Stock Purchase and this Agreement.


 


(h)          The
Participant understands that (i) the Shares have not been registered under the Securities Act and are “restricted securities”
within the meaning of Rule 144 under the Securities Act, (ii) the Shares cannot be sold, transferred or otherwise disposed of unless
they are subsequently registered under the Securities Act or an exemption from registration is then available; (iii) in any event,
the exemption from registration under Rule 144 will not be available for at least six months or one year (depending on whether
the Company is subject to the reporting obligations of the Securities Exchange Act of 1934, as amended) and even then will not
be available unless applicable terms and conditions of Rule 144 are complied with; and (iv) there is now no registration statement
on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation
or current intention to register the Shares under the Securities Act.


 


9.            Withholding
Taxes; Section 83(b) Election.


 


(a)          The
Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant
any federal, state or local taxes of any kind required by law to be withheld with respect to the purchase of the Shares by the
Participant or the lapse of the Repurchase Option.


 


(b)          The
Participant has reviewed with the Participant’s own tax advisors the federal, state, local and foreign tax consequences of
this investment and the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not
on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and
not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of this investment
or the transactions contemplated by this Agreement. The Participant understands that as a condition to the issuance of the Shares,
Participant shall be required to file an election under Section 83(b) of the Internal Revenue Code of 1986 with the I.R.S. within
30 days from the date of this Agreement; if such election is not filed on a timely basis, the Company shall declare this Agreement,
and the offer to issue the Shares, void. In such event, the Company shall return the full amount of the Purchase Price previously
paid to the Participant. The Company shall not issue a stock certificate with respect to the Shares unless and until the 83(b)
election has been timely filed.


 


THE PARTICIPANT ACKNOWLEDGES
THAT IT IS SOLELY THE PARTICIPANT’S RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE TIMELY THE ELECTION UNDER SECTION
83(b), EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PARTICIPANT’S BEHALF.


 


10.          Miscellaneous.


 


(a)          No
Rights to Continued Service. The Participant acknowledges and agrees that the vesting of the Shares is earned only by continuing
service as a Service Provider at the will of the Company (not through the act of being hired or purchasing shares hereunder). The
Participant further acknowledges and agrees that the transactions contemplated hereunder and the vesting schedule set forth herein
do not constitute an express or implied promise of continued engagement as an employee or consultant for the vesting period, for
any period, or at all.


 




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(b)          Severability.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted
by law.


 


(c)          Waiver.
Any provision for the benefit of the Company contained in this Agreement may be waived, either generally or in any particular instance,
by the Board of Directors of the Company.


 


(d)          Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the Company and the Participant and their respective
heirs, executors, administrators, legal representatives, successors and assigns, subject to the restrictions on transfer set forth
in Section 4 of this Agreement.


 


(e)          Notice.
All notices required or permitted hereunder shall be in writing and deemed effectively given upon personal delivery or five days
after deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party
hereto at the address shown beneath his or its respective signature to this Agreement, or at such other address or addresses as
either party shall designate to the other in accordance with this Section 10(e).


 


(f)          Pronouns.
Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter
forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.


 


(g)          Entire
Agreement; Governing Law. The Plan and the Bylaws are incorporated herein by reference. This Agreement, the Plan, and the Bylaws
constitute the entire agreement between the Company and the Participant with respect to the subject matter hereof and supersede
in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof,
and this Agreement may not be modified adversely to the Participant’s interest except by means of a writing signed by the
Company and Participant. This Agreement shall be governed by and construed in accordance with the General Corporation Law of the
State of Delaware, as to matters within the scope thereof, and the internal laws of the State of North Carolina (without reference
to conflict of law provisions), as to all other matters.


 


(h)          Amendment.
This Agreement may be amended or modified only by a written instrument executed by both the Company and the Participant.


 


(i)          Participant’s
Acknowledgments. The Participant acknowledges that the Participant: (i) has read this Agreement; (ii) has been represented
in the preparation, negotiation, and execution of this Agreement by legal counsel of the Participant’s own choice or has
voluntarily declined to seek such counsel; (iii) understands the terms and consequences of this Agreement; (iv) is fully aware
of the legal and binding effect of this Agreement; and (v) understands that the law firm of Hutchison PLLC, is acting as counsel
to the Company in connection with the transactions contemplated by the Agreement, and is not acting as counsel for the Participant.


 


[Remainder of Page Intentionally Left Blank]


 




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Exhibit A


 


INNOVATE BIOPHARMACEUTICALS INC.


 


Joint Escrow Instructions


 


Corporate Secretary

Innovate Biopharmaceuticals Inc.


 


Dear Madam or Sir:


 


As Escrow Agent for
Innovate Biopharmaceuticals Inc., a Delaware corporation (the “Company”), and its successors in interest under
the Restricted Stock Purchase Agreement, and related Summary of Restricted Stock Purchase, each of even date herewith (the “Agreement”),
to which a copy of these Joint Escrow Instructions is attached, and the undersigned person (“Holder”), you are
hereby authorized and directed to hold the documents delivered to you pursuant to the terms of the Agreement in accordance with
the following instructions:


 


1.           Appointment.
Holder irrevocably authorizes the Company to deposit with you any certificates evidencing the Shares (as defined in the Agreement)
to be held by you hereunder and any additions and substitutions to said Shares. For purposes of these Joint Escrow Instructions,
“Shares” shall be deemed to include any additional or substitute property. Holder does hereby irrevocably constitute
and appoint you as his attorney-in-fact and agent for the term of this escrow to execute with respect to such Shares all documents
necessary or appropriate to make such Shares negotiable and to complete any transaction herein contemplated. Subject to the provisions
of this Section 1 and the terms of the Agreement, Holder shall exercise all rights and privileges of a stockholder of the
Company while the Shares are held by you.


