Exhibit 4.2


 


NEITHER THIS SECURITY NOR THE SECURITIES
AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH
SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


COMMON
STOCK PURCHASE WARRANT


 


PAXMEDICA, INC.


 


Warrant Shares:


Date of Issuance: , 2022(“Issuance
Date”)


 


This COMMON
STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the $______
senior secured promissory note to the Holder (as defined below) of even date) (the “Note”), ________ (including any permitted
and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time during the Exercise Period, to purchase from PaxMedica, Inc., a Delaware corporation (the
 “Company”), up to _____ shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby
such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then
in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated
______, 2022, by and among the Company and the Holder (the “Purchase Agreement”).


 


Capitalized
terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this Warrant
or in Section 12 below. For purposes of this Warrant, the term “Exercise Price” shall mean the lesser of (i) $___ or
(ii) ___% of the Qualified Offering Price (as defined in the Note), subject to adjustment as provided herein (including but not limited
to cashless exercise), and the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending
on 5:00 p.m. eastern standard time on the date which is five years after the Issuance Date.


 


		1.	EXERCISE OF WARRANT.



 


(a)               
Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised
in whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit
A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required
to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of
a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant
Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. Within two (2) Business Day following
the date on which the Holder sent the Exercise Notice to the Company or the Company’s transfer agent (the “Warrant Share
Delivery Date”), and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price
multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise
Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer
of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company
shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a
certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of
Common Stock to which the Holder is entitled pursuant to such exercise (or deliver such shares of Common Stock in electronic format if
requested by the Holder). Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to
have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date
of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the
number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired
upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise
and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares
purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant
is exercised.


 






    1


     


    

 


If the Company
fails to cause its transfer agent to issue to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery
Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion in addition to all other rights and
remedies at law, under this Warrant, or otherwise, and such failure shall also be deemed an event of default under the Note, a material
breach under this Warrant, and a material breach under the Purchase Agreement.


 


If the Market
Price of one share of Common Stock is greater than the Exercise Price, then, unless there is an effective non-stale registration statement
of the Company which contains a prospectus that complies with Section 5(b) and Section 10 of the Securities Act of 1933 at the time of
exercise and covers the Holder’s immediate resale of all of the Warrant Shares at prevailing market prices (and not fixed prices)
without any limitation, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal
to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of
this Warrant and a Exercise Notice, in which event the Company shall issue to Holder a number of Common Stock computed using the following
formula:


 


X = Y (A-B)


 


A


 


	Where     	X =	the number of Shares to be issued to Holder.




 


		Y =	the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such
calculation).



 


		A =	the Market Price
(at the date of such calculation).



 


		B =	Exercise Price (as
adjusted to the date of such calculation).



 


(b)               
No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment
pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining
whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance
of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction
a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.


 






    2


     


    

 


(c)                Holder’s
Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of
this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to
the extent that after giving effect to such issuance after exercise as set forth on the applicable Exercise Notice, the Holder
(together with the Holder’s affiliates (the “Affiliates”), and any other Persons acting as a group together with
the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in
excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of
Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares of Common Stock issuable
upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of
Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by
the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted
portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a
limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its
Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1(c), beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in
accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance
with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(c), in
determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock
as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a
more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer
agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company
shall within two Business Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In
any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of
securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which
such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of
the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. The limitations contained
in this paragraph shall apply to a successor holder of this Warrant.


 


