Exhibit 10.8


 


SUBSCRIPTION AGREEMENT


 


This Subscription Agreement (this “Agreement”)
has been entered into by and between the purchaser set forth on the Omnibus Signature Page hereof (the “Purchaser”)
and Olivia Ventures, Inc. (to be renamed “Compass Therapeutics, Inc.” upon consummation of the Merger (as defined below)),
a Delaware corporation (the “Company”) in connection with the private placement offering (the “Offering”)
by the Company.


 


RECITALS


 


A. The Company
is offering a minimum of 10,000,000 shares of the Company’s common stock, par value $0.0001 per share
(“Common Stock”), at a purchase price of $5.00 per share (the “Per Share Purchase
Price”), for an aggregate purchase price of approximately $50,000,000 (the “Minimum Offering
Amount”), and a maximum of 14,000,000 shares of Common Stock at the Per Share Purchase Price for an aggregate
purchase price of approximately $70,000,000 (the “Maximum Offering Amount”). The Company may also
sell an additional 2,000,000 shares of Common Stock at the Purchase Price for an aggregate Purchase Price of approximately
$10,000,000 to cover over-subscriptions (the “Over-Subscription Option”), in the event the Offering
is oversubscribed.


 


B.
The Initial Closing (as defined below) of no less than the Minimum Offering Amount, including the Minimum Insider Investment (as
defined below) is contingent upon, and shall be consummated simultaneously with, the closing of a merger in accordance with the
terms of that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”),
by and among the Company, Compass Acquisition Co., a Delaware limited liability company (“Merger-Sub”)
and wholly owned Subsidiary of the Company, Compass Therapeutics, LLC, a Delaware limited liability company (“Compass”),
BBV International Compass Inc., Biomatics – Compass, Inc., CHI II Blocker LLC and OrbiMed Private Investments V – KA
(Blocker), Inc. (the “Blockers”) and Eight Roads Investments (a Bermuda company), Biomatics Capital Partners,
L.P., and Cowen Healthcare Investments II LP, CHI EF II LP, and OrbiMed Private Investments V – KA (Feeder), LP (the “Blocker
Holders”) pursuant to which Merger-Sub will merge with and into Compass, with Compass surviving the merger
as a wholly owned Subsidiary of the Company (the “Merger”) and certain of the Company’s wholly-owned
subsidiaries (each, a “Blocker Mergersub”) will merge with and into the applicable Blocker, with each
Blocker surviving such merger as a wholly owned Subsidiary of the Company (the “Blocker Mergers”), and
pursuant to which all of the outstanding equity units of Compass will be cancelled in exchange for shares of the Company’s
Common Stock, and all outstanding Compass options, warrants and convertible notes, if any, will be either cancelled or assumed
by, or exchanged for new options, warrants and convertible notes to acquire Common Stock of, the Company, at the same ratio at
which outstanding equity units of Compass are exchanged, with appropriate adjustments to the per share exercise price thereof,
and otherwise on their original terms and conditions. The total number of shares of the Company’s Common Stock that will
be issued to pre-Merger equity holders of Compass or reserved for issuance upon exercise or conversion of pre-Merger warrants and
convertible notes of Compass, if any, will be 39,055,638 shares. In addition, as of the Closing, the Company will have an Equity
Incentive Plan (the “EIP”) reserving 2,930,836 shares of Common Stock, covering pre-Merger Compass options
to be assumed by, or exchanged for options of, the Company, as well as for the future issuance, at the discretion of the Board
of Directors, of options and other incentive awards to officers, key employees, consultants and directors of the Company and its
Subsidiaries. The number of shares initially reserved for issuance under the EIP will be increased annually on the first day of
each year beginning in 2022, at the discretion of the Board, in an amount equal to four percent (4%) of the shares of stock outstanding
(on an as-converted basis) on the last day of the immediately preceding year. Holders of Common Stock of the Company prior to the
Merger will retain in the aggregate 1,000,000 shares of Common Stock after the Merger. On or before the consummation of the Merger,
the Company will change its name to “Compass Therapeutics, Inc.”


 






     


     


    

 


C.
The Shares (as defined below) subscribed for pursuant to this Agreement have not been registered under the Securities Act of 1933,
as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or any state
or foreign securities Law. The Offering is being made on a reasonable best efforts basis to “accredited investors,”
as defined in Regulation D under the Securities Act, in reliance upon the exemption from securities registration afforded by Section 4(a)(2)
of the Securities Act and Rule 506 of Regulation D. For purposes of this Agreement, “Law” or “Laws”
means any federal, state, local or foreign or provincial statute, law (including, for the avoidance of doubt, any statutory, common,
or civil law), ordinance, rule, regulation, order, injunction, decree or agency requirement having the force of law or any undertaking
to or agreement with any Governmental Authority.


 


D.
The parties intend to treat the Merger, together with the Initial Closing and the Subsequent Closing, if relevant, as part of a
transaction that is described in Section 351(a) of the Internal Revenue Code of 1986, as amended (the “Code”)
to the extent property is exchanged for stock as described therein.


 


AGREEMENT


 


The Company and the
Purchaser hereby agree as follows:


 


1. Subscription.


 


(a) Purchase
and Sale of the Shares.


 


(i) Subject
to the terms and conditions of this Agreement, the Purchaser agrees to purchase, and the Company agrees to sell and issue to the
Purchaser, that number of Shares set forth on the Purchaser’s Omnibus Signature Page attached hereto at the Per Share Purchase
Price, for a total aggregate purchase price for the Shares as set forth on such Omnibus Signature Page (the “Purchase
Price”). The minimum subscription amount for each purchaser in the Offering is $25,000 (or 5,000 Shares). The Company
may accept subscriptions for less than $25,000 from any purchaser in the Offering in its sole discretion. Current officers, directors,
equity holders of Compass and their respective friends and family will purchase a minimum aggregate amount of $20,000,000 of Shares
in the Offering (the “Minimum Insider Investment”). For the purposes of this Agreement, “Shares”
means the shares of Common Stock issued and sold to the Purchaser hereunder in the Offering at the Initial Closing (as defined
below) and at any Subsequent Closing (as defined below).


 


(ii) In
connection with the Offering, the Company has entered or will enter into other subscription agreements in the same form and containing
the same terms and conditions as this Agreement for shares of Common Stock (“Other Shares”) (each, an
“Other Subscription Agreement”) with purchasers in the Offering other than the Purchaser (collectively,
“Other Purchasers”).


 






    2 


     


    

 


(b) Subscription
Procedure; Closing.


 


(i) Initial
Closing. Subject to the terms and conditions of this Agreement, the initial closing of the Offering shall take place upon the
satisfaction (or waiver as provided herein) of the conditions set forth in Section 5 and Section 6 of this Agreement (other than
those conditions that by their nature will be satisfied at the Closing, but subject to the satisfaction (or waiver as provided
herein) of such conditions) or at such other time and place as is mutually agreed to by the Company and the Placement Agents (as
defined below) contingent upon and simultaneously
with the closing of the Merger (the “Initial Closing” and the date that the Initial Closing occurs, the
“Initial Closing Date”). The Company shall provide written notice to the Purchaser of the date of the
Initial Closing at least three (3) Business Days prior to the Initial Closing.


 


(ii) Subsequent
Closings. If the Maximum Offering Amount is not sold at the Initial Closing, at any time prior to July 19, 2020, or at such
later date as the Company and Placement Agents may mutually agree, subject to the satisfaction (or waiver as provided herein) of
the conditions set forth in Section 5 and Section 6 of this Agreement (other than those conditions that by their nature will be
satisfied at the Closing, but subject to the satisfaction (or waiver as provided herein) of such conditions) (each a “Subsequent
Closing” and collectively the “Subsequent Closings” and the date that a Subsequent Closing
occurs, a “Subsequent Closing Date”), the Company may sell additional shares of Common Stock up to the
Maximum Offering Amount, and if there are over-subscriptions, additional shares of Common Stock may be sold at the Per Share Purchase
Price in connection with the Over-Subscription Option (collectively, the “Subsequent Closing Shares”)
to such persons as may be approved by the Company and who are reasonably acceptable to the Placement Agents, including the Purchaser.
Any Subsequent Closing Shares issued and sold to the Purchaser pursuant to this Section  1 (b) (ii) shall be deemed to be
“Shares” for all purposes under this Agreement. To the extent that any Shares are to be issued and sold
to the Purchaser at a Subsequent Closing, the Company shall provide written notice to the Purchaser of the date of any Subsequent
Closing at least three (3) Business Days prior to such Subsequent Closing.


 


The Initial
Closing and the Subsequent Closings, if any, shall be known collectively herein as the “Closings” or
individually as a “Closing.” The Initial Closing Date and the Subsequent Closing Dates are each referred
to herein as a “Closing Date”. Closings may take place remotely via the exchange by electronic transmission
of documents and signatures


 


(iii) Subscription
Procedure. To complete a subscription for the Shares, the Purchaser must fully comply with the subscription procedure provided
in subparagraphs (A) through (D) of this paragraph (iii) on or before the applicable Closing Date:


 


(A) Subscription
Documents. At or before the applicable Closing, the Purchaser shall review, complete and execute the Omnibus Signature Page
to this Agreement and the Registration Rights Agreement substantially in the form of Exhibit A hereto (the “Registration
Rights Agreement”), the Selling Securityholder Questionnaire (as defined in the Registration Rights Agreement),
the Investor Profile, Anti-Money Laundering Form and Accredited Investor Certification, attached hereto following the Omnibus Signature
Page (collectively, the “Subscription Documents”), and deliver the Subscription Documents to the party
indicated thereon at the address set forth under the caption “How to subscribe for Shares in the private offering of Olivia
Ventures, Inc.” below. Executed documents may be delivered to such party by facsimile or .pdf sent by electronic mail (e-mail).


 






    3 


     


    

 


(B) Purchase
Price. At or before the applicable Closing, the Purchaser shall deliver to Delaware Trust Company, in its capacity as
escrow agent (the “Escrow Agent”), under an escrow agreement among the Company, Compass, the
Placement Agents (as defined below) and the Escrow Agent (the “Escrow Agreement”) the full Purchase
Price (less the amount of any Transaction Expenses, if applicable) set
forth on the Purchaser’s Omnibus Signature Page attached hereto, by certified or other bank check or by wire
transfer of immediately available funds, pursuant to the instructions set forth under the caption “How to subscribe
for Shares in the private offering of Olivia Ventures, Inc.” below. Such funds will be held for the
Purchaser’s benefit in the escrow account established for the Offering (the “Escrow
Account”), without interest or offset.


 


(C) Termination.
This Agreement shall terminate automatically and be of no further force and effect, and any amounts deposited into the Escrow Account
by or on behalf of the Purchaser shall be returned to the Purchaser or its designee promptly, without interest or offset, if (i)
the Purchaser and the Company agree in writing to terminate this Agreement prior to the applicable Closing, (ii) the
subscription has been revoked in full by the Purchaser in accordance with Section 8, (iii) in the Purchaser’s
sole and absolute discretion, upon written notice to the Company, if the Initial Closing does not occur on or prior to June 26,
2020; (iv) in the Purchaser’s sole and absolute discretion, upon written notice to the Company, if any representation or
warranty of the Company set forth in Section 3 hereof shall be or shall have become inaccurate or the Company shall have
breached or failed to perform any of its covenants or other agreements set forth in this Agreement, which inaccuracy, breach or
failure to perform would give rise to the failure to satisfy any of the conditions set forth in Section 6(a) or Section
6(b) of this Agreement and which inaccuracy, breach or failure to perform cannot be cured by the Company or, if capable of
being cured, is not cured within two (2) Business Days of the Purchaser’s notice to the Company thereof; or (v) the Merger
Agreement is terminated pursuant to its terms. The Company shall promptly (and in any event within one (1) Business Day) provide
the Purchaser with written notice of the termination of the Merger Agreement.


 


(D) Company
Discretion. The Purchaser understands and agrees that, prior to the execution and delivery of this Agreement by the Company,
the Company in its sole discretion reserves the right to accept or reject this subscription for Shares, in whole or in part. The
Company and the Purchaser shall have no obligation hereunder until the Company shall execute and deliver to the Purchaser an executed
copy of this Agreement.


 






    4 


     


    

 


2. Placement
Agents. Raymond James & Associates, Inc., B. Riley FBR, Inc. and Katalyst Securities LLC (the “Placement
Agents”), each a U.S.-registered broker-dealer, have been engaged by the Company as placement agents, on a reasonable
best efforts basis, for the Offering. The Placement Agents, collectively, will be paid at each Closing from the Offering proceeds
a total cash commission of eight percent (8.0%) of the gross Purchase Price paid by the Purchaser and the gross aggregate purchase
price paid by all Other Purchasers in the Offering (the “Cash Fee”). The Company will also pay certain
expenses of the Placement Agents in connection with the Offering. Any sub-agent of the Placement Agent that introduces
investors to the Offering will be entitled to share in the Cash Fee attributable to those investors pursuant to the terms of an
executed sub-agent agreement.


