Exhibit
10.1


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is entered into as of December __, 2022 (the “Effective
Date”), by and between Aridis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the purchaser
identified on the signature pages hereto (the “Subscriber”).


 


WHEREAS:


 


The
Company desires to issue and sell to the Subscriber, and the Subscriber desires to purchase from the Company, upon the terms and subject
to the conditions stated in this Agreement, ____ shares of common stock, par value $0.0001 (the “Common Stock”), of the Company
(the “Securities).


 


NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby
agree as follows:


 


SUBSCRIPTION


 


1.1
Subject to the terms and conditions hereinafter set forth, the Subscriber hereby agrees to purchase the Securities from the Company,
and the Company agrees to issue the Securities to Subscriber, for an aggregate amount of $_____.


 


REPRESENTATIONS
AND WARRANTIES BY SUBSCRIBER


 


2.1
Subscriber hereby acknowledges, represents and warrants to the Company the following:


 


 (A) Subscriber acknowledges that the purchase of the Securities involves a high degree of risk in that the Company may require substantial additional funds;


 




(B)
Subscriber recognizes that acquiring the Securities of the Company is highly speculative and only investors who can afford the loss
of their entire investment should consider investing in the Company and the Securities;


 


(C)
Subscriber has such knowledge and experience in finance, securities, investments, including investment in unregistered securities, and
other business matters so as to be able to protect its interests in connection with this transaction;


 


(D)
The Subscriber is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act of
1933, as amended (the “Securities Act”);


 


(E)
Subscriber acknowledges that the market for the Securities may be illiquid and, accordingly, Subscriber may not be able to liquidate
the Securities;


 


(G)
Subscriber acknowledges that the Securities are subject to significant restrictions on transfer as imposed by state and federal securities
laws, including but not limited to a minimum holding period of at least six (6) months pursuant to Rule 144 under the Securities Act;


 




    	 



    	 



    

 


(H)
Subscriber hereby acknowledges (i) that this offering of Securities has not been reviewed by the United States Securities and Exchange
Commission or by the securities regulator of any state; (ii) that the Securities are being issued by the Company pursuant to an exemption
from registration provided by Section 4(a)(2) of the Securities Act; and (iii) that any certificate evidencing the Securities received
by Subscriber will bear a legend in substantially the following form:


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION,
SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND THAT SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE APPLICABLE FEDERAL AND
STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.


 


(I)
Subscriber is acquiring the Securities as principal for Subscriber’s own benefit and not with a view to distribution, on behalf
of the Company or otherwise, of the Securities;


 


(J)
Subscriber is not aware of any general advertisement of the Securities or any general solicitation in connection with any offering of
the Securities;


 


(K)
Subscriber acknowledges that they have had an opportunity to seek the advice and consultation of independent investment, legal and tax
counsel; and


 


(L)
Subscriber acknowledges and agrees that the Company has previously made available to Subscriber the opportunity to ask questions of and
to receive answers from representatives of the Company concerning the Company and the Securities, as well as to conduct whatever due
diligence the Subscriber, in its discretion, deems advisable. Subscriber is not relying on any information communicated by any representatives
of the Company and is relying solely upon information obtained during Subscriber’s due diligence investigation in making a decision
to invest in the Securities and the Company.


 


REPRESENTATIONS
BY THE COMPANY


 


3.1
The Company represents and warrants to the Subscriber that:


 


(A)
The Company is a corporation duly organized, existing and in good standing under the laws of the State of Delaware and has the corporate
power to conduct the business which it conducts and proposes to conduct. The Company has full legal right, power and authority to enter
into this Agreement and perform the transactions contemplated hereby, including issuing the Securities to the Subscriber. This Agreement
has been duly authorized, executed and delivered by the Company.


 


(B)
Upon issuance, the Securities will be duly and validly issued, fully paid and non-assessable and will be issued in compliance with all
applicable state and federal laws concerning the issuance of securities.


