Execution
Version


 


SPECIALTY
RENAL PRODUCTS, INC.


 


INVESTORS’
RIGHTS AGREEMENT


 


THIS
INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of September 5, 2018, by and among
Specialty Renal Products, Inc., a Delaware corporation (the “Company”), and each of the investors
listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any
Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this
Agreement in accordance with Section 6.9 hereof.


 


RECITALS


 


WHEREAS,
the Company and the Investors are parties to the Series A Preferred Stock Purchase Agreement of even date herewith (the “Purchase
Agreement”); and


 


WHEREAS,
in order to induce the Company to enter into the Purchase Agreement and to induce the Investors to invest funds in the Company
pursuant to the Purchase Agreement, the Investors and the Company hereby agree that this Agreement shall govern the rights of
the Investors to cause the Company to register shares of Common Stock issuable to the Investors, to receive certain information
from the Company, and to participate in future equity offerings by the Company, and shall govern certain other matters as set
forth in this Agreement;


 


NOW,
THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:


 


1.
Definitions. For purposes of this Agreement:


 


1.1
“Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls,
is controlled by, or is under common control with such Person, including without limitation any general
partner, managing member, officer or director of such Person or any venture capital
fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management
company with, such Person.


 


1.2
“Board” or “Board of Directors” means the board of directors of the Company


 


1.3
“Certificate of Incorporation” shall mean the Company’s Amended and Restated Certificate of Incorporation,
as amended.


 


1.4
“Common Stock” means shares of the Company’s common stock, par value $0.0001 per share.


 


1.5
“Competitor” means a Person engaged, directly or indirectly (including through any partnership, limited liability
company, corporation, joint venture or similar arrangement (whether now existing or formed hereafter)), in the business of developing,
manufacturing, producing, distributing and selling medical device products for use in the treatment of patients with renal disease,
including hemodiafiltration systems for use in kidney dialysis, but shall not include any financial investment firm or collective
investment vehicle that, together with its Affiliates, holds less than twenty percent (20)% of the outstanding equity of any Competitor
and does not, nor do any of its Affiliates, have a right to designate any members of the board of directors of any Competitor.


 




    	 	 	 



    	 



    

 


1.6
“Damages” means any loss, damage, claim or liability (joint or several) to which a party hereto may become
subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability
(or any action in respect thereof) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material
fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained
therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required
to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation
by the indemnifying party (or any of its agents or
Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under
the Securities Act, the Exchange Act, or any state securities law.


 


1.7
“Derivative Securities” means any securities or rights convertible into, or exercisable or exchangeable for
(in each case, directly or indirectly), Common Stock, including options and warrants.


 


1.8
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.


 


1.9
“Excluded Registration”
means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option,
stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form
that does not include substantially the same information as would be required to be included in a registration statement covering
the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock
issuable upon conversion of debt securities that are also being registered.


 


1.10
“FOIA Party” means a Person that, in the reasonable determination of the Board of Directors (including at least
one Series A Director if then in office), may be subject to, and thereby required to disclose non-public information furnished
by or relating to the Company under, the Freedom of Information Act, 5 U.S.C. 552 (“FOIA”), any state public
records access law, any state or other jurisdiction’s laws similar in intent or effect to FOIA, or any other similar statutory
or regulatory requirement.


 


1.11
“Form S-1” means such form under
the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted
by the SEC.


 




    	2



    	 



    

 


1.12
“Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form
under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to
other documents filed by the Company with the SEC.


 


1.13
“GAAP” means generally accepted accounting principles in the United States.


 


1.14
“Holder” means any holder of Registrable Securities who is a party to this Agreement.


 


1.15
“Immediate Family Member” means
a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including,
adoptive relationships, of a natural person referred to herein.


 


1.16
“Initiating Holders” means, collectively, Holders who properly initiate a registration request under this Agreement.


 


1.17
“IPO”
means the Company’s first underwritten public offering of its Common Stock under the Securities Act.


 


1.18
“Key
Employee” means any executive-level employee (including, division director
and vice president-level positions) as well as any employee who, either alone or in concert with others, develops, invents, programs,
or designs any Company Intellectual Property (as defined in the Purchase Agreement).


 


1.19
“Lead Investor” means [Wexford Capital], for so as long as it also continued to be a Major Investor.


 


1.20
“Major Investor” means any Investor that, individually or together with such Investor’s Affiliates, holds
at least twenty percent (20%) of the then issued and outstanding shares of Series A Preferred Stock.


 


1.21
“New Securities” means, collectively, equity securities of the Company, whether or not currently authorized,
as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or
may become, convertible or exchangeable into or exercisable for such equity securities.


 


1.22
“Parent”
means Nephros, Inc., a Delaware corporation, as well as any entity that hereafter acquires a majority of the outstanding capital
stock of Parent.


 


1.23
“Permitted Transfers”
shall mean in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration;
provided that each transferee agrees in writing to be subject to the terms of this Subsection 2.12.


 




    	3



    	 



    

 


1.24
“Person”
means any individual, corporation, partnership, trust, limited liability company, association or other entity.


