Exhibit 10.16


 


SECURITIES PURCHASE AGREEMENT


 


This SECURITIES
PURCHASE AGREEMENT (the “Agreement”), dated as of ____, 2022, by and between PAXMEDICA, INC., a Delaware corporation,
with headquarters located at 303 South Broadway, Suite 125, Tarrytown, NY 10591 (the “Company”), and _______________,
with its address at ____________ (the “Buyer”).


 


WHEREAS:


 


A.   
The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(c) promulgated by the
United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;


 


B.  
Buyer desires to purchase from the Company, and the Company desires to issue and sell to the Buyer, upon the terms and conditions
set forth in this Agreement, (i) a senior secured promissory note of the Company, in the aggregate principal amount of $______ (as the
principal amount thereof may be increased pursuant to the terms thereof, and together with any note(s) issued in replacement thereof or
as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, in the form attached hereto as Exhibit
A, the “Note”), convertible into shares of common stock, $0.0001 par value per share, of the Company (the “Common
Stock”), upon the terms and subject to the limitations and conditions set forth in such Note and (ii) the Warrant (as defined below);


 


C.  
The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of the Note as is set
forth immediately below its name on the signature pages hereto;


 


D.   
The Company wishes to issue a common stock purchase warrant to purchase ______ shares of Common Stock each (the “Warrant”)
to the Buyer as additional consideration for the purchase of the Note, which shall be earned in full as of the Closing Date, as further
provided herein.


 


NOW THEREFORE,
in consideration of the foregoing and of the agreements and covenants herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Company and the Buyer hereby agree as follows:


 


		1.	Purchase and Sale of Note.



 


a.   
Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer, and the Buyer agrees
to purchase from the Company, the Note, as further provided herein. Notwithstanding anything in this Agreement to the contrary, the Company
shall be permitted to issue senior secured promissory note(s) in the aggregate principal amount of up to $______ (including the principal
amount of $_______ under the Note) on the same exact terms and conditions as the Note (the “Other Note(s)”) within thirty
(30) calendar days of the date of this Agreement, provided, however, that all obligations under the Other Note(s) shall be pari passu
with (in priority of payment and performance) the Note. As used in this Agreement, the term “business day” shall mean any
day other than a Saturday, Sunday, or a day on which commercial banks in the city of New York, New York are authorized or required by
law or executive order to remain closed.


 


b.   Form of Payment. On the Closing
Date: (i) the Buyer shall pay the purchase price of $________ (the “Purchase Price”) for the Note, to be issued and sold
to it at the Closing (as defined below), by wire transfer of immediately available funds to the Company, in accordance with the
Company’s written wiring instructions, against delivery of the Note, and (ii) the Company shall deliver such duly executed
Note and Warrant on behalf of the Company, to the Buyer, against delivery of such Purchase Price. On the Closing, the Buyer shall
withhold a non-accountable sum of $_______ from the Purchase Price to cover the Buyer’s legal fees in connection with the
transactions contemplated by this Agreement.


 


c.  
Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section
7 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on
the date that the Purchase Price for the Note is paid by Buyer pursuant to terms of this Agreement.


 






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d.   
 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the
Closing Date at such location as may be agreed to by the parties (including via exchange of electronic signatures).


 


1A. Warrant.
On the Closing Date, the Company shall issue the Warrant to the Buyer pursuant to the terms of contained therein.


 


2.    
Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company as of the Closing Date that:


 


a.  
Investment Purpose. As of the Closing Date, the Buyer is purchasing the Note, the Warrant, and the shares of Common Stock
issuable upon conversion of or otherwise pursuant to the Note and such additional shares of Common Stock, if any, as are issuable on account
of interest on the Note pursuant to this Agreement and/or upon exercise of the Warrant, such shares of Common Stock being collectively
referred to herein as the “Conversion Shares” and, collectively with the Note and Warrant, the “Securities”) for
its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted
from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree
to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in
accordance with or pursuant to a registration statement or an exemption under the 1933 Act.


 


b.   
Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of
Regulation D (an “Accredited Investor”). The Buyer has provided sufficient information to the Company to support an offering
pursuant to Rule 506(c) of Regulation D and such information is true and correct in all respects.


c.  
Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific
exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon
the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings
of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the
Securities.


 


d. 
Information. The Buyer and its advisors, if any, have been, furnished with all materials relating to the business, finances
and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or
its advisors. The Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company regarding its business
and affairs. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives
shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3
below.


 


e.  
Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental
agency has passed upon or made any recommendation or endorsement of the Securities.


 


f.  Transfer
or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under
the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold
pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company an opinion of
counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for
opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or
transferred pursuant to an exemption from such registration, which opinion shall be reasonably acceptable to the Company, (c) the
Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a
successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance
with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable
exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation
S”), and the Buyer shall have delivered to the Company an opinion of counsel that shall be in form, substance and scope
customary for opinions of counsel in corporate transactions, which opinion shall be reasonably acceptable to the Company; (ii) any
sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said
Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale
is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other
exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person
is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and
conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the
contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by
the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder,
and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or
otherwise make any delivery to the Company pursuant to this Agreement or otherwise.