 


(C)
Material Contracts. Except as disclosed in any report, schedule, form, statement or other document (the “SEC Reports”)
filed by the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and except for the agreements explicitly contemplated hereby, there are no agreements, understandings, instruments, contracts, proposed
transactions, judgments, orders, writs or decrees to which the Company is a party or by which it is bound which may involve (i) obligations
of, or payments to, the Company in excess of $250,000 (other than obligations of, or payments to, the Company arising from purchase or
sale agreements entered into in the ordinary course of business), or (ii) the license of any patent, copyright, trade secret or other
proprietary right to or from the Company or (iii) the grant of rights to manufacture, produce, assemble, license, market or sell the
Company’s products or affect the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell
its products (each, a “Material Contract”, collectively the “Material Contracts”). All of the Material
Contracts are valid, binding and in full force and effect in all material respects, subject to laws of general application relating to
bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable
remedies and to general principles of equity. Neither the Company is nor is any other party to the Material Contracts in material default
under any of such Material Contracts.


 




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(D)
Intellectual Property.


 


(a)
Ownership. Except as disclosed in the SEC Reports, to the knowledge of the Company (without having conducted any special investigation
or patent search), the Company owns or possesses or can obtain on commercially reasonable terms sufficient legal rights to all patents,
trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and similar proprietary rights (“Intellectual
Property”) necessary to the business of the Company as presently conducted, the lack of which could reasonably be expected
to have (i) a material adverse effect on the legality, validity or enforceability of this Agreement, (ii) a material adverse effect on
the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company or (iii) a material adverse
effect on the Company’s ability to perform in any material respect on a timely basis its obligations under this Agreement (any
of (i), (ii) or (iii), a “Material Adverse Effect”). The Company has not received any written communication alleging
that the Company has violated or, by conducting its business as currently conducted, would violate any of the Intellectual Property of
any other person or entity, nor is the Company aware of any basis therefor.


 


(b)
No Breach by Employees. Except as disclosed in the SEC Reports, the Company is not aware that any of its employees is obligated
under any contract or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would
materially interfere with the use of his or her efforts to promote the interests of the Company or that would conflict with the Company’s
business as presently conducted. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s business
by the employees of the Company, nor the conduct of the Company’s business as presently conducted, will, to the Company’s
knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract,
covenant or instrument under which any of such employees is now obligated. The Company does not believe it is or will be necessary to
use any inventions of any of its employees made prior to their employment by the Company.


 


(E)
Title to Properties and Assets; Liens. Except as disclosed in the SEC Reports, to the knowledge of the Company, the Company has
good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no
material mortgage, pledge, lien, lease, encumbrance or charge, other than (i) liens for current taxes not yet due and payable, (ii) liens
imposed by law and incurred in the ordinary course of business for obligations not past due, (iii) liens in respect of pledges or deposits
under workers’ compensation laws or similar legislation, and (iv) liens, encumbrances and defects in title which do not in any
case materially detract from the value of the property subject thereto or have a Material Adverse Effect, and which have not arisen otherwise
than in the ordinary course of business. With respect to the property and assets it leases, the Company is in compliance with such leases
in all material respects and, to its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances, subject to
clauses (i)-(iv) above.


 


(F)
Compliance with Other Instruments. The Company is not in violation of any material term of its Certificate of Incorporation or
bylaws, each as amended to date, or, to the Company’s knowledge, in any material respect of any term or provision of any material
mortgage, indebtedness, indenture, contract, agreement, instrument, judgment, order or decree to which it is party or by which it is
bound which would have a Material Adverse Effect. To the Company’s knowledge, the Company is not in violation of any federal or
state statute, rule or regulation applicable to the Company the violation of which would have a Material Adverse Effect. The execution
and delivery of the Agreement by the Company, the performance by the Company of its obligations pursuant to the Agreement, and the issuance
of the Securities will not result in any material violation of, or materially conflict with, or constitute a material default under,
the Company’s Certificate of Incorporation or bylaws, each as amended to date, or any of its agreements, nor, to the Company’s
knowledge, result in the creation of any material mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets
of the Company.


 




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(G)
Litigation. Except as disclosed in the SEC Reports, there are no actions, suits, proceedings or investigations pending against
the Company or its properties (nor has the Company received notice of any threat thereof) before any court or governmental agency. The
Company is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency
or instrumentality. There is no action, suit or proceeding initiated by the Company currently pending.


 


(H)
Permits. The Company has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business
as now being conducted by it, the lack of which would have a Material Adverse Effect, and believes it can obtain, without undue burden
or expense, any similar authority for the conduct of its business as presently planned to be conducted. The Company is not in default
in any material respect under any of such franchises, permits, licenses or other similar authority.


