Exhibit 10.3.1


 


Print Name of Investor:                              


Social Security or EIN Number:                


 


SUBSCRIPTION/REGISTRATION RIGHTS AGREEMENT


 


PAXmed Inc. (the “Company”),
and the undersigned hereby agree as follows:


 


1.          Subscription
for Securities.   I (sometimes referred to herein as the “Investor”) hereby subscribe for and
agree to purchase       unit(s) (“Units”), each Unit consisting of one share of the Company’s common stock, par
value $0.001 per share (“Common Stock”) and a warrant (“Warrant”) to purchase one share of the Company’s
Common Stock.   Each Unit is offered at a price of $0.50.   


 


2.          Terms
of the Warrants.   The terms of the Warrants are set forth in the form of Warrant attached hereto as Exhibit
A and on Schedule 1.   


 


3.          Offering
Period; Minimum; Maximum.   The Company is offering (the “Offering”) the Units until the earlier
of (i) the date by which the maximum amount of Units being offered have been sold or (ii) July 31, 2014, unless such latter date
is extended, without notice to the Investor, by the Company in its sole discretion to a date not later than August 31, 2014 (such
earlier date being referred to herein as the “Termination Date”).   The Offering is being conducted
on a “best efforts, no minimum, One Hundred Fifty Thousand (150,000) Units ($75,000) maximum” basis.   The
Company’s officers, directors and affiliates shall be entitled to purchase Units in the Offering on the same terms as other
Investors.


 


4.          Closings.   
The closing (“Closing”) on an Investor’s investment may occur at any time, as determined by the Company, together
with, or separate from, investments by other Investors.   After an initial Closing has occurred and prior to the
Termination Date, the Offering shall continue and the Company shall sell additional Units in an aggregate amount, when combined
with the amounts sold at the initial Closing and any subsequent Closings, of up to $75,000.   Additional Closings
may occur provided that subscriptions have been received and accepted and funds in payment therefor have cleared prior to 5:00
p.m., New York City time, on the Termination Date.      


 


5.          Investor
Delivery of Payment and Documents. 


 


5.1       I
have tendered the full purchase price for the Units by wiring funds in accordance with the instructions set forth in Schedule 1.


 


5.2       I
hereby tender to the Company two manually executed copies of this Subscription/Registration Rights Agreement.


 


5.3       In
the event that a Closing does not take place with respect to any subscription for any reason or if my subscription is otherwise
rejected, all cash proceeds delivered by me in accordance with the foregoing shall be returned to me as soon as practicable, without
interest, offset or deduction.   


 


5.4       In
the event my subscription is accepted and there is a Closing, (i) a copy of a fully executed version of this Agreement will be
delivered to me and (ii) the Common Stock and Warrants comprising the Units for which I am subscribing will be held by the Company’s
general counsel in its vault, unless otherwise instructed by me.


 


6.          Acceptance
or Rejection of Subscription/Registration Rights Agreement.   The Company has the right to reject this subscription
for the Units, in whole or in part, for any reason and at any time prior to a Closing with respect to this subscription, notwithstanding
prior receipt by me of notice


 




    	 



    	 



    




 


of acceptance of my subscription.
The Common Stock and Warrants comprising the Units subscribed for herein will not be deemed issued to or owned by me until two
copies of this Subscription/Registration Rights Agreement have been executed by me and accepted and countersigned by the Company,
and a Closing with respect to my subscription has occurred.


 


7.          Accredited
Investor Status.   


 


7.1       Investor
is either (x) an “accredited investor” as defined by Rule 501 under the Securities Act of 1933, as amended (“Securities
Act”), or (y) a sophisticated non-accredited and has such knowledge and experience in financial and business matters that
Investor is capable of evaluating the merits and risks of Investor’s investment in the Units, of making an informed investment
decision with respect thereto, and has the ability and capacity to protect Investor’s interests. The Investor shall submit
to the Company such further assurances of accredited or sophisticated status as may reasonably be requested by the Company.


 


7.2       In
the event the Investor is not an “accredited investor” as defined by Rule 501 under the Securities Act, the Investor
represents and warrants that he, she or it may only invest in the Offering, subject to the limitation of no more than thirty five
(35) such investors and further represents and warrants that the Investor has the ability to evaluate the risks and merits of the
investment and thus is able to protect his, her or its interests as a result of:


 


(x)      his,
her or its business or financial experience;


 


(y)      the
business or financial experience of his, her or its professional advisors who are unaffiliated with and who are not compensated
by the Company or any affiliate or selling agent of the Company directly or indirectly; and/or


 


(z)      his,
her or its pre-existing business relationship with the Company or its officers, directors or controlling persons.