 






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g. 
Legends. The Buyer understands that until such time as the Note, Warrant, and, upon conversion of the Note and/or exercise
of the Warrant in accordance with its respective terms, the Conversion Shares, have been registered under the 1933 Act or may be sold
pursuant to Rule 144, Rule 144A under the 1933 Act, Regulation S, or other applicable exemption without any restriction as to the number
of securities as of a particular date that can then be immediately sold, the Securities may bear a restrictive legend in substantially
the following form (and a stop-transfer order may be placed against transfer of such Securities):


 


“NEITHER THE ISSUANCE
AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE/EXERCISABLE]
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, REGULATION S, OR OTHER APPLICABLE
EXEMPTION UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 


The legend
set forth above shall be removed and the Company shall issue a certificate or book entry statement for the applicable shares of Common
Stock without such legend to the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable
shares of Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository
Trust Company (“DTC”), if, unless otherwise required by applicable state securities laws, (a) such Security is registered
for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A,
Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then
be immediately sold, or (b) the Company or the Buyer provides the Legal Counsel Opinion (as contemplated by and in accordance with Section
4(m) hereof) to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which
opinion shall be reasonably acceptable to the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities,
including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery
requirements, if any.


 


h. 
Authorization; Enforcement. This Agreement has been duly and validly authorized by the Buyer and has been duly executed
and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance
with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.


 


i.   
No Disqualification Events. Neither the Buyer nor any beneficial owner of 20% or more of the Buyer is subject to any of
the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”),
except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3).


 


3.     
Representations and Warranties of the Company. Except as set forth in the schedules hereto, the Company represents and warrants
to the Buyer as of the Closing Date that:


 


a.  Organization
and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority
(corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased,
used, operated and conducted. The Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and
is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it
makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse
Effect. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial
condition or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or
by the agreements or instruments to be entered into in connection herewith. “Subsidiaries” means any corporation or
other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other
ownership interest.


 






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b.  
Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this
Agreement, the Note, and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with
the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Warrant, the Note, and the Conversion Shares by the
Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of
the Note, Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note
and/or exercise of the Warrant) have been duly authorized by the Company’s Board of Directors and no further consent or authorization
of the Company, its Board of Directors, its shareholders, or its debt holders is required, (iii) this Agreement and the Note (together
with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company by its authorized
representative, and such authorized representative is the true and official representative with authority to sign this Agreement, the
Note and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly, and (iv) this
Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal,
valid and binding obligation of the Company, enforceable against the Company in accordance with their terms.


 


c.  
Capitalization; Governing Documents. As of _____, 2022, the authorized capital stock of the Company consists of: ______
authorized shares of Common Stock, of which _____ shares were issued and outstanding, and _____ authorized shares of preferred stock,
of which ______ were issued and outstanding. All of such outstanding shares of capital stock of the Company and the Conversion Shares,
are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company
are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through
the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such
date and reflected in the SEC Documents (as defined in this Agreement) of the Company (i) there are no outstanding options, warrants,
scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights
of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the
Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional
shares of capital stock of the Company or any of its Subsidiaries and (ii) there are no agreements or arrangements under which the Company
or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act. The Company has furnished
to the Buyer true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate
of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all
securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.


 


d.   
Issuance of Conversion Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion
of the Note in accordance with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims
and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders
of the Company and will not impose personal liability upon the holder thereof.


 


e. 
Issuance of Warrant. The issuance of the Warrant is duly authorized and will be validly issued, fully paid and non-assessable,
and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights
or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.


 


f.    Acknowledgment
of Dilution. The Company understands and acknowledges the potentially dilutive effect of the Conversion Shares to the Common
Stock upon the conversion of the Note. The Company further acknowledges that its obligation to issue, upon conversion of the Note,
the Conversion Shares, in accordance with this Agreement, and the Note are absolute and unconditional regardless of the dilutive
effect that such issuance may have on the ownership interests of other shareholders of the Company.


 






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g. 
  Ranking; No Conflicts. Other than with respect to any indebtedness evidenced by the Other Note(s), the Note shall have priority
in payment and performance over all indebtedness of the Company (for the avoidance of doubt, all obligations under the Other Note(s) shall
be pari passu with (in priority of payment and performance) the Note). The execution, delivery and performance of this Agreement and the
Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation,
the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision
of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute
a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, note, evidence of indebtedness, indenture, patent, patent license or instrument
to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment
or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the
Company or its securities is subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company
or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations
and violations as would not, individually or in the aggregate, have a Material Adverse Effect), or (iv) trigger any anti-dilution and/or
ratchet provision contained in any other contract in which the Company is a party thereto or any security issued by the Company. Neither
the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other organizational documents
and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both
could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any
action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any
agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which any property or assets of the
Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not, individually or in the aggregate,
have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be
conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity.
Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws, the
Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental
agency, regulatory agency, self-regulatory organization or stock market or any third party in order for it to execute, deliver or perform
any of its obligations under this Agreement and the Note in accordance with the terms hereof or thereof or to issue and sell the Note
in accordance with the terms hereof and, upon conversion of the Note and/or exercise of the Warrant, issue Conversion Shares. All consents,
authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been
obtained or effected on or prior to the date hereof. The Company and its Subsidiaries are unaware of any facts or circumstances which
might give rise to the Company’s inability to list its Common Stock on the NYSE American, the Nasdaq Capital Market, the Nasdaq
Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing). The “Principal
Market” shall mean any tier of the OTC Markets, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq
Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing).