 


1.25
“Preferred Stock” means, collectively, shares of the Company’s Series A Preferred Stock.


 


1.26
“Qualified Public Offering” has the same given such term in the Certificate of Incorporation.


 


1.27
“Registrable Securities” means (i) the Common Stock issuable or issued upon conversion of the Series
A Preferred Stock; (ii) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion
and/or exercise of any other securities of the Company, acquired by a Major Investor after the date hereof; and (iii) any Common
Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend
or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clauses (i) and
(ii) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the
applicable rights under this Agreement are not assigned pursuant to Section 6.1, and excluding for purposes of Section
2 any shares for which registration rights have terminated pursuant to Section 2.13 of this Agreement.


 


1.28
“Registrable Securities then outstanding” means the number of shares determined by adding the number
of shares of outstanding Common Stock that are Registrable Securities and the
number of shares of Common Stock issuable (directly
or indirectly) pursuant to then exercisable and/or convertible securities that
are Registrable Securities.


 


1.29
“Restricted Securities” means the securities of the Company required to be notated with the legend set forth
in Subsection 2.12(b) hereof.


 


1.30
“SEC” means the Securities and Exchange Commission.


 


1.31
“SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.


 


1.32
“SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.


 


1.33
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


1.34
“Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable
to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for
the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Subsection 2.6.


 




    	4



    	 



    

 


1.35
“Series A Directors” means any director of the Company that the holders
of record of the Series A Preferred Stock are entitled to elect pursuant to the Certificate of Incorporation.


 


1.36
“Series A Preferred Stock” means shares of the Company’s Series A Preferred Stock, par value $0.0001
per share.


 


1.37
“Transaction Documents” has the same meaning as in the Purchase Agreement.


 


2.
Registration Rights. The Company covenants and agrees as follows:


 


2.1
Demand Registration.


 


(a)
Form S-1 Demand. If at any time one hundred eighty (180) days after the effective
date of the registration statement for the IPO, the Company receives a request from Holders of fifty percent (50%) of the Registrable
Securities then outstanding that the Company file a Form
S-1 registration statement with respect to the Registrable Securities then outstanding
with an anticipated aggregate offering price, net of Selling Expenses, of at least $2 million, then the Company shall (x) within
ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders
other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such
request is given by the Initiating Holders, file a Form S-1 registration statement under
the Securities Act covering all Registrable Securities that the Initiating Holders requested
to be registered and any additional Registrable Securities requested to be included in
such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days
of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and
2.3.


 


(b)
Form S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement,
the Company receives a request from Holders of at least twenty percent (20%) of the Registrable Securities then outstanding that
the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an
anticipated aggregate offering price, net of Selling Expenses, of at least $5 million, then the Company shall (i) within ten (10)
days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as
soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders,
file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in
such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days
of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.


 




    	5



    	 



    

 


(c)
Notwithstanding the foregoing obligations, if
the Company furnishes to Holders requesting a registration pursuant to this Subsection 2.1 a certificate signed by the
Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors (including
at least one Series A Director if then in office) it would be materially detrimental to the Company and its stockholders for such
registration statement to either become effective or remain effective for as long as such registration statement otherwise would
be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate
reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information
that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply
with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with
respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly,
for a period of not more than one hundred twenty (120) days after the request of the Initiating Holders is given; provided,
however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further
that the Company shall not register any securities for its own account or that of any other stockholder during such one hundred
twenty (120) day period other than an Excluded Registration.


 


(d)
The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(a)(i)
during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending
on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided
that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become
effective; (ii) after the Company has effected two (2) registrations pursuant to Subsection
2.1(a); or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be
immediately registered on Form S-3 pursuant to a request made pursuant to Subsection 2.1 (b).
The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection
2.1 (b) (i) during the period that is thirty (30) days before the Company’s good faith
estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated
registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such
registration statement to become effective; or (ii) if the Company has effected two (2) registrations pursuant to Subsection
2.1 (b) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted
as “effected” for purposes of this Subsection 2.1(d) until such time as the applicable registration statement
has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not
to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection
2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection
2.1(d).


 


2.2
Company Registration. If the Company proposes to register (including, for this purpose, a registration effected by the
Company for stockholders other than the Holders) any of its Common Stock under the Securities Act in connection with the public
offering of such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly
give each Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice
is given by the Company, the Company shall, subject to the provisions of Subsection 2.3, cause to be registered all of
the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the
right to terminate or withdraw any registration initiated by it under this Subsection 2.2 before the effective date of
such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses
(other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Subsection 2.6.


 




    	6



    	 



    

 


2.3
Underwriting Requirements.


 


(a)
If, pursuant to Subsection 2.1, the Initiating Holders intend to distribute the
Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their
request made pursuant to Subsection 2.1, and the Company shall include such information
in the Demand Notice. The underwriter(s) will be selected by the Company and shall be
reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such
Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such
underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein.
All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in
Subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.
Notwithstanding any other provision of this Subsection 2.3, if the managing underwriter(s)
advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten,
then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant
hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such
Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number
of Registrable Securities owned by each Holder or in such other proportion as shall mutually
be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held
by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded
from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters
may round the number of shares allocated to any Holder to the nearest one hundred (100) shares.