 


3. Representations
and Warranties of the Company. Except (i) as set forth in the Disclosure Schedule delivered to the Purchaser concurrently
with the execution of this Agreement (the “Disclosure Schedule”), or (ii) as disclosed in the substantially
complete draft of the Current Report on Form 8-K describing the Merger, the Offering and the related transactions, including “Form
10 information” (as defined in Rule 144(i)(3) under the Securities Act), to be filed by the Company with the Securities and
Exchange Commission (the “SEC”) within four (4) Business Days (as defined below) after the closing of
the Merger and the initial Closing of the Offering (the “Super 8-K”) delivered to the Purchaser in accordance
with the terms of this Agreement (the “Draft Super 8-K”) (but excluding any disclosures (whether contained
under the heading “Risk Factors,” in any “forward-looking statements” disclaimer or in any other section)
to the extent they are cautionary, predictive or forward-looking in nature), the Company hereby represents and warrants to the
Purchaser, as of the date hereof and as of each applicable Closing
Date, the following (provided that, as used in this Section 3, the term “Subsidiaries” shall be construed to
include Compass in each case):


 


(a) Organization
and Qualification. The Company and each of its Subsidiaries is a corporation or limited liability company, as the case may
be, duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation,
and has the requisite corporate or limited liability company power to own, lease and operate its properties and to carry on its
business as currently conducted and as described in the Super 8-K. The Company and each of its Subsidiaries is duly qualified as
a foreign corporation or limited liability company, as the case may be, to do business and is in good standing in every jurisdiction
in which the nature of the business as currently conducted and as described in the Super 8-K makes such qualification necessary,
except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. For
purposes of this Agreement, “Material Adverse Effect” means any event, circumstance, development,
condition, occurrence, state of facts, change or effect that, individually or in the aggregate with any other event, circumstance,
development, condition, occurrence, state of facts, change or effect, has or would reasonably be expected to (x) prevent or materially
delay or materially impair the ability of the Company or its Subsidiaries to carry out its obligations under this Agreement or
(y) have any material adverse effect on the business, properties, assets, liabilities, operations or condition (financial or otherwise),
results of operations or future prospects of the Company and its Subsidiaries, taken as a whole; provided, however,
that for purposes of clause (y), none of the following shall be deemed in themselves, either alone or in combination, to constitute,
and none of the following shall be taken into account in determining whether there has been or would reasonably be expected to
have a “Material Adverse Effect”: (i) general financial, credit, capital market or regulatory conditions or any changes
therein (provided, however, that such effects do not affect the and its Subsidiaries taken as a whole disproportionately
as compared to the Company’s competitors), (ii) any effects alone or in combination that arise out of, or result from, directly
or indirectly from the announcement, pendency, execution or performance of this Agreement, the transactions contemplated hereby
or any action contemplated by this Agreement, (iii) acts of God, war (whether or not declared), disease, including the COVID 19
pandemic, the commencement, continuation or escalation of a war, acts of armed hostility, sabotage or terrorism or other international
or national calamity or any material worsening of such conditions (provided, however, that such changes do not affect
the Company or its Subsidiaries disproportionately as compared to the Company’s competitors), (iv) any matter disclosed in
the Disclosure Schedule or the draft of the Super 8-K (excluding any disclosures (whether contained under the heading “Risk
Factors,” in any “forward looking statements” disclaimer or in any other section) to the extent they are cautionary,
predictive or forward-looking in nature); (v) any failure by the Company or its Subsidiaries to meet any projections, budgets or
estimates of revenue or earnings (it being understood that the facts giving rise to such failure may be taken into account in determining
whether there has been a Material Adverse Effect (except to the extent such facts are otherwise excluded from being taken into
account by this proviso)), (vi) changes affecting the industry generally in which the Company or its Subsidiaries operates (provided,
however, that such changes do not affect the Company or its Subsidiaries disproportionately as compared to the Company’s
competitors), or (vii) changes in Law or GAAP (provided, however, that such changes do not affect the Company or
its Subsidiaries disproportionately as compared to the Company’s competitors). For purposes of this Agreement, “Subsidiary”
means, with respect to the Company, any corporation, partnership, limited liability company, joint venture or other legal entity
of any kind of which (i) 50% or more of the capital stock or other equity interests or voting power are, directly or indirectly,
controlled, owned or held by, or (ii) that is, at the time any determination is made, controlled (whether by voting power, Contract
or otherwise) by, in each case, the Company (either alone or through or together with one or more of its other Subsidiaries); provided,
that for all purposes of the representations and warranties of the Company set forth in this Agreement, whether made as
of the date hereof or as of the applicable Closing Date, Compass and its Subsidiaries shall be deemed to be Subsidiaries of the
Company regardless of whether the Merger has been consummated.


 






    5 


     


    

 


(b) Authorization,
Enforcement, Compliance with Other Instruments. (i) The Company and each of its Subsidiaries party thereto has the requisite
corporate or limited liability company power and authority to enter into and perform its obligations under this Agreement, the
Registration Rights Agreement, the Escrow Agreement and the Merger Agreement (collectively with all other documents, certificates
or instruments executed and delivered in connection with the transactions contemplated hereby or thereby, the “Transaction
Documents”) and to consummate the transactions contemplated thereby, including to issue the Shares, in
accordance with the terms hereof and thereof; (ii) the execution and delivery by the Company and each of its Subsidiaries
party thereto of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby,
including, without limitation, the issuance of the Shares, have been, or will be at the time of execution of such Transaction Document,
duly authorized by the Board of Directors or other applicable governing body of the Company or such Subsidiary, and no further
action, proceeding, consent, waiver or authorization is, or will be at the time of execution of each such Transaction Document,
required by or from the Company or any such Subsidiary, its respective Board of Directors or other governing body or its respective
stockholders or equityholders; (iii) this Agreement has been, and at the Closing each of the other Transaction Documents will
be when delivered at the Closing, duly executed and delivered by the Company and each of its Subsidiaries party thereto; and (iv) this
Agreement and the other Transaction Documents, when delivered at the Closing or at the closing of the Merger, as applicable, will
constitute the valid and binding obligations of the Company and its Subsidiaries party thereto enforceable against the Company
and its Subsidiaries party thereto in accordance with their terms, except as such enforceability may be limited by general principles
of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting
generally, the enforcement of creditors’ rights and remedies and, with respect to any rights to indemnity or contribution
contained in the Transaction Documents, as such rights may be limited by state or federal laws or public policy underlying such
laws.


 


(c) Capitalization.
As of the date hereof and without giving effect to the Merger, the authorized capital stock of the Company consists of 50,000,000
shares of Common Stock and 5,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”)
and there are 1,000,000 shares of Common Stock outstanding and no shares of Preferred Stock outstanding. Immediately following
the effective time of the Merger, but immediately before the Initial Closing, the authorized capital stock of the Company will
consist of 300,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock and the Company will have 40,055,638 shares
of Common Stock issued and outstanding and no shares of Preferred Stock issued and outstanding. All of the outstanding shares of
Common Stock and of the capital stock of each of the Company’s Subsidiaries have been duly authorized, validly issued and
are fully paid and non-assessable and free of preemptive or similar rights and other Liens. All of the issued and outstanding capital
stock of each Subsidiary of the Company are owned, directly or indirectly, by the Company, free and clear of any Liens. Immediately
after giving effect to the Merger and the Closing of the Minimum
Offering Amount or the Maximum Offering Amount (in each case, assuming no sales pursuant to the Over-Subscription Option), the
pro forma outstanding capitalization of the Company will be as set forth under “Pro Forma Capitalization”
in Schedule 3c. Immediately after giving effect to the
Merger and the Closing: (i) no shares of capital stock of the Company or any of its Subsidiaries will be subject to
preemptive rights or any other similar rights or any Liens suffered or permitted by the Company; (ii) except as set forth on Schedule
3c(ii), there will be no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible, exercisable or exchangeable into, any shares of capital stock of the
Company or any of its Subsidiaries, or any Contracts by which the Company or any of its Subsidiaries is or may become bound or
pursuant to which the Company or any of its Subsidiaries is otherwise obligated to issue additional shares of capital stock of
the Company or any of its Subsidiaries; (iii) there will be no outstanding debt securities of the Company or any of its Subsidiaries
other than indebtedness as set forth in Schedule 3c(iii); (iv) other than pursuant to the Registration Rights
Agreement or as set forth in Schedule 3c(iv), there will be no agreements or arrangements under which the Company
or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act; (v) there
will be no outstanding registration statements of the Company or any of its Subsidiaries, other than pursuant to the Registration
Rights Agreement; (vi) except as set forth in Schedule 3c(vi), there will be no securities or instruments
of the Company or any of its Subsidiaries containing anti-dilution or similar provisions, including the right to adjust the exercise,
exchange or reset price under such securities, that will be triggered by the issuance of the Shares as described in this Agreement;
(vii) no co-sale right, right of first refusal or other similar right will exist with respect to the Shares or the
issuance and sale thereof and (viii) no shares of Common Stock shall be reserved for issuance, other than 2,930,836 shares of Common
Stock reserved for issuance under the EIP. The Company has made available to the Purchaser true and correct copies of the Company’s
Certificate of Incorporation, as in effect as of the Initial Closing, and the Company’s Bylaws, as in effect as of the Initial
Closing, and the terms of all securities exercisable for Common Stock and the material rights of the holders thereof in respect
thereto other than stock options issued to officers, directors, employees and consultants. Except for the interests in the Company’s
Subsidiaries, neither the Company nor any of its Subsidiaries owns any equity interest or other interest of any nature in, or any
interest convertible, exchangeable, or exercisable for, equity interests or other interests of any nature in any other person.


 






    6 


     


    

 


(d) Issuance
of Shares. The Shares that are being issued to the Purchaser hereunder, when issued, sold and delivered in accordance with
the terms and upon payment the consideration set forth in this Agreement, will be duly and validly issued, fully paid and non-assessable,
and free of preemptive or similar rights, Taxes and other Liens with respect to the issuance thereof, and restrictions on transfer
other than restrictions on transfer under the Transaction Documents, applicable state and federal securities Laws and Liens created
by or imposed by the Purchaser. Assuming the accuracy of each of the representations and warranties of the Purchaser herein, the
offer, issuance and sale by the Company of the Shares is exempt from registration under the Securities Act.


 


(e) No
Conflicts. The execution, delivery and performance of each of the Transaction Documents by the Company, and the consummation
by the Company of the transactions contemplated hereby and thereby, including issuance and sale of the Shares in accordance with
this Agreement, have not and will not (i) result in a violation of the Certificate of Incorporation or the Bylaws (or equivalent
constitutive document) of the Company or any of its Subsidiaries; (ii) violate or conflict with, or result in a breach of
any provision of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or cancellation of, any Contract to which the Company or any
Subsidiary is a party, except for those which would not reasonably be expected to be material to the business of the Company and
its Subsidiaries, taken as a whole, or (iii) result in a violation of any Law applicable to the Company or any Subsidiary
or by which any property or asset of the Company or any Subsidiary is bound or affected, except for those which would not reasonably
be expected to be material to the business of the Company and its Subsidiaries, taken as a whole. Neither the Company nor any Subsidiary
is in violation of or in default under, any provision of its Certificate of Incorporation or Bylaws or any other constitutive documents.
Neither the Company nor any Subsidiary is in violation of any term of or in default under any Contract, judgment, decree or order
or any Law applicable to the Company or any Subsidiary, which violation or breach has been or would reasonably be expected to be
material to the business of the Company and its Subsidiaries, taken as a whole. Except as specifically contemplated by this Agreement
and as required under the Securities Act and any applicable state securities Laws, neither the Company nor any of its Subsidiaries
is required to obtain any Authorization of, or provide any notice to or make any filing or registration with, any Governmental
Authority in order for it to execute, deliver or perform any of its obligations under or contemplated by this Agreement or the
other Transaction Documents in accordance with the terms hereof or thereof, other
than (i) the filings required pursuant to Section 10(k), (ii) the filing of the registration statement contemplated by the Registration
Rights Agreement and (iii) the filing of a Notice of Exempt Offering of Securities on Form D with the SEC under Regulation D. Except
as set forth on Schedule 3e, neither the execution and delivery by the Company of the Transaction Documents,
nor the consummation by the Company of the transactions contemplated hereby or thereby, will require any notice, consent or waiver
under any Contract to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which
any of their assets or businesses is subject, except for any notice, consent or waiver the absence of which would not reasonably
be expected, individually or in the aggregate, to be material to the business of the Company and its Subsidiaries, taken as a whole.
All notices, consents, authorizations, orders, filings and registrations which the Company or any of its Subsidiaries is required
to deliver or obtain pursuant to the preceding two sentences have been or will be delivered or obtained or effected, and shall
remain in full force and effect, on or prior to the Closing.


 






    7 


     


    

 


(f) Absence
of Litigation. Except as set forth on Schedule 3f, there is no, and since the date that is two (2) years
prior to the date hereof (the “Lookback Date”) there has not been any, action, suit, claim, inquiry,
notice of violation, arbitration, petition, charge, citation, summons, subpoena, proceeding (including any partial proceeding such
as a deposition) or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in
equity, before or by any Governmental Authority (an “Action”) pending or threatened in writing or, to
the knowledge of the Company, threatened orally, against or affecting the Company or any of its Subsidiaries or any of their respective
officers or directors or any of their respective assets or businesses, which has or would be reasonably likely to (i) adversely
affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement
or any of the other Transaction Documents or (ii) be material to the business of the Company and its Subsidiaries, taken as a whole.
For the purpose of this Agreement, the knowledge of the Company means the knowledge of the officers of the Company (for the avoidance
of doubt, after giving effect to the Merger) and Compass, in each case, both actual or knowledge that they would have had upon
reasonable inquiry of the personnel of the Company or Compass, as applicable responsible for the applicable subject matter. Neither
the Company nor any of its Subsidiaries is, and since the Lookback Date has not been, subject to any judgment, decree, or order
which has been, or would reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a
whole.


 


(g) Acknowledgment
Regarding Purchaser’s Purchase of the Shares. The Company acknowledges and agrees that the Purchaser is acting solely
in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
hereby and thereby. The Company further acknowledges that the Purchaser are not acting as a financial advisor or fiduciary of the
Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any
advice given by the Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions
contemplated thereby is merely incidental to the Purchaser’s purchase of the Shares.


 


(h) No
General Solicitation. Neither the Company, nor any of its Affiliates (as
defined below), nor, to the knowledge of the Company, any person acting on its or their behalf, has engaged in any form
of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the
Shares. “Affiliate” means, with respect to any person, any other person that, directly or indirectly
through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used
in and construed under Rule 144 under the Securities Act (“Rule 144”). With respect to the Purchaser,
any investment fund or managed account that is managed on a discretionary basis by the same investment manager as the Purchaser
will be deemed to be an Affiliate of the Purchaser.


 


(i) No
Integrated Offering. Neither the Company, nor any of its Affiliates, nor to the knowledge of the Company, any person acting
on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any
security, under circumstances that would eliminate the availability of the exemption from registration under Regulation D or afforded
by Section 4(a)(2) of the Securities Act in connection with the Offering of the Shares contemplated hereby or cause this Offering
of the Shares to be integrated with prior offerings by the Company for purposes of the Securities Act.