 


h.   SEC
Documents; Financial Statements. All registration statements, reports, schedules, forms, statements and other documents filed by
the Company with the SEC as well as all exhibits included therein and financial statements and schedules thereto and documents
incorporated by reference therein shall be referred to herein as the “SEC Documents”. As of their respective dates, the
financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been
prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods
involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated
Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial
statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i)
liabilities incurred in the ordinary course of business subsequent to September 30, 2021, and (ii) obligations under contracts and
commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be
reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or
operating results of the Company. The Company has never been a “shell company” as described in Rule 144(i)(1)(i).


 






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i.  
Absence of Certain Changes. Since September 30, 2021, there has been no material adverse change and no material adverse
development in the assets, liabilities, business, properties, operations, financial condition, results of operations, or prospects of
the Company or any of its Subsidiaries.


 


j.    
Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public
board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries,
threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that
could have a Material Adverse Effect. The SEC Documents contain a complete list and summary description of any pending or, to the knowledge
of the Company, threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would
have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any
of the foregoing.


 


k. 
Intellectual Property. Except as set forth in the SEC Documents, the Company and each of its Subsidiaries owns or possesses
the requisite licenses or rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks,
trademark applications, service marks, service names, trade names and copyrights (“Intellectual Property”) necessary to enable
it to conduct its business as now operated (and, as presently contemplated to be operated in the future); there is no claim or action
by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the right of the
Company or of a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and,
as presently contemplated to be operated in the future); to the best of the Company’s knowledge, the Company’s or its Subsidiaries’
current and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person;
and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and each of its Subsidiaries
have taken reasonable security measures to protect the secrecy, confidentiality and value of their Intellectual Property.


 


l. 
No Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate
or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has
or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract
or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.


 


m. 
Tax Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other
tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company
and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes)
and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate
for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no
unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know
of no basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment
or collection of any foreign, federal, state or local tax. None of the Company’s tax returns is presently being audited by any taxing
authority.


 


n.  
Transactions with Affiliates. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries
makes payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain
from third parties and other than the transactions described in the SEC Documents, none of the officers, directors, or employees of the
Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers
and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for
rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or,
to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee
has a substantial interest or is an officer, director, trustee or partner.


 


o.    Disclosure.
All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the
Buyer pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in
all material respects and the Company has not omitted to state any material fact necessary in order to make the statements made
herein or therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred
or exists with respect to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or
financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but
which has not been so publicly announced or disclosed.


 






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p.      
Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting
solely in the capacity of arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company
further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with
respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives
or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental
to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter
into this Agreement has been based solely on the independent evaluation of the Company and its representatives.


 


q. 
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has
directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would
require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will
not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder
approval provisions applicable to the Company or its securities.


 


r.   
No Brokers; No Solicitation. Except with respect to _______, a registered broker-dealer, the Company has taken no action
which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement
or the transactions contemplated hereby. The Company acknowledges and agrees that neither the Buyer nor its employee(s), member(s), beneficial
owner(s), or partner(s) solicited the Company to enter into this Agreement and consummate the transactions described in this Agreement.


 


s. 
Permits; Compliance. The Company and each of its Subsidiaries is in possession of all material franchises, grants, authorizations,
licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate
its properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”) in all material
respects, and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of
the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company
Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected
to have a Material Adverse Effect. Since September 30, 2021, neither the Company nor any of its Subsidiaries has received any notification
with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults
or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.


 


		t.	Environmental Matters.



 


(i)  There
are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company, no
past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions,
activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law
environmental liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or
similar federal, state, local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with
respect to any of the foregoing, nor is any action pending or, to the Company’s knowledge, threatened in connection with any
of the foregoing, except for violations which would not have a Material Adverse Effect. The term ”Environmental Laws”
means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including,
without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws
relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous
substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as
all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders,
permits, plans or regulations issued, entered, promulgated or approved thereunder.


 






    7


     


    

 


(ii)  
Other than those that are or were stored, used or disposed of in compliance with applicable law, to the Company’s knowledge,
no Hazardous Materials are contained on or about any real property currently owned, leased or used by the Company or any of its Subsidiaries,
and no Hazardous Materials were released on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries
during the period the property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the
Company’s or any of its Subsidiaries’ business.