 


(b)
In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Subsection
2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless
the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such
quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company.
If the total number of securities, including Registrable Securities, requested by stockholders to be included in such offering
exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine
is compatible with the success of the offering, then the Company shall be required to include in the offering only that number
of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine
will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities
requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering
shall be allocated among the selling Holders in proportion
(as nearly as practicable to) the number of Registrable Securities owned by each
selling Holder or in such other proportions as shall mutually be agreed to by
all such selling Holders. To facilitate the allocation of shares in accordance with the above
provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred
(100) shares. Notwithstanding the foregoing, in no event shall (i) the number of Registrable
Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are
first entirely excluded from the offering, or (ii) the number of Registrable Securities included in the offering be reduced
below thirty percent (30%) of the total number of securities included in such offering, unless such offering is the IPO, in which
case the selling Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s
securities are included in such offering. For purposes of the provision in this Subsection 2.3 (b) concerning apportionment,
for any selling Holder that is a partnership, limited liability company, or corporation,
the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate
Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the
foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such
“selling Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included
in such “selling Holder,” as defined in this sentence.


 




    	7



    	 



    

 


(c)
For purposes of Subsection 2.1, a registration shall not be counted as “effected”
if, as a result of an exercise of the underwriter’s cutback provisions in Subsection 2.3 (a), fewer than fifty percent
(50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement
are actually included.


 


2.4
Obligations of the Company. Whenever required under this Section 2 to effect the registration of any Registrable
Securities, the Company shall, as expeditiously as reasonably possible:


 


(a)
prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to
cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities
registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier,
until the distribution contemplated in the registration statement has been completed; provided, however, that (i)
such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains, at the
request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration,
and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous
or delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty (120) day period shall be extended
for up to thirty (30) days, if necessary, to keep the registration statement effective until all such Registrable Securities are
sold;


 


(b)
prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection
with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of
all securities covered by such registration statement;


 




    	8



    	 



    

 


(c)
furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the
Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their
Registrable Securities;


 


(d)
use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such
other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided
that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such
states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by
the Securities Act;


 


(e)
in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual
and customary form, with the underwriter(s) of such offering;


 


(f)
use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be
listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar
securities issued by the Company are then listed;


 


(g)
provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP
number for all such Registrable Securities, in each case not later than the effective date of such registration;


 


(h)
promptly make available for inspection by the selling Holders, any managing underwriter(s)
participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained
by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and
properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply
all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent,
in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct
appropriate due diligence in connection therewith;


 


(i)
notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has
been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and


 


(j)
after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend
or supplement such registration statement or prospectus.


 




    	9



    	 



    

 


In
addition, the Company shall ensure that, at all times after any registration statement covering a public offering of securities
of the Company under the Securities Act shall have become effective, its insider trading policy shall provide that the Company’s
directors may implement a trading program under Rule 10b5-1 of the Exchange Act.


 


2.5
Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to
this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company
such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities
as is reasonably required to effect the registration of such Holder’s Registrable Securities.


 


2.6
Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings,
or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and
accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements of one counsel for
the selling Holders (“Selling Holder Counsel”),
shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any
expenses of any registration proceeding begun pursuant to Subsection 2.1 if the registration request is subsequently withdrawn
at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders
shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration),
unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsections
2.1(a) or 2.1(b), as the case may be; provided  further
that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business,
or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable
promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not
forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b). All Selling Expenses relating
to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the
basis of the number of Registrable Securities registered on their behalf.


 


2.7
Delay of Registration. No Holder other than a Major Investor shall have any right to obtain or seek an injunction restraining
or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect
to the interpretation or implementation of this Section 2.


 


2.8
Indemnification. If any Registrable Securities are included in a registration statement under this Section 2:


 




    	10



    	 



    

 


(a)
To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers,
directors, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined
in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning
of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling
Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating
or defending any claim or proceeding from which Damages may result, as such expenses
are incurred; provided, however, that the indemnity agreement contained in this Subsection 2.8 (a) shall
not apply to amounts paid in settlement of any such claim or proceeding if such settlement
is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable
for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity
with written information furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned
Person expressly for use in connection with such registration.


 


(b)
To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company,
and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls
the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined
in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any
such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based
upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling
Holder expressly for use in connection with such registration; and each such selling Holder will pay to the Company and each other
aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any
claim or proceeding from which Damages may result, as such expenses are incurred; provided,
however, that the indemnity agreement contained in this Subsection 2.8 (b) shall not apply to amounts paid in settlement
of any such claim or proceeding if such settlement is effected without the consent of
the Holder, which consent shall not be unreasonably withheld; and provided  further that in no event shall
the aggregate amounts payable by any Holder by way of indemnity or contribution under Subsections 2.8 (b) and 2.8(d)
exceed the proceeds from the offering received by such Holder (net of any Selling
Expenses paid by such Holder), except in the case of fraud or willful misconduct by such
Holder.