 






    8 


     


    

 


(j) Employee
Relations. Since the Lookback Date, there has been no actual or threatened in writing, or to the knowledge of the Company,
threatened orally, labor dispute, work stoppage, request for representation, union organizing activity, or unfair labor practice
charges involving the employees of the Company or any of its Subsidiaries. Neither Company nor any Subsidiary is party to any collective
bargaining agreement. The Company’s and/or its Subsidiaries’ employees are not members of any union, and the Company
believes that its and its Subsidiaries’ relationship with their respective employees is good.


 


(k) Intellectual
Property Rights. Except as set forth on Schedule 3k, the Company and each of its Subsidiaries exclusively
owns, possesses, or has valid and enforceable rights to use, license, and exploit all Intellectual Property used in, necessary
or advisable for the conduct of the Company’s and its Subsidiaries’ business as currently conducted and as described
in the Super 8-K, except for a failure to own, possess or have such rights that would not reasonably be expected to result in a
Material Adverse Effect. There are no unreleased liens or security interests which have been filed, or which the Company has received
notice of, against any of the Intellectual Property owned by the
Company. All Intellectual Property owned by the Company or its Subsidiaries, and all Contracts pursuant to which the Company or
its Subsidiaries license Intellectual Property, are valid and enforceable, and the Company and its Subsidiaries are in full compliance
with all such Contracts except as would not reasonably be expected to result in a Material Adverse Effect. Furthermore, except
as has not been and would not reasonably be expected to result
in a Material Adverse Effect, since the Lookback Date: (A) to the
Company’s knowledge, there has been no infringement, misappropriation or violation by third parties of any such Intellectual
Property of the Company or its Subsidiaries; (B) there has been no Action pending or threatened in writing (or to the Company’s
knowledge, threatened orally) by others challenging the Company’s or any of its Subsidiaries’ ownership of or any rights
in or to any such Intellectual Property; (C) the Intellectual Property owned by the Company and its Subsidiaries and, to the
Company’s knowledge, the Intellectual Property licensed to the Company and its Subsidiaries, has not been adjudged invalid
or unenforceable, in whole or in part, and there has been no Action pending or threatened in writing (or to the Company’s
knowledge, threatened orally) by others challenging the validity, enforceability or scope of any such Intellectual Property; (D) there
has been no Action pending or threatened in writing (or to the Company’s knowledge, threatened orally) by others that the
Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary
rights of others, and neither the Company nor any of its Subsidiaries has received any written notice of such Action; and (E) to
the Company’s knowledge, no employee of the Company or any of its Subsidiaries has violated any term of any employment Contract,
patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement,
nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such
employee’s employment with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with
the Company or any of its Subsidiaries. The Company and its Subsidiaries have complied in all material respects with 37 C.F.R.
Section 1.56. The consummation of the transactions contemplated hereby or by the other Transaction Documents will not result in
the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in
respect of, the Company or any of its Subsidiaries’ right to own, use or hold for use any Intellectual Property as owned,
used or held for use in the conduct of the Company’s and its Subsidiaries’ business as currently conducted and as described
in the Super 8-K, except as would not reasonably be expected to be material to the business of the Company and its Subsidiaries,
taken as a whole. The rights of the Company and each of its Subsidiaries in their Intellectual Property are valid, subsisting and
enforceable, except as would not reasonably be expected to be material to the business of the Company and its Subsidiaries, taken
as a whole. The Company and each of its Subsidiaries has taken reasonable steps to maintain their Intellectual Property and to
protect and preserve the confidentiality of all of their Trade Secrets. To the Company’s knowledge, there has not been any
disclosure or access to any Trade Secrets of the Company and each of its Subsidiaries by any unauthorized person. The Company and
each of its Subsidiaries have taken and continue to take commercially reasonable measures, at least consistent with prevailing
industry practice, to ensure that all personal information in their possession, custody or control is protected against loss and
against unauthorized, access, use, modification, disclosure or other misuse. “Intellectual Property”
shall mean any and all rights title and interest in, arising out of, or associated with any intellectual or intangible property,
whether protected, created or arising in any jurisdiction throughout the world, including the following: (a) issued patents and
patent applications (whether provisional or non-provisional), including divisionals, continuations, continuations-in-part, substitutions,
reissues, reexaminations, extensions, or restorations of any of the foregoing, and other Governmental Authority (as defined below)
issued indicia of invention ownership (including certificates of invention, petty patents, and patent utility models) (“Patents”);
(b) trademarks, service marks, brands, certification marks, logos, trade dress, slogans, trade names, and other similar indicia
of source or origin, together with the goodwill connected with the use of and symbolized by, and all registrations, applications
for registration, and renewals of, any of the foregoing (“Trademarks”); (c) copyrights and works of authorship,
whether or not copyrightable, and all registrations, applications for registration, and renewals of any of the foregoing (“Copyrights”);
(d) internet domain names and social media account or user names (including “handles”), whether or not
Trademarks, all associated web addresses, URLs, websites and web pages, social media sites and pages, and all content and data
thereon or relating thereto, whether or not Copyrights; (e) mask works, and all registrations, applications for registration, and
renewals thereof; (f) industrial designs, and all Patents, registrations, applications for registration, and renewals thereof;
(g) trade secrets, know-how, inventions (whether or not patentable), discoveries, improvements, technology, business and technical
information, databases, data compilations and collections, tools, methods, processes, techniques, and other confidential and proprietary
information and all rights therein (“Trade Secrets”); (h) computer programs, operating systems, applications,
firmware and other code, including all source code, object code, application programming interfaces, data files, databases, protocols,
specifications, and other documentation thereof; (i) rights of publicity; and (j) all other intellectual or industrial property
and proprietary rights.


 






    9 


     


    

 


(l) Environmental
Laws.


 


(i) Except
as would not reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole: (x) the
Company and each Subsidiary is in compliance and has complied with all applicable Environmental Laws (as defined below); (y) the
Company or its applicable Subsidiary is in possession of all Authorizations required pursuant to Environmental Laws to conduct
their respective businesses as currently conducted and as described in the Super 8-K and (z) the Company or its applicable Subsidiary
is in material compliance with all terms and conditions of such Authorizations. There is no Action pending or threatened in writing
(or to the Company’s knowledge, threatened orally) relating to any violation or noncompliance with any Environmental Law
involving the Company or any Subsidiary. For purposes of this Agreement, “Environmental Law” means any
national, state, provincial or local Law, statute, rule or regulation or the common law relating to the environment or occupational
health and safety, including without limitation any statute, regulation, administrative decision or order pertaining to (A) treatment,
storage, disposal, generation and transportation of Hazardous Substances; (B) air, water and noise pollution; (C) groundwater
and soil contamination; (D) the release or threatened release into the environment of industrial, toxic or hazardous materials
or substances, or solid or hazardous waste, including without limitation emissions, discharges, injections, spills, escapes or
dumping of pollutants, contaminants or chemicals; (E) the protection of wild life, marine life and wetlands, including without
limitation all endangered and threatened species; (F) storage tanks, vessels, containers, abandoned or discarded barrels,
and other closed receptacles; (G) health and safety of employees and other persons; and (H) manufacturing, processing,
using, distributing, treating, storing, disposing, transporting or handling of Hazardous Substances. As used above, the terms “release”
and “environment” shall have the meaning set forth in the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended.


 


(ii) None
of the Company or any of its Subsidiaries has any liability or obligation under any Environmental Law with respect to any release,
spill, emission, leaking, pumping, pouring, emptying, leaching, escaping, dumping, injection, deposit, discharge or disposing of
any Hazardous Substance in, onto or through the environment, except as would not reasonably be expected to have a Material Adverse
Effect. “Hazardous Substances” means all materials, wastes, or substances defined by, or regulated under,
any Environmental Laws, including as a hazardous waste, hazardous material, hazardous substance, extremely hazardous waste, restricted
hazardous waste, contaminant, pollutant, toxic waste, or toxic substance, and specifically including petroleum and petroleum products,
asbestos, radon, lead, toxic mold, radioactive materials, and polychlorinated biphenyls.


 






    10 


     


    

 


(m) Authorizations;
Regulatory Compliance. The Company and each of its Subsidiaries holds, and is operating in compliance with, all authorizations,
licenses, permits, approvals, clearances, registrations, exemptions, consents, certificates, waivers, filings, qualifications and
orders of the U.S. Food and Drug Administration (“FDA”),
its foreign counterparts and any other entity or body exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to United States federal, state or local government or foreign, international, multinational or other
governmental, including any department, commission, board, agency, bureau, official or other regulatory, administrative or judicial
or arbitral authority thereto (including attorneys general, tribunals, bureaus and quasi-governmental entities) (each a “Governmental
Authority”) and supplements and amendments thereto (collectively, “Authorizations”)
required for the conduct of its business as currently conducted and as described in the Super 8-K,
or that are otherwise material to the business of the Company and its Subsidiaries, in all applicable jurisdictions, except
as would not reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole. All Authorizations
held by the Company or its Subsidiaries are valid and in full force and effect. Neither the Company nor any of its Subsidiaries
is in material violation of any terms of any such Authorizations; and neither the Company nor any of its Subsidiaries has received
written notice from any Governmental Authority of any revocation or modification of any such Authorization, or written notice (or
to the Company’s knowledge, oral notice) that such revocation or modification is being considered, except to the extent that
any such revocation or modification would not be reasonably expected to be material to the business of the Company and its Subsidiaries,
taken as a whole. The Company and each of its Subsidiaries is in compliance, and has since the Lookback Date been in compliance,
with all applicable federal, state, local and foreign Laws, including such Laws applicable to the manufacture, distribution, import
and export of regulated products and component parts and ingredients, except as would not reasonably be expected to be material
to the business of the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries has received
any Form FDA 483, warning letter, untitled letter or other correspondence or written notice from any Governmental Authority, alleging
or asserting noncompliance with the Federal Food, Drug, and Cosmetic Act (21 U.S.C. § 301 et seq.) (“FDCA”)
or comparable foreign Laws. Neither the Company nor any of its Subsidiaries has been notified, either orally or in writing, by
any Governmental Authority that a clinical study has been put on hold or may be put on hold. The Company and each of its Subsidiaries,
and to the Company’s knowledge, each of their respective directors, officers, employees and agents, is and has been in material
compliance with applicable health care Laws, including, to the extent applicable, without limitation, the FDCA, the federal Anti-Kickback
Statute (42 U.S.C. § 1320a-7b(b)), the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. §
1320d et seq.), as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (42 U.S.C. §
17921 et seq.), and the regulations promulgated pursuant to such Laws, and comparable state Laws and foreign Laws (collectively,
“Health Care Laws”). Neither the Company nor any of its Subsidiaries has received written notice (or
to the Company’s knowledge, oral notice) of any ongoing claim, action, suit, proceeding, hearing, enforcement, investigation,
arbitration or other action from any Governmental Authority or third party alleging that any product operation or activity is in
material violation of any Health Care Laws or any Authorizations. The Company and each of its Subsidiaries has filed, obtained,
maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements
or amendments thereto as required by any Health Care Laws or any Authorizations and all such reports, documents, forms, notices,
applications, records, claims, submissions and supplements or amendments were complete, correct and not misleading on the date
filed in all material respects (or were corrected or supplemented by a subsequent submission). Neither the Company nor any of its
Subsidiaries has, either voluntarily or involuntarily, initiated, conducted, or issued or caused to be initiated, conducted or
issued, any other notice or action relating to any alleged product defect or violation and, to the Company’s knowledge, no
third party has initiated or conducted any such notice or action relating to any of the Company’s products in development.
Neither the Company nor any of its Subsidiaries is a party to any corporate integrity agreement, deferred prosecution agreement,
monitoring agreement, consent decree, settlement order, or similar agreements, or has any reporting obligations pursuant to any
such agreement, plan or correction or other remedial measure entered into with any Governmental Authority.


 


(n) Title.
Neither the Company nor any of its Subsidiaries owns any real property. Except as set forth on Schedule 3n,
each of the Company and its Subsidiaries has good and marketable title to all of its personal property and other tangible assets
(i) purportedly owned or used by them as reflected in the SEC Reports,
as of their respective dates, or (ii) necessary for the conduct of their business as currently conducted
and as described in the Super 8-K, free and clear of any legal or equitable, specific or floating, lien (statutory or otherwise),
restriction, mortgage, deed of trust, pledge, lien, security interest, restrictive covenant, or other adverse right, charge, claim
or encumbrance of any kind or nature whatsoever (collectively, “Liens”),
except for Liens which would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule
3n, with respect to properties and assets it leases, each of the Company and its Subsidiaries is in compliance with such
leases and holds a valid leasehold interest free of any Liens, except
for such Liens which would not reasonably be expected to have a Material Adverse Effect.


 






    11 


     


    

 


(o) Tax
Status. The Company and each Subsidiary has timely made and filed (taking into account any valid extensions) all federal and
state income and all other material returns, declarations, reports, elections, designations, or information returns or statements
relating to Taxes, including any schedules or attachments thereto and any amendments thereof (collectively, “Tax Returns”)
required to be made or filed by it or with respect to it by any jurisdiction to which it is subject. Such Tax Returns accurately
reflect, in all material respects, the Tax liabilities of the Company and its Subsidiaries (other than Taxes not yet due and payable).
The Company and each Subsidiary has timely paid all income Taxes and all other material Taxes and other material governmental assessments
and material charges, shown or determined to be due on such returns, reports and declarations, except those being contested in
good faith and for which the Company and its Subsidiaries have adequately reserved and accrued for in accordance with GAAP and
has reserved and accrued on its books provisions in accordance with GAAP that are reasonably adequate for the payment of all material
taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid Taxes in
any material amount claimed to be due from the Company or any Subsidiary by the taxing authority of any jurisdiction, and to the
Company’s knowledge, there is no basis for any such claim. There are no, and since the Lookback Date there have been no,
pending or threatened in writing (or to the Company’s knowledge, threatened orally) Actions by the taxing authority of any
jurisdiction against the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to, or
otherwise bound by, any Tax indemnity, Tax sharing or Tax allocation agreement (but not including any agreement whose primary subject
matter is not Taxes) (a “Tax Agreement”). The Company is not a “United States real property holding corporation”
within the meaning of Section 897(c) of the Code. For purposes of this Agreement, “Tax” or “Taxes”
means (i) any and all U.S. federal, state, local, or non-U.S. taxes, assessment, levy or other charges, including net or gross
income, gross receipts, net proceeds, estimated, sales, use, ad valorem, value added, franchise, license, withholding, payroll,
employment, excise, property (including both real and personal), unclaimed property remittance/escheat, deed, stamp, alternative
or add-on minimum, occupation, severance, unemployment, social security, workers’ compensation, capital, premium, windfall
profit, environmental, custom duties, fees, transfer and registration taxes, and any governmental charges in the nature of a tax
imposed by a Governmental Authority, (ii) any liability for the payment of any amounts of any of the foregoing types as a result
of being a member of an affiliated, consolidated, combined or unitary group, or being a party to any agreement or arrangement whereby
liability for payment of such amounts was determined or taken into account with reference to the liability of any other person
and (iii) any liability for the payment of any amounts as a result of being a party to any Tax Agreement.


