展览 10.23

放置代理协议

[__], 2024

Lixte 生物技术控股有限公司。

680 东科罗拉多大道，180号

帕萨迪纳， 加利福尼亚州91101
注意：首席执行官

尊敬的 Bastiaan van der Baan先生：

这封信（以下简称“本信”）构成Univest Securities, LLC作为放置代理人（以下简称“放置代理人”）和Qualigen Therapeutics, Inc.作为美国特拉华州的一家公司（以下简称“公司”）之间的协议，按照合理的“尽力努力”的原则，放置代理人将为该公司服务，与可能的放置（以下简称“本次放置”）有关。协议(）构成了WallachBeth Capital LLC（以下简称“配售代理”) 与Delaware州的Lixte Biotechnology Holdings, Inc.（以下简称“公司”）之间的协议，规定放置代理人应当以合理的“尽最大努力”的方式担任公司的独家放置代理人，与拟议的发行有关（以下简称“有关ATEX”)由单位（即“单位每一股普通股，面值为0.0001美元每股（“普通股”），或者一只预先资金的认股权证，以购买一股普通股（“预先资助的权证”）以及一又四分之一（1.25）股普通股购买权证，以购买一股普通股（每只是一个“普通购买权证，连同单位、普通股和预资劵，都指代为“证券”。实际由配售代理定位的证券在此处称为“定向增发证券。”这些单位、预资劵、普通股认股权证以及预资劵和普通股认股权证下潜在的普通股将根据公司的S-1表格（文件号333-282781）的注册声明提供并出售。公司和购买方（以下定义）在配售过程中签订并交付的文件，包括但不限于一份证券购买协议（“购买协议”），在此统称为“交易文件.”

放置的条款应由公司和购买者根据《购买协议》相互商定（每位签署人都是一个“经销商”），本协议中未规定的，不授予经销商公司或任何购买者约束力，也不构成公司发行任何放置证券或完成放置的义务。公司明确承认并同意，经销商在本协议项下的义务仅基于尽力而为的原则，本协议的签署并不构成经销商购买证券的承诺，也不能确保成功放置证券，或任何部分证券，或确保经销商就公司其他融资的成功。经销商可能委托其他经纪人或经销商代表其就放置进行交易。经销商的某些关联公司可能通过购买一些证券而参与放置。向每位购买者出售证券将由公司和该购买者签署一份《购买协议》来证明，该协议对公司和购买者都是合理可接受的。本协议中未另行定义的以及大写的术语在《购买协议》中都有规定的含义。在任何购买协议签署之前，公司的主管人员将随时解答潜在购买者的问题。买方支持者购买者

部分 1. 公司的陈述和担保; 公司的契约.

(a) 公司的陈述就配售证券而言，公司在与买方签订的购买协议中就配售事项向买方作出的每项声明和保证（连同任何相关披露附表）及契约，均通过参考纳入本协议（如同完全重述于此）；截至本协议日期和结束日期，作出并有益于万亿.e配售代理人。除前述之外，公司声明并保证，公司的高管、董事或据公司所知，公司的任何持有公司五成（5.0%）或更高股份的股东中，没有与任何美国金融业监管局会员公司有任何从属关系。FINRA公司向会参与配售的美国金融业监管局会员公司的高管、董事或据公司所知公司的任何持有公司五成（5.0%）或更高股份的股东作出陈述和保证。