 


(iii)   
To the Company’s knowledge, there are no underground storage tanks on or under any real property owned, leased or used by
the Company or any of its Subsidiaries that are not in compliance with applicable law.


 


u. 
Title to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and
good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries,
in each case free and clear of all liens, encumbrances and defects, other than in favor of the Buyer or any holder of the Other Note(s).
Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable
leases with such exceptions as would not have a Material Adverse Effect.


 


v.   
Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which
the Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has any reason to believe that it will not be
able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as
may be necessary to continue its business at a cost that would not have a Material Adverse Effect. Upon written request the Company will
provide to the Buyer true and correct copies of all policies relating to directors’ and officers’ liability coverage, errors
and omissions coverage, and commercial general liability coverage.


 


w.  
Internal Accounting Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls
sufficient, in the judgment of the Company’s board of directors, to provide reasonable assurance that (i) transactions are executed
in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation
of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access
to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability
for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.


 


x.  
Foreign Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee
or other person acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company,
used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity;
made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated
or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff,
influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.


 


y.  
Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e.,
its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become
absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not,
after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that
would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company’s
financial statements for its most recent fiscal year end and interim financial statements have been prepared assuming the Company will
continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of
business.





 






    8


     


    

 


z.  
No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement
will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment
Company”). The Company is not controlled by an Investment Company.


 


aa. No Off
Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries
and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its SEC Documents and is not
so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.


 


bb. No
Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other
officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding
voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933
Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of
the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”),
except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether
any Issuer Covered Person is subject to a Disqualification Event.


 


cc. [Intentionally
Omitted].


 


dd. Bank Holding
Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”)
and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor
any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of
any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the
BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or affiliates exercises a controlling influence
over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.


 


ee. Illegal
or Unauthorized Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge,
any of the officers, directors, employees, agents or other representatives of the Company or any of its Subsidiaries or any other business
entity or enterprise with which the Company or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made
or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable law, (i)
as a kickback or bribe to any person or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive
public office except for personal political contributions not involving the direct or indirect use of funds of the Company or any of its
Subsidiaries.


 


ff. Breach
of Representations and Warranties by the Company. The Company agrees that if the Company materially breaches any of the representations
or warranties set forth in this Section 3 and in addition to any other remedies available to the Buyer pursuant to this Agreement, it
will be considered an Event of Default under Section 3.4 of the Note.


 


		4.	ADDITIONAL COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS.



 


a.   
Best Efforts. The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6 and
7 of this Agreement.


 


b. 
Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D
and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action
as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing pursuant
to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption
from such qualification), and shall provide evidence of any such action so taken to the Buyer on or prior to the Closing Date.


 


c.   Use
of Proceeds. The Company shall use the proceeds first for the consummation of its Phase 2B clinical trial with respect to
PAX-101 (intravenous formulation of suramin), and second for business development, working capital, and in regards to transactions
with affiliates of the Company not to exceed $____, and not for the repayment of any indebtedness owed to officers, directors or
employees of the Company or their affiliates or in violation or contravention of any applicable law, rule or regulation.


 






    9


     


    

 


 d.   [Intentionally Omitted].




 


e.  
Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever
claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at
any time hereafter in force, in connection with any action or proceeding that may be brought by the Buyer in order to enforce any right
or remedy under this Agreement, the Note and any document, agreement or instrument contemplated thereby. Notwithstanding any provision
to the contrary contained in this Agreement, the Note and any document, agreement or instrument contemplated thereby, it is expressly
agreed and provided that the total liability of the Company under this Agreement, the Note or any document, agreement or instrument contemplated
thereby for payments which under applicable law are in the nature of interest shall not exceed the maximum lawful rate authorized under
applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default
interest, or both of them, when aggregated with any other sums which under applicable law in the nature of interest that the Company may
be obligated to pay under this Agreement, the Note and any document, agreement or instrument contemplated thereby exceed such Maximum
Rate. It is agreed that if the maximum contract rate of interest allowed by law applicable to this Agreement, the Note and any document,
agreement or instrument contemplated thereby is increased or decreased by statute or any official governmental action subsequent to the
date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to this Agreement, the Note
and any document, agreement or instrument contemplated thereby from the effective date thereof forward, unless such application is precluded
by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Buyer with
respect to indebtedness evidenced by this Agreement, the Note and any document, agreement or instrument contemplated thereby, such excess
shall be applied by the Buyer to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling
such excess to be at the Buyer’s election.


 


f. 
Restriction on Activities. Commencing as of the date first above written, and until the earlier of payment of the Note in
full or full conversion of the Note, the Company shall not, directly or indirectly, without the Buyer’s prior written consent, which
consent shall not be unreasonably withheld: (a) change the nature of its business; (b) sell, divest, acquire, change the structure of
any material assets other than in the ordinary course of business; or (c) consummate any Variable Rate Transaction (as defined herein).