 


2.           Closing
of Repurchase.


 


(a)          Upon
any repurchase by the Company of the Shares pursuant to the Agreement, the Company shall give to Holder and you a written notice
specifying the number of Shares to be repurchased, the purchase price for the Shares, as determined pursuant to the Agreement,
and the time for a closing hereunder (the “Closing”) at the principal office of the Company. Holder and the
Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the
terms of said notice.


 


(b)          At
the Closing, you are directed (i) to date the stock assignment form or forms necessary for the transfer of the Shares, (ii) to
fill in on such form or forms the number of Shares being transferred, and (iii) to deliver the same, together with the certificate
or certificates evidencing the Shares to be transferred, to the Company against the simultaneous delivery to you of the purchase
price for the Shares being repurchased pursuant to the Agreement.


 


3.           Withdrawal.
The Holder shall have the right to withdraw from this escrow any of the Shares as to which the Right of Repurchase (as defined
in the Agreement) has terminated or expired.


 


4.           Duties
of Escrow Agent.


 


(a)          Your
duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.


 




    	 	 	 



     


    

 


(b)          You
shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected
in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented
by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent
or as attorney-in-fact of Holder while acting in good faith and in the exercise of your own good judgment, and any act done or
omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith.


 


(c)          You
are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or
entity, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders,
judgments or decrees of any court. If you are uncertain of any actions to be taken or instructions to be followed, you may refuse
to act in the absence of an order, judgment or decrees of a court. In case you obey or comply with any such order, judgment or
decree of any court, you shall not be liable to any of the parties hereto or to any other person or entity, by reason of such compliance,
notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found
to have been entered without jurisdiction.


 


(d)          You
shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting
to execute or deliver the Agreement or any documents or papers deposited or called for hereunder.


 


(e)          You
shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection
with your obligations hereunder and may rely upon the advice of such counsel.


 


(f)          Your
rights and responsibilities as Escrow Agent hereunder shall terminate if (i) you cease to be Secretary of the Company or (ii) you
resign by written notice to each party. In the event of a termination under clause (i), your successor as Secretary shall
become Escrow Agent hereunder; in the event of a termination under clause (ii), the Company shall appoint a successor Escrow
Agent hereunder.


 


(g)          If
you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect
hereto, the necessary parties hereto shall join in furnishing such instruments.


 


(h)          It
is understood and agreed that if you believe a dispute has arisen with respect to the delivery and/or ownership or right of possession
of the securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone
all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties
concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and
no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings.


 


(i)          These
Joint Escrow Instructions set forth your sole duties with respect to any and all matters pertinent hereto and no implied duties
or obligations shall be read into these Joint Escrow Instructions against you.


 


(j)          The
Company shall indemnify you and hold you harmless against any and all damages, losses, liabilities, costs, and expenses, including
attorneys’ fees and disbursements, (including without limitation the fees of counsel retained pursuant to Section 4(e) above,
for anything done or omitted to be done by you as Escrow Agent in connection with this Agreement or the performance of your duties
hereunder, except such as shall result from your gross negligence or willful misconduct.


 




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5.            Notice.
Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery
or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each
of the other parties thereunto entitled at the following addresses, or at such other addresses as a party may designate by ten
days’ advance written notice to each of the other parties hereto.


 


	COMPANY:	 	Notices to the Company shall be sent to the address set forth in the salutation hereto, Attn: President
	 	 	 
	HOLDER:	 	Notices to Holder shall be sent to the address set forth below Holder's signature below.
	 	 	 
	ESCROW AGENT:	 	Notices to the Escrow Agent shall be sent to the address set forth in the salutation hereto.


 


		6.	Miscellaneous.



 


(a)          By
signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions, and
you do not become a party to the Agreement.


 


(b)          This
instrument shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.


 


Very truly yours,


  


	INNOVATE BIOPHARMACEUTICALS INC.:	 	HOLDER:
	 	 	 	 	 
	By: 	                            	 	By: 	      
	 	 	 	 	 
	Name: 	 	 	Name: 	 
	 	 	 	 
	 	 	Address: 	 
	 	 	 
	 	 	 
	 	 	 
	ESCROW AGENT:	 	 
	 	 	 	 	 
	By: 	 	 	Date: 	 
	 	 	 	 
	Name: 	 	 	 


 




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Exhibit B


 


INNOVATE BIOPHARMACEUTICALS INC.


 


STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE


 


FOR VALUE RECEIVED,
I hereby sell, assign and transfer ________________ shares of common stock, of Innovate Biopharmaceuticals Inc., a Delaware corporation
(the “Company”), standing in my name on the books of the Company represented by Certificate(s) Number __________
herewith, to ________________________________ and do hereby irrevocably constitute and appoint Hutchison PLLC to transfer the said
stock on the books of the Company with full power of substitution in the premises.


 


	 	Dated: _____________________
	 	 
	 	HOLDER:
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	(Print Name)