(b) 公司的契约公司承诺并同意继续聘用至少三（3）年经Closing Date后独立注册于审计监督委员会的上市公司会计师事务所（“PCAOB”），并聘用一名有能力的过户代理处理放置证券，持续至Closing Date后的三（3）年。此外，除豁免发行外，自本协议签署之日起至Closing Date后45天，公司不得（i）发行、签订任何发行协议或宣布发行或拟发行任何普通股或普通股等价物，或（ii）提交任何注册声明或其修订或补充，除提交最终招股说明书或与雇员福利计划相关的Form S-8注册声明外。此外，自本协议签署之日起至Closing Date后12个月，公司禁止进行或签订任何涉及变量利率交易的普通股或普通股等价物的发行或发行协议。 “变量利率交易”是指公司进行的交易，其中公司（i）发行或出售任何可转换成、可交换或可行使的债务或权益证券，或拥有额外普通股的权利，无论是（A）以转换价格、行权价格或交换率或其他价格，该价格基于和/或随着此类债务或权益证券的初始发行后的普通股的交易价格或报价，或（B）具有转换、行权或交换价格，该价格可能在此类债务或权益证券初始发行后的某个未来日期重新设定（但非与股票拆分、股票红利或类似事件有关）或在公司业务或普通股市场的特定或附带事件发生时重新设定，或（ii）公司签订或执行任何协议，包括但不限于股权授信或“市价发行”等协议，公司可根据未来确定的价格发行证券。 任何购买方均有权向公司寻求禁制令以阻止此类发行，该救济措施将补充任何收集赔偿的权利。

部分 2. 代理商的代表Placements代理声明并保证，（i）是FINRA的在册会员，（ii）在通过1934年修正案的证券交易所法下作为经纪/交易商注册，（iii）在进行Placements证券的发行或销售所在州的证券法下取得牌照（除非符合各州免于经纪/交易商注册要求的规定），（iv）根据美国适用于Placements证券发行或销售的法律获得经纪/交易商牌照，（v）是并将继续作为依据其注册地法律有效存在的公司实体，并且具有完全的权力和权限签订并履行本协议项下的义务。Placements代理将立即以书面形式通知公司其在上述（i）至（v）款中地位的任何变化。Placements代理保证将尽最大努力按照本协议的规定和适用法律要求开展本次交易所承销活动。使拥有公司注册证券类别10%以上股权的官员、董事或实际股东代表签署人递交表格3、4和5（包括修正版及有关联合递交协议）,符合证券交易法案第16(a)条及其下属规则规定的要求；”）及各州证券法要求地区的Placements证券发行或销售（除非符合各州经纪/交易商注册要求的豁免规定），（iii）为符合适用于Placements证券发行或销售的美国法律的经纪/交易商取得牌照，（iv）并将继续作为合法存在的公司实体从事其主体所在地法律规定地活动，（v）拥有充分的权力和权限签订并履行本协议项下的义务。Placements代理将立即书面通知公司其在（i）至（v）款中地位的任何变化。Placements代理立约将尽合理努力遵守本协议的条款和适用法律要求进行Placements的交易。

Section 3. Compensation. In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent and/or its respective designees a cash fee of seven percent (7.0%) of the aggregate purchase price paid by each purchaser of the Placement Securities (the “Cash Fee”). The Placement Agent reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination is made by FINRA to the effect that the Placement Agent’s aggregate compensation is in excess of that permitted by FINRA Rules or that the terms thereof require adjustment. In addition, on the Closing Date, the Company shall issue to the Placement Agent (or its permitted assignees) warrants to purchase a number of shares of Common Stock equal to an aggregate of 3.0% of the total number of Units sold in this offering, which will have an exercise price equal to 110% of the public offering price per Unit, are exercisable immediately after issuance and will expire five years after the effective date of the registration statement. .

Section 4. Expenses. The Company agrees to pay all costs, fees, and expenses incurred by the Company in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation: (i) all expenses incident to the issuance, delivery, and qualification of the Placement Securities (including all printing and engraving costs); (ii) all fees and expenses of the registrar and transfer agent of the Shares; (iii) all necessary issue, transfer, and other stamp taxes in connection with the issuance and sale of the Placement Securities; (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants, and other advisors; (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping, and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents, and certificates of experts), the Base Prospectus, and each Prospectus Supplement, and all amendments and supplements thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’ fees, and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Placement Securities for offer and sale under the state securities or blue sky laws or the securities laws of any other country; (vii) the fees and expenses associated with including the Placement Securities on the Trading Market; (viii) up to Seventy-Five Thousand Dollars ($75,000) for accountable expenses related to legal fees of counsel to the Placement Agent.

