LEERINK PARTNERS LLC 1301 Avenue of the Americas, 5th Floor New York, New York 10019 Ladies and Gentlemen: CervoMed Inc., a Delaware corporation (the "Company"), confirms its agreement (this "Agreement") with Leerink Partners LLC (the "Agent"), as follows: 1. Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent up to $50,000,000 of shares of common stock, ...