(d)                Failure
to Deliver. If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by
the respective Warrant Share Delivery Date, then the Holder shall have, in addition to all other rights and remedies at law or
otherwise, the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of
default under the Note. In addition to all of Holder’s other rights and remedies at law or otherwise, if on or prior to the
Warrant Share Delivery Date, the Company shall fail to issue and deliver a certificate to the Holder and register such Warrant
Shares on the Company’s share register or credit the Holder’s balance account with DTC for the number of Warrant Shares
to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant to the Company’s obligation pursuant to
clause (ii) below, and if on or after such Business Day the Holder purchases (in an open market transaction or otherwise) shares of
Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the
Holder anticipated receiving from the Company, then the Company shall, within two (2) Business Days after the Holder’s request
and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase
price (including brokerage commissions and other reasonable and customary out-of-pocket expenses, if any) for the shares of Common
Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and
to issue such Warrant Shares) or credit such Holder’s balance account with DTC for such Warrant Shares shall terminate, or
(ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares or credit
such Holder’s balance account with DTC and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In
Price over the product of (A) such number of shares of Common Stock, times (B) the closing sales price of the Common Stock on the
date of exercise. Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in
equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s
failure to timely deliver certificates representing the Warrant Shares (or to electronically deliver such Warrant Shares) upon the
exercise of this Warrant as required pursuant to the terms hereof. Notwithstanding the foregoing, this Section 1(d) shall only be
applicable at such time as the Company’s Common Stock is trading on the Principal Market (as defined in the Purchase
Agreement).


 






    3


     


    

 


2.                  
ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:


 


(a)               
Distribution of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights
to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any
distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement
or other similar transaction other than a Fundamental Transaction) (a “Distribution”), at any time after the issuance
of this Warrant, then, in each such case:


 


(i)                
any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders
of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record
date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price
of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined
in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator of which shall
be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date; and


 


(ii)              
the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable
immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled
to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided,
however, that in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common stock
is traded on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”),
then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant
Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number
of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised
this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the
exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause
(i) and the number of Warrant Shares calculated in accordance with the first part of this clause (ii).


 


(b)            Anti-Dilution
Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time during the period beginning
on the Issuance Date and ending on the date of the consummation of the Qualified Offering, shall sell or grant any option to
purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option
to purchase or other disposition) any Common Stock or securities entitling any person or entity to acquire shares of Common Stock
(upon conversion, exercise or otherwise), at an effective price per share less than the then Exercise Price (such lower price, the
 “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common
Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an
applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain
condition(s)), reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or
rights per share which are issued in connection with such issuance, be entitled or potentially entitled to receive shares of Common
Stock at an effective price per share which is less than the Exercise Price at any time while such Common Stock or Common Stock
Equivalents are in existence, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the
Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by
the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price), then the
Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price. Such adjustment shall be
made whenever such Common Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common Stock
Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually
converted or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base
Share Price even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective
Common stock Equivalents). The Company shall notify the Holder in writing, no later than the Business Day following the issuance of
any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or
applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance
Notice”). For purposes of clarification, at any time upon or after the occurrence any Dilutive Issuance, and whether or not
the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b) or whether the Holder accurately refers to the Base
Share Price in the Exercise Notice, the Holder is entitled to the Base Share Price at all times on and after the date of such
Dilutive Issuance. Notwithstanding anything to the contrary in this Section 2(b), a Dilutive Issuance shall not include any Exempt
Issuance (as defined in the Note).


 






    4


     


    

 


(c)               
Subdivision or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any
stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater
number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of
Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse
stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise
Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately
decreased. Any adjustment under this Section 2(c) shall become effective at the close of business on the date the subdivision or combination
becomes effective. Each such adjustment of the Exercise Price shall be calculated to the nearest one-hundredth of a cent. Such adjustment
shall be made successively whenever any event covered by this Section 2(c) shall occur.


 


3.                   FUNDAMENTAL
TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into
another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii)
the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender
offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed
pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities,
cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any
reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common
Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the
Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any
additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this
Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the
purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately
adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of
Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration
in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of
Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the
Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such
Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental
Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right
to exercise such warrant into Alternate Consideration.


 






    5


     


    

 


4.                  
NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation,
bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of
securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and
will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights
of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common
Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock
upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from
preemptive rights, one (1) times the number of shares of Common Stock into which the Warrants are then exercisable into to provide for
the exercise of the rights represented by this Warrant (without regard to any limitations on exercise).


 


5.                  
WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself,
shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this
Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise)
or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.


 


		6.	REISSUANCE.



 


(a)               
Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms
as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof),
issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.


 


 


(b)               
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant,
such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant
which is the same as the Issuance Date.


 


7.                  
TRANSFER. This Warrant shall be binding upon the Company and its successors and assigns, and shall inure to be the benefit
of the Holder and its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of
the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed
written consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall
be null and void if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable
rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in
whole or in part, without the need to obtain the Company’s consent thereto.