 


(p) Certain
Transactions. None of the direct or indirect equityholders, stockholders, controlling persons, partners, managers, members,
officers, directors, employees, general or limited partners or assignees (each, a “Related Party”) of
the Company or any Subsidiary is presently, or has since the Lookback Date been, a party to any Contract or transaction with the
Company or any Subsidiary (other than for services as employees, officers and directors), including any Contract providing for
the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments
to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other
entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.
All transactions that would be required to be disclosed by the Company pursuant to Item 404 of Regulation S-K promulgated
under the Securities Act are disclosed in the SEC Reports (or are disclosed in the Draft Super 8-K and will be disclosed in
the Super 8-K) in accordance with Item 404 of Regulation S-K.


 






    12 


     


    

 


(q) Rights
of First Refusal. Except as set forth on Schedule 3q, the Company is not obligated to offer the securities
offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or
former stockholders of the Company, underwriters, brokers, agents or other third parties.


 


(r) Insurance.
The Company and its Subsidiaries have insurance policies of the type and in amounts customarily carried by organizations conducting
businesses or owning assets similar to those of the Company and its Subsidiaries, and in any event maintain insurance policies
in amounts as required by applicable Law or any Contract to which the Company or its Subsidiaries is a party or to which any of
its assets or businesses is subject. All such insurance policies are in full force and effect and binding and enforceable in accordance
with their terms, and all premiums due and payable thereon have been timely paid in full. Neither the Company nor any of its Subsidiaries
is in default with respect to its obligations under any such insurance policy, nor has there been any failure to give any notice
or present any claim under any such insurance policy in due and timely fashion except as would not, individually or in the aggregate,
reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole. There is no material
claim pending under any such policy as to which coverage has been questioned, denied or disputed by the underwriter of such policy
and there has been no notice of cancellation of nonrenewal of any such insurance policy received by the Company or any of its Subsidiaries.
Since the Lookback Date, no limits on any insurance policy of the Company or any of its Subsidiaries have been exhausted, materially
eroded or materially reduced.


 


(s) SEC
Reports. The Company has timely filed or furnished , as applicable, all reports, proxy statements, schedules, forms, statements,
certifications and other documents (including exhibits and all other information incorporated by reference therein) required to
be filed or furnished by the Company under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder (the “Exchange Act”) (together with the Super 8-K, the “SEC Reports”)
since the Lookback Date (or such shorter period since the Company was first required by Law or regulation to file such material).
The Draft Super 8-K  will not materially deviate from the Super 8-K as filed with the SEC. The Draft Super 8-K complies,
the Super 8-K when filed will comply, and the other SEC Reports at the time they were filed complied, in all material respects
with the Securities Act or the Exchange Act, as applicable. There are no Contracts that are required to be described in the SEC
Reports and/or to be filed as exhibits thereto that were not described, in all material respects, and/or filed as required. There
has not been any material change or amendment to, or any waiver of any material right under, any such Contract that has not been
described in and/or filed as an exhibit to the SEC Reports. There are
no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the SEC Reports. None of the
SEC Reports is the subject of an ongoing SEC review. There are no SEC inquiries or investigations, other governmental inquiries
or investigations or internal investigations pending or threatened in writing (or, to the Company’s knowledge, threatened
orally), in each case regarding any accounting practice of the Company.


 






    13 


     


    

 


(t) Financial
Statements.


 


(i) (A)
The audited consolidated financial statements of Compass for the
fiscal year ended December 31, 2019, the unaudited interim consolidated
financial statements of Compass for the quarter ended March 31, 2020 and the unaudited pro forma consolidated financial statements
of the Company (after taking into effect the Merger) (including, in each case, the notes thereto) included in the SEC Reports
comply in all material respects with GAAP and the rules and regulations of the SEC with respect thereto as in effect at the time
of filing and (B) true and complete copies of the consolidated audited financial statements of Compass and its Subsidiaries
consisting of the balance sheets of the Company and its Subsidiaries as at December 31, 2017 and December 31, 2018 and
the related statements of income and retained earnings, owners’ equity and cash flow for the years then ended including,
in each case, the notes thereto, have been made available to the Purchaser (the financial statements referenced in the foregoing
clauses (i) and (ii), the “Financial Statements”). The Financial Statements have been prepared in accordance
with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the
periods involved and include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation
of the consolidated financial condition of the entities or business to which they relate as of the date thereof, subject, in the
case of the unaudited interim consolidated financial statements of Compass
for the quarter ended March 31, 2020, to normal year-end adjustments that will not, individually or in the aggregate, be
material and the absence of notes, and fairly present in all material respects the financial position of Compass and its Subsidiaries
taken as a whole, or the Company and its consolidated Subsidiaries taken as a whole, as applicable, as of and for the dates thereof
and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit
adjustments that will not, individually or in the aggregate, be material. The pro forma financial information and the related notes,
if any, included in the SEC Reports have been properly compiled and prepared in accordance with the applicable requirements of
the Securities Act and fairly present in all material respects the information shown therein, and the assumptions used in the preparation
thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred
to therein.


 


(ii) The
Company (A) maintains a standard system of accounting established and administered in accordance with GAAP and (B) has established
and maintains a system of internal controls over financial reporting designed to provide reasonable assurance regarding the reliability
of the financial reporting and the preparation of the Financial Statements for external purposes in accordance with GAAP. There
(x) are no significant deficiencies or weaknesses in any system of internal accounting controls used by each of the Company’s
Subsidiaries, (y) has not since the Lookback Date been any fraud or other unlawful act on the part of any of management or other
employees of the Company and each of its Subsidiaries who have a role in the preparation of Financial Statements or the internal
accounting controls used by the Company and each of its Subsidiaries related to such preparation or controls and (z) has not since
the Lookback Date been any claim or allegation regarding any of the foregoing.


 


(iii) Neither
the Company nor any of its Subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise) other than (A)
liabilities disclosed on the audited balance sheet (including the notes thereto) or the interim balance sheet (including the notes
thereto) and (B) liabilities that have been incurred since the
date of the latest balance sheet of the Company and the latest balance sheet of Compass included in the Financial Statements in
the ordinary course of business, which liabilities, individually or in the aggregate, are not material to the business of the Company
and its Subsidiaries (taken as a whole).


 






    14 


     


    

 


(u) Material
Changes.  Except for the transactions
contemplated hereby or in the Merger Agreement, since the date of the latest balance sheet of the Company and the latest
balance sheet of Compass included in the financial statements contained within the SEC Reports, except as set forth on Schedule
3(u), (i) there have been no events, occurrences or developments that have had or would reasonably be expected to
have a Material Adverse Effect with respect to the Company or Compass, (ii) there have not been any changes in the assets,
financial condition, business or operations of the Company or Compass from that reflected in the financial statements contained
within the SEC Reports except changes in the ordinary course of business which have not been, either individually or in the aggregate,
materially adverse to the business, properties, financial condition, results of operations or future prospects of the Company or
Compass, (iii) none of the Company or Compass or any of their respective Subsidiaries has altered its method of accounting or the
manner in which it keeps its accounting books and records, and (iv) none of the Company or Compass or any of their respective
Subsidiaries has declared or made any dividend or distribution of cash or other property to its stockholders or equityholders or
purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with
repurchases of unvested stock issued to employees of the Company). The
Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect
to the transactions contemplated hereby to occur at the Initial Closing, will not be Insolvent (as defined below). “Insolvent”
means, with respect to the Company, on a consolidated basis with its Subsidiaries, (i) the present fair saleable value of the Company’s
and its Subsidiaries’ assets is less than the amount required to pay the Company’s and its Subsidiaries’ total
indebtedness, (ii) the Company and its Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or
otherwise, as such debts and liabilities become absolute and matured or (iii) the Company and its Subsidiaries intend to incur
or believe that they will incur debts that would be beyond their ability to pay as such debts mature.


 


(v) Disclosure
Controls. The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-14 and 15d-15 under
the Exchange Act) and such controls and procedures are effective in ensuring that material information relating to the Company,
including its Subsidiaries, is made known to the principal executive officer and the principal financial officer.


 


(w) Sarbanes-Oxley.
The Company is, and has been since the Lookback Date, to the extent applicable, in compliance in all material respects with all
of the provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it.


 


(x) Off-Balance Sheet
Arrangements. There is no transaction, arrangement, or other relationship between the Company or any Subsidiary and an unconsolidated
or other off-balance sheet entity that is required to be disclosed by the Company in its SEC Reports (including, for
purposes hereof, any that are required to be disclosed in a Form 10) and is not so disclosed.


 


(y) Foreign
Corrupt Practices. Neither the Company and its Subsidiaries, nor any of their respective directors, managers, officers, agents
or employees or other person acting on behalf of the Company or its Subsidiaries, has: (i) directly or indirectly, used any
funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity,
(ii) made any unlawful payment or offered anything of value to foreign or domestic government officials or employees or to
any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution
made by the Company or any of its Subsidiaries (or, to the Company’s knowledge, made by any person acting on their behalf)
which is in violation of Law or (iv) violated any applicable anti-terrorism Law or regulation, nor have any of them otherwise taken
any action which would reasonably cause the Company or any of its Subsidiaries to be in violation of the Foreign Corrupt Practices
Act of 1977, as amended, the UK Bribery Act of 2010, as amended, or any applicable Law of similar effect.


 






    15 


     


    

 


(z) Office
of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, manager,
officer, agent, employee or Affiliate of the Company or any Subsidiary is, or is acting under the direction of, on behalf of or
for the benefit of a person that is, or is owned or controlled by a person that is, currently subject to any U.S. sanctions administered
by the Office of Foreign Assets Control of the U.S. Treasury Department.


 


(aa)Money
Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with
applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970,
as amended, applicable money laundering Laws and applicable rules and regulations thereunder (collectively, the “Money
Laundering Laws”), and no Action by or before any Governmental Authority involving the Company or any Subsidiary
with respect to the Money Laundering Laws is pending or threatened in writing (or to the Company’s knowledge, threatened
orally).


 


(bb)Regulation
M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of,
any of the Securities, or (iii) paid or agreed to pay to any person any
compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and
(iii), compensation paid to the Company’s placement agent in connection with the placement of the Securities.


 


(cc)Privacy
and Data Security.


 


(i) “Business
Privacy and Data Security Policies” means all of the Company’s or one of its Subsidiaries’ present, internal
or public-facing policies, notices, and statements concerning the privacy, security, or Processing of Personal Information in the
conduct of the Business. “Personal Information” means any information that identifies or, alone or in
combination with any other information, could reasonably be used to identify, locate, or contact a natural person, including name,
street address, telephone number, email address, identification number issued by a Governmental Authority, credit card number,
bank information, customer or account number, online identifier, device identifier, IP address, browsing history, search history,
or other website, application, or online activity or usage data, location data, biometric data, medical or health information,
or any other information that is considered “personally identifiable information,” “personal information,”
or “personal data” under applicable Law, and all data associated with any of the foregoing that are or could reasonably
be used to develop a profile or record of the activities of a natural person across multiple websites or online services, to predict
or infer the preferences, interests, or other characteristics of a natural person, or to target advertisements or other content
to a natural person. “Privacy Laws” means all applicable Laws, orders, writs, judgments, injunctions,
decrees, stipulations, determinations or awards entered by or with any Governmental Authority, and binding guidance issued by any
Governmental Authority concerning the privacy, security, or Processing of Personal Information (including Laws of jurisdictions
where Personal Information was collected), including, as applicable, data breach notification Laws, consumer protection Laws, Laws
concerning requirements for website and mobile application privacy policies and practices, Social Security number protection Laws,
data security Laws, and Laws concerning email, text message, or telephone communications. Without limiting the foregoing, Privacy
Laws include the Health Insurance Portability and Accountability Act of 1996, as amended and supplemented by the Health Information
Technology for Economic and Clinical Health Act of the American Recovery and Reinvestment Act of 2009, the General Data Protection
Regulation (Regulation (EU) 2016/679), and all other similar international, federal, state, provincial, and local Laws. “Processing”
means any operation performed on Personal Information, including the collection, creation, receipt, access, use, handling, compilation,
analysis, monitoring, maintenance, storage, transmission, transfer, protection, disclosure, destruction, or disposal of Personal
Information.


 






    16 


     


    

 


(ii) The
Company and each of its Subsidiaries, and, to the Company’s knowledge, all vendors, processors, or other third parties acting
for or on behalf of the Company or any of its Subsidiaries in connection with the Processing of Personal Information or that otherwise
have been authorized to have access to Personal Information in the possession or control of the Company or any of its Subsidiaries,
comply and at all times since the Lookback Date have complied, with all of the following in the conduct of its business as currently
conducted and as disclosed in the Super 8-K: (A) Privacy Laws; (B) rules of self-regulatory organizations; (C) industry standards,
guidelines, and best practices; (D) the Business Privacy and Data Security Policies; and (E) all obligations or restrictions concerning
the privacy, security, or Processing of Personal Information under any Contract to which the Company or any of its Subsidiaries
is a party or otherwise bound as of the date hereof, in each case, except for violations that, individually or in the aggregate,
have not been and would not reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as
a whole.