 


(c)
Promptly after receipt by an indemnified party under this Subsection 2.8 of notice of the commencement of any action (including
any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim
in respect thereof is to be made against any indemnifying party under this Subsection 2.8,
give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate
in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to
which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided,
however, that an indemnified party (together with all other indemnified parties that may be represented without conflict
by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying
party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due
to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such
action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall
relieve such indemnifying party of any liability to the indemnified party under this Subsection 2.8,
to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The
failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party
otherwise than under this Subsection 2.8.


 




    	11



    	 



    

 


(d)
To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either: (i) any
party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Subsection 2.8
but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration
of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding
the fact that this Subsection 2.8 provides for indemnification in such case, or (ii) contribution under the Securities
Act may be required on the part of any party hereto for which indemnification is provided under this Subsection 2.8,
then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses
to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault
of each of the indemnifying party and the indemnified party in connection with the statements,
omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other
relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined
by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged
omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’
relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided,
however, that, in any such case (x) no Holder will be required to contribute any amount in excess of the public offering
price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (y) no Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution
from any Person who was not guilty of such fraudulent misrepresentation; and provided  further that in no event shall a
Holder’s liability pursuant to this Subsection 2.8 (d), when combined with the amounts paid or payable by such Holder
pursuant to Subsection 2.8 (b), exceed the proceeds from the offering received by such
Holder (net of any Selling Expenses paid by such Holder),
except in the case of willful misconduct or fraud by such Holder.


 


(e)
Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the
obligations of the Company and Holders under this Subsection 2.8 shall survive the completion of any offering of Registrable
Securities in a registration under this Section 2, and otherwise shall survive the termination of this Agreement.


 


2.9
Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule
or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration
or pursuant to a registration on Form S-3, the Company shall:


 






    	12



    	 



    

 


(a)
make and keep available adequate current public information, as those terms are understood
and defined in SEC Rule 144, at all times after the effective date of the registration statement filed by the Company for the
IPO;


 


(b)
use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company
under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements);
and


 


(c)
furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to
the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule
144 (at any time after ninety (90) days after the effective date of the registration statement filed by the Company for the IPO),
the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or
that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies);
(ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the
Company; and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the
SEC that permits the selling of any such securities without registration (at any time after the Company has become subject to
the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use
such form).


 


2.10
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without
the prior written consent of the Holders of 60% of the Registrable Securities then outstanding, enter into any agreement with
any holder or prospective holder of any securities of the Company that (i) would allow such holder or prospective holder (i) to
include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include
such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of
the Registrable Securities of the Holders that are included; or (ii) allow such holder or prospective holder to initiate a demand
for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply
to any additional Investor who becomes a party to this Agreement in accordance with Subsection
6.9.


 


2.11
Restrictions on Transfer.


 


(a)
The Series A Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company
shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or
transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the
provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Series
A Preferred Stock and the Registrable Securities held by such Holder to agree to take and hold such securities subject to the
provisions and upon the conditions specified in this Agreement.


 




    	13



    	 



    

 


(b)
Each certificate, instrument, or book entry representing (i) the Series A Preferred Stock,
(ii) the Registrable Securities, and (iii) any other securities issued in respect of the securities referenced in clauses (i)
and (ii), upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise
permitted by the provisions of Subsection 2.11 (c)) be notated with a legend substantially
in the following form:


 


THE
SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED
FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.


 


THE
SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED
ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE
SECRETARY OF THE COMPANY.


 


The
Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted
Securities in order to implement the restrictions on transfer set forth in this Subsection 2.11.


 


(c)
The holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions
of this Section 2. Except with respect to Permitted Transfees, before any proposed sale, pledge, or transfer of any Restricted
Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the
Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each
such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if
reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal
counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the
effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action”
letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration
will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence
reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted
Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall
be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder
to the Company. The Company will not require such a legal opinion or “no action” letter in any transaction in compliance
with SEC Rule 144. Each certificate, instrument, or
book entry representing the Restricted Securities transferred as above provided shall be notated with, except if such transfer
is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Subsection
2.11 (b), except that such certificate instrument, or book entry shall not be notated with such restrictive legend if, in
the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any
provisions of the Securities Act.


 




    	14



    	 



    

 


2.12
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities
in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest
to occur of the closing of a Deemed Liquidation Event, as such term is defined in Certificate of Incorporation. The right
of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Section 2.1
or Section 2.2 shall terminate on the fifth anniversary of the IPO; provided, however, the right of any Holder
under Section 2.1 or Section 2.2 shall continue beyond such fifth anniversary until such Holder is able to sell all of its Registrable
Securities without restriction in any 90-day period pursuant to SEC Rule 144 or any successor exemption under the Securities Act.