 


7.3       The
Investor represents and warrants that if he, she or it is not an “accredited investor” as defined by Rule 501, the
investment by such non-accredited investor will not exceed ten percent (10%) of his, her or its net worth.


 


8.          Investor
Representations and Warranties.   I acknowledge, represent and warrant to the Company as follows:


 


8.1       Information
About the Investor.    The Company has no obligation to me other than as set forth in this Agreement.   I
am aware that, except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate
or revoke this subscription, and any agreements made in connection herewith will survive my death or disability.   In
order to induce the Company to issue and sell the Units to me, I represent and warrant that the information relating to me stated
herein is true and complete as of the date hereof and will be true and complete as of the date on which my purchase of Units becomes
effective.   If, prior to the termination of the Offering, there should be any change in such information or any
of such information becomes incorrect or incomplete, I agree to notify the Company and supply the Company promptly with corrective
information.


 


8.2        Information
About the Company.


 


(a)      I
have been given reasonable opportunity to meet with officers of the Company for the purpose of asking reasonable questions of such
officers concerning the terms and conditions of the Offering and the business and operations of the Company and all such questions
have


 




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been answered to my full
satisfaction. I have also been given an opportunity to obtain any additional relevant information to the extent reasonably available
to the Company.   I have received all information regarding the Company that I have reasonably requested.   I
understand that there is no assurance as to the future performance of the Company or the future value of the securities purchased
by me.


 


8.3       No
Assurances; No General Solicitation.   I have received no representation or warranty from the Company or any
of its officers, directors, employees or agents in respect of my investment in the Company.   I am not participating
in the Offering as a result of or subsequent to:   (i) any advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or broadcast over television, radio or the Internet or (ii) any seminar or
meeting whose attendees have been invited by any general solicitation or general advertising.


 


8.4       Speculative
Investment.   I am aware that my purchase of the Common Stock and Warrants comprising the Units is a speculative
investment.   I acknowledge that I can lose the entire amount of my investment in the Company.   I
have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an
investment in the Common Stock and Warrants and have obtained, in my judgment, sufficient information from the Company to evaluate
the merits and risks of an investment in the Company.   I have not utilized any person as my purchaser representative
(as defined in Regulation D) in connection with evaluating such merits and risks and have relied solely upon my own investigation
in making a decision to invest in the Company. I have been urged to seek independent advice from my professional advisors relating
to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax
implications of such investment.   I believe that the investment in the Company represented by my purchase of the
Common Stock and Warrants comprising the Units in the Offering is suitable for me based upon my investment objectives and financial
needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity
with respect to my investment in the Company.   My investment in the Company does not constitute all, or substantially
all, of my investment portfolio.


 


8.5       Restrictions
on Transfer.   I understand that (i) the Common Stock and Warrants (and the shares of Common Stock underlying
such Warrants) have not been registered under the Securities Act or the securities laws of certain states in reliance on specific
exemptions from registration, (ii) no securities administrator of any state or the federal government has recommended or endorsed
this Offering or made any finding or determination relating to the fairness of an investment in the Company and (iii) the Company
is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements
of the exemptions afforded by the Securities Act and certain state securities laws. I acknowledge that the Common Stock and Warrants
are (and the shares of Common Stock issuable upon exercise thereof, when issued, will be) subject to restrictions on transferability
and may not be resold, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under
applicable securities laws of certain states or an exemption from such registration is available.   I further acknowledge
that, although the Company has agreed to use commercially reasonable efforts to file a registration statement covering the resale
by me of the Common Stock and shares of Common Stock issuable upon exercise of the Warrants, (i) there is no assurance that the
Company will do so, (ii) such registration statement, if filed, may not be declared effective, (iii) if declared effective, the
Company may not be able to keep it effective until I effect the resale of securities registered thereby and (iv) I will be subject
to any lock-up restrictions as required by any underwriter engaged in connection with such registration statement.   I
understand that each certificate evidencing each of the Common Stock and Warrants (and the shares of Common Stock underlying such
Warrants) will bear the legends substantively similar to that set forth below:


 


“NEITHER THIS SECURITY NOR
ANY SECURITIES THAT MAY BE ACQUIRED UPON CONVERSION OR EXERCISE HEREOF HAS BEEN REGISTERED UNDER THE SECURITIES ACT, OR UNDER THE
SECURITIES LAWS OF ANY STATE AND


 




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MAY NOT BE SOLD, PLEDGED, TRANSFERRED
OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE SECURITIES ACT AND COMPLIANCE
WITH ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT
SUCH REGISTRATION IS NOT REQUIRED.   


