Alternate Investor’s Commitment. Subject to [Section 2.2(b)] concerning Reinvestments, at no time will a Conduit Investor have any obligation to fund an Investment or Reinvestment. At any time when all Conduit Investors in a Purchaser Group have rejected a request for Investment or a Conduit Investor has failed to make an Investment in connection with an Investment Request it has accepted (or the portion thereof determined by the Related [[Organization B:Organization]]), the Related [[Organization B:Organization]] shall so notify the Related Alternate Investors and such Alternate Investors shall make such Investment, on a pro rata basis, in accordance with their respective Special Pro Rata Shares. Notwithstanding anything contained in this [Section 2.3(c)] or elsewhere in this Agreement to the contrary, no Alternate Investor shall be obligated to provide any [[Organization B:Organization]] or the SPV with funds in connection with an Investment in an amount that would result in the portion of the Net Investment then funded by it exceeding its Allocable Portion of Maximum Net Investment then in effect (minus the unrecovered principal amount of such Alternate Investor’s investment in the Asset Interest pursuant to the Program Support Agreement to which it is a party). The obligation of each Alternate Investor to remit its Special Pro Rata Share of any such Investment shall be several from that of each other Alternate Investor, and the failure of any Alternate Investor to so make such amount available to the Related [[Organization B:Organization]] shall not relieve any other Alternate Investor of its obligation hereunder.

“A.The Buyer wishes to purchase, and the Company wishes to sell, upon the terms and subject conditions stated in this Agreement, # 104,294 shares of Common Stock (defined below) (collectively, the “Common Shares”) and # warrants, in the form attached hereto as [Exhibit A] (the “Warrants”), to initially purchase an aggregate of up to 182,515 shares of Common Stock (collectively, the “Warrant Shares”), at an exercise price of $5.062 per share, in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the SEC under the 1933 Act. “Common Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.”

The undersigned hereby irrevocably elects to exercise the right, represented by the Warrant to Purchase Shares of Common Stock dated as of March 13, 2017 (the “Warrant”), to purchase shares of the common stock, $0.00001 par value (“Common Stock”), of ​, and tenders herewith payment in accordance with Section 2 of the Warrant, as follows:

“Excluded Securities” means # shares of Common Stock or standard options to purchase Common Stock or restricted stock units issued to directors, officers, consultants or employees of the Company in their capacity as such pursuant to an Approved Stock Plan, provided that # all such issuances (taking into account the shares of Common Stock issuable upon exercise of such options) after the date hereof pursuant to this clause (A) do not, in the aggregate, exceed more than 20% of the Common Stock issued and outstanding immediately prior to the date hereof, # the exercise price of any such options is not lowered, none of such options are amended after the date hereof to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects the Creditor, and # any such restricted stock units do not vest before the Shareholder Approval or during a Pricing Period; # shares of Common Stock issued upon the conversion or exercise of Convertible Securities (other than standard options to purchase Common Stock or restricted stock units issued pursuant to an Approved Stock Plan that are covered by [clause (A) above]) issued prior to the date hereof, provided that the conversion price of any such Convertible Securities (other than standard options to purchase Common Stock or restricted stock units issued pursuant to an Approved Stock Plan that are covered by [clause (A) above]) is not after the date hereof lowered, none of such Convertible Securities (other than standard options to purchase Common Stock or restricted stock units issued pursuant to an Approved Stock Plan that are covered by [clause (A) above]) are amended after the date hereof to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities (other than standard options to purchase Common Stock or restricted stock units issued pursuant to an Approved Stock Plan that are covered by [clause (A) above]) are otherwise materially changed after the date hereof in any manner that adversely affects the Creditor; # the Exchange Securities and # the issuance by the Company of shares of Common Stock in satisfaction of certain fees due in connection with the closing under that certain Share Purchase Agreement, dated April 7, 2016, among the Company, URI, Inc. and Laramide Resources Ltd., as amended from time to time, or the registration of the sale or resale of such shares.

In accordance with and subject to the terms and conditions of the applicable stock option plan, I hereby elect to exercise my option granted under the Stock Option Award Agreement dated ​, to purchase ​ ( ) shares, par value $0.0001 per share, of common stock of MAIA Biotechnology, Inc. (the “Company”).

"Stock Option" shall mean a contractual right granted to a Participant under the Plan to purchase shares of Class B Common Stock or other securities at such time and price, and subject to the terms and conditions, as are set forth in the Plan.

Initial Purchase; Commencement of Purchases of Common Stock. Immediately upon Commencement (as defined below), the Buyer shall purchase from the Company 1,428,571 Purchase Shares and upon receipt of such Purchase Shares shall pay to the Company as the purchase price therefor, via wire transfer, Two Million Dollars ($2,000,000) (such purchase the “Initial Purchase” and such Purchase Shares are referred to herein as “Initial Purchase Shares”). Upon issuance and payment therefor as provided herein, such Initial Purchase Shares shall be validly issued and fully paid and non-assessable. Thereafter, the purchase and sale of Purchase Shares hereunder shall occur from time to time upon written notices by the Company to the Buyer on the terms and conditions as set forth herein following the satisfaction of the conditions (the “Commencement”) as set forth in Sections 6 and 7 below (the date of satisfaction of such conditions, the “Commencement Date”).

The undersigned, the holder of a right to purchase shares of Common Stock of AzurRx BioPharma, Inc. (the “Company”) pursuant to that certain Warrant to Purchase Common Stock of AzurRx BioPharma, Inc. Number CSW-​ (the “Warrant”), dated as of ​, 2019 hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, ​ shares of Common Stock of [[Organization A:Organization]] and herewith makes payment of ​ therefor in cash.

The undersigned, the holder of a right to purchase shares of Common Stock of VistaGen Therapeutics, Inc. (the “Company”) pursuant to that certain Warrant to Purchase Common Stock of VistaGen Therapeutics, Inc. Number CSW-​ (the “Warrant”), dated as of ​ ​, 2019 hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, ​ shares of Common Stock of the Company and herewith makes payment of Two Dollars ($2.00) therefor in cash.

FURTHER RESOLVED, that the Company shall initially reserve ​ shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement; and