 


3.
Information Rights.


 


3.1
Delivery of Financial Statements. The Company shall deliver to each Major Investor:


 


(a)
as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company,
(i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement
of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public
accountants of at least locally recognized standing selected by the Company;


 


(b)
with the delivery of the financial statements called for in subsection (a) of this Section 3.1, a certificate executed
by the Chief Financial Officer of the Company certifying the Company’s continuing compliance with the terms and conditions
of the Transaction Documents nad the the Restated Charter (each as defined in the Purchase Agreement);


 


(c)
as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the
next fiscal year (collectively, the “Budget”), approved by the Board of Directors (including at least one Series
A Director if then in office) and prepared on a monthly basis, including balance sheets, income statements, and statements of
cash flow for such months, forecasts for the next three fiscal years, and, promptly after prepared, any other budgets or revised
budgets prepared by the Company;


 


(d)
as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of
each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, and an unaudited balance
sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP
(except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes
thereto that may be required in accordance with GAAP), and a management discussion and analysis describing material activities
and events that occurred in such quarter and discussing major variances from the budgets provided pursuant to Section 3.1(b);


 




    	15



    	 



    

 


(e)
as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement
of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such
month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit
adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);


 


(f)
with respect to the financial statements called for in Section 3.1(a), Section 3.1(d) and Section 3.1(e),
an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial
statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise
set forth in Section 3.1(d) and Section 3.1(e)) and fairly present the financial condition of the Company and its
results of operation for the periods specified therein;


 


(g)
such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major
Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under
this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or
confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or (ii)
the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.


 


(h)
all communications with other stockholders or the financial community, including press releases;


 


(i)
all material reports prepared for the Company by outside consultants, lawyers, and auditors, excluding (i) information that if
delivered to the Major Investors could adversely affect the attorney-client privilege between the Company and its counsel with
respect to such information, and (ii) disclosure that would result in a conflict of interest, or the disclosure of trade secrets
or confidential patient information;


 


(j)
all material communications with and from federal or state regulatory agencies or other governmental authorities of any kind,
excluding (i) any and all material communications with the United States government that are deemed classified, (ii) material
communications with the Federal Drug Administration, the disclosure of which could adversely effect the Company, (iii) information
that if delivered to the Major Investors could adversely affect the attorney-client privilege between the Company and its counsel
with respect to such information, or (iv) any disclosure that would result in a conflict of interest or the disclosure of trade
secrets or confidential patient information;


 


(k)
notice of any material events, including any pending or threatened litigation;


 




    	16



    	 



    

 


(l)
subject to applicable confidentiality obligations of the Company in connection therewith, written communications with and from
any companies interested in acquiring the Company (or any material portion thereof) or forming strategic relationships; and


 


(m)
prompt notice of any material defaults under any of the Company’s debt agreements, together with copies of any default notices
in connection therewith.


 


If,
for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such
period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial
statements of the Company and all such consolidated subsidiaries.


 


Notwithstanding
anything else in this Subsection 3.1 to the contrary, (i) the Company may cease providing the information set forth in
this Subsection 3.1 during the period starting with the date sixty (60) days before
the Company’s good-faith estimate of the date of filing of a registration statement if
it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering;
provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company
is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective;
and (ii) the Company’s covenants under this Subsection 3.1 shall be suspended during any period in which the Company’s
financial statements are publicly reported on a consolidated basis with the financial statements of Parent.


 


3.2
Inspection. The Company shall permit each Major Investor (provided that the Board of Directors (including at least one
Series A Director if then in office) has not reasonably determined that such Major Investor is a direct competitor of the Company),
at such Major Investor’s expense, to visit and inspect the Company’s properties; examine its books of account and
records; and discuss the Company’s affairs, finances, and accounts with its officers, during normal business hours of the
Company as may be reasonably requested by such Major Investor; provided, however, that the Company shall not be obligated pursuant
to this Section 3.2 to provide access to any information that it reasonably and in good faith considers to be a trade secret
or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or
the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.


 


3.3
Termination of Information. The covenants set forth in Subsection 3.1 shall terminate and be of no further force
or effect (i) immediately before the consummation of a Qualified Public Offering; provided that if the Qualified Public
Offering never is consummated the covenants shall be reinstated, or (ii) when the Company
first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed
Liquidation Event, as such term is defined in Certificate of Incorporation, whichever event occurs first.


 




    	17



    	 



    

 


3.4
Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use
for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant
to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such
confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection
3.3 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s
confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any
obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may
disclose confidential information (i) to its Affiliates and its and its Affiliates’ attorneys, accountants, consultants,
and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company;
(ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be
bound by the provisions of this Subsection 3.3; (iii) to any existing or prospective
Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business,
provided that such Investor informs such Person that such information is confidential
and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law,
provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the
extent of any such required disclosure.


 


4.
Rights to Future Stock Issuances.


 


4.1
Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws,
if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Investor.
An Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate,
among (i) itself and (ii) its Affiliates; provided that each such Affiliate (x) is not a Competitor or FOIA Party, unless
such party’s purchase of New Securities is otherwise consented to by the Board of Directors (including at least one Series
A Director if then in office), (y) agrees to enter into this Agremeent and each of the Voting Agreement and Right of First Refusal
and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor”
under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as an Investor
under Subsections 3.1, 3.2 and 4.1 hereof).