 


THE COMPANY’S SUBSCRIPTION/REGISTRATION
RIGHTS AGREEMENT WITH THE HOLDER SETS FORTH THE COMPANY’S OBLIGATIONS TO REGISTER THE RESALE OF THE COMMON STOCK AND SHARES
OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF. A COPY OF SUCH SUBSCRIPTION/REGISTRATION RIGHTS AGREEMENT IS AVAILABLE FOR INSPECTION
AT THE COMPANY’S OFFICE.   SUCH SUBSCRIPTION/REGISTRATION RIGHTS AGREEMENT ALSO CONTAINS CERTAIN RESTRICTIONS
REGARDING THE TRANSFER OF SUCH SECURITIES.”


 


8.6       No
Market for the Common Stock or Warrants.   I am purchasing the Common Stock and Warrants comprising the Units
for my own account for investment and not with a view to, or for sale in connection with, any subsequent distribution of the Common
Stock or Warrants (or the shares of Common Stock underlying such Warrants), nor with any present intention of selling or otherwise
disposing of all or any part of such securities.   I understand that there is currently no market for the Common
Stock or Warrants and there may not be any market for the Common Stock or Warrants (or the Common Stock underlying the Warrants)
in the future.   I agree that (i) the purchase of the Common Stock and Warrants comprising the Units is a long-term
investment and (ii) I may have to bear the economic risk of investment for an indefinite period of time because neither the Common
Stock or Warrants nor the shares of Common Stock underlying such Warrants has been registered under the Securities Act and may
never be registered and cannot be resold, pledged, assigned, or otherwise disposed of unless the securities are subsequently registered
under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available.   I
understand that the Company is under no obligation to register any of these securities, except as may be set forth in Schedule
1, or to assist me in complying with any exemption from such registration under the Securities Act or any state securities
laws.


 


8.7        Entity
Authority.   


 


(a)        If
the Investor is a corporation, partnership, company, trust, employee benefit plan, individual retirement account, Keogh Plan, or
other tax-exempt entity, it is authorized and qualified to become an investor in the Company and the person signing this Subscription/Registration
Rights Agreement on behalf of such entity has been duly authorized by such entity to do so.


 


(b)        The
undersigned represents and warrants to the Company that (i) if an entity, its principal place of business and executive offices
are located in the State set forth on the Signature Page for Entity Investors and (ii) if an individual, his or her state of residency
is the State set forth on the Signature Page for Individual Investors.


 




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8.8      Accredited
Investor Status for Individuals.   (INVESTORS THAT ARE CORPORATIONS, LIMITED LIABILITY COMPANIES, PARTNERSHIPS,
REVOCABLE TRUSTS, IRREVOCABLE TRUSTS, EMPLOYEE BENEFIT PLAN TRUSTS, INDIVIDUAL RETIREMENT ACCOUNTS OR OTHER ENTITIES SHOULD INITIALLY
IGNORE THE FOLLOWING QUESTIONS IN THIS SECTION 8.8 AND INSTEAD PROCEED TO SECTION 8.10).


 


(a)        I
am an accredited investor within the meaning of Section 2(15) of the Securities Act and Rule 501 promulgated thereunder because
(please check the applicable responses):


 


	 	 ̈	My individual annual income during each of the two most recent years exceeded $200,000 and I reasonably expect my annual income during the current year will exceed $200,000.
	 	 ̈	If I am married, my joint annual income with my spouse during each of the two most recent years exceeded $300,000 and I reasonably expect my joint annual income with my spouse during the current year will exceed $300,000.
	 	 ̈	My individual or joint (together with my spouse) net worth exceeds $1,000,000.   The calculation of net worth excludes (i) the value of my primary residence and (ii) the amount of any indebtedness secured by my primary residence, except to the extent that the lender or lenders have recourse to me personally and the indebtedness exceeds the value of my primary residence.
	 	 ̈	I am an executive officer or director of the Company.


 


(b)        The
aggregate value of my assets is approximately $___________.


 


(c)        My
aggregate liabilities are approximately $___________.