 


(I)
Offering. Subject to the accuracy of the Subscriber’s representations and warranties, the offer, sale and issuance of the
Securities to be issued in conformity with the terms of this Agreement constitute transactions exempt from the registration requirements
of the Securities Act and, except for such notice requirements as may arise under applicable state law, from the registration or qualification
requirements of applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any
action hereafter that would cause the loss of such exemption.


 


(J)
Tax Returns and Payments. The Company has timely filed all tax returns required to be filed by it with appropriate federal, state
and local governmental agencies, except where the failure to do so would not have a Material Adverse Effect. These returns and reports
are true and correct in all material respects. All taxes shown to be due and payable on such returns, any assessments imposed, and, to
the Company’s knowledge, all other taxes due and payable by the Company have been paid or will be paid prior to the time they become
delinquent. The Company has not been advised in writing (i) that any of its returns have been or are being audited as of the date hereof,
or (ii) of any deficiency in assessment or proposed judgment with respect to its federal, state or local taxes.


 


(K)
Financial Statements. The financial statements filed with the SEC as a part of and included or incorporated by reference in the
SEC Reports present fairly the consolidated financial position of the Company as of the dates indicated and the results of their operations,
changes in stockholders’ equity and cash flows for the periods specified. Such financial statements have been prepared in conformity
with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved,
except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to
be included in the SEC Reports. The financial statements, when read together with the other information in the SEC Reports, do not contain
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the fact required
to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
As of the date of the financial statements included in the SEC Reports, there has not been any event that has a Material Adverse Effect
on the Company, and the Company has been operating in the normal course of business


 


(L)
Capitalization. The authorized, issued and outstanding capital stock of the Company
is as set forth in the SEC Reports (other than subsequent issuances, if any, pursuant to employee benefit plans or upon the exercise
of outstanding options or warrants, in each case described in the SEC Reports to the extent issued or exercised before the dates indicated
therein). All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable
and have been issued in compliance with all U.S. federal and state securities laws. None of the outstanding Common Stock was issued in
violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company.
There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or
equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company other than those described
in the SEC Reports.


 




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CONDITIONS
TO SUBSCRIBER’S OBLIGATION TO CLOSE


 


4.1
The Subscriber’s obligation to acquire the Securities upon the execution of this Agreement is subject to the fulfillment, on or
before the date hereof, of each of the following conditions, unless waived by the Subscriber:


 


(A)
Representations and Warranties. The representations and warranties made by the Company in this Agreement shall be true and correct
in all material respects as of the date hereof.


 


(B)
Covenants. The Company shall have performed or complied with all covenants, agreements and conditions contained in this Agreement
to be performed or complied with by the Company on or prior to the date hereof.


 


(C)
Blue Sky. The Company shall have obtained all necessary Blue Sky law permits and qualifications, or have the availability of exemptions
therefrom, required by any state for the offer and sale of the Securities, as applicable.


 


(D)
Consents and Waivers . The Company and the Subscriber shall have obtained any and all consents, permits and waivers necessary
or appropriate for consummation of the transactions contemplated by the Agreements.


 


(E)
Proceedings and Documents. All corporate and other proceedings required to carry out the transactions contemplated by this Agreement,
and all instruments and other documents relating to such transactions, shall be reasonably satisfactory in form and substance to the
Company, and the Company shall have been furnished with such instruments and documents as it shall have reasonably requested.


 


CONDITIONS
TO COMPANY’S OBLIGATION TO CLOSE


 


5.1
The Company’s obligation to sell and issue the Securities is subject to the fulfillment on or before the date hereof of the following
conditions, unless waived by the Company:


 


(A)
Representations and Warranties. The representations and warranties made by the Subscriber in this Agreement shall be true and
correct in all material respects when made and shall be true and correct as of the date of hereof.


 


(B)
Covenants. The Subscriber shall have performed or complied with all covenants, agreements and conditions contained in the Agreements
to be performed or complied with by the Subscriber on or prior to the date hereof in all material respects.


 


(C)
Compliance with Securities Laws. The Company shall be satisfied that the offer and sale of the Securities shall be qualified or
exempt from registration or qualification under all applicable federal and state securities laws (including receipt by the Company of
all necessary blue sky law permits and qualifications required by any state, if any).