 


(iii) Neither
the consummation of the Merger nor the execution, delivery and performance of this Agreement and the consummation of the transactions
contemplated hereby, does or will: (A) conflict with or result in a violation or breach of any Privacy Laws or Business Privacy
and Data Security Policies (as currently existing or as existing at any time during which any Personal Information was collected
or Processed by or for the Company or any of its Subsidiaries in the conduct of its business as now being conducted); or (B) require
the consent of or notice to any person concerning such person’s Personal Information, in each case, except as has not been
and would not reasonably be expected to have a Material Adverse Effect.


 


(iv) Since
the Lookback Date, (A) no Personal Information in the possession or control of the Company or any of its Subsidiaries, or to the
Company’s knowledge, held or Processed by any vendor, processor, or other third party for or on behalf of the Company or
any of its Subsidiaries, in the conduct of its business has been subject to any data or security breach or unauthorized access,
disclosure, use, loss, denial or loss of use, alteration, destruction, compromise, or Processing (a “Security Incident”),
and (B) neither the Company nor any of its Subsidiaries has notified and, to the Company’s knowledge, there have been no
facts or circumstances that would require the Company or any of its Subsidiaries to notify, any Governmental Authority or other
person of any Security Incident in the conduct of its business, in each case, except as has not been and would not reasonably be
expected to have a Material Adverse Effect.


 






    17 


     


    

 


(v) Since
the Lookback Date, neither the Company nor any of its Subsidiaries has received any notice, request, claim, complaint, correspondence,
or other communication in writing (or to the Company’s knowledge, orally) from any Governmental Authority or other person,
and to the Company’s knowledge there has not been any audit, investigation, enforcement action (including any fines or other
sanctions), or other Action relating to, any actual, alleged, or suspected Security Incident or violation of any Privacy Law involving
Personal Information in the possession or control of the Company or any of its Subsidiaries, or held or Processed by any vendor,
processor, or other third party for or on behalf of the Company or any of its Subsidiaries, in the conduct of its business, in
each case, except as has not been and would not reasonably be expected to be material to the business of the Company and its Subsidiaries,
taken as a whole.


 


(vi) In
the conduct of its business, the Company and each of its Subsidiaries has at all times since the Lookback Date implemented and
maintained, and required all vendors, processors, and other third parties that Process any Personal Information for or on behalf
of the Company or any of its Subsidiaries to implement and maintain, all security measures, plans, procedures, controls, and programs,
including written information security programs, to (A) identify and address internal and external risks to the privacy and security
of Personal Information in their possession or control; (B) implement, monitor, and improve adequate and effective administrative,
technical, and physical safeguards to protect such Personal Information and the operation, integrity, and security of its software,
systems, applications, and websites involved in the Processing of Personal Information; and (C) provide notification in compliance
with applicable Privacy Laws in the case of any Security Incident, in each case, except as has not been and would not reasonably
be expected to be material to the business of the Company and its Subsidiaries, taken as a whole.


 


(dd)Brokers’
Fees. Neither of the Company nor any of its Subsidiaries has any liability or obligation to pay any fees or commissions to
any broker, finder or agent with respect to the transactions contemplated by this Agreement, except for the payment of fees to
the Placement Agents as described in Section  2 above.


 


(ee)Disclosure
Materials. The SEC Reports and the Disclosure Materials, at the time filed or furnished, were (or in the case of the Super
8-K, will be) true and correct in all material respects and did not or will not contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. For the purposes of this Agreement, “Disclosure Materials”
means the Confidential and Non-Binding Summary Term Sheet of the Company previously provided to the Purchaser, and
any roadshow presentation delivered to the Purchaser in connection with the contemplated purchase of the Shares, each as
amended from time to time, relating to the Offering and any supplement or amendment thereto, and any disclosure schedule or other
information document, including the Disclosure Schedule, delivered to the Purchaser prior to its execution of this Agreement, and
any such document delivered to the Purchaser after its execution of this Agreement and prior to the closing of the Purchaser’s
subscription hereunder, including the Draft Super 8-K.


 






    18 


     


    

 


(ff)Investment
Company. The Company is not required to be registered as, and is not an Affiliate of, and immediately following the Closing
will not be required to register as, an “investment company” within the meaning of the Investment Company Act of 1940,
as amended.


 


(gg)Reliance.
The Company acknowledges that the Purchaser is relying on the representations and warranties (as modified by the disclosures on
the Disclosure Schedule or the Draft Super 8- K (excluding any disclosures (whether contained under the heading “Risk
Factors,” in any “forward-looking statements” disclaimer or in any other section) to the extent they are cautionary,
predictive or forward-looking in nature) made by the Company hereunder
and that such representations and warranties (as modified by the Disclosure Schedule or the Draft Super 8-K (excluding
any disclosures (whether contained under the heading “Risk Factors,” in any “forward-looking statements”
disclaimer or in any other section) to the extent they are cautionary, predictive or forward-looking in nature)
are a material inducement to the Purchaser purchasing the Shares. The
Company further acknowledges that without such representations and warranties of the Company made hereunder, the Purchaser would
not enter into this Agreement with the Company.


 


(hh)Bad Actor
Disqualification. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act
(a “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge, any Company
Covered Person, except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. “Company
Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated
under the Securities Act, any person listed in the first paragraph of Rule 506(d)(1). The Company represents that it has exercised
reasonable care to determine the accuracy of the representation made by the Company in this paragraph.


 


(ii) Anti-Dilution.
There are no securities or instruments issued by or to which the Company is a party as of the date hereof or as of the Closing
containing anti-dilution or similar provisions that will be triggered by the issuance of shares of Common Stock in connection with
the Offering or pursuant to any other Subscription Agreement entered into in connection with the Offering that have not been or
will not be validly waived on or prior to each Closing Date.


 


(jj)Other
Purchasers. The Company has not entered into any side letter or similar agreement with any Other Purchaser in connection with
such Other Purchaser’s direct or indirect investment in the Company other than the applicable Other Subscription Agreement.
Each Other Purchaser will enter into the applicable Other Subscription Agreement and no other side letters or similar agreements
with respect to its investment in the shares of Common Stock in connection with the Offering. Each Other Subscription Agreement
is in the same form and contains the same terms and provisions as this Agreement.


 


(kk)Leased
Real Property. There are no pending or, to the knowledge of the Company, any threatened condemnation proceedings, lawsuits
or other Actions relating to any real property leased by the Company or any of its Subsidiaries or any of the buildings, structures
and facilities located thereon (the “Leased Real Property”) or other matters affecting adversely the
current use, occupancy or value thereof. The Company and its applicable Subsidiaries enjoy quiet possession under all leases for
each parcel of Leased Real Property (each, a “Lease”) and no Leased Real Property under any such Lease
is subject to any Lien, easement, right-of-way, building or use restriction, exception, variance, reservation or limitation, as
might, in any material respect, interfere with or impair the present and continued use thereof by the Company or its Subsidiaries
in the usual and normal conduct of the business of the Company and its Subsidiaries.


 






    19 


     


    

 


(ll)Material
Contracts.


 


(i) “Material
Contracts” means any written or oral agreement, contract, commitment, arrangement, subcontract, license, sublicense,
lease, sublease, sales order, purchase order, indenture, mortgage, note, bond, letter of credit, warrant, instrument, obligation,
or understanding (collectively, including all amendments, supplements and modifications thereto, “Contracts”)
to which the Company or any of its Subsidiaries is a party or by which any of their respective assets or businesses are bound:


 


(A) that
is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated under the Securities
Act);


 


(B) that
is a joint venture, alliance, partnership or similar agreement that is material to the operation of the Company and its Subsidiaries,
taken as a whole;


 


(C) that
provides for payments to the Company or any of its Subsidiaries or includes future payment obligations of the Company or its Subsidiaries
outside of the ordinary course of business, in each case, in excess of $250,000 annually;


 


(D) that
creates a Lien on any material asset of the Company or any of its Subsidiaries;


 


(E) that
evidences indebtedness of the Company or any of its Subsidiaries;


 


(F) that
contains an exclusivity clause that restricts the Company or any of its Subsidiaries or a covenant not to compete in any line of
business with any person in any geographical area that restricts the Company or any of its Subsidiaries or that otherwise restricts
the Company or any of its Subsidiaries from freely providing products or services to any customer or potential customer, or that
restricts the right of the Company or any of its Subsidiaries to sell to or purchase from any other person;


 


(G) that
relates to the acquisition or disposition of any business (whether by merger, sale of stock or assets or otherwise) at any time
since the Lookback Date other than those related to the Company’s efforts to seek the acquisition of an operating company
prior to the acquisition of Compass Therapeutics LLC;


 


(H) that
is with any Related Party of the Company or any of its Subsidiaries;


 


(I) that
grants to the counterparty a right of first refusal, first offer or first negotiation outside of the ordinary course of business
of the Company, except for any such preemptive or similar rights in favor of the equityholders of Compass Therapeutics LLC that
will be terminated or extinguished in connection with the Merger;


 


(J) that
grants the other party or any third party “most favored nation” status or any similar rights;


 






    20 


     


    

 


(K) that
is a Lease;


 


(L) other
than in the ordinary course of business, (i) that grants any person a right to use Intellectual Property of the Company or any
of its Subsidiaries or (ii) that grants the Company or any of its Subsidiaries to use the Intellectual Property of another person;


 


(M) that
provides for indemnification to or from any person with respect to liabilities relating to the business of the Company or its Subsidiaries
or any former businesses of the Company or its Subsidiaries or any predecessor thereof; or


 


(N) that
is otherwise material to the business of the Company and its Subsidiaries, taken as a whole.


 


(ii) Each
Material Contract is the legal, valid and binding obligation of the Company or one of its Subsidiaries that is a party thereto,
and is enforceable against the Company or one of its Subsidiaries, as applicable, and, to the knowledge of the Company, the counterparties,
in accordance with its terms, other than, in all cases, Material Contracts that have expired, been terminated or superseded in
accordance with their terms following the date hereof. Neither the Company or any of its Subsidiaries, nor to the knowledge of
the Company, any counterparty, is in violation, breach or default under any such Contract or has improperly terminated, revoked
or accelerated any Material Contract and no event or condition exists or has occurred which, with the giving of notice or the lapse
of time or both, would, under any Material Contract, (A) constitute a breach or default by the Company or any of its Subsidiaries,
or to the knowledge of the Company, a counterparty, (B) give to the counterparty any rights of termination, acceleration or cancellation
of, (C) result in any obligation imposed on the Company or any of its Subsidiaries thereunder or a loss of a benefit in favor of
the Company or any of its Subsidiaries thereunder, (D) allow the imposition of any fees or penalties on the Company or any of its
Subsidiaries thereunder, require the offering or making of any payment or redemption by the Company or any of its Subsidiaries
thereunder or (E) give rise to any increased, guaranteed, accelerated or additional rights or entitlements to the counterparty
thereunder, in each case, except for (i) such breaches, defaults and events which would not reasonably be expected to have a Material
Adverse Effect, and (ii) any Material Contracts that will expire or terminate in accordance with their terms in connection with
or as contemplated by or directly related to the Merger Agreement and the transactions contemplated thereby, including to the extent
applicable, Contracts with the stockholders or investors of the Company or any of its Subsidiaries, indemnification agreements
with each of their respective directors or officers, employment, consulting agreements or equity award agreements with each of
their employees or other service providers. None of the Company or any of its Subsidiaries has received any written notice of the
intention of any person to terminate, fail to renew or materially and adversely modify any Material Contract.


 






    21 


     


    

 


(mm)Employee
Benefits.


 


(i)
“Benefit Plan” means any plan, program, arrangement or agreement that is a pension, profit-sharing, savings,
retirement, employment, consulting, severance pay, termination, executive compensation, incentive compensation, deferred compensation,
bonus, stock purchase, stock option, phantom stock or other equity-based compensation, change-in-control, retention, salary continuation,
vacation, sick leave, disability, death benefit, group insurance, hospitalization, medical, dental, life (including all individual
life insurance policies as to which the Company is the owner, the beneficiary, or both), Code Section 125 “cafeteria”
or “flexible” benefit, employee loan, educational assistance or fringe benefit plan, program, arrangement or agreement,
whether written or oral, including, without limitation, any (A) “employee benefit plan” within the meaning of Section
3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder (“ERISA”)
or (B) other employee benefit plans, agreements, programs, policies, arrangements or payroll practices, whether or not subject
to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transaction contemplated
by this Agreement or otherwise), which the Company or any of its Subsidiaries sponsors or maintains for the benefit of its current
or former officer, director, employee, leased employee, consultant or agent (or their respective beneficiaries), or with respect
to which the Company or any of its Subsidiaries has, or could reasonably be expected to have, any direct or indirect present or
future liability.


 


(ii) Each
Benefit Plan has been established, maintained and operated in all respects in accordance with its terms and in compliance with
all applicable provisions of applicable Laws, including Section 409A of the Code and the regulations and other guidance issued
thereunder, in each case, except as has not been and would not reasonably be expected to have, a Material Adverse Effect. There
are no investigations by any Governmental Authority, termination proceedings or other claims (except routine claims for benefits
payable under the Benefit Plans) or Actions pending in writing (or to the Company’s knowledge, orally) against any Benefit
Plan or asserting any rights to or claims for benefits under any Benefit Plan that would reasonably be expected to give rise to
any material liability. No non-exempt “prohibited transaction” (within the meaning of Section 406 of ERISA and Section
4975 of the Code) has occurred or is reasonably expected to occur with respect to any Benefit Plan. No Benefit Plan is (A) subject
to Section 412 of the Code, Title IV of ERISA or Section 302 of ERISA (including a “multiemployer” plan within the
meaning of Section 3(37) of ERISA), (B) a “multiple employer plan” as defined in Section 413(c) of the Code, or (C)
a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. No Benefit Plan is subject
to the Laws of any jurisdiction other than the United States.