 


(d)        My
current and expected income is:


 


	YEAR	INCOME
	
        2014 (Estimated)

         
	$
	
        2013 (Actual)

         
	$
	2012 (Actual)	$


 


Individual Investors
must sign below and then should skip to Section 8.11.   Each person associated with an Entity Investor who
is required under Section 8.10 to separately complete the questions in this Section 8.8 must sign the below confirmation:


 


I hereby confirm the answers
to Section 8.8 are true and correct in all respects as of the date hereof and will be on the date of the purchase of Securities.   


 


Executed this ____ day of ________,
2014


 


	Signature:	 	 
	 	 	 
	 	 	 
	Print Name:	 	 


 


	Capacity (if signing in connection with an Entity Investor):	 


 




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8.9         Non-Accredited
Investor Status:


 


(a)         For
an individual, please describe your current employment, including the company by which you are employed and its principal business:


	 	 
	 	 
	 	 


 


(b)         For
an individual, please describe any college or graduate degrees held by you:


	 	 
	 	 
	 	 


 


(c)         For
all subscribers, please list types of prior investments:


	 	 
	 	 
	 	 


 


(d)         For
all subscribers, please state whether you have participated in other private placements before:


 


YES     _________          NO     _________


 










 


(e)         If
your answer to question (d) above was “YES”, please indicate frequency of such prior participation in private placements
of:


 


	 	
        Public

        Companies
	
	
        Private

        Companies

	Frequently	
	
	

	Occasionally	
	
	

	Never	
	
	






 


(f)         For
individuals, do you expect your current level of income to significantly decrease in the foreseeable future?


 


YES     _________          NO     _________


 


 


(g)        For
trust, corporate, partnership and other institutional subscribers, do you expect your total assets to significantly decrease in
the foreseeable future?


 


YES     _________          NO     _________


 


(h)       For
all subscribers, do you have any other investments or contingent liabilities which you reasonably anticipate could cause you to
need sudden cash requirements in excess of cash readily available to you?


 


YES     _________          NO     _________


 




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(i)        For
all subscribers, are you familiar with the risk aspects and the non-liquidity of investments such as the Units for which you seek
to purchase?


 


YES     _________          NO     _________





 


(j)        For
all subscribers, do you understand that there is no guarantee of financial return on this investment and that you run the risk
of losing your entire investment?


 


YES     _________          NO     _________





  


(3)        The
Investor may invest in this offering, subject to the limitation of no more than thirty five (35) non-accredited investors and provided
that the Investor has the ability to evaluate the risks and merits of the investment and thus is able to protect his, her or its
interests as a result of: 


 


(a)   his, her or its
business or financial experience; _____


 


(b) the business or financial
experience of his, her or its professional advisors who are unaffiliated with and who are not compensated by the Company or any
affiliate or selling agent of the Company directly or indirectly; and/or _____


 


(c) his, her or its pre-existing
business relationship with the Company or its officers, directors or controlling persons.   _____


 


Please check the line next to the representation
applicable to you above.


 


(4)        (a)
The Investor understands that the investment will not exceed ten percent (10%) of his, her or its net worth.   The
value of a non-accredited investor's home, furnishings and automobiles shall not be included in calculating the net worth of a
non-accredited investor.   


 


			Is the statement above accurate?



 


	 	YES	NO


 


(b)   The undersigned
has such knowledge and experience in financial, investment and business matters that he/she/it is capable of evaluating the merits
and risks of any investments.


 


	 	YES	NO


 


(c)   The undersigned
is using a financial advisor, planner, or consultant, or some other advisor who has such knowledge and experience in financial
and business matters that he/she/it is capable of evaluating the merits and risks of any investments. (If this is checked, please
fill out the information below)


 


	 	YES	NO


 




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The name and contact information for
this advisor is as follows:


 


Name: _____________________________________________


 


Address: ___________________________________________


 


___________________________________________


 


Phone: ___________________________________________


 


Telephone number: ______________________________________


 


Email address (if available): _______________________________


 


(d)   PRIMARY SOURCE
OF INCOME:


 


_____ Investments


_____ Compensation


 


(e)   PRIOR
INVESTMENT EXPERIENCE; please check all that apply:


 


The undersigned has experience as an
investor in:


 


_____ Stocks which
are listed on a national securities exchange.


_____ Mutual funds
which hold a portfolio primarily consisting of stocks.


_____ Taxable bonds
or other debt instruments.


_____ Tax exempt
bonds.


_____ Partnerships,
limited liability companies, corporations which invest in real estate or real estate investment trusts (REITs).


