Exhibit 4.4


 


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, ACCORDINGL Y, MAY NOT
BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACTOR PURSUANT TOAN 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: [•] (“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 [•], 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 Qualified Offering Price (as defined in the Note) (provided, however, that if the Company does not consummate a Qualified
Offering (as defined in the Note) within twelve (12) calendar months after the Issuance Date, then the Exercise Price shall mean the Conversion
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 thirty (30) calendar
days after the date of the consummation of the Qualified Offering.


 






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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, es the number of Warrant Shares with respect
to which this Warrant is exercised.


 


In the event the Warrant Shares
are not registered for resale at prevailing market prices pursuant to an effective registration statement
filed with the Securities and Exchange Commission and if the Market Price of one share of Common Stock is greater than the Exercise Price,
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 Notice of Exercise, in which event the Company shall issue
to Holder a number of Common Stock computed using the following formula:


 


 


 


	Where 	X=	the number of Share 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).


 






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(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.


 


(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 Notice of Exercise, 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 Beneficia) 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), beneficia! 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 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 prom 11gated thereunder. For purposes of this Section l(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 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 “Beneficia) 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.


 






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(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
l(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).


 


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 sha11 be the Closing Sale Price of
the shares of Common Stock on the Trading Day immediately preceding such record date; and


 






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(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 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 grant any option to purchase, or
sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offers,
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 Notice of Exercise, the
Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price. Notwithstanding anything to the contrary
in this Section 2(b), a Dilutive Issuance shall not include any Exempt Issuance (as defined in the Note).


 






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(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 such adjustment shall be made successively whenever any event covered by this Section 2(c) shall occur.


 


3.                  FUNDAMENTAL
TRANSACTONS. If, at any time while this Warrant is
outstanding, (i) the Company effects any merger of the Company with or into another entity !md
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) an 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 o 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.


 






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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.


 






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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.


 


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 state courts located in Palm Beach
County, Florida or federal courts located in Palm Beach County, Florida. 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 AGREEMENT, ANY OTHER TRANSACTION
DOCUMENT 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 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 agreement or any other
Transaction Document 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 n:etice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any other manner permitted
by law.


 






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


 


12.             
CERTAIN DEFINITION. For the purposed 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 define
in the Purchase Agreement), as reported by Nasdaq, or, if the Principal Market begins to operate on
an extended s 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. AII 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.


 


(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.


 






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(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
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.


 


* * * * * * *


 






    10 


     


    

 


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



 


[Signature Page to Warrant]


 






     


     


    

 


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.


 


		l.	Form of Exercise Price. Toe 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 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 appoint ______, as attorney-in-fact, to transfer said right on the books of PaxMedica,
Inc. with foil 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: 	 	 



 


* 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.