Section 5. Tail Fee. The Placement Agent shall be entitled to compensation under Section 3, calculated in the manner set forth herein with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such Tail Financing is (i) provided to the Company by investors that were, during the term of this Agreement, introduced to the Company by the Placement Agent for discussions on negotiations regarding the purchase of the Securities and (ii) consummated at any time within the ten (10)-month period following the expiration or termination of this Agreement. The issuance of any stock or equity of the Company to its officers, directors, or employees shall not be deemed a Tail Financing. Upon expiration of this Agreement, the Placement Agent shall provide the Company with a list of all investors whose future investments in the Company will be subject the compensation described in this Section 5. Failure by the Placement Agent to provide such list of investors shall not be deemed a waiver of their right to received compensation pursuant to this Section 5.

Section 5.1. Right of First Refusal. For a period of three (3) months from the Closing Date, the Company hereby grants a right of first refusal to the Placement Agent to act as lead underwriter or book- running manager or placement agent for each and every future public and private equity, equity-linked, convertible or debt (excluding commercial bank debt) offerings of the Company, or any successor to or any subsidiary of the Company during such three (3) month period. If the Placement Agent fails to accept an offer within ten (10) Business Days after the receipt of a notice containing the material terms of a proposed financing by registered mail or overnight courier service addressed to the Placement Agent, then the Placement Agent shall have no further claim or right with respect to the financing proposal contained in such notice. If, however, the terms of such financing proposal are subsequently modified in any material respect, the preferential right referred to herein shall apply to such modified proposal as if the original proposal had not been made. The Placement Agent’s failure to exercise its preferential right with respect to any particular proposal shall not affect its preferential rights relative to future proposals.

Section 6. Indemnification.

(a) To the extent permitted by law, with respect to the Placement Securities, the Company shall indemnify the Placement Agent and its affiliates, stockholders, directors, officers, employees, members, and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against all losses, claims, damages, expenses, and liabilities, as the same are incurred (including reasonable actual and documented fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to this Agreement, except to the extent that any losses, claims, damages, expenses, or liabilities (or actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from the Placement Agent’s willful misconduct or gross negligence in performing the services described herein. Notwithstanding anything set forth herein to the contrary, the Company agrees to indemnify the Placement Agent, to the fullest extent set forth in this Section 6, against any and all claims asserted by any or person or entity alleging that the Placement Agent was not permitted or entitled to act as a placement agent herein, or that the Company was not permitted to hire or retain the Placement Agent herein, including but not limited to any claims arising out of any purported right of first refusal another person or entity claims to have to act as a placement agent or any similar role with respect to the Company or its securities.

(b) Promptly after receipt by the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to which the Placement Agent is entitled to indemnity hereunder, the Placement Agent will immediately notify the Company in writing of such claim or of the commencement of such action or proceeding, but failure or delay of notification to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses or materially adversely impacts the Company. If the Company so elects or is requested by the Placement Agent, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to the Placement Agent and will pay the reasonable fees and expenses of such counsel. Notwithstanding the preceding sentence, the Placement Agent will be entitled to employ its own counsel separate from counsel for the Company and from any other party in such action if counsel for the Placement Agent reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and the Placement Agent. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company, in addition to reasonable fees of local counsel. The Company will have the right to settle the claim or proceeding, provided that the Company will not settle any such claim, action, or proceeding without the prior written consent of the Placement Agent, which will not be unreasonably withheld. The Company will not be liable for settlement of any action effected without its written consent, which may not be unreasonably withheld, conditioned, or delayed.

(c) The Company agrees to notify the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement.

(d) If for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless, then the Company shall contribute to the amount paid or payable by the Placement Agent as a result of such losses, claims, damages, or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and the Placement Agent on the other, but also the relative fault of the Company on the one hand and the Placement Agent on the other that resulted in such losses, claims, damages, or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages, and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding, or other action or claim. Notwithstanding the provisions hereof, the Placement Agent’s share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by the Placement Agent under this Agreement (excluding any amounts received as reimbursement of expenses incurred by the Placement Agent).

(e) The provisions of this Section 6 will remain in full force and effect, survive the expiration or termination of this Agreement, and be in addition to any liability that the Company might otherwise have to any indemnified party under this Agreement, whether or not the transaction contemplated by this Agreement is completed.