_____ Other types
of investments not mentioned in any of the previous categories


 


(please describe):


 


(f)   PORTFOLIO. Please
estimate the percentage of your assets that the undersigned currently has in each category:


 


_____ Stocks (including
mutual funds)


_____ Bonds


_____ Certificates
of Deposit/Loans/Savings Accounts


_____ Principal
Residence


_____ Vacation
Home(s)


_____ Rental Property


_____ Ownership
of business(es) in which you are actively involved


_____ Other


100%


 


(5)      Manner
in which title is to be held: (circle one)


 




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(a)          Individual
Ownership


(b)          Community
Property


(c)          Joint
Tenant with Right of Survivorship (both parties must sign)


(d)          Partnership


(e)          Tenants
in Common


(f)          
Company


(g)          Trust


(h)          
Other


 


I hereby confirm the answers to Section
8.9 are true and correct in all respects as of the date hereof and will be on the date of the purchase of Securities.   


 


Executed this ____ day of ________,
2014


 


	Signature:	 	 
	 	 	 
	Print Name:	 	 


 


	Capacity (if signing in connection with an Entity Investor): 	 


 




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8.10        Accredited
Investor Status for Entities.   (INVESTORS WHO ARE INDIVIDUALS SHOULD IGNORE THESE QUESTIONS.)


 


(a)        The
entity is a (please check the applicable response):


 


		 ̈	Corporation



		 ̈	Limited Liability Company



		 ̈	Partnership



		 ̈	Revocable Trust



		 ̈	Irrevocable Trust (If the Investor is
an Irrevocable Trust, a supplemental questionnaire, which is contained on the page following the Entity Investor signature page
of this Subscription/Registration Rights Agreement, must be completed by the person directing the investment decision for the trust.)



		 ̈	Employee Benefit Plan Trust



		 ̈	Individual Retirement Account (If you
are an IRA, skip (b))



		 ̈	Other (please indicate):   _____________________________



 


(b)        Check
all responses that apply:


 


		 ̈	The Entity was not formed
for the specific purpose of investing in the Company.



		 ̈	The Entity has total assets in excess
of $5 million.



		 ̈	For Employee Benefit Plan Trusts Only:   The
decision to invest in the Company was made by a plan fiduciary, as defined in Section 3(21) of ERISA, who is either a bank, insurance
company or registered investment advisor.



 


(c)        If
you did not check the first two of the three boxes in Question (b)   or if the Entity is an Individual Retirement
Account or a Self-directed Employee Benefit Plan Trust, list the name of each person who:


 


(i)   owns
an equity interest in the Entity (i.e., each shareholder if the Entity is a corporation, each member if the Entity is a limited
liability company and each partner if the Entity is a partnership); or


 


(ii)  is
a grantor for the revocable trust or Individual Retirement Account; or


 


(iii) is
the person making the investment decision for a self-directed Employee Benefit Plan Trust.


 


	 	___________________________	 	__________________________
	 	 	 	 
	 	___________________________	 	__________________________


 


EACH PERSON LISTED ABOVE MUST SEPARATELY
COMPLETE AND SUBMIT TO THE COMPANY THE ANSWERS TO QUESTION 8.8 AND SIGN THE WRITTEN 


CONFIRMATION AT THE END OF SECTION 8.8.


 




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8.11         No
Offer Until Determination of Suitability.    I acknowledge that any delivery to me of the documents relating to the offering of
the Units prior to the determination by the Company of my suitability will not constitute an offer of the Units until such determination
of suitability is made.


 


8.12         For
Florida Residents.   The Common Stock and Warrants comprising the Units (and the underlying shares of Common Stock) have not
been registered under the Securities Act or the Florida Securities Act, by reason of specific exemptions thereunder relating to
the limited availability of the Offering. Neither the Common Stock or Warrants nor the shares of Common Stock underlying the Warrants
can be sold, transferred, or otherwise disposed of to any person or entity unless subsequently registered under the Securities
Act or the Securities Act of Florida, if such registration is required. Pursuant to Section 517.061(11) of the Florida Securities
Act, when sales are made to five (5) or more persons in Florida, any sale made pursuant to Subsection 517.061(11) of the Florida
Securities Act will be voidable by such Florida purchaser either within three days after the first tender of consideration is made
by the purchaser to the issuer, an agent of the issuer, or an escrow agent. In addition, as required by Section 517.061(11)(a)(3)
of the Florida Statutes and by Rule 69W-500.005 thereunder, if I am a Florida resident I may have, at the offices of the Company,
at any reasonable hour, after reasonable notice, access to certain prescribed materials and an opportunity to question the appropriate
executive officers of the Company.