 


g. 
Listing. The Company will, beginning on earlier of the (i) IPO Date (as defined in the Note) or (ii) Maturity Date (as defined
in the Note)and continuing until the Note is extinguished in its entirety, maintain the listing and trading of its Common Stock on the
Principal Market or any equivalent replacement exchange or electronic quotation system and will comply in all respects with the Company’s
reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”)
and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices it receives from the Principal
Market and any other exchanges or electronic quotation systems on which the Common Stock is then traded regarding the continued eligibility
of the Common Stock for listing on such exchanges and quotation systems.


 


h. 
Corporate Existence. The Company will, so long as the Note is outstanding, maintain its corporate existence and shall not
sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially
all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations
hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose
Common Stock is listed for trading or quotation on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq
Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing).


 


i. 
No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances
that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities
to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable
to the Company or its securities.


 






    10


     


    

 





j.   
 Compliance with 1934 Act. Beginning on the earlier of the (i) IPO Date (as defined in the Note) or (ii) Maturity Date (as
defined in the Note) and continuing until the Note is extinguished in its entirety, the Company shall comply with the reporting requirements
of the 1934 Act and the Company shall continue to be subject to the reporting requirements of the 1934 Act.


 


k. Acknowledgement
Regarding Buyer’s Trading Activity. Until the Note is fully repaid or fully converted, the Buyer shall not effect any “short
sale” (as such term is defined in Rule 200 of Regulation SHO of the 1934 Act) of the Common Stock which establishes a net short
position with respect to the Common Stock.


 


l.     
[Intentionally Omitted].


 


m. Legal
Counsel Opinions. Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly
supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel
Opinion”) to the effect that the resale of the Conversion Shares by the Buyer or its affiliates, successors and assigns is exempt
from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided
the Conversion Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other
applicable exemption (provided the requirements of such other applicable exemption are satisfied). Should the Company’s legal counsel
fail for any reason to issue the Legal Counsel Opinion, the Buyer may (at the Company’s cost) secure another legal counsel to issue
the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion.


 


n.  
Registration Rights. The Company hereby grants to the Buyer the registration rights set forth on Exhibit B hereto.


 


o.  
[Intentionally Omitted].


 


p.  
Subsequent Variable Rate Transactions. From the date hereof until such time as the Note is extinguished in its entirety,
the Company shall be prohibited from effecting or entering into an agreement involving a Variable Rate Transaction. “Variable Rate
Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into,
exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price,
exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares
of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange
price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence
of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or
(ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a
future determined price. The Buyer shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which
remedy shall be in addition to any right to collect damages.


 


 q.   [Intentionally Omitted].




 


r.   
Breach of Covenants. The Company acknowledges and agrees that if the Company breaches any of the covenants set forth in
this Section 4, in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of
Default under Section 3.3 of the Note, provided that such breach is not cured within twenty (20) days the Company‘s receipt of notice
of such breach


 






    11


     


    

 


5.     Transfer
Agent Instructions. As soon as reasonably practicable and in no event later than the date the Company’s Common Stock is
traded or quoted on any trading market, the Company shall issue irrevocable instructions to the Company’s transfer agent to
issue certificates and/or issue shares electronically at the Buyer’s option, registered in the name of the Buyer or its
nominee, upon conversion of the Note and/or exercise of the Warrant, the Conversion Shares, in such amounts as specified from time
to time by the Buyer to the Company in accordance with the terms thereof (the “Irrevocable Transfer Agent
Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the
effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered
pursuant to this Agreement (including but not limited to the provision to irrevocably reserved shares of Common Stock in the
Reserved Amount (as defined in the Note)) signed by the successor transfer agent to the Company and the Company. Prior to
registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule
144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of Securities as of a
particular date that can then be immediately sold, all such certificates or book entry shares shall bear the restrictive legend
specified in Section 2(g) of this Agreement. The Company warrants that: (i) no instruction other than
the Irrevocable Transfer Agent Instructions referred to in this Section 5 will be given by the Company to its transfer agent and
that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in
this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer
agent in transferring (or issuing)(electronically or in certificated form) any certificate for Securities to be issued to the Buyer
upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; (iii) it will not fail to
remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any
restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Securities issued
to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement and (iv) it
will provide any required corporate resolutions and issuance approvals to its transfer agent within one (1) business day of each
conversion of the Note. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in
Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If the
Buyer provides the Company, at the cost of the Company, with (i) an opinion of counsel in form, substance and scope customary for
opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without
registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the
Securities can be sold pursuant to 144, Rule 144A, Regulation S, or other applicable exemption, the Company shall permit the
transfer, and, in the case of the Securities, promptly instruct its transfer agent to issue one or more certificates, free from
restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it
of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions
contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section
5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that
the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring
immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.
Notwithstanding the foregoing, the obligations under this Section 5 shall not become operable until such time as the Company’s
Common Stock is traded or quoted on any trading market (with the understanding that all of the Company’s obligations under
this Section 5 that the Company can satisfy without a third party transfer agent shall be operable at all times).