Section 7. Engagement Term. The Placement Agent’s engagement hereunder will be until the earlier of (i) [__], 2024, and (ii) the Closing Date (such earlier date, the “Termination Date”); provided, however, the Placement Agent may terminate this Agreement prior to the Termination Date if it reasonably determines that it is unsatisfied with the results of its due diligence investigation, notwithstanding its best efforts to complete the Placement. The Company may terminate the engagement hereunder for any reason prior to the Termination Date. If this Agreement expires or terminates prior to the completion of the Placement, the Company shall reimburse expenses incurred by the Placement Agent, pursuant to Section 4 hereof but in no event greater than the amounts set forth in Section 4, up to and including the date of Termination. The Placement Agent may not use any confidential information concerning the Company provided by the Company for any purposes other than those contemplated under this Agreement.

Section 8. Placement Agent Information. The Company agrees that any information or advice rendered by the Placement Agent in connection with this engagement is for the confidential use of the Company only in their evaluation of the Placement and, except as otherwise required by law, the Company will not disclose or otherwise refer to the advice or information in any manner without the Placement Agent’s prior written consent.

Section 9. No Fiduciary Relationship. This Agreement does not create, and shall not be construed as creating rights enforceable by any person or entity not a party hereto, except those entitled hereto by virtue of the indemnification provisions hereof. The Company acknowledges and agrees that the Placement Agent is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention of the Placement Agent hereunder, all of which are hereby expressly waived.

Section 10. Closing. The obligations of the Placement Agent, and the closing of the sale of the Placement Securities hereunder are subject to the accuracy, when made and on the Closing Date, of the representations and warranties on the part of the Company contained herein and in the Purchase Agreement, to the performance by the Company of its obligations hereunder and in the Purchase Agreement, and to each of the following additional terms and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement Agent:

(a) All corporate proceedings and other legal matters incident to the authorization, form, execution, delivery, and validity of each of this Agreement, the Placement Securities, and all other legal matters relating to this Agreement and the transactions contemplated hereby with respect to the Placement Securities have been completed or resolved in a manner reasonably satisfactory in all material respects to the Placement Agent.

(b) The Placement Agent has received from outside legal counsel, including local counsel, if applicable, to the Company such counsel’s written opinion and negative assurance letter with respect to the Placement Securities, addressed to the Placement Agent and dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent.

(c) The Placement Agent has received customary certificates of the Company’s executive officers (the “Officer’s Certificate”) as to the accuracy of the representations and warranties contained in the Purchase Agreement, and a certificate of the Company’s secretary (the “Secretary’s Certificate”) certifying (i) that the Company’s organizational documents are true and complete, have not been modified and are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Placement are in full force and effect and have not been modified; and (iii) as to the incumbency of the officers of the Company. Each of the Officer’s Certificate and Secretary’s Certificate must be dated as of the Closing Date, and all documents referenced in the Secretary’s Certificate must be attached thereto.

(d) The Common Stock has been registered under the Exchange Act and listed, admitted and authorized for trading on the Trading Market or other applicable U.S. national exchange as of the Closing Date, and the Placement Agent has received reasonably satisfactory evidence of such actions. The Company has not taken any action designed to, or likely to have the effect of terminating the registration of the Common Stock under the Exchange Act or delisting, or suspending from trading, the Common Stock from the Trading Market or other applicable U.S. national exchange. The Company has not received any information suggesting that the Commission or the Trading Market or other U.S. applicable national exchange is contemplating terminating such registration or listing.

(e) No action or proceeding before a court of competent jurisdiction has been taken, and no statute, rule, regulation, or order has been enacted, adopted or issued by any governmental agency or body that would, as of the Closing Date, prevent the issuance or sale of the Placement Securities or materially and adversely affect the business or operations of the Company. No injunction, restraining order, or order of any other nature by any federal or state court of competent jurisdiction has been issued as of the Closing Date that would prevent the issuance or sale of the Placement Securities or materially and adversely affect the business or operations of the Company.

(f) The Company has entered into a Purchase Agreement with each of the Purchasers of the Placement Securities, and such agreements are in full force and effect and contain representations, warranties and covenants of the Company as agreed upon between the Company and the Purchasers.