 


9.          Company
Representations and Warranties. The Company hereby represents and warrants to the Investor that (i) it has all necessary
corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and thereby;
(ii) all corporate action necessary to be taken by the Company to authorize the execution, delivery and performance of this Agreement
and all other agreements and instruments delivered by the Company in connection with the transactions contemplated hereby and thereby
has been duly and validly taken and this Agreement has been duly executed and delivered by the Company; (iii) subject to the terms
and conditions of this Agreement, this Agreement constitutes the valid, binding and enforceable obligation of the Company, enforceable
in accordance with its terms, except as enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies
of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity),
and (b) the applicability of the federal and state securities laws and public policy as to the enforceability of the indemnification
provisions of this Agreement; (iv) the sale by the Company of the Common Stock and Warrants comprising the Units does not conflict
with the certificate of incorporation or by-laws of the Company or any material contract by which the Company or its property is
bound, or any federal or state laws or regulations or decree, ruling or judgment of any United States or state court applicable
to the Company or its property; and (v) the sale of the Units will not trigger any pre-emptive or, to the knowledge of the Company,
other rights held by any party and no governmental or regulatory consent is required for the consummation of the transactions contemplated
by this Agreement.


 


10.         Indemnification.
I hereby agree to indemnify and hold harmless the Company, its officers, directors, stockholders, employees, agents, and attorneys
against any and all losses, claims, demands, liabilities, and expenses (including reasonable legal or other expenses incurred by
each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any
liability to such person or whether incurred by the indemnified party in any action or proceeding between the indemnitor and indemnified
party or between the indemnified party and any third party) to which any such indemnified party may become subject, insofar as
such losses, claims, demands, liabilities and expenses (a) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact made by me and contained herein, or (b) arise out of or are based upon any breach by me of any representation,
warranty, or agreement made by me contained herein.


 




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11.         Severability;
Remedies. In the event any parts of this Subscription/Registration Rights Agreement are found to be void, the remaining
provisions of this Subscription/Registration Rights Agreement are nevertheless binding with the same effect as though the void
parts were deleted.


 


12.         Governing
Law and Jurisdiction. This Subscription/Registration Rights Agreement will be deemed to have been made and delivered in
New York City and will be governed as to validity, interpretation, construction, effect and in all other respects by the internal
law of the State of New York. Each of the Company and the Investor hereby (i) agrees that any legal suit, action or proceeding
arising out of or relating to this Subscription/Registration Rights Agreement will be instituted exclusively in New York State
Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (ii) waives any
objection to the venue of any such suit, action or proceeding and the right to assert that such forum is not a convenient forum
for such suit, action or proceeding, (iii) irrevocably consents to the jurisdiction of the New York State Supreme Court, County
of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding,
(iv) agrees to accept and acknowledge service of any and all process that may be served in any such suit, action or proceeding
in New York State Supreme Court, County of New York or in the United States District Court for the Southern District of New York
and (v) agrees that service of process upon it mailed by certified mail to its address set forth on my signature page will be deemed
in every respect effective service of process upon it in any suit, action or proceeding.


 


13.         Counterparts.
This Subscription/Registration Rights Agreement may be executed in one or more counterparts, each of which will be deemed an original
but all of which together will constitute one and the same instrument. The execution of this Subscription/Registration Rights Agreement
may be by actual or facsimile signature.


 


14.         Benefit.
This Subscription/Registration Rights Agreement is binding upon and inures to the benefit of the parties hereto and their respective
heirs, executors, personal representatives, successors and assigns.


 


15.         Notices.   All notices, offers, acceptance and any other acts under this Subscription/Registration Rights Agreement (except payment) must
be in writing, and are sufficiently given if delivered to the addressees in person, by overnight courier service, or, if mailed,
postage prepaid, by certified mail (return receipt requested), and will be effective three days after being placed in the mail
if mailed, or upon receipt or refusal of receipt, if delivered personally or by courier or confirmed telecopy, in each case addressed
to a party. All communications to me should be sent to my preferred address on the signature page hereto. All communications to
the Company should be sent to the addresses set forth on Schedule 1. Each party may designate another address by notice
to the other parties.