 


6.  
Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note
to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto,
provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:


 


 a.  The Buyer shall have executed this Agreement and delivered the same to the Company.




 


b. 
The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.


 


c. 
The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and
as of the Closing Date, as though made at that time (except for representations and warranties that speak as of a specific date), and
the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.


 


d.  
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


7.  
Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note, on the
Closing Date, is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these
conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:


 






    12


     


    

 





 a.  The Company shall have executed this Agreement and delivered the same to the Buyer.




 


b. The
Company shall have delivered to the Buyer the duly executed Note in such denominations as the Buyer shall request and in accordance with
Section 1(b) above.


 


 c.  The Company shall have delivered to the Buyer the Warrant.




 


d. 
[Intentionally Omitted].


 


e.  
The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and
as of Closing Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company
shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement
to be performed, satisfied or complied with by the Company at or prior to the Closing Date.


 


f. 
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


g.  
No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company.


 


h. 
The Company shall have delivered to the Buyer (i) a certificate evidencing the formation and good standing of the Company and each
of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction,
as of a date within ten (10) days of the Closing Date and (ii) resolutions adopted by the Company’s Board of Directors at a duly
called meeting or by unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated
hereby.


 


i.   
The Company shall have delivered to the Buyer a legal opinion by counsel to the Company in form and substance reasonably satisfactory
to Buyer, including, without limitation, with respect to corporate matters, no conflicts, non-contravention of laws, enforceability, lien
creation and perfection.


 


		8.	Governing Law; Miscellaneous.



 


a.   
Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware
without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated
by this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in
the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States
District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court
of the State of Delaware. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action
instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The prevailing party shall
be entitled to recover from the other party its reasonable attorney’s fees and costs. Each party hereby irrevocably waives personal
service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement, the Note,
or any other agreement, certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) 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 contained herein shall
be deemed to limit in any way any right to serve process in any other manner permitted by law.


 


b.  Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to
the other party. A facsimile or .pdf signature shall be considered due execution and shall be binding upon the signatory thereto
with the same force and effect as if the signature were an original, not a facsimile or .pdf signature. Delivery of a counterpart
signature hereto by facsimile or email/.pdf transmission shall be deemed validly delivery thereof.


 






    13


     


    

 


c. 
Construction; Headings. This Agreement shall be deemed to be jointly drafted by the Company and the Buyer and shall not
be construed against any person as the drafter hereof. The headings of this Agreement are for convenience of reference only and shall
not form part of, or affect the interpretation of, this Agreement.


 


d. 
Severability. In the event that any provision of this Agreement, the Note, or any other agreement or instrument delivered
in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative
to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision
which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this
Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby or thereby.


 


e.   
Entire Agreement; Amendments. This Agreement, the Note, and the instruments referenced herein contain the entire understanding
of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither
the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this
Agreement or any agreement or instrument contemplated hereby may be waived or amended other than by an instrument in writing signed by
the Buyer.


 


f.      
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or
certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, e-mail or facsimile, addressed as set forth below or to such other address as such party shall
have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be
deemed effective (a) upon hand delivery or delivery by e-mail or facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such
notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier
service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses
for such communications shall be:


 


If to the Company, to:


 


PAXMEDICA, INC.


303 South Broadway, Suite 125


Tarrytown, NY 10591


Attention: Howard Weisman


e-mail hweisman@paxmedica.com


 


If to the Buyer:


 


g. 
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the
Buyer. The Buyer may assign its rights hereunder to any “accredited investor” (as defined in Rule 501(a) of the 1933 Act)
in a private transaction from the Buyer or to any of its “affiliates”, as that term is defined under the 1934 Act, without
the consent of the Company.


 


h.  
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


i.   Survival.
The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the
closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer.


 






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j.  
Publicity. The Company, and the Buyer shall have the right to review a reasonable period of time before issuance of any
press releases, SEC, Principal Market or FINRA filings, or any other public statements with respect to the transactions contemplated hereby;
provided, however, that the Company shall be entitled, without the prior approval of the Buyer, to make any press release
or SEC, Principal Market (or other applicable trading market) or FINRA filings with respect to such transactions as is required by applicable
law and regulations (although the Buyer shall be consulted by the Company in connection with any such press release prior to its release
and shall be provided with a copy thereof and be given an opportunity to comment thereon) and the Company shall be entitled to disclose
this Agreement, the Securities and the transactions contemplated hereby in any filing with the SEC.