 


(a)
The Company shall give notice (the “Offer Notice”) to each Investor, stating (i) its bona fide intention to
offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which
it proposes to offer such New Securities.


 




    	18



    	 



    

 


(b)
By notification to the Company within twenty (20) days after the Offer Notice is given, each Investor may elect to purchase or
otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which
equals the proportion that the Common Stock then held by such Investor (including all shares of Common Stock then issuable (directly
or indirectly) upon conversion and/or exercise, as applicable, of the Preferred
Stock and any other Derivative Securities then held by such Investor) bears to the total Common Stock then outstanding (assuming
full conversion and/or exercise, as applicable,
of all Preferred Stock and other Derivative Securities). At the expiration of such twenty
(20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to
it (each, a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the ten
(10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the
Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities
for which Investors were entitled to subscribe but that were not subscribed for by the Investors which is equal to the proportion
that the Series A Preferred Stock then held by such Fully Exercising Investor bears to the Series
A Preferred Stock then held by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing
of any sale pursuant to this Subsection 4.1(b) shall occur within the later of one hundred and twenty (120) days of the
date that the Offer Notice is given and the date of initial sale of New Securities pursuant
to Subsection 4.1(c).


 


(c)
If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection
4.1(b), the Company may, during the one hundred and twenty (120) day period following the expiration of the periods provided
in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons
at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company
does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated
within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities
shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1.


 


(d)
The right of first offer in this Subsection 4.1 shall not be applicable to (i) Exempted
Securities (as defined in Certificate of Incorporation); (ii) shares of Common
Stock issued in the IPO; and (iii) the issuance of shares of Series A Preferred Stock
pursuant to Subsection 1.3 of the Purchase Agreement.


 


4.2
Termination. The covenants set forth in Subsection 4.1 shall terminate and be of no further force or effect (i)
immediately before the consummation of a Qualified Public Offering, or (ii) upon a Deemed
Liquidation Event, as such term is defined in Certificate of Incorporation, whichever event occurs first.


 


5.
Additional Covenants.


 


5.1
Qualified Small Business Stock. The Company shall use commercially reasonable efforts to cause the shares of Series
A Preferred Stock issued pursuant to the Purchase Agreement, as well as any shares into which such shares are converted,
within the meaning of Section 1202(f) of the Internal Revenue Code (the “Code”), to constitute “qualified
small business stock” as defined in Section 1202(c) of the Code; provided, however, that such requirement
shall not be applicable if the Board of Directors (including at least one Series A Director if then in office) determines, in
its good-faith business judgment, that such qualification is inconsistent with the best interests of the Company. The Company
shall submit to its stockholders (including the Investors) and to the Internal Revenue Service any reports that may be required
under Section 1202(d)(1)(C) of the Code and the regulations promulgated thereunder. In addition, within twenty (20) business days
after any Investor’s written request therefor, the Company shall, at its option, either (i) deliver to such Investor a written
statement indicating whether (and what portion of) such Investor’s interest in the Company constitutes “qualified
small business stock” as defined in Section 1202(c) of the Code or (ii) deliver to such Investor such factual information
in the Company’s possession as is reasonably necessary to enable such Investor to determine whether (and what portion of)
such Investor’s interest in the Company constitutes “qualified small business stock” as defined in Section 1202(c)
of the Code.


 




    	19



    	 



    

 


5.2
Employee Agreements. The Company will cause: (i) each person now or hereafter employed by it or by any subsidiary (or engaged
by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade
secrets to enter into a nondisclosure and proprietary rights assignment agreement, and (ii) each Key Employee to enter into a
confidentiality, non-solicitation and non-compete agreement in the form mutually agreed to by the Company and the Major Investors.
In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced
agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board, including
at least one Series A Director if then in office.


 


5.3
Successor Indemnification. If the Company or any of its successors or assignees consolidates with or merges into any other
Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary,
proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with
respect to indemnification of members of the Board of Directors as in effect immediately before such transaction, whether such
obligations are contained in the Company’s Bylaws, the Certificate of Incorporation, or elsewhere, as the case may be.


 


5.4
Employee Stock. All future employees and consultants of the Company who purchase, receive options to purchase, or receive
awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option
agreements, as applicable, providing that such options or awards shall vest and become exercisable in one or more installments
at such time or times and subject to such conditions as shall be determined by the Board of Directors of the Company, including
at least one Series A Director if then in office. In addition, unless otherwise approved by the Board of Directors, including
at least one Series A Director if then in office, the Company shall retain a “right of first refusal” on employee
transfers until the Company’s Qualified Public Offering and shall have the right to repurchase unvested shares at cost upon
termination of employment of a holder of restricted stock.