 


16.         Oral
Evidence. This Subscription/Registration Rights Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof and supersedes all prior oral and written agreements between the parties hereto with respect to the
subject matter hereof. This Subscription/Registration Rights Agreement may not be changed, waived, discharged, or terminated orally,
but rather, only by a statement in writing signed by the party or parties against which enforcement or the change, waiver, discharge
or termination is sought.


 


17.         Section
Headings. Section headings herein have been inserted for reference only and will not be deemed to limit or otherwise affect,
in any matter, or be deemed to interpret in whole or in part, any of the terms or provisions of this Subscription/Registration
Rights Agreement.


 


18.         Survival
of Representations, Warranties and Agreements. The representations, warranties and agreements contained herein will survive
the delivery of, and the payment for, the Units.


 




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19.         Acceptance
of Subscription.   The Company may accept this Subscription/Registration Rights Agreement at any time for all or any portion
of the Common Stock and Warrants comprising the Units subscribed for by executing a copy hereof as provided and notifying me within
a reasonable time thereafter.


 




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SIGNATURE PAGE FOR INDIVIDUAL
INVESTORS - COMPLETE ALL INFORMATION


 


	Name: 	 	 	Name of Joint Investor (if any):	 


 


	Residence Address: 	 


 


Telephone: (H) ___________________ (W) _____________________
Fax ______________________________


 


Occupation: __________________________ Employer:
_______________________________________________________


 


	Business Address:	 


 


	Send communications to:  	 ̈	Home	 ̈	Office	 ̈	E-Mail:
	 	 	 	 	 	 	E-mail address: _________________


 





	Age:  	 	 	Social Security Number: 	 


 


Check manner in which securities are to be
held:


 


	 	Individual	 	Tenants in	 	Joint Tenants with Right of Survivorship
	 ̈	Ownership	 ̈	Common	 ̈	(both parties must sign)
	 	 	 	 	 	 
	 ̈	Community Property	 	 	 ̈	Other (please indicate):___________


 


The foregoing subscription is accepted and
the Company hereby agrees to be bound by its terms.


 


	
         

        INVESTOR MUST SIGN AND
        PRINT NAME BELOW:
	
         

        The foregoing subscription is accepted and
        the Company hereby agrees to be bound by its terms.

	Signature:________________________	
         

        PAXMED INC.

	Print
    Name:                           	 
	Signature:________________________	
         

        By:                                                                        

	Print Name:_______________________	
        Name:

        Title:

        Date:



 




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SIGNATURE PAGE FOR ENTITY INVESTORS
- COMPLETE ALL INFORMATION


 


Name of Entity: _____________________________________________________________________


 


Address of Principal Office: ____________________________________________________________


  


Telephone: ___________________           Fax: ___________________


 


Taxpayer Identification Number: ______________________


 


Check type of Entity:


 


	 	Employee Benefit	 	Limited	 	General	 	 Individual Retirement
	 ̈	Plan Trust	 ̈	Partnership	 ̈   	Partnership	 ̈   	Account
	 	 	 	 	 	 	 	 
	 	Limited Liability	 	 	 	 	 	  Other (please indicate)
	 ̈	Company	 ̈	Trust	 ̈   	Corporation	 	 


 


Date of Formation or incorporation: ___________
State of Formation or incorporation: _____________________


 


Describe the business of the Entity: _________________________________________________________


 





	 	 







 


List the names and positions of the executive
officers, managing members, partners or trustees authorized to act with respect to investments by the Entity generally and specify
who has the authority to act with respect to this investment.


 


	
         Name
	
         Position
	
        

        Authority for this investment

	
         

         
	
         

         
	
         

         

	
         

         
	
         

         
	
         

         

	
         

         
	
         

         
	
         

         

	
         

         
	
         

         
	
         

         



 


	
         INVESTOR:

         

        ___________________________

        Signature of Authorized Signatory

        Name:

        Title:

        Date:

         
	
        

        The foregoing subscription is accepted and
        the Company hereby agrees to be bound by its terms.

         

        PAXMED INC.

         

        By: _______________________________

        Name: Lishan Aklog

        Title: Chairman & CEO

        Date: September 9, 2014



 




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SUPPLEMENTAL QUESTIONNAIRE FOR IRREVOCABLE
TRUSTS


 


This Supplemental Questionnaire must be
completed by the person directing the investment decision for an irrevocable trust. No other person needs to complete this Supplemental
Questionnaire.