(g) FINRA raised no objections to the fairness and reasonableness of the terms and arrangements of this Agreement. If requested by the Placement Agent, the Company has filed, or has authorized the Placement Agent’s counsel to file on the Company’s behalf, with FINRA all necessary materials in compliance with FINRA Rule 5110 with respect to the Placement and has paid all filing fees required in connection therewith.

(h) The Placement Agent has received an executed Lock-Up Agreement from each of the Company’s officers, directors prior to the Closing Date.

(i) On or before the Closing Date, the Placement Agent and counsel for the Placement Agent have received such information and documents as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Placement Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties of the Company, or the satisfaction of any of the conditions or agreements, herein contained.

(j) On the date hereof, the Placement Agent shall have received, and the Company shall have caused to be delivered to the Placement Agent, letters from both Weinberg & Company, P.A. (the independent registered public accounting firm of the Company), addressed to the Placement Agent, dated as of the date hereof, in form and substance satisfactory to the Placement Agent. The letter shall not disclose any change in the condition (financial or other), earnings, operations, or business of the Company, which, in the Placement Agent’s sole judgment, is material and adverse and that makes it, in the Placement Agent’s sole judgment, impracticable or inadvisable to proceed with the Placement of the Securities.

(k) The Placement Agent shall have received from the Company a certificate by the Chief Financial Officer of the Company, dated as of such date, in form and substance reasonably satisfactory to the Placement Agent.

If any of the conditions specified in this Section 9 have not been fulfilled when and as required by this Agreement, the Placement Agent may terminate this Agreement at any time on or prior to the Closing Date by giving oral or written notice to the Company. Any such oral notice must be promptly confirmed in writing.

Section 11. Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed entirely in such State. This Agreement may not be assigned by either party hereto without the prior written consent of the other party. This Agreement is binding upon, and inure to the benefit of, the parties and their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought into the courts of the State of New York or into the federal court located in New York, New York, and, by execution and delivery of this Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of aforesaid courts. Each party hereto irrevocably waives personal service of process, consents to process being served in any such suit, action, or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement, and acknowledges that such service will constitute good and sufficient service of process and notice thereof. If either party commences an action or proceeding to enforce any provisions of this Agreement, then the non-prevailing party in such action or proceeding shall reimburse the prevailing party for its attorney’s fees and other costs and expenses incurred in connection with such action or proceeding.

Section 12. Entire Agreement/Miscellaneous. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by both the Placement Agent and the Company. The representations, warranties, agreements, and covenants contained herein shall survive the Closing Date of the Placement and delivery of the Placement Securities. This Agreement may be executed in two or more counterparts, all of which, when taken together, will be considered one and the same agreement. This Agreement will become effective when each party hereto has received a counterpart hereof signed by the other party. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such signature will create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.

Section 13. Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder must be in writing and will be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is sent to the email address specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a Business Day, (ii) the next Business Day after the date of transmission, if such notice or communication is sent to the email address on the signature pages attached hereto on a day that is not a Business Day or later than 6:30 p.m. (New York City time) on any Business Day, (iii) the third business day following the date of mailing, if sent by U.S. internationally recognized air courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications are as set forth on the signature pages hereto.

Section 14. Press Announcements. The Company agrees that the Placement Agent may, on and after the Closing Date, reference the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense.

[The remainder of this page has been intentionally left blank.]

Please confirm that the foregoing correctly sets forth our agreement by signing and returning to the Placement Agent the enclosed copy of this Agreement.

Very truly yours,

Address for notice:

Harborside Financial Center Plaza 5
185 Hudson Street, Suite 1410
Jersey City, NJ 07311

Attn: Douglas Bantum

Email: dbantum@wallachbeth.com

[Signature Page to the Placement Agency Agreement]

Accepted and Agreed to as of the date first written above:

Address for notice:

248 Route 25A, No. 2

East Setauket, NY, 11733

Attn: Chief Executive Officer

Email: bvanderbaan@lixte.com

[Signature Page to the Placement Agency Agreement]