 


5.5
Board Matters. Unless otherwise determined by the vote of a majority of the directors then in office (including at least
one Series A Director if then in office), the Board of Directors shall meet at least quarterly in accordance with an agreed-upon
schedule. The Company shall reimburse the directors for all reasonable out-of-pocket travel expenses incurred (consistent with
the Company’s travel policy) in connection with attending meetings of the Board of Directors.


 




    	20



    	 



    

 


5.6
Matters Requiring Lead Investor Approval. If at any time when (x) at least 150,000 shares of Series A Preferred Stock (subject
to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with
respect to the Series A Preferred Stock) are outstanding, and (y) the Lead Investor (or any of its Affiliates) continues to hold
shares of Series A Preferred Stock, then the Company shall not, either directly or indirectly by amendment, merger, consolidation
or otherwise, do any of the following without (in addition to any other vote required by law or the Certificate of Incorporation)
the written consent of the Lead Investor:


 


(a)
issue or obligate itself to issue shares of any class or series of capital stock (i) to any bank, equipment lessor or other financial
institution, or to any real property lessor, pursuant to a debt financing, equipment leasing or real property leasing transaction,
(ii) to any supplier or third party service provider in connection with the provision of goods or services, (iii) pursuant to
the acquisition of another company by the Company by merger, purchase of substantially all of the assets or other reorganization
or to a joint venture agreement, or (iv) in connection with sponsored research, collaboration, technology license, development,
OEM, marketing or other similar agreements or strategic partnerships;


 


(b)
purchase or otherwise acquire any assets in a transaction or a series of related transactions that exceeds $250,000;


 


(c)
sell, license or otherwise dispose of any of the Company’s assets in a transaction or a series of related transactions that
exceeds $500,000, other than inventory of the Company in the ordinary course of business and consistent with past practice;


 


(d)
effect a filing for bankruptcy or insolvency, by or against the Company;


 


(e)
enter into, or permit any subsidiary of the Company to enter into, any material agreement, understanding or transaction with any
employee, director, officer, or stockholder of the Company or any person that directly or indirectly controls, or is controlled
by or under direct or indirect common control with the Company, other than: (i) ordinary course agreements negotiated at arm’s
length and incidental to an employment or consulting relationship, including employment, consulting, stock purchase, and indemnification
agreements with the Company’s employees and consultants, and (ii) agreements, understandings or transactions with any such
person involving more than $25,000 in any year;


 


(f)
pledge or otherwise allow the encumbrance of any material assets of the Company, in a single or series of transactions;


 


(g)
enter into any agreement or contract that by its terms restricts the Company’s ability to pay dividends on, or redeem securities
of, the Company;


 


(h)
license or otherwise transfer any material intellectual property of the Company on any basis that restricts the Company’s
use or licensing of such intellectual property;


 




    	21



    	 



    

 


(i)
approve any annual budget for the Company’s operations; or


 


(j)
hire or fire any executive officers of the Company.


 


5.7
Series A Director Indemnification Agreement. If for any reason any Series A Director shall cease to serve as a Director,
the Company shall execute and deliver to any subsequent director designated by the Series A Preferred Stock pursuant to the Voting
Agreement an indemnification agreement substantially in the form of Exhibit D to the Purchase Agreement.


 


5.8
Indemnification Matters. The Company hereby acknowledges that one (1) or more of the directors nominated to serve on the
Board of Directors by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement
of expenses and/or insurance provided by one or more of the Investors and certain of their Affiliates (collectively, the “Fund
Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations
to any such Fund Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification
for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to advance the
full amount of expenses incurred by such Fund Director and shall be liable for the full amount of all expenses, judgments, penalties,
fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally permitted and as required
by the Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Fund Director), without
regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes
and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other
recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on
behalf of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Company
shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such
advancement or payment to all of the rights of recovery of such Fund Director against the Company.


 


5.9
Termination of Covenants. The covenants set forth in this Section 5, except for Subsection 5.8, shall terminate
and be of no further force or effect (i) immediately before the consummation of a Qualified Public Offering, or (iii) upon a Deemed
Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.


 




    	22



    	 



    

 


6.
Miscellaneous.


 


6.1
Successors and Assigns. The rights under this Agreement may be
assigned (but only with all related obligations) by
a Holder to a transferee of Registrable Securities that (i) is an Affiliate of a Holder;
(ii) is a Holder’s Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder’s
Immediate Family Members; or (iii) after such transfer, holds at least 50,000 shares of Registrable Securities (subject
to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations);
provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written
notice of the name and address of such transferee and the Registrable Securities with respect to which
such rights are being transferred; and (y) such transferee agrees in a written
instrument delivered to the Company to be bound by and
subject to the terms and conditions of this Agreement,
including the provisions of Subsection 2.11. For the purposes of determining the
number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate or stockholder
of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder
or such Holder’s Immediate Family Member shall be aggregated together and with those of the transferring Holder; provided
 further that all transferees who would not qualify individually for assignment of rights shall have a single
attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this Agreement.
The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted
assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason
of this Agreement, except as expressly provided herein.


 


6.2
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware,
regardless of the laws that might otherwise govern under applicable principles of conflicts of law.