 


k.   
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


l.   
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


m.  
Indemnification. In consideration of the Buyer’s execution and delivery of this Agreement and acquiring the Securities
hereunder, and in addition to all of the Company’s other obligations under this Agreement or the Note, the Company shall defend,
protect, indemnify and hold harmless the Buyer and its stockholders, partners, members, officers, directors, employees and direct or indirect
investors and any of the foregoing persons’ agents or other representatives (including, without limitation, those retained in connection
with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions,
causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective
of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’
fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating
to (a) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement, the Note or any other
agreement, certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation
of the Company contained in this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or
thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes
a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance or
enforcement of this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, (ii)
any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities,
or (iii) the status of the Buyer or holder of the Securities as an investor in the Company pursuant to the transactions contemplated by
this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make
the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.


n. 
Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer
by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law
for a breach of its obligations under this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated
hereby or thereby will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this
Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby or thereby, that the Buyer shall
be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an
injunction or injunctions restraining, preventing or curing any breach of this Agreement, the Note, or any other agreement, certificate,
instrument or document contemplated hereby or thereby, and to enforce specifically the terms and provisions hereof and thereof, without
the necessity of showing economic loss and without any bond or other security being required.


 






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o.  Payment
Set Aside. To the extent that the (i) Company makes a payment or payments to the Buyer hereunder, pursuant to the Note, or
pursuant to any other agreement, certificate, instrument or document contemplated hereby or thereby, or (ii) the Buyer enforces or
exercises its rights hereunder, pursuant to the Note, or pursuant to any other agreement, certificate, instrument or document
contemplated hereby or thereby, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof
(including but not limited to the sale of the Securities) are for any reason (i) subsequently invalidated, declared to be fraudulent
or preferential, set aside, recovered from, or disgorged by the Buyer, or (ii) are required to be refunded, repaid or otherwise
restored to the Company, a trustee, receiver or any other person or entity under any law (including, without limitation, any
bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then (i) to the extent of any such
restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and
effect as if such payment had not been made or such enforcement or setoff had not occurred and (ii) the Company shall immediately
pay to the Buyer a dollar amount equal to the amount that was for any reason (i) subsequently invalidated, declared to be fraudulent
or preferential, set aside, recovered from, or disgorged by the Buyer, or (ii) required to be refunded, repaid or otherwise restored
to the Company, a trustee, receiver or any other person or entity under any law (including, without limitation, any bankruptcy law,
foreign, state or federal law, common law or equitable cause of action).


 


p. 
Failure or Indulgence Not Waiver. No failure or delay on the part of the Buyer in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other
or further exercise thereof or of any other right, power or privileges. All rights and remedies of the Buyer existing hereunder are cumulative
to, and not exclusive of, any rights or remedies otherwise available.


 


q. 
Lock-Up. If the IPO Date is within four (4) months of the date of this Agreement, then, on the IPO Date (as defined in the
Note), the Buyer agrees to enter into a customary lock-up agreement with respect to the Conversion Shares upon a reasonable request of
the managing underwriter of the Qualified Offering (as defined in the Note), so long as all restrictions on Buyer’s resale of the
Conversion Shares ceases on or before the date that is sixty (60) calendar days after the IPO Date (as defined in the Note), provided,
however, that sales at a price equal to or exceeding 200% of the Qualified Offering Price shall be permitted during such sixty (60) calendar
day period.


 


[Signature Page Follows]





 






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IN WITNESS WHEREOF, the undersigned
Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.


 


PAXMEDICA, INC.


 


	By: 	 	 
	 	Name: HOWARD WEISMAN	 
	 	Title: CHIEF EXECUTIVE OFFICER	 


 


[BUYER]


 


	By:	 	 
	 	Name: 	 
	 	Title: 	 


 


SUBSCRIPTION AMOUNT:


 


	Principal Amount of Note: 
	Actual Amount of Purchase Price of Note: 





 






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EXHIBIT
A


 


FORM OF NOTE


 


[attached hereto]





 






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EXHIBIT
B REGISTRATION RIGHTS


 


All of the
Conversion Shares and shares into which the Warrant is exercisable into will be deemed “Registrable Securities” subject to
the provisions of this Exhibit B. All capitalized terms used but not defined in this Exhibit B shall have the meanings ascribed to such
terms in the Securities Purchase Agreement to which this Exhibit is attached.


 


		1.	Registration Rights.



 


