Exhibit 10.3


 


INVESTORS’
RIGHTS AGREEMENT


 


THIS
INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 18th day of June, 2020,
by and among Anebulo Pharmaceuticals, 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 that certain 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 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, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing
that is controlled by one or more general partners, managing members or investment adviser of, or shares the same management company
or investment adviser with, such Person.


 


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


 


1.3
“Certificate of Incorporation” means the Company’s Amended and Restated Certificate of Incorporation,
as amended and/or restated from time to time.


 


1.4
“Common Stock” means shares of the Company’s common stock, par value $0.001 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 the
development, commercialization or sale of products for the treatment or prevention of disease in humans, but shall not include
any financial investment firm or collective investment vehicle that, together with its Affiliates that are not operating companies,
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 or grant of securities to employees of the Company or a subsidiary pursuant
to a stock option, stock purchase, equity incentive 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, 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.


 


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 forward 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 as in effect from time to time.


 


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.


 




    	2



    	 



    

 


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
“Major Investor” means any Investor that, individually or together with such Investor’s Affiliates, holds
at least 100,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization
or reclassification effected after the date hereof).


 


1.20
“New Securities” means, collectively, equity securities of the Company, whether or not currently authorized,
afs 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, but excluding the issuance of warrants
to purchase up to 1,149,401 shares of Preferred Stock pursuant to the terms of any warrant purchase agreement by and among the
Company and any Affiliate of 22NW, LP or Aron English.


 


1.21
“Person”
means any individual, corporation, partnership, trust, limited liability company, association or other entity.


 


1.22
“Preferred Stock” means shares of the Company’s Series A Preferred Stock.


 


1.23
“Registrable Securities” means (i) the Common Stock issuable or issued upon conversion of the Series A Preferred
Stock, excluding any Common Stock issued upon conversion of the Series A Preferred Stock pursuant to the “Special Mandatory
Conversion” provisions of the Certificate of Incorporation; and (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 the
Investors 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 Subsection
6.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Subsection
2.11 of this Agreement.


 


1.24
“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.


 


1.25
“Restricted Securities” means the securities of the Company required to be notated with the legend set forth
in Subsection 2.10(b) hereof.


 




    	3



    	 



    

 


1.26
“SEC” means the Securities and Exchange Commission.


 


1.27
“SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.


 


1.28
“SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.


 


1.29
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


1.30
“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.


 


1.31
“Series A Director” means any director of the Company that the holders of record of the Series A Preferred
Stock are entitled to elect, exclusively and as a separate class, pursuant to the Certificate of Incorporation.


 


1.32
“Series A Preferred Stock” means shares of the Company’s Series A Preferred Stock, par value $0.001 per
share.


 


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


 


2.1 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 2.2, 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 2.1
before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in
such registration. 


 


2.2 Underwriting
Requirements. 


 


(a)
If, pursuant to Subsection 2.1, the Company intends to engage an underwriter in connection with a registration pursuant
to Subsection 2.1, the underwriter(s) will be selected by the Board of Directors and shall be reasonably acceptable to
a majority in interest of the holders of Preferred Stock. 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 2.3(e))
enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding
any other provision of this Subsection 2.2, 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.


 




    	4



    	 



    

 


(b)
In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Subsection
2.1, 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 the number of
Registrable Securities included in the offering be reduced below twenty percent (20%) 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.


 


2.3
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 commercially reasonable
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 90 days, if necessary, to keep the registration statement effective until all such Registrable Securities
are sold;


 




    	5



    	 



    

 


(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;


 


(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.


 




    	6



    	 



    

 


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.


 


2.4 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. 


 


2.5 Delay
of Registration. No Holder 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. 


 


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


(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 2.6 (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 2.6 (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
2.6 (b) and 2.6(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.


 




    	7



    	 



    

 


(c)
Promptly after receipt by an indemnified party under this Subsection 2.6 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 2.6, 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 2.6, 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 2.6.


 


(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 2.6
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 2.6 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 2.6, 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 2.6 (d), when combined with the amounts paid or payable by such Holder pursuant to Subsection 2.6 (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)
Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the
provisions in the underwriting agreement shall control.


 


(f)
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 2.6 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.


 




    	8



    	 



    

 


2.7 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: 


 


(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); and (ii) 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).


 


2.8 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 a majority of the Registrable Securities then outstanding, enter into any agreement with
any holder or prospective holder of any securities of the Company that would provide to such holder or prospective holder the
right to include securities in any registration on other than either a pro rata basis with respect to the Registrable
Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering
all shares of Registrable Securities that they wish to so include; provided that this limitation shall not apply to
Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection
6.9. 