 


6.3
Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Counterparts may be
delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN
Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


6.4
Titles and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be considered
in construing or interpreting this Agreement.


 


6.5
Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be
deemed effectively given upon the earlier of actual receipt or (i) personal delivery to the party to be notified; (ii) when sent,
if sent by electronic mail or facsimile during the recipient’s normal business hours, and if not sent during normal business
hours, then on the recipient’s next business day; (iii) five (5) days after having been sent by registered or certified
mail, return receipt requested, postage prepaid; or (iv) one (1) business day after the
business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery,
with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth
on Schedule A hereto, or to the principal office of the Company and to the attention
of the Chief Executive Officer, in the case of the Company, or to such email address, facsimile number, or address as subsequently
modified by written notice given in accordance with this Subsection 6.5. If notice is given to the Company, a copy shall
also be sent to Fredrikson & Byron, P.A., 200 South Sixth Street, Suite 4000, Minneapolis, MN 55402-1425, Attn: Christopher
J. Melsha, Esq.


 




    	23



    	 



    

 


6.6
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may
be waived (either generally or in a particular instance, and either retroactively or prospectively) only by written amendment
of the Company and the holders of a majority of the Registrable Securities then outstanding; provided that the Company
may in its sole discretion waive compliance with Subsection 2.12(c) (and the Company’s
failure to object promptly in writing after notification of a proposed assignment allegedly
in violation of Subsection 2.12(c) shall be deemed to be a waiver);
and provided  further that any provision hereof may be waived by any waiving party on such party’s own
behalf, without the consent of any other party. Notwithstanding the foregoing, this Agreement may not be amended or terminated
and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor,
unless such amendment, termination, or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the
provisions of Section 4 with respect to a particular transaction shall be deemed to apply to all Investors in the same
fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with
the Company, purchase securities in such transaction). Further, this Agreement may not be amended, and no provision hereof may
be waived, in each case, in any way which would adversely affect the rights of the Major Investors hereunder in a manner disproportionate
to any adverse effect such amendment or waiver would have on the rights of the Major Investors hereunder, without also the written
consent of the holders of at least a majority of the Registrable Securities held by the Major Investors. The Company shall give
prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to
such amendment, termination, or waiver. Any amendment, termination, or waiver effected in accordance with this Subsection 6.6
shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions
to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a
further or continuing waiver of any such term, condition, or provision. A waiver, modification or amendment of this Agreement
by a party shall only be effective if (a) it is in writing and signed by applicable party(ies), as set forth in this Section 6.6,
(b) it specifically refers to this Agreement, and (c) it specifically states that the party or parties, as the case may be, is
waiving, modifying or amending its rights hereunder. Any such amendment, modification or waiver shall be effective only in the
specific instance and for the specific purpose for which it was given.


 


6.7
Severability. In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision
of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid,
legal, and enforceable to the maximum extent permitted by law.


 


6.8
Aggregation of Stock. All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together
for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such
rights as among themselves in any manner they deem appropriate.


 




    	24



    	 



    

 


6.9
Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares
of the Company’s Series A Preferred Stock after the date hereof, any purchaser of such shares of Series A Preferred Stock
may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and
thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall be
required for such joinder to this Agreement by such additional Investor, so long as such
additional Investor has agreed in writing to be bound by all of the obligations as an
“Investor” hereunder.


 


6.10
Entire Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding
and agreement among the parties with respect to the subject matter hereof, and any other
written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.


 


6.11
Dispute Resolution.


 


(a)
The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction
of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding
arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or
based upon this Agreement except in the state courts of New York or the United States District Court for the Southern District
of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit,
action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property
is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that
the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced
in or by such court. The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements
in addition to any other relief to which such party may be entitled. Each of the parties to this Agreement consents to personal
jurisdiction for any equitable action sought in the United States District Court for the Southern District of New York or any
court of the state of new york having subject matter jurisdiction.


 


(b)
Waiver of Jury Trial. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL
OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR
THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT
MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS,
TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN
FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY
FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY
AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.


 


6.12
Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement,
upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching
or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar
breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach
or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to
any party, shall be cumulative and not alternative.


 


[Remainder
of Page Intentionally Left Blank]


 




    	25



    	 



    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	SPECIALTY
    RENAL PRODUCTS, INC.
	 	 	 
	 	By:	/s/
    Daron Evans
	 	Name:	Daron
    Evans
	 	Title:	President
    & Chief Executive Officer



 


	 	Address: 
	380
                                         Lackawanna Place


South
Orange, NJ 07079






 


[Signature
Page to SRP Investors’ Rights Agreement]


 




    	 	 	 



    	 



    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	INVESTORS:
	 	 	                 
	 	By:	 


 


[Signature
Page to SRP Investors’ Rights Agreement]


 




    	 	 	 



    	 



    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 





	 	INVESTORS:
	 	 	                 
	 	By:	 





 


[Signature
Page to SRP Investors’ Rights Agreement]


 




    	 	 	 



    	 



    

 


SCHEDULE
A