1.1               
Piggy-Back Rights and Demand Rights. If at any time on or after the date of the Closing the Company proposes to file any
Registration Statement under the 1933 Act (a “Registration Statement”) with respect to any offering of equity securities,
or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own
account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration
Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan,
(iii) in connection with a merger or acquisition, or (iv) the Registration Statement numbered 333-239676 as currently evidenced by such
Registration Statement filed on January 4, 2022, any amendment to such Registration Statement or any other registration statement filed
by the Company in connection with its initial public offering of its Common Stock, then the Company shall (x) give written notice of such
proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as
practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall
describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and
the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities
in such notice the opportunity to register the resale of such number of Registrable Securities as such holders may request in writing
within three (3) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable
Securities to be included in such registration for resale by the Buyer at prevailing market prices and shall cause the managing underwriter
or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration
on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable
Securities in accordance with the intended method(s) of distribution thereof. In the event of a reasonable cutback request by the managing
underwriter, the Company shall give the Buyer at least five (5) Trading Days prior written notice along with the calculations as to the
Buyer’s allotment. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration
that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters
selected for such Piggy-Back Registration. If, at any time on or after the date that is six (6) calendar months after the date of the
Closing, the Registrable Securities are not eligible for resale by the Buyer pursuant to Rule 144, then the Company shall (i) file a Registration
Statement covering only the Buyer’s resale of the Registrable Securities at prevailing market prices within thirty (30) calendar
days after the Buyer’s request and (ii) use commercially reasonable efforts to cause such Registration Statement to be declared
effective by the SEC as soon as possible (in any event within ninety (90) calendar days after the Buyer’s request). If, at any time
on or after the earlier of the (i) date that is ninety (90) calendar days after the IPO Date (as defined in the Note) or (ii) Maturity
Date (as defined in the Note), the Registrable Securities are not eligible for resale by the Buyer pursuant to Rule 144, then, upon request
of the Buyer, the Company shall (i) file a Registration Statement covering only the Buyer’s resale of the Registrable Securities
at prevailing market prices (provided, however, that if the Common Stock is not quoted or listed for trading at such time, then it shall
be adjusted to a fixed price until the Common Stock is quoted or listed for trading) within thirty (30) calendar days after the Buyer’s
request and (ii) use commercially reasonable efforts to cause such Registration Statement to be declared effective by the SEC as soon
as possible (in any event within ninety (90) calendar days after the Buyer’s request or one hundred twenty (120) if subject to a
review by the SEC).


 


1.2               
Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable
Securities in any Registration Statement by giving written notice to the Company of such request to withdraw prior to the effectiveness
of the Registration Statement. The Company shall pay all expenses incurred by the holders of Registrable Securities in connection with
such Registration Statement as provided in Section 1.5 below.


 






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1.3                The
Company shall notify the holders of Registrable Securities at any time when a prospectus relating to such holder’s Registrable
Securities is required to be delivered under the 1933 Act, upon discovery that, or upon the happening of any event as a result of
which, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light
of the circumstances then existing. At the request of such holder, the Company shall also prepare, file and furnish to such holder a
reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light
of the circumstances then existing. The holders of Registrable Securities shall not to offer or sell any Registrable Securities
covered by the Registration Statement after receipt of such notification until the receipt of such supplement or amendment.


 


1.4               
The Company may request a holder of Registrable Securities to furnish the Company such information with respect to such holder
and such holder’s proposed distribution of the Registrable Securities pursuant to the Registration Statement as the Company may
from time to time reasonably request in writing or as shall be required by law or by the SEC in connection therewith, and such holders
shall furnish the Company with such information.


 


1.5               
All fees and expenses incident to the performance of or compliance with this Exhibit B by the Company shall be borne by the Company
whether or not any Registrable Securities are sold pursuant to a 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 of
the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the SEC, (B) with respect
to filings required to be made with any trading market on which the Common Stock is then listed for trading, (C) in compliance with applicable
state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements
of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) with respect
to any filing that may be required to be made by any broker through which a holder of Registrable Securities intends to make sales of
Registrable Securities with the FINRA, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements
of counsel for the Company, (v) 1933 Act liability insurance, if the Company so desires such insurance, (vi) fees and expenses of all
other persons or entities retained by the Company in connection with the consummation of the transactions contemplated by this Exhibit
B and (vii) reasonable fees and disbursements (up to $_____) of a single special counsel for the holders of Registrable Securities (selected
by holders of the majority of the Registrable Securities requesting such registration). 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 and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange
as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any holder of Registrable
Securities.


 


1.6                The
Company and its successors and assigns shall indemnify and hold harmless the Buyer, each holder of Registrable Securities, the
officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent
role of a person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each individual or
entity who controls the Buyer or any such holder of Registrable Securities (within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other
individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or
any other title) of each such controlling individual or entity (each, an “Indemnified Party”), to the fullest extent
permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without
limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of
or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related
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 such prospectus or supplement thereto, in light of the circumstances under which they were made) not
misleading or (2) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act or any state securities law, or
any rule or regulation thereunder, in connection with the performance of its obligations under this Exhibit B, except to the extent,
but only to the extent, that (i) such untrue statements or omissions are based upon information regarding the Buyer or such holder
of Registrable Securities furnished to the Company by such party for use therein. The Company shall notify the Buyer and each holder
of Registrable Securities promptly of the institution, threat or assertion of any proceeding arising from or in connection with the
transactions contemplated by this Exhibit B of which the Company is aware.


 






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1.7               
If the indemnification under Section 1.6 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless
for any Losses, then the Company shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate
to reflect the relative fault of the Company 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 the Company 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, the
Company or the 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 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 Section 1.6 was available to such party
in accordance with its terms. It is agreed that it would not be just and equitable if contribution pursuant to this Section 1.7 were determined
by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in
the immediately preceding sentence. Notwithstanding the provisions of this Section 1.7, neither the Buyer nor any holder of Registrable
Securities shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received
by such party from the sale of all of their Registrable Securities pursuant to such Registration Statement or related prospectus exceeds
the amount of any damages that such party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission.


 


[End of Exhibit B]




 



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