 






    	9



    	 



    

 


2.9 “Market
Stand-off” Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing
underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company of
shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or
Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred
eighty (180) days in the case of the IPO, or such other period as may be requested by the Company or an underwriter to
accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst
recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule
472(f)(4), or any successor provisions or amendments thereto), or ninety (90) days in the case of any registration other than
the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on
(1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but
not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or
amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any
option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or
indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or
indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter
acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is
to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Subsection
2.9 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of
any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided
that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further
that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers
and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar
agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common
Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in
connection with such registration are intended third-party beneficiaries of this Subsection 2.9 and shall have the
right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to
execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are
consistent with this Subsection 2.9 or that are necessary to give further effect thereto. Any discretionary waiver or
termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to
all Company stockholders that are subject to such agreements, based on the number of shares subject to such agreements,
except that, notwithstanding the foregoing, the Company and the underwriters may, in their sole discretion, waive or
terminate these restrictions with respect to up to 25,000 shares of the Common Stock (subject to customary
adjustments). 


 


2.10
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.


 


(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
2.10 (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.


 




    	10



    	 



    

 


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 2.10.


 


(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. 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 (x) in any transaction in compliance with SEC Rule 144;
or (y) 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 2.10. 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 2.12 (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.


 


2.11 Termination
of Registration Rights. The right of any Holder to request inclusion of Registrable Securities in any registration
pursuant to Subsection 2.1 shall terminate upon the earliest to occur of:


 


(a)
the closing of a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation;


 


(b)
such time after consummation of the IPO as Rule
144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without
limitation during a three-month period without registration; and


 


(c)
the third anniversary of the IPO.


 




    	11



    	 



    

 


3. Information
and Observer Rights. 


 


3.1 Delivery
of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors
has not reasonably determined that such Major Investor is a competitor of the Company: 


 


(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 a comparison between
(x) the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the
Budget (as defined in Subsection 3.1(e)) for such year, with an explanation of any material differences between such amounts
and a schedule as to the sources and applications of funds 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 regionally
recognized standing selected by the Company;


 


(b)
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 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);


 


(c)
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, a statement showing the number of shares of each class and series of capital stock and securities
convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon
conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise
price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance,
if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in
the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and
correct;


 


(d)
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);


 


(e)
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 and prepared on a monthly
basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared,
any other budgets or revised budgets prepared by the Company; and


 


(f)
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 Subsection 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 a form acceptable to the Company);
or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.


 




    	12



    	 



    

 


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, 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.


 


3.2 Inspection.
The Company shall permit each Major Investor (provided that the Board of Directors has not reasonably determined that such
Major Investor is a 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 the Major Investor; provided, however,
that the Company shall not be obligated pursuant to this Subsection 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, and Subsection 3.2 shall terminate and be of no
further force or effect (i) immediately before the consummation of the IPO, 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 the closing of a Deemed
Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs
first. 


 


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
3.4 by such Investor), (b) is or has been independently developed or conceived by such Investor without use of the Company’s
confidential information, or (c) is or has been made known or disclosed to such 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 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
3.4; (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, regulation,
rule, court order or subpoena, provided that such Investor promptly notifies the Company of such disclosure and takes reasonable
steps to minimize the extent of any such required disclosure. 


 




    	13



    	 



    

 


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 Major Investor.
A Major 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, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members
or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange
Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor
Beneficial Owner (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, (y) agrees to enter into this Agreement 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 a Major Investor
under Subsections 3.1, 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities
as are allocable hereunder to the Major Investor holding the fewest number of Series A Preferred Stock and any other Derivative
Securities.


 


(a)
The Company shall give notice (the “Offer Notice”) to each Major 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.


 


(b)
By notification to the Company within twenty (20) days after the Offer Notice is given, each Major 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 Major Investor (including all shares of Common Stock then issuable
(directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Stock and any other Derivative
Securities then held by such Major Investor) bears to the total Common Stock of the Company then outstanding (assuming full conversion
and/or exercise, as applicable, of all Series A Preferred Stock and any other Derivative Securities then outstanding). At the
expiration of such twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire
all the shares available to it (each, a “Fully Exercising Investor”) of any other Major 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 Major Investors were entitled to subscribe but that were not subscribed for by the
Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon
conversion and/or exercise, as applicable, of Series A Preferred Stock and any other Derivative Securities then held, by such
Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or
exercise, as applicable, of the Series A Preferred Stock and any other Derivative Securities 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 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).