 


(iii) Neither
the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby shall, in connection
with any other event(s), (i) result in any payment or benefit becoming due to any current or former employee, contractor or director
of the Company or its Subsidiaries or under any Benefit Plan, (ii) increase any amount of compensation or benefits otherwise payable
to any current or former employee, contractor or director of the Company or its Subsidiaries or under any Benefit Plan, (iii) result
in the acceleration of the time of payment, funding or vesting of any benefits to any current or former employee, contractor or
director of the Company or its Subsidiaries or under any Benefit Plan, (iv) limit the right to merge, amend or terminate any Benefit
Plan (except any limitations imposed by applicable Law, if any), or (v) give rise to any “excess parachute payment”
as defined in Section 280G(b)(l) of the Code, any excise tax owing under Section 4999 of the Code or any other amount that would
not be deductible under Section 280G of the Code.


 


4. Representations,
Warranties and Agreements of the Purchaser. The Purchaser represents and warrants to, and agrees with, the Company,
as of the date hereof and as of the applicable Closing Date, the following:


 


(a) The
Purchaser has the knowledge and experience in financial and business matters necessary to evaluate the merits and risks of its
prospective investment in the Company, and has carefully reviewed and understands the risks of, and other considerations relating
to, the purchase of Shares and the tax consequences of the investment.
The Purchaser has adequate means of providing for its current and anticipated
financial needs and contingencies, and is able to bear the economic risks of the investment for
an indefinite period of time and has no need for liquidity of the investment in the Shares. The
Purchaser can afford the loss of his, her or its entire investment.


 


(b) The
Purchaser is acquiring the Shares for investment for his, her or its own account and not with the view to, or for resale in connection
with, any distribution thereof. The Purchaser understands and acknowledges
that the Offering and sale of the Shares have not been registered under the Securities Act or any state securities Laws, by reason
of a specific exemption from the registration provisions of the Securities Act and applicable state securities Laws, which depends
upon, among other things, the bona fide nature of the investment intent as expressed herein. The
Purchaser further represents that he, she or it does not have any contract, undertaking, agreement or arrangement with any person
to sell, transfer or grant participation to any third person with respect to any of the Shares,
other than with respect to an Affiliate of the Purchaser. The Purchaser understands and acknowledges that the Offering of
the Shares will not be registered under the Securities Act nor under the state securities laws on the ground that the sale of the
Shares to the Purchaser as provided for in this Agreement and the issuance of securities hereunder is exempt from the registration
requirements of the Securities Act and any applicable state securities laws. The
Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D as promulgated by the SEC under the Securities
Act for the reason(s) specified on the Accredited Investor Certification attached hereto as completed by the Purchaser. The
Purchaser resides in the jurisdiction set forth on the Purchaser’s Omnibus Signature Page affixed hereto. If the Purchaser
is, with respect to the Company, (i) a predecessor of the Company; (ii) an affiliated issuer; (iii) a director, executive officer,
other officer participating in the offering, general partner or managing member of the Company; (iii) any beneficial owner of 20%
or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power; (iv) any promoter connected
with the Company in any capacity at the time of such sale; (v) any investment manager of the Company if the Company is a pooled
investment fund; (vi) any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers
in connection with the Offering; (vii) any general partner or managing member of any such investment manager or solicitor; or (viii)
any director, executive officer or other officer participating in the offering of any such investment manager or solicitor or general
partner or managing member of such investment manager or solicitor (each such category, a “Covered Person”),
the Purchaser has not taken any of the actions set forth in, and is not subject to, the disqualification provisions of Rule 506(d)(1)
of the Securities Act.


 






    22 


     


    

 


(c) The
Purchaser (i) if a natural person, represents that he or she is the greater of (A) 21 years of age or (B) the age of
legal majority in his or her jurisdiction of residence, and has full power and authority to execute and deliver this Agreement
and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation,
partnership, limited liability company, association, joint stock company, trust, unincorporated organization or other entity, represents
that such entity is duly organized, validly existing and in good standing under the Laws of the state or jurisdiction of its organization,
the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of applicable
Law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Agreement
and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the
Shares, the execution and delivery of this Agreement has been duly authorized by all necessary action, this Agreement has been
duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or (iii) if
executing this Agreement in a representative or fiduciary capacity, represents that he, she or it has full power and authority
to execute and deliver this Agreement in such capacity and on behalf of the subscribing individual, ward, partnership, trust, estate,
corporation, or limited liability company or partnership, or other entity for whom the Purchaser is executing this Agreement, and
such individual, partnership, ward, trust, estate, corporation, or limited liability company or partnership, or other entity has
full right and power to perform pursuant to this Agreement and make an investment in the Company, and represents that this Agreement
constitutes a legal, valid and binding obligation of such entity. The execution and delivery of this Agreement will not violate
or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Purchaser is a party or
by which it is bound, except for any violation or conflict that, individually or in the aggregate, has not had and would not reasonably
be expected to have a material adverse effect on the ability of the Purchaser to perform its obligations under this Agreement and
the other Transaction Documents or to consummate any transactions contemplated hereby or thereby.


 


(d) The
Purchaser understands that the Shares are being offered and sold to him, her or it in reliance on specific exemptions from the
registration requirements of United States federal and state securities Laws and that the Company is relying in part upon the truth
and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings
of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser
to acquire such securities. The Purchaser further acknowledges and understands that the Company is relying on the representations
and warranties made by the Purchaser hereunder and that such representations and warranties are a material inducement to the Company
to sell the Shares to the Purchaser. The Purchaser further acknowledges that without such representations and warranties of the
Purchaser made hereunder, the Company would not enter into this Agreement with the Purchaser.


 


(e) The
Purchaser understands that, other than as expressly provided in
the Registration Rights Agreement, the Company does not currently intend to register the Shares under the Securities Act at any
time in the future; and the undersigned will not immediately be entitled to the benefits of Rule 144 with respect to the Shares.
The Purchaser understands that no public market exists for the Company’s Common Stock and that there can be no assurance
that any public market for the Common Stock will exist or continue to exist. The Company’s Common Stock is not approved for
quotation on OTC Markets or any other quotation system or listed on any exchange.


 


(f) The
Purchaser has received, reviewed and understood the information about the Company, including all Disclosure Materials provided
to it by the Company and/or the Placement Agents (at the Company’s direction), and has had an opportunity to discuss
the Company’s business, management and financial affairs with the Company’s management. The Purchaser understands that
such discussions, as well as any Disclosure Materials provided by the Company and/or
the Placement Agents (at the Company’s direction), were intended to describe the aspects of the Company’s business
and prospects and the Offering which the Company believes to be material, but were not necessarily a thorough or exhaustive description
and except as expressly set forth in this Agreement (as modified by the disclosures on the Disclosure Schedule or the Draft Super 8-K
(excluding any disclosures contained under the heading “Risk Factors,”
any disclosures of risks included in any “forward looking statements” or disclosures
that are cautionary, predictive or forward-looking in nature)),
the Company makes no representation or warranty with respect to the completeness of such information and makes no representation
or warranty of any kind with respect to any information provided by any entity other than the Company. Some of such information
may include projections as to the future performance of the Company, which projections may not be realized, may be based on assumptions
which may not be correct and may be subject to numerous factors beyond the Company’s control. The Purchaser acknowledges
that he, she or it is not relying upon any person or entity, other than the Company and its officers and directors, in making its
investment or decision to invest in the Company.


 






    23 


     


    

 


(g) The
Purchaser acknowledges that none of the Company or the Placement Agents is acting as a financial advisor or fiduciary of the Purchaser
(or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and
no investment advice has been given by the Company, the Placement Agents or any of their respective representatives or agents in
connection with the Transaction Documents and the transactions contemplated hereby and thereby.


 


(h) As
of the applicable Closing, all actions on the part of the Purchaser, and its officers, directors and partners, if applicable, necessary
for the authorization, execution and delivery of this Agreement and the Registration Rights Agreement and the performance of all
obligations of the Purchaser hereunder and thereunder shall have been taken, and this Agreement and the Registration Rights Agreement,
assuming due execution by the parties hereto and thereto, constitute valid and legally binding obligations of the Purchaser, enforceable
in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws relating to, or affecting generally, the enforcement
of creditors’ rights and remedies.


 


(i) The
Purchaser (who is not one of the investors in Compass prior to the Merger that held less than twenty-five percent (25%)
of the outstanding LLC units prior to the Merger (“Compass Investors”)), represents that neither it nor,
to its knowledge, any person or entity controlling, controlled by or under common control with it, nor any person having a beneficial
interest in the Purchaser, nor any person on whose behalf the Purchaser is acting: (i) is a person listed in the Annex to
Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting
Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated
Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (iii) is a non-U.S. shell
bank or is providing banking services indirectly to a non-U.S. shell bank; (iv) is a senior non-U.S. political
figure or an immediate family member or close associate of such figure; or (v) is otherwise prohibited from investing in the
Company pursuant to applicable U.S. anti-money laundering, anti-terrorist and asset control Laws, regulations, rules or orders
(categories (i) through (v), each a “Prohibited Purchaser”). The Purchaser (A)
agrees to provide the Company, promptly upon request, all information that the Company reasonably deems necessary or appropriate
to comply with applicable U.S. anti-money laundering, anti-terrorist and asset control Laws, regulations, rules and orders and
(B) consents to the disclosure to U.S. regulators and law enforcement authorities by the Company and its Affiliates and
agents of such information about the Purchaser as the Company reasonably deems necessary or appropriate to comply with applicable
U.S. anti-money laundering, anti-terrorist and asset control Laws, regulations, rules and orders. If the Purchaser is a financial
institution that is subject to the USA Patriot Act, the Purchaser represents that it has met all of its obligations under the USA
Patriot Act. The Purchaser acknowledges that if, following its investment in the Company, the Company reasonably believes that
the Purchaser is a Prohibited Purchaser or is otherwise engaged in suspicious activity or refuses to promptly provide information
that the Company requests, the Company has the right or may be obligated to prohibit additional investments, segregate the assets
constituting the investment in accordance with applicable regulations or immediately require the Purchaser to transfer the Shares.
The Purchaser further acknowledges that neither the Purchaser nor any of the Purchaser’s Affiliates or agents will have any
claim against the Company or Compass for any form of damages as a result of any of the foregoing actions.


 






    24 


     


    

 


(j) If
the Purchaser is an Affiliate of a non-U.S. banking institution
(a “Foreign Bank”), or if the Purchaser receives deposits from, makes payments on behalf of, or handles
other financial transactions related to a Foreign Bank, the Purchaser represents and warrants to the Company that: (1) the
Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized
to conduct banking activities; (2) the Foreign Bank maintains operating records related to its banking activities; (3) the
Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and
(4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in
any country and that is not a regulated Affiliate.


 


(k) The
Purchaser or its duly authorized representative realizes that because of the inherently speculative nature of businesses of the
kind conducted and contemplated by the Company, the Company’s financial results may be expected to fluctuate from month to
month and from period to period and will, generally, involve a high degree of financial and market risk that could result in substantial
or, at times, even total losses for investors in securities of the Company. The Purchaser has considered the risk factors in the
Draft Super 8-K before deciding to invest in the Shares.


 


(l) The
Purchaser is not subscribing for Shares as a result of or subsequent to any advertisement, article, notice or other communication,
published in any newspaper, magazine or similar media or broadcast over television, radio, or the internet, or presented at any
seminar or meeting, or any solicitation of a subscription by a person not previously known to the Purchaser in connection with
investments in securities generally.


 


(m) The
Purchaser acknowledges that no U.S. federal or state agency or any other government or governmental agency has passed upon the
Shares or made any finding or determination as to the fairness, suitability or wisdom of any investments therein.


 


(n) Other
than consummating the transactions contemplated hereunder, the Purchaser has not directly or indirectly, nor has any individual
or entity acting on behalf of or pursuant to any understanding with the Purchaser, executed any purchases or sales, including Short
Sales (as defined below), of the securities of the Company during
the period commencing at the time the Purchaser was
first contacted by the Company or any other individual or
entity representing the Company (including one or more of the Placement
Agents) regarding the transactions contemplated hereunder. Notwithstanding the foregoing, in the case of the Purchaser being
a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Purchaser’s assets
and the portfolio managers do not communicate or share information with,
and have no direct knowledge of the investment decisions made by,
the portfolio managers managing other portions of the Purchaser’s assets, the representation set forth above shall only apply
with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares
covered by this Agreement. Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation
or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares
to borrow in order to effect Short Sales or similar transactions in the future. For purposes of this Agreement, “Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall
not be deemed to include the location and/or reservation of borrowable shares of Common Stock).


 






    25 


     


    

 


(o) The
Purchaser is aware that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of the Shares and
other activities with respect to the Shares by the Purchaser, and will
comply with such anti-manipulation rules of Regulation M.


 


(p) All
of the information concerning the Purchaser set forth herein, and any other information furnished by the Purchaser in writing to
the Company or a Placement Agent for use in connection with the transactions contemplated by this Agreement, is true, correct and
complete in all material respects as of the date of this Agreement, and, if there should be any material change in such information
prior to the Purchaser’s purchase of the Shares, the Purchaser will promptly furnish revised or corrected information to
the Company.


 


(q) The
Purchaser has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment
and the transactions contemplated by the Transaction Documents. With respect to such matters, the Purchaser relies solely on such
advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Purchaser understands
that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the
transactions contemplated by the Transaction Documents.


 


(r) If
the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended),
the Purchaser hereby represents that it has satisfied itself as to the observance in all material respects of the Laws of its jurisdiction
in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (a) the legal requirements
within its jurisdiction for the purchase of the Shares; (b) any foreign exchange restrictions applicable to such purchase;
(c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences,
if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Shares. The Purchaser’s subscription
and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other Laws of the
Purchaser’s jurisdiction.


 


(s) The
Purchaser represents that it is not a “foreign person” for purposes of Section 721 of the Defense Production Act of
1950 (as amended) or the rules or regulations promulgated thereunder (including 31 C.F.R. Part 800 and 31 C.F.R. part 801); provided,
however, that if the Purchaser is a “foreign person”
for such purposes, it agrees that it will not (i) obtain any control rights over the Company, including the ability to determine,
direct, or decide important matters affecting the Company; (ii) have access to any material nonpublic technical information in
the possession of the company; (iii) obtain membership or observer rights on the Board of Directors or the right to nominate an
individual to a position on the Board of Directors; or (iv) have any involvement, other than through voting of shares, in substantive
decision making of the Company regarding the use, development, acquisition or release of the Company’s technology.


