UNDERWRITING AGREEMENTUnderwriting Agreement • August 30th, 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 1,545,454 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 231,818 shares of Common Stock (the “Option Shares”) and, together with the Firm Shares, the “Shares”) as follows:
ContractPurchase Warrant Agreement • August 30th, 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 AUGUST 30, 2022 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) CRAFT CAPITAL MANAGEMENT LLC 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 CRAFT CAPITAL MANAGEMENT LLC.