 




    	14



    	 



    

 


(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 ninety (90) 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 Major 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 the Certificate
of Incorporation); (ii) shares of Common Stock issued in the IPO; (iii) the issuance of shares of Series A Preferred Stock to
Additional Purchasers pursuant to Subsection 1.3 of the Purchase Agreement or any Warrant Purchase Agreement (as defined
in the Purchase Agreement).


 


(e)
Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 4.1,
the Company may elect to give notice to the Major Investors within thirty (30) days after the issuance of New Securities. Such
notice shall describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty (20) days from the
date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor,
maintain such Major Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b) before
giving effect to the issuance of such New Securities.


 


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 the IPO, (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 the closing of a Deemed Liquidation Event, as such term is defined
in the Certificate of Incorporation, whichever event occurs first.


 


5.
Additional Covenants. 


 


5.1
Insurance. The Company shall obtain, within ninety (90) days of the date hereof, from financially sound and reputable insurers
Directors and Officers liability insurance in an amount and on terms and conditions satisfactory to the Board of Directors, and
will use commercially reasonable efforts to cause such insurance policies to be maintained until such time as the Board of Directors
determines that such insurance should be discontinued. The policy shall not be cancelable by the Company without prior approval
by the Board of Directors including the Series A Director. Notwithstanding any other provision of this Section 5.1 to the
contrary, for so long as a Series A Director (as defined in the Certificate of Incorporation) is serving on the Board of Directors,
the Company shall not cease to maintain a Directors and Officers liability insurance policy in an amount of at least three (3)
million unless approved by such Series A Director. 


 


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
one (1) year noncompetition, to the extent legally permissible, and nonsolicitation agreement, substantially in the form
approved by the Board of Directors. 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 Series A Directors. 


 




    	15



    	 



    

 


5.3 Employee
Stock. Unless otherwise approved by the Board of Directors, 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 for (i) vesting of shares over a
four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of
continued employment or service, and the remaining shares vesting in equal monthly installments over the following thirty-six
(36) months, and (ii) a market stand-off provision substantially similar to that in Subsection 2.9. Without the prior
approval by the Board of Directors, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in
part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such
amendment would cause it to be inconsistent with this Subsection 5.3. In addition, unless otherwise approved by the Board of
Directors, the Company shall retain (and not waive) a “right of first refusal” on employee transfers until the
Company’s IPO and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder
of restricted stock. 


 


5.4 Matters
Requiring Investor Director Approval. So long as the holders of Series A Preferred Stock are entitled to elect a Series A
Director, the Company hereby covenants and agrees with each of the Investors that it shall not, without approval of the Board
of Directors, which approval must include the affirmative vote of the Series A Director: 


 


(a)
otherwise enter into or be a party to any transaction with any director, officer, or employee of the Company or any “associate”
(as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, including without limitation any “management
bonus” or similar plan providing payments to employees in connection with a Deemed Liquidation Event, as such term is defined
in the Certificate of Incorporation, except for transactions contemplated by this Agreement, the Purchase Agreement (including
the Warrant Purchase Agreement), and transactions resulting in payments to or by the Company in an aggregate amount less than
$60,000 per year; or transactions made in the ordinary course of business and pursuant to reasonable requirements of the Company’s
business and upon fair and reasonable terms that are approved by a majority of the Board of Directors;


 


5.5 Board
Matters. Unless otherwise determined by the vote of a majority of the directors then in office, the Board of Directors
shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the nonemployee
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. 


 


5.6
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. 


 




    	16



    	 



    

 


5.7 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 an “Investor 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 “Investor Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of
first resort (i.e., its obligations to any such Investor Director are primary and any obligation of the Investor
Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Investor
Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Investor
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 Investor Director to the extent legally permitted and as required by the Company’s
Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Investor Director),
without regard to any rights such Investor Director may have against the Investor Indemnitors, and, (c) that it irrevocably
waives, relinquishes and releases the Investor Indemnitors from any and all claims against the Investor 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 Investor Indemnitors on behalf of any such Investor Director with respect to any claim for
which such Investor Director has sought indemnification from the Company shall affect the foregoing and the Investor
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 Investor Director against the Company. The Investor Directors and the Investor Indemnitors are
intended third-party beneficiaries of this Subsection 5.7 and shall have the right, power and authority to enforce the
provisions of this Subsection 5.7 as though they were a party to this Agreement. 