 


(t) If
the Purchaser is a Covered Person, neither the Purchaser nor, to the Purchaser’s knowledge, any of its directors, executive
officers, other officers that may serve as a director or officer of any company in which it invests, general partners or managing
members is subject to any Disqualification Events, except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) under
the Securities Act, and disclosed reasonably in advance of the applicable
Closing in writing in reasonable detail to the Company.


 






    26 


     


    

 


(u) The
Purchaser understands that there are substantial restrictions on the transferability of the Shares and that the certificates or
book-entry positions representing the Shares shall bear a restrictive legend in substantially the following form (and a
stop-transfer order may be placed against transfer of such certificates or other instruments):


 


THE SECURITIES REPRESENTED BY
THIS [CERTIFICATE] [BOOK-ENTRY
POSITION] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED
THEREUNDER (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY
INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH
RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH
REGISTRATION EXISTS OR (3) SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.


 


In addition, if the Purchaser is an Affiliate
of the Company, certificates or book-entry positions evidencing
the Shares issued to the Purchaser may bear a customary “Affiliates” legend.


 


Any fees (with respect to the Company’s
transfer agent (the “Transfer Agent”), counsel or otherwise) associated with the removal of such legend(s) shall be borne
by the Company.


 


The Company shall be obligated to promptly
reissue unlegended certificates upon the request of any holder thereof (x) at such time as the securities evidenced by such
certificates are sold pursuant to Rule 144 or another applicable exemption from the registration requirements of the Securities
Act has been satisfied or (y) at such time as a registration statement is available for the transfer of the Shares. The Company
is entitled to request from any holder requesting unlegended certificates under clause (x) of the foregoing sentence a certificate
of such holder reasonably acceptable to the Company confirming that the securities proposed to be disposed of may lawfully be so
disposed of without registration, qualification or legend.


 


(v) The
Purchaser understands that the Company prior to the Merger was a “shell company” as defined in Rule 12b-2 under
the Exchange Act, and that upon filing with the SEC of the Super 8-K reporting the consummation of the Merger and related
transactions and the transactions contemplated by this Agreement, and otherwise containing “Form 10 information” discussed
below, the Company will reflect therein that it is no longer a shell company. Pursuant to Rule 144(i), securities issued by a current
or former shell company (that is, the Shares) that otherwise meet the holding period and other requirements of Rule 144 nevertheless
cannot be sold in reliance on Rule 144 until one year after the Company (a) is no longer a shell company;
and (b) has filed current “Form 10 information” (as defined in Rule 144(i)) with the SEC reflecting that it is
no longer a shell company, and provided that at the time of a proposed sale pursuant to Rule 144, the Company is subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act and has filed all reports and other materials required to
be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period
that the issuer was required to file such reports and materials), other than Form 8-K reports. As a result, the
restrictive legends on certificates or book-entry positions for
the Shares cannot be removed except in connection with an actual sale meeting the foregoing requirements or pursuant to an effective
registration statement.


 






    27 


     


    

 


(w) The
Purchaser, if and to the extent that it purchases Shares in any Subsequent Closing, represents that it (i)(A) has a substantive, pre-existing relationship
with the Company or (B) had direct contact by the Company or a Placement Agent outside of the Offering, and (ii)  did
not contact the Company or a Placement Agent or become interested in the Offering as a result of reading or otherwise being aware
of the Super 8-K or any press release or any other public disclosure disclosing the terms of the Offering.


 


(x) To
effectuate the terms and provisions hereof, the Purchaser hereby appoints Raymond James & Associates, Inc., as its attorney-in-fact
for the purpose of carrying out the provisions of the Escrow Agreement, including, without limitation, taking any action on behalf
of, or at the instruction of, the Purchaser and executing any release notices required under the Escrow Agreement and taking any
action and executing any instrument that Raymond James & Associates, Inc., may deem necessary or advisable (and lawful) to
accomplish the purposes hereof, in each case, subject to and in accordance with the terms of this Agreement. All lawful acts done
under the foregoing authorization are hereby ratified and approved, and neither Raymond James & Associates, Inc., nor any designee
nor agent thereof shall be liable for any acts of commission or omission, for any error of judgment, for any mistake of fact or
law except for acts of fraud, gross negligence or willful misconduct. This power of attorney, being coupled with an interest, is
irrevocable while the Escrow Agreement remains in effect.


 


5. Conditions
to Company’s Obligations at Closing. The Company’s obligation to complete the sale and issuance of the
Shares and deliver the Shares to the Purchaser and to consummate the other transactions contemplated hereby at the Initial Closing
and, if applicable, a Subsequent Closing, shall be subject to the satisfaction or written waiver by the Company (in whole or in
part) of the following conditions, to the extent such condition can be waived, in its sole discretion, on or prior to the Initial
Closing Date and each Subsequent Closing Date, as applicable (provided, that any waiver by the Company of the condition
set forth in Section 5(f) shall require the prior written consent of the Purchaser):


 


(a) Receipt
of Payment. The Company shall have received payment, by certified or other bank check or by wire transfer of immediately available
funds, in the full amount of the Purchase Price for the number of Shares being purchased by the Purchaser at the Initial Closing
and, if applicable, a Subsequent Closing (less the amount of any Transaction Expenses, if applicable).


 


(b) Receipt
of Executed Transaction Documents. The Purchaser shall have executed and delivered to the Company the Omnibus Signature Page,
Accredited Investor Certification, the Investor Profile and, other than the Compass Investors, the Anti-Money Laundering Information
Form and the Selling Securityholder Questionnaire (as defined in the Registration Rights Agreement).


 






    28 


     


    

 


(c) Representations
and Warranties. The representations and warranties made by the Purchaser in Section 4 hereof shall be true and correct
in all respects as of the date of this Agreement and as of such Closing Date with the same force and effect as if they had been
made on and as of such Closing Date (except to the extent any such representation or warranty expressly speaks as of an earlier
date, in which case such representation or warranty shall be true and correct in all respects as of such earlier date), except
for the failure of any such representation or warranty to be so true and correct as would not, individually or in the aggregate,
have a material adverse effect on the ability of the Purchaser to consummate the transactions contemplated hereby.


 


(d) Performance.
The Purchaser shall have performed or complied with in all material respects all obligations and covenants herein required to be
performed by the Purchaser on or prior to the applicable Closing.


 


(e) Effectiveness
of the Merger Transactions. The Merger and each of the other transactions contemplated by the Merger Agreement shall have been
effected and consummated.


 


(f) Minimum
Offering. In connection with the Initial Closing only, the
Company shall have received proceeds from the Offering equal to or greater than the Minimum Offering Amount (inclusive
of the Minimum Insider Investment).


 


(g) Qualifications.
All Authorizations of, or notices to, any Governmental Authority
that are required in connection with the transactions contemplated by this Agreement, including the lawful issuance and sale of
the Shares pursuant to this Agreement at each Closing except for Blue Sky law permits and qualifications that may be properly obtained
after such Closing and filing of a Notice of Exempt Offering of Securities
on Form D with the SEC under Regulation D which may be filed no later than 15 calendar days after the “date of first sale”
in the Offering.


 


6. Conditions
to Purchaser’s Obligations at the applicable Closing. The Purchaser’s obligation to accept delivery of the
Shares and to pay for the Shares to be issued to the Purchaser hereunder at the Initial Closing and, if applicable, a Subsequent
Closing, and to consummate the other transactions contemplated hereby, shall be subject to the satisfaction or written waiver by
the Purchaser (in whole or in part) of the following conditions, to the extent such condition can be waived, in its sole discretion,
on or prior to the Initial Closing Date and each Subsequent Closing Date, as applicable:


 


(a) Representations
and Warranties. (i) The representations and warranties made by the Company (as modified by the disclosures on the Disclosure
Schedule or in the Draft Super 8-K (excluding any disclosures (whether contained under the heading “Risk Factors,”
in any “forward-looking statements” disclaimer or in any other section) to the extent they are cautionary, predictive
or forward-looking in nature) set forth in Sections 3(a), 3(a), 3(c), 3(d), 3(e), 3(h), 3(i), and 3(dd) hereof (collectively, the
“Company Fundamental Representations”) shall be true and correct in all respects as of the date of this
Agreement and as of such Closing Date with the same force and effect as if they had been made on and as of such Closing Date (except
to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or
warranty shall be true and correct in all respects as of such earlier date) and (ii) the other representations and warranties made
by the Company in Section 3 shall be true and correct in all material respects (without giving effect to any limitation as
to “materiality” or “Material Adverse Effect” or similar qualifier) as of the date of this Agreement and
as of such Closing Date with the same force and effect as if they had been made on and as of such Closing Date (except to the extent
any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall
be true and correct in all material respects as of such earlier date).


 






    29 


     


    

 


(b) Performance.
The Company shall have performed or complied with in all material respects all obligations and covenants herein required to be
performed by it on or prior to the applicable Closing.


 


(c) Receipt
of Executed Transaction Documents. The Company shall have duly executed and delivered to the Placement Agents on behalf of
the Purchaser the Registration Rights Agreement and the Escrow Agreement.


 


(d) Effectiveness
of the Merger Transactions. The Merger and each of the other transactions contemplated by the Merger Agreement shall have been
effected and consummated.


 


(e) Minimum
Offering. In connection with the Initial Closing only, the
Company shall have received proceeds from the Offering equal to or greater than the Minimum Offering Amount (inclusive
of the Minimum Insider Investment).


 


(f) Equity
Incentive Plan. The Board of Directors and the stockholders of the Company shall have duly adopted the EIP as described in
Recital B above.


 


(g) Certificate.
At each applicable Closing, an executive officer of the Company
shall have duly executed and delivered or caused to be delivered to
the Placement Agents and the Purchaser a certificate addressed to the Purchaser and
the Placement Agents certifying as to the satisfaction of the conditions set forth in Section 6(a) and Section
6(b) as of the applicable Closing Date


 


(h) Good
Standing. The Company and each of its Subsidiaries is a corporation or other business entity duly organized, validly existing,
and in good standing under the Laws of the jurisdiction of its formation.


 


(i) Judgments.
No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy
court or judge, or any order of or by any Governmental Authority, shall have been issued, and no action or proceeding shall have
been instituted by any Governmental Authority, enjoining or preventing the consummation of the transactions contemplated hereby.


 


(j) Delivery
of Draft Super 8-K and Merger Agreement. The Company shall have delivered to the Purchaser, at least two (2) Business Days
prior to the Initial Closing, (A) the Draft Super 8-K (including all exhibits thereto), including audited and interim
unaudited financial statements of Compass and pro forma financial statements reflecting the Merger, all compliant with applicable
SEC regulations for inclusion under Items 2.01(f) and/or 5.01(a)(8)
of SEC Form 8-K and (B) a substantially complete draft of the Merger Agreement and each other material transaction document
contemplated by or related to the Merger Agreement, including the disclosure schedules thereto, each of which shall be reasonably
acceptable the Purchaser.


 






    30 


     


    

 


(k) Legal
Opinion. Goodwin Procter LLP, legal
counsel for the Company, shall deliver an opinion to the Purchaser and the Placement Agents, dated as of the applicable
Closing Date, in form and substance reasonably acceptable to the Placement Agents and the Purchaser.


 


(l) Compliance
with Laws. The transactions contemplated by this Agreement and the other Transaction Documents, including the sale and issuance
of the Shares, shall be legally permitted by all Laws and regulations
to which the Company is subject or which are otherwise applicable to the transactions contemplated by the Transaction Documents.


 


(m) Qualifications.
All Authorizations of, or notices to, any Governmental Authority
that are required in connection with the transactions contemplated by this Agreement, including the lawful issuance and sale of
the Shares pursuant to this Agreement at each Closing, shall have been delivered or obtained and effective as of such Closing except
for Blue Sky law permits and qualifications that may be properly obtained after such Closing and filing
of a Notice of Exempt Offering of Securities on Form D with the SEC under Regulation D which may be filed no later than 15 calendar
days after the “date of first sale” in the Offering.


 


(n) No
Material Adverse Effect. There shall have been no Material Adverse Effect.


 


(o) Stock
Certificate. At the applicable Closing, to the extent requested by the Purchaser, the Company shall have delivered or caused
to be delivered to the Purchaser one or more stock certificates evidencing the number of Shares set forth on the applicable Purchaser’s
Omnibus Signature Page, duly executed by the proper officers of the Company and registered in the name of the Purchaser or its
designee.


 


 7. Indemnification.




 


(a) In
addition to the indemnity provided to the Purchaser in the applicable Registration Rights Agreement, the Company agrees to indemnify
and hold harmless the Purchaser and its Affiliates, and its and their respective directors, officers, stockholders, equityholders,
members, managers, partners, employees, attorneys, consultants, representatives and agents (and any other persons with a functionally
equivalent role of a person holding such titles notwithstanding a lack of such title or any other title), each person who controls
the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers,
stockholders, equityholders, members, managers, partners, employees, attorneys, consultants, representatives and agents (and any
other persons with a functionally equivalent role of a person holding such titles notwithstanding a lack of such title or any other
title) of such controlling person (collectively, the “Purchaser Indemnitees”), from and against all losses,
liabilities, claims, damages, costs, fees, charges, Taxes, judgements, fines, penalties and expenses whatsoever (including, but
not limited to, amounts paid in settlement and any and all out-of-pocket expenses, including attorneys’ fees and expenses,
incurred in investigating, preparing or defending against any litigation commenced or threatened) (collectively, “Indemnified
Liabilities”) arising out of or relating to: (i) the inaccuracy, violation or breach of any of the Company’s
representations or warranties made in Section 3 of this Agreement; (ii) any breach or failure to perform by the Company of any
of its covenants and obligations contained herein or (iii) any Action brought or made against such Purchaser Indemnitee by a third
party (including for these purposes a derivative action brought on behalf of the Company) and arising out of, relating to or resulting
from (A) the execution, delivery, performance or enforcement of the Transaction Documents or the Merger Agreement or the transactions
contemplated hereby or thereby, including the issuance of the Shares and the Merger or (B) the status of the Purchaser as an investor
in the Company pursuant to the transactions contemplated hereby or by the other Transaction Documents. To the extent that the foregoing
undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment
and satisfaction of each of the Indemnified Liabilities that is permissible under applicable Law.