 


(D)
Consents and Waivers. The Company and the Subscriber shall have obtained any and all consents, permits and waivers necessary or
appropriate for consummation of the transactions contemplated by the Agreement.


 


(E)
Proceedings and Documents. All corporate and other proceedings required to carry out the transactions contemplated by this Agreement,
and all instruments and other documents relating to such transactions, shall be reasonably satisfactory in form and substance to the
Company, and the Company shall have been furnished with such instruments and documents as it shall have reasonably requested.


 




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REGISTRATION


 


6.1
The Company shall use commercially reasonable efforts to file with the SEC a registration statement on Form S-1, S-3 or any other appropriate
form in the sole discretion of the Company (the “Registration Statement”) within 30 days following the closing of
this offering, registering for resale, on a continuous or delayed basis in accordance with Securities Act Rule 415(a)(i), the Securities
issued to the Subscriber, and the Company shall use its commercially reasonable efforts to cause the Registration Statement to become
effective within 45 days following the closing of this offering (not including any days in which any SEC employees have been furloughed)
as promptly as practicable following the date the Registration Statement is initially filed with the SEC. The Company shall cause the
Registration Statement to remain effective through and until such time as the Securities may be available for resale by the Subscriber
pursuant to Rule 144 or its other subsections (or any successor thereto) under the Securities Act. The Company shall bear the expenses
incurred in connection with the filing of the Registration Statement and all reasonable costs associated with the resale of the Securities
(pursuant to the Registration Statement or otherwise).


 


MISCELLANEOUS


 


7.1
Amendment. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged
or terminated other than by a written instrument referencing this Agreement and signed by the Company and the Subscriber.


 


7.2
Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered
or certified mail, postage prepaid or otherwise delivered by hand, messenger or courier service addressed:


 


(A)
if to Subscriber, to the Subscriber’s address as shown in the Company’s records, as may be updated in accordance with the
provisions hereof; or


 


(B)
if to the Company, to the attention of the President or Chief Executive Officer of the Company at 983 University Avenue, Bldg. B, Los
Gatos, California 95032, or at such other current address as the Company shall have furnished to the Investors.


 


Each
such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered
by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid,
specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of
its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States
mail, addressed and mailed as aforesaid.


 


7.3
Expenses. The Company and the Subscriber shall each pay their own expenses in connection with the transactions contemplated by
this Agreement.


 


7.4
Survival. The representations, warranties, covenants and agreements made in this Agreement shall survive any investigation made
by any party hereto and the closing of the transaction contemplated hereby for one (1) year from the date hereof.


 


7.5
Entire Agreement. This Agreement, including the exhibits attached hereto, constitute the full and entire understanding and agreement
between the parties with regard to the subjects hereof and thereof. No party shall be liable or bound to any other party in any manner
with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein
or therein.


 




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7.6
Delays or Omissions. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing
to any party to this Agreement upon any breach or default of any other party under this Agreement shall impair any such right, power
or remedy of such non-defaulting party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein,
or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver
of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character
on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions
of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies,
either under this Agreement or by law or otherwise afforded to any party to this Agreement, shall be cumulative and not alternative.


 


7.7
Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns,
heirs, executors and administrators of the parties hereto.


 


7.8
California Corporate Securities Law. THE SALE OF THE SECURITIES THAT ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED
WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY
PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION
BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED
UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.


 


7.9
Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement,
and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that
will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision.
The balance of this Agreement shall be enforceable in accordance with its terms.


 


7.10
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties
actually executing such counterparts, and all of which together shall constitute one instrument.


 


7.11
Telecopy Execution and Delivery. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more
parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature
of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes.
At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile,
telecopy or other reproduction hereof.


 


7.12
Further Assurances. Each party hereto agrees to execute and deliver, by the proper exercise of its corporate, limited liability
company, partnership or other powers, all such other and additional instruments and documents and do all such other acts and things as
may be necessary to more fully effectuate this Agreement.


 


7.13
Attorneys’ Fees. In the event that any suit or action is instituted to enforce any provisions in this Agreement, the prevailing
party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of appeals.