 


8.                  
NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall
be given in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt
written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such
adjustment and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any
dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities
directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders
of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation,
provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided
to the Holder.


 






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9.                  
 AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance
and either retroactively or prospectively) only with the written consent of the Company and the Holder.


 


10.              
GOVERNING LAW AND VENUE. This Warrant 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 Warrant 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 Warrant 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 TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT
OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its reasonable
attorney's fees and costs. In the event that any provision of this Warrant or any other agreement 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 any agreement. 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 Warrant or any other transaction document entered into in connection with this 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 the Purchase 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.


 


11.              
ACCEPTANCE.Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and
conditions contained herein.


 


12.              
CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


		(a)	“Nasdaq” means www.Nasdaq.com.



 


(b)               
“Closing Sale Price” means, for any security as of any date, (i) the last closing trade price for such security
on the Principal Market (as defined in the Purchase Agreement), as reported by Nasdaq, or, if the Principal Market begins to operate on
an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m.,
New York time, as reported by Nasdaq, or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter
market for such security as reported by Nasdaq, or (iii) if no last trade price is reported for such security by Nasdaq, the average of
the bid and ask prices of any market makers for such security. If the Closing Sale Price cannot be calculated for a security on a particular
date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined
by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination
or other similar transaction during the applicable calculation period.


 


(c)               
“Common Stock” means the Company’s common stock, and any other class of securities into which such securities
may hereafter be reclassified or changed.


 






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(d)               
 “Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire
at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


(e)           
“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


 


(f)                     
“Person” and “Persons” means an individual, a limited liability company, a partnership, a
joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department
or agency thereof.


 


(g)               
“Market Price” means the closing price of the Common Stock on the Trading Day prior to the date of the respective
Exercise Notice.


 


(h)               
“Trading Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Principal Market,
(ii) if the Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs
on any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any Business Day.


 


* * * * * * *


 






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IN WITNESS WHEREOF, the Company has caused
this Warrant to be duly executed as of the Issuance Date set forth above.


 


	 	PAXMEDICA, INC.
	 	 
	 	 
	 	Name: Howard Weisman
	 	Title: Chief Executive Officer







 






    


     


    

 


EXHIBIT A


 


EXERCISE NOTICE


 


(To be executed by the registered holder
to exercise this Common Stock Purchase Warrant)


 


THE
UNDERSIGNED holder hereby exercises the right to purchase ______________________of the shares of Common Stock
(“Warrant Shares”) of PaxMedica, Inc., a Delaware corporation (the “Company”), evidenced by the attached copy
of the Common Stock Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have
the respective meanings set forth in the Warrant.


 


	1.	Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check
one):



 


		 ̈	a
                                            cash exercise with respect to ____________________Warrant Shares; or



		 ̈	by cashless exercise pursuant to the Warrant.



 


	2.	Payment of Exercise Price. If cash exercise is selected above,
                               the holder shall pay the applicable Aggregate Exercise Price in the sum of $ ______________________to the Company in accordance
                               with the terms of the Warrant.



 


	3.	Delivery of Warrant Shares. The Company shall
                               deliver to the holder ____________________Warrant Shares in accordance with the terms of the Warrant.



  


	Date:	 	 



 


	 	 
	 	(Print Name of Registered Holder)



 


	 	By:	 






	 	Name:	 
	 	Title:	 







 






    


     


    

 


EXHIBIT B


 


ASSIGNMENT OF WARRANT


 


(To be signed only upon authorized
transfer of the Warrant)


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns,
and transfers unto ______________________the right to purchase __________________shares of common stock of PaxMedica, Inc., to which
the within Common Stock Purchase Warrant relates and appoints_____________, as attorney-in-fact, to transfer said right on the books of PaxMedica,
Inc. with full power of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed to be
bound in all respects by the terms and conditions of the within Warrant.


 


	Dated:	 	 




 


	 	 
	 	(Signature) *
	 	 
	 	 
	 	(Name)
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Social Security or Tax Identification No.)




 


* The signature on this Assignment
of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration
or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate
your position(s) and title(s) with such entity.