PAXMEDICA, INC.
Exhibit 10.1
000 Xxxxx Xxxxxxxx, Xxxxx 000
Tarrytown, New York
September 5th, 2023
Lind Global Fund II LP
c/o The Xxxx Partners LLC
000 Xxxxxxx Xxxxxx, Xxxxx 00
New York, NY 10022
Ladies and Gentlemen:
This waiver letter agreement (this “Waiver Letter”), to the convertible promissory note, dated as of February 6, 2023 (the “Note”), by and between PaxMedica, Inc., a Delaware corporation (the “Company”) and Xxxx Global Fund II LP, a Delaware limited partnership (“Xxxx Global”), is made as of September 5, 2023. Unless otherwise indicated, capitalized terms shall have the meanings ascribed to them in the Note.
WHEREAS, pursuant to Article 2, Section 2.1(s) of the Note, an Event of Default includes the occurrence of the Company’s Market Capitalization being below $10 million for ten (10) consecutive days.
WHEREAS, the Company’s Market Capitalization is expected to be below $10 million for ten (10) consecutive days (the “Prospective Event of Default”).
NOW THEREFORE, Xxxx Global hereby waives any default, any Event of Default, and any Mandatory Default Amount arising from the Prospective Event of Default, with such waiver continuing through December 31, 2023, but reserves its right to exercise its rights under Article 2, Section 2.2(c)(2)(x) notwithstanding such waiver; provided, that such waiver shall automatically terminate and be of no force or effect upon the occurrence of any other Event of Default.
Except as expressly set forth herein, this Waiver Letter shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of Xxxx Global under the Transaction Documents, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Transaction Documents, all of which shall otherwise continue in full force and effect.
This Waiver Letter may be executed in one or more counterparts (by facsimile or otherwise), each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York.
Sincerely,
PAXMEDICA, INC. | |||
By: | /s/ Xxxxxx Xxxxxxx | ||
Name: | Xxxxxx Xxxxxxx | ||
Title: | Chief Executive Officer |
Accepted and agreed as of this date first above written:
XXXX GLOBAL FUND II LP | |||
By: | /s/ Xxxx Xxxxxx | ||
Name: | Xxxx Xxxxxx | ||
Title: | Managing Member of Xxxx Global Partners II LLC, General Partner |