 


5.8
Right to Conduct Activities. The Company hereby agrees and acknowledges that 22NW, LP (together with its Affiliates, “22NW”)
is a professional investment organization, and as such reviews the business plans and related proprietary information of many
enterprises, some of which may compete directly or indirectly with the Company’s business (as currently conducted or as
currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, 22NW shall not
be liable to the Company for any claim arising out of, or based upon, (i) the investment by 22NW in any entity competitive with
the Company, or (ii) actions taken by any partner, officer, employee or other representative of 22NW to assist any such competitive
company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise,
and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve
(x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information
obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her
fiduciary duties to the Company. 


 


5.9 Termination
of Covenants. The covenants set forth in this Section 5, except for Subsections 5.6, and 5.7, shall
terminate and be of no further force or effect (i) immediately before the consummation of the IPO 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 the Certificate of Incorporation, whichever event occurs
first. 


 


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 100,000 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 2.9. 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, as a condition to the applicable transfer, establish 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. 


 




    	17



    	 



    

 


6.2 Governing
Law. This Agreement shall be governed by the internal law of the State of Delaware, without regard to conflict of law
principles that would result in the application of any law other than the law of the State of Delaware. 


 


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. 


 


(a)
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 Faber Daeufer & Itrato PC, 890 Winter Street, Suite 315, Waltham, MA 02451.


 


(b)
Consent to Electronic Notice. Each Investor and Key Holder consents to the delivery of any stockholder notice pursuant
to the Delaware General Corporation Law (the “DGCL”), as amended or superseded from time to time, by electronic transmission
pursuant to Section 232 of the DGCL (or any successor thereto) at the electronic mail address or the facsimile number set forth
below such Investor’s or Key Holder’s name on the Schedules hereto, as updated from time to time by notice to the
Company, or as on the books of the Company. To the extent that any notice given by means of electronic transmission is returned
or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected electronic
mail address has been provided, and such attempted Electronic Notice shall be ineffective and deemed to not have been given. Each
Investor and Key Holder agrees to promptly notify the Company of any change in such stockholder’s electronic mail address,
and that failure to do so shall not affect the foregoing.


 




    	18



    	 



    

 


6.6 Amendments
and Waivers. Any term of this Agreement may be amended, modified or terminated 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 with
the written consent of the Company and the holders of at least a majority of the Registrable Securities then outstanding; provided
that the Company may in its sole discretion waive compliance with Subsection 2.10(c) (and the Company’s failure
to object promptly in writing after notification of a proposed assignment allegedly in violation of Subsection 2.10(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, (a) this Agreement may not be amended, modified 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,
modification, 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) and (b) Subsections 3.1 and 3.2, Section 4
and any other section of this Agreement applicable to the Major Investors (including this clause (b) of this Subsection
6.6) may not be amended, modified, terminated or waived without the written consent of the holders of at least a majority
of the Registrable Securities then outstanding and held by the Major Investors. Further, this Agreement may not be amended,
modified or terminated, and no provision hereof may be waived, in each case, in any way which would adversely affect the
rights of the Key Holders hereunder in a manner disproportionate to any adverse effect such amendment, modification,
termination or waiver would have on the rights of the Investors hereunder, without also the written consent of the holders of
at least a majority of the Registrable Securities held by the Key Holders then providing servies to the Company as offiers,
directors, employees or consultants. Notwithstanding the foregoing, Schedule A hereto may be amended by the Company
from time to time to add transferees of any Registrable Securities in compliance with the terms of this Agreement without the
consent of the other parties; and Schedule A hereto may also be amended by the Company after the date of this
Agreement without the consent of the other parties to add information regarding any additional Investor who becomes a party
to this Agreement in accordance with Subsection 6.9. The Company shall give prompt notice of any amendment,
modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment,
modification, termination, or waiver. Any amendment, modification, 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. 


 


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. 


 




    	19



    	 



    

 


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, whether pursuant to the Purchase Agreement or otherwise, 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. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of
Delaware and to the jurisdiction of the United States District Court for the District of Delaware for the purpose of any
suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or
other proceeding arising out of or based upon this Agreement except in the state courts of Delaware or the United States
District Court for the District of Delaware, and (c) 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. 


 


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]


 




    	20



    	 



    

 


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


 


	 	ANEBULO
    PHARMACEUTICALS, INC.
	 	 
	 	By:	 
	 	Name:
    	Joseph
    F. Lawler
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	INVESTOR:
	 	 
	 	22NW,
    LP
	 	 
	 	By:	 
	 	Name:
    	Aron
    English
	 	Title:	President


 





SIGNATURE
PAGE TO INVESTORS’
RIGHTS AGREEMENT




 




    	 



    	 



    

 


SCHEDULE
A


 


Investors


 


22NW,
LP


 


1455
NW Leary Way, Ste 400


Seattle,
WA 98107