 


7.14
Governing Law; Venue. The terms and provisions hereof shall be construed in accordance with and governed by the laws of the State
of California. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders,
employees or agents) shall be commenced exclusively in the state and federal courts sitting in the State of California, County of Santa
Clara. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts.


 


7.15
Obligation of Company. The Company agrees to use its reasonable efforts to enforce the terms of this Agreement, to inform the
Subscriber of any breach hereof (to the extent the Company has knowledge thereof) and to assist the Subscriber in the exercise of its
rights and the performance of its obligations hereunder.


 


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ARIDIS
PHARMACEUTICALS, INC.


ACCREDITED
INVESTOR CERTIFICATION


 


For
Non-Individual Investors (Entities)


(all
Non-Individual Investors must INITIAL where appropriate):


 


	Initial
    _______	The
    investor certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by persons
    who meet at least one of the criteria for Individual Investors set forth above (in which case each such person must complete the
    Accreditor Investor Certification for Individuals above as well the remainder of this questionnaire).
	 	 
	Initial
    _______	The
    investor certifies that it is a partnership, corporation, limited liability company or business trust that has total assets of at
    least US$5 million and was not formed for the purpose of investing in the Company.
	 	 
	Initial
    _______	The
    investor certifies that it is an employee benefit plan whose investment decision is made by a plan fiduciary (as defined in ERISA
    §3(21)) that is a bank, savings and loan association, insurance company or registered investment advisor.
	 	 
	Initial
    _______	The
    investor certifies that it is an employee benefit plan whose total assets exceed US$5,000,000 as of the date of this Agreement.
	 	 
	Initial
    _______	The
    undersigned certifies that it is a self-directed employee benefit plan whose investment decisions are made solely by persons who
    meet at least one of the criteria for Individual Investors.
	 	 
	Initial
    _______	The
    investor certifies that it is a U.S. bank, U.S. savings and loan association or other similar U.S. institution acting in its individual
    or fiduciary capacity.
	 	 
	Initial
    _______	The
    undersigned certifies that it is a broker-dealer registered pursuant to §15 of the Securities Exchange Act of 1934.
	 	 
	Initial
    _______	The
    investor certifies that it is an organization described in §501(c)(3) of the Internal Revenue Code with total assets exceeding
    US$5,000,000 and not formed for the specific purpose of investing in the Company.
	 	 
	Initial
    _______	The
    investor certifies that it is a trust with total assets of at least US$5,000,000, not formed for the specific purpose of investing
    in the Company, and whose purchase is directed by a person with such knowledge and experience in financial and business matters that
    such person is capable of evaluating the merits and risks of the prospective investment.
	 	 
	 	 
	Initial
    _______	The
    investor certifies that it is a plan established and maintained by a state or its political subdivisions, or any agency or instrumentality
    thereof, for the benefit of its employees, and which has total assets in excess of US$5,000,000.
	 	 
	Initial
    _______	The
    investor certifies that it is an insurance company as defined in §2(13) of the Securities Act of 1933, or a registered investment
    company.
	 	 
	Initial
    _______	The
    investor certifies that it is an investment company registered under the Investment Company Act of 1940, a business development company
    as defined in section 2(a)(48) of the Securities Act of 1933, as amended or a Small Business Investment Company licensed by the U.S.
    Small Business Administration Under section 301(c) or (d) of the Small Business Investment Act of 1985.


 




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IN
WITNESS WHEREOF, this Securities Purchase Agreement is executed as of the Effective Date.


 


	Number
    of Shares of Common Stock Purchased:	 	 
	Total
    Purchase Price:	 	 
	Signature
    of Authorized Signatory:	 	 
	Name
    of Authorized Signatory:	 	 
	Title
    of Authorized Signatory:	 	 
	Name
    of Subscriber:	 	 
	Address
    of Subscriber:	 	 
	Subscriber’s
    tax ID#:	 	 
	Subscriber’s
    Email Address:	 	 
	 	 	 
	ACCEPTED
    BY:	 	 
	 	 	 
	ARIDIS
    PHARMACEUTICALS, INC.,

    a
    Delaware corporation
	 	 
	 	 	 
	Signature
    of Authorized Signatory:	 	
	 	 	 
	Name
    of Authorized Signatory:	 	
	 	 	 
	Title
    of Authorized Signatory:	 	


 




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