 


Please respond to the following questions,
supplying as much detail as possible in order to make your answers complete:


 


1.         Name
of Trustee (“Trustee”) who is directing the decision for the Trust to invest in the Company ________________________.
The remaining questions should be answered by the Trustee.


 


2.         Does
the Trustee have sufficient knowledge and experience in financial and business matters to enable it to evaluate the merits and
risks of an investment in the Company?


 


	 	Yes          	No           


 


3.          During
the last three years, the Trustee has made the following investments:


 


	
         

        Year
	
         

        Nature of Investment
	
         

        Amount

	 	 	
         

         

	 	 	
         

         

	 	 	
         

         

	 	 	
         

         



 


4.          Please
list all the educational institutions the Trustee has attended (including high schools, colleges, and specialized training schools),
and indicate the dates attended and the degree(s) (if any) obtained from each.


 


	
         

        From
	
         

        To
	
         

        Institution
	
         

        Degree

	
         

         
	 	 	 
	
         

         
	 	 	 
	
         

         
	 	 	 


 


5.          Please
list any professional licenses the Trustee has.


 





	 	 





 




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6.          Indicate
the Trustee’s principal business experience or occupation during the last three years. (Please list present, or most recent,
position first and the others in reverse chronological order).


 


	
         

        From
	
         

        To
	
         

        Name of Employer
	
         

        Position

	
         

         
	 	 	 
	
         

         
	 	 	 
	
         

         
	 	 	 


 


7.          Indicate
by check mark which of the following categories best describes the extent of the Trustee’s prior experience in the areas
of investment listed below:


 


	
         

         
	
         

        Substantial Experience

        or Knowledge
	No Experience
	
         

        Marketable securities
	 	 
	
         

        Government securities
	 	 
	
         

        Municipal (tax-exempt) securities
	 	 
	
         

        Commodities
	 	 
	
         

        Options (stock or commodities)
	 	 
	
         

        Securities for which no market exists
	 	 
	
         

        Limited partnerships
	 	 
	
         

        Real estate or oil and gas programs
	 	 
	
         

        Tax deferred investment generally
	 	 


 


8.          Does
the Trustee make his own investment decisions with respect to investments?


 


____ Always        ____
Frequently


____ Usually        ____  Rarely


 






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9.          What is the Trustee’s principal sources of investment knowledge or advice? (The Trustee may check more than one).


 


_____   Firsthand experience
with industry


_____   Financial publication(s)


_____   Trade or industry publication(s)


_____   Banker(s)


_____   Broker(s)


_____   Investment Advisor(s)


_____   Attorney(s)


_____   Accountant(s)


 


10.         Please
provide in the space below any additional information which would indicate that the Trustee has sufficient knowledge and experience
in financial and business matters so that the Trustee are capable of evaluating the merits and risks of investing in restricted
securities for which no market exists, such as those being offered by the Company.





	 
	 
	 
	 


 




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SCHEDULE 1


 


1.          Wiring
Instructions.    Wiring instructions for the Company are as follows:


 


2.          Warrants.
   If the Company consummates an initial public offering (“IPO”) of its securities (which include warrants to purchase
shares of Common Stock of the Company), the Warrants shall automatically, and without any action on the part of the Investor, convert
into the same form of warrant sold in the IPO (“IPO Warrants”). The exercise price of the IPO Warrants may be higher
and the exercise period may be shorter than the Warrants being sold in this offering. The number of shares of Common Stock underlying
the Warrants shall remain the same.


 


3.          Registration
Rights.    The Company agrees to use commercially reasonable efforts to include for resale the shares of Common Stock included
in the Units, the IPO Warrants into which the Warrants being sold in this offering convert and shares of Common Stock issuable
upon exercise of the IPO Warrants in a registration statement on Form S-1 (the “Registration Statement”) to
be filed in connection with the Company’s initial public offering, subject to the applicable rules and regulations of the
U.S. Securities and Exchange Commission and the Investor agreeing to the terms of any lock-up restrictions imposed by the underwriters
engaged in connection with any such Registration Statement.


 


4.          Notices.   All communications to the Company should be sent to:


 


PAXmed Inc.


420 Lexington Avenue, Suite 300


New York, New York 10170


Attn: Lishan Aklog


Tel: 602-361-6005


Fax: 602-391-2637


 


with copies to:


 


Graubard Miller


405 Lexington Avenue, 11th
Floor


New York, New York 10174


Attn: David Alan Miller, Esq.


Tel:(212) 818-8661


Fax: (212) 818-8881


 




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