UNDERWRITING AGREEMENTUnderwriting Agreement • August 8th, 2022 • PaxMedica, Inc. • Pharmaceutical preparations • New York
The undersigned, PaxMedica, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Craft Capital Management LLC and R.F. Lafferty & Co., Inc. (collectively hereinafter referred to as “you” (including its correlatives) or the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) to sell an aggregate of [•] shares (the “Firm Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”), and at the election of the Representatives, up to an additional [•] shares of Common Stock (the “Option Shares”) and, together with the Firm Shares, the “Shares”) as follows:
COMMON STOCK PURCHASE WARRANT PAXMEDICA, INC.Common Stock Purchase Warrant • August 8th, 2022 • PaxMedica, Inc. • Pharmaceutical preparations • Florida
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”).
ContractCommon Stock Purchase Warrant • August 8th, 2022 • PaxMedica, Inc. • Pharmaceutical preparations • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 20[●] (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) [●] OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF [●].
CONSULTING SERVICES AGREEMENT Between PaxMedica, Inc. and Stephen Douglas SheldonConsulting Services Agreement • August 8th, 2022 • PaxMedica, Inc. • Pharmaceutical preparations • New York
This Consulting Services Agreement (this “Agreement”) is made and entered into as of the 16th day of July, 2022 (“Effective Date”), by and between PaxMedica, Inc, located at 303 So. Broadway, Suite 123, Tarrytown, NY 10591 (“COMPANY”), and Stephen Douglas Sheldon, (“CONSULTANT”) with an address at 2 Revolutionary Way, Apt 321, Hopkinton MA 01748 and referred to collectively as the “Parties” or singly for either entity as the “Party”.
RESTRICTED STOCK UNIT GRANT AGREEMENT PAXMEDICA, INC.Restricted Stock Unit Grant Agreement • August 8th, 2022 • PaxMedica, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Grant Agreement (this “Agreement”) is between PaxMedica, Inc., a Delaware corporation (the “Company”), and Howard J. Weisman (the “Grantee”) and is effective as of [●] (the “Grant Date”).
AMENDMENT #1 TO THE PROMISSORY NOTE ISSUED ON [●]PaxMedica, Inc. • August 8th, 2022 • Pharmaceutical preparations
THIS AMENDMENT #1 to the Note (as defined below) (the “Amendment”) is entered into as of [●] (the “Effective Date”), by and between PaxMedica, Inc., a Delaware corporation (the “Company”), and [●] (the “Holder”) (collectively the “Parties”).
EXCHANGE AGREEMENTExchange Agreement • August 8th, 2022 • PaxMedica, Inc. • Pharmaceutical preparations • Delaware
This EXCHANGE AGREEMENT (this “Agreement”) is made and entered into effective as of [•], by and between PAXMEDICA, INC., a Delaware corporation (the “Company”) and [•] (the “Holder”).
EXCHANGE AGREEMENTExchange Agreement • August 8th, 2022 • PaxMedica, Inc. • Pharmaceutical preparations • Delaware
This EXCHANGE AGREEMENT (this “Agreement”) is made and entered into effective as of August 3, 2022, by and between PAXMEDICA, INC., a Delaware corporation (the “Company”) and BLUE CANE PARTNERS, LLC, a Delaware limited liability company (the “Holder”).
AMENDMENT #3 TO THE PROMISSORY NOTE ISSUED ON APRIL 25, 2022PaxMedica, Inc. • August 8th, 2022 • Pharmaceutical preparations
THIS AMENDMENT #3 to the Note (as defined below) (the “Amendment”) is entered into as of August 4, 2022 (the “Effective Date”), by and between PaxMedica, Inc., a Delaware corporation (the “Company”), and BLUE CANE PARTNERS, LLC, a Delaware limited liability company (the “Holder”) (collectively the “Parties”).