 






    31 


     


    

 


(b) The
Company shall have the right to control the investigation and defense of any Action for which a Purchaser Indemnitee may be entitled
to indemnification hereunder with counsel reasonably satisfactory to such Purchaser Indemnitee, at the sole cost and expense of
the Company, upon written notice to the applicable Purchaser Indemnitee; provided, that (i) such notice contains confirmation
that the Company has agreed to indemnify the Purchaser Indemnitee (subject to the limitations on indemnification set forth herein)
for the Indemnified Liabilities arising out of, relating to or resulting from such Action and (ii) the Company shall not be entitled
to assume or control the investigation and defense, if (A) such claim seeks non-monetary, equitable or injunctive relief or alleges
any violation of criminal Law or (B) the Indemnitor is also a party and the Indemnitee determines in good faith after consultation
with counsel that there may be one or more legal defenses available to such Indemnitee that are different or additional to those
available to the Indemnitor. If the Company assumes the investigation and defense of such Action in accordance herewith, the Purchaser
Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the investigation and defense of such
Action.


 


(c) Notwithstanding
anything to the contrary herein, without the prior written consent of the Purchaser Indemnitee, the Company shall not, and shall
not cause or permit any of its Subsidiaries or its or their respective Related Parties to, negotiate, consent to or enter into
any settlement, or consent to the entry of any judgment, with respect to any Action for which such Purchaser Indemnitee may be
entitled to indemnification hereunder, unless such settlement (i) includes an unconditional release of such Purchaser Indemnitee
from all liability arising out of such proceeding, (ii) does not require any admission of wrongdoing by any Purchaser Indemnitee,
and (iii) does not obligate or require any Purchaser Indemnitee to take, or refrain from taking, any action.


 


(d) The
Purchaser acknowledges on behalf of itself and each Purchaser Indemnitee that, other than (i) for Actions seeking specific performance
of the obligations under this Agreement; (ii) if applicable, for Actions to recover any Transaction Expenses or (iii) in the case
of a breach or violation of this Agreement by the Company which has resulted from either (A) intentional fraud or (B) a
deliberate act or failure to act with actual knowledge that the act or failure to act constituted or would result in a breach or
violation, in each case, the sole and exclusive remedy of the Purchaser and the Purchaser Indemnitees with respect to any and all
claims relating to this Agreement shall be pursuant to the indemnification provisions (including the limitations thereof) set forth
in this Section 7.


 


8. Revocability;
Binding Effect. The subscription hereunder may be revoked, in whole or in part, prior to the Initial Closing or any Subsequent
Closing, as applicable, in the sole discretion of the Purchaser, for any reason or no reason, provided that written notice of revocation
is sent and is received by the Company or a Placement Agent at least two (2) Business Days prior to the Initial Closing Date or
the applicable Subsequent Closing Date. The Purchaser hereby acknowledges and agrees that this Agreement shall survive the death
or disability of the Purchaser and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators,
successors, legal representatives and permitted assigns. For the purposes of this Agreement, “Business Day”
means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.


 






    32 


     


    

 


9. Future
Issuances. If a Purchaser, together with its Affiliates, collectively holds at least 4,000,000 Shares as of the Closing
(taking into account any Subsequent Closing) (each such Purchaser, a “Significant Purchaser”), from and
after the date of the Initial Closing until the date that such Significant Purchaser, together with its Affiliates, ceases to collectively
hold at least 4,000,000 shares of Common Stock issued in the Offering, the Company will not, directly or indirectly, effect any
Subsequent Offering or Debt Financing unless the Company shall have first complied with the applicable terms of this Section 9.


 


(a) Subsequent
Offerings.


 


(i) In
the event the Company intends to issue, sell or grant (a “Subsequent Offering”) any shares of Common
Stock or other equity securities of the Company or any of its Subsidiaries (including any securities that are convertible into,
or exercisable or exchangeable for, Common Stock or other equity interests), but excluding any Excluded Securities (the “New
Securities”) following the date of the Initial Closing, the Company shall deliver to each Significant Purchaser a
written notice (the “Offer Notice”), which Offer Notice shall (A) identify and describe the terms and
provisions of the New Securities, including the price and other terms upon which they are to be issued, sold or exchanged, and
the number or amount of the New Securities proposed to be issued, sold or exchanged and (B) offer to issue and sell to each Significant
Purchaser (or at such Significant Purchaser’s discretion, any of such Significant Purchaser’s Affiliates) a portion
of the New Securities up to such Significant Purchaser’s Pro Rata Share, which offer must remain open until at least the
close of business on the 10th day following the date on which such Significant Purchaser received the Offer Notice (the
“Offer Period”). “Pro Rata Share” means, as of the applicable date of determination,
a percentage calculated by dividing (x) the number of shares of Common Stock held by such Significant Purchaser as of such date
by (y) the total number of shares of Common Stock outstanding as of such date.


 


(ii) To
exercise its rights hereunder, in whole or in part, such Significant Purchaser (or any of its Affiliates) must deliver a written
notice to the Company prior to the end of the Offer Period, setting forth the number of New Securities, up to such Significant
Purchaser’s Pro Rata Share, that such Significant Purchaser elects to purchase (each, a “Notice of Acceptance”).
Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend any of the terms and conditions
of the offering of the New Securities prior to the expiration of the Offer Period, the Company shall deliver to the Significant
Purchaser a new Offer Notice and the Offer Period shall be extended to at least the close of business on the 10th day
following the date on which such Significant Purchaser received such Offer Notice. If any Significant Purchaser fails to deliver
a Notice of Acceptance prior to the end of the Offer Period, such Significant Purchaser shall be deemed to have waived its rights
hereunder with respect to such Subsequent Offering (and for the avoidance of doubt, such waiver shall not operate as a waiver with
respect to any future Subsequent Offerings). If any Significant Purchaser delivers a Notice of Acceptance, the Company and such
Significant Purchaser shall each consummate the Subsequent Offering for the number or amount of New Securities specified in the
Notices of Acceptance upon the terms and conditions specified in the Offer Notice as promptly as practicable (but in no event later
than 30 days) following the delivery of the Offer Notice. Each of the Company and the Significant Purchasers that have delivered
a Notice of Acceptance shall take all such other actions as may be reasonably necessary to consummate the Subsequent Offering,
including entering into such additional agreements as may be necessary or appropriate.


 






    33 


     


    

 


(iii) The
Company shall have 75 calendar days from the expiration of the Offer Period to offer, issue, sell or exchange, on the terms and
conditions specified in the Offer Notice, all or any portion of the New Securities as to which a Notice of Acceptance has not been
delivered by the Significant Purchasers in accordance with this Section 9(a). Upon the termination of such 75-day period, if the
Company has not consummated the sale of any such New Securities, the Company may not issue, sell or grant any such New Securities
without again complying with the procedures specified in this Section 9(a).


 


(iv) For
purposes of this Agreement, “Excluded Securities” mean shares of Common Stock issued or issuable (A)
to officers, employees, directors, managers or independent contractors of the Company or any of its Subsidiaries pursuant to warrants,
options, notes or other rights to acquire Common Stock issued pursuant to the EIP; (B) as consideration pursuant to any bona fide
merger, business combination, acquisition (whether stock or assets) or sponsored research, technology license, development, manufacturing,
marketing, joint venture, collaboration or other strategic transaction approved by the Board of Directors of the Company (other
than any transaction in which the Company or its Subsidiary is issuing securities for the purpose of raising capital); (C) to the
Company or one of its Subsidiaries or (D) in an underwritten public offering pursuant to a registration statement filed under the
Securities Act.


 


(b) Debt
Financings.


 


(i) In
the event that the Company intends to consummate any financing or other transaction involving indebtedness that is convertible
into any New Securities (a “Debt Financing”), which for the avoidance of doubt would not include any
refinancing or other indebtedness transaction in connection with the certain Loan Agreement, dated as of March 30, 2018, by and
between Compass and Pacific Western Bank, Inc., as amended to date, the Company shall give written notice thereof to the Significant
Purchasers (a “Debt Financing Notice”), which Debt Financing Notice shall (i) set forth the material
terms and conditions of such Debt Financing (the “Debt Financing Terms”) and (ii) offer the Significant
Purchasers the right (but not the obligation) to fund a portion of such Debt Financing up to such Significant Purchaser’s
Pro Rata Share on the Debt Financing Terms, which offer must remain open until at least the close of business on the 10th day following
the date on which the Significant Purchasers receive the Debt Financing Notice (the “Debt Financing Election Period”).


 


(ii) To
exercise its rights hereunder, in whole or in part, such Significant Purchaser (or any of its Affiliates) must deliver a written
notice to the Company prior to the end of the Debt Financing Election Period, advising the Company whether they are exercising
their rights to fund, up to such Significant Purchaser’s Pro Rata Share, a portion of the Debt Financing on the Debt Financing
Terms (the “Debt Financing Exercise Notice”). Notwithstanding anything to the contrary contained herein,
if the Company desires to modify or amend any of the terms and conditions of the Debt Financing prior to the expiration of the
Debt Financing Election Period, the Company shall deliver to the Significant Purchasers a new Debt Financing Notice and the Debt
Financing Election Period shall be extended until at least the close of business on the 10th day following the date
on which such Significant Purchaser receives such new Debt Financing Notice. If any Significant Purchaser fails to deliver a Debt
Financing Exercise Notice prior to the end of the Debt Financing Election Period, such Significant Purchaser shall be deemed to
have waived its rights hereunder with respect to such Debt Financing (and for the avoidance of doubt, such waiver shall not operate
as a waiver with respect to any future Debt Financing).


 






    34 


     


    

 


(iii) If
any Significant Purchaser delivers a Debt Financing Exercise Notice, the Company and such Significant Purchaser shall each consummate
the funding of the Debt Financing on the Debt Financing Terms in the agreed amount as set forth in the Debt Financing Exercise
Notice, as promptly as practicable (but in no event later than 30 days) following the delivery of the Debt Financing Notice. Each
of the Company and the Significant Purchasers that have delivered a Debt Financing Exercise Notice shall take all such other actions
as may be reasonably necessary to consummate the Debt Financing, including entering into such additional agreements as may be necessary
or appropriate.


 


(iv) Solely
to the extent that the Significant Purchasers elect not to exercise their rights to fund all or any portion of the Debt Financing
(any portion of the Debt Financing for which the Significant Purchasers do not make an election to fund, the “Unfunded
Amount”), then one or more other persons shall be permitted to participate in the Debt Financing up to the Unfunded
Amount; provided, that (A) such participation shall be on the Debt Financing Terms and (B) the funding of the Unfunded Portion
shall be consummated no later than 75 days of the date of delivery of the Debt Financing Notice to the Significant Purchasers.
If such funding is not consummated within such 75-day period, then the Company shall be required to deliver to the Significant
Purchasers a new Debt Financing Notice (and the provisions of this Section 9(b) shall be applied again to such proposed Debt Financing).


 


 10. Miscellaneous.




 


(a) Modification. This
Agreement shall not be amended, modified or waived except by an instrument in writing signed by the Company and the Purchaser.
Any amendment, modification or waiver effected in accordance with this Section 10(a) shall be binding upon the Purchaser and each transferee of the Shares, each future holder of all such Shares, and the
Company, its successors and assigns.


 


(b) Third-Party
Beneficiary. The Placement Agents shall be express third party beneficiaries of the representations and warranties
of the Company and the Purchaser included
in Sections 3 and 4 of this Agreement. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person, except as otherwise
set forth in Section  7 and this Section 10(b).


 


(c) Notices. Any
notice, consents, waivers or other communication required or permitted to be given hereunder shall be in writing and will be deemed
to have been delivered: (i) upon receipt, when personally delivered; (ii) upon receipt when sent by certified mail, return
receipt requested, postage prepaid; (iii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically
or electronically generated and kept on file by the sending party; (iv) when sent, if by e-mail (provided that such sent e-mail is
kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically
generated message from the recipient’s e- mail server that such e-mail could not be delivered to such
recipient); or (v) one (1) Business Day after deposit with a nationally
recognized overnight courier service with next day delivery specified, in each case, properly addressed to the party to
receive the same. The addresses, facsimile numbers and email addresses for such communications shall be:


 






    35 


     


    

 


		(i)	if to the Company, at



 


Olivia Ventures, Inc. (to be
renamed Compass Therapeutics, Inc.)


2255 Glades Road, Suite 324A


Boca Raton, Florida 33431


Attention: [**]


Email: [**]


 


with copies (which
shall not constitute notice) to:


 


Sichenzia Ross Ference LLP


1185 Avenue of the Americas


New York, NY 10036


Attention: [**]


Facsimile:   [**]


E-mail: [**]


 


and


 


Goodwin Procter LLP


100 Northern Avenue


Boston, MA 02210


Attention: [**]


Email: [**]


or


 


		(ii)	if to the Purchasers, at the address set forth on each such Omnibus Signature Page hereof



 


(or, in either case, to such other address
as the party shall have furnished in writing in accordance with the provisions of this Section).


 


(d) Assignability. This
Agreement and the rights, interests and obligations hereunder are not transferable or assignable by the Purchaser (including, for
the avoidance of doubt, any Significant Purchaser), other than an assignment of the rights, interests and obligations hereunder
in connection with any transfer of the Shares by a Purchaser to a Permitted Assignee (as such term is defined in the Registration
Rights Agreement). For the avoidance of doubt, nothing in this Section 10(d) is intended to, or shall have the effect of, restricting
or otherwise impairing any transfer of the Shares by the Purchaser.


 


(e) Applicable
Law. This Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby shall
be governed by and construed in accordance with the Laws of the State of New York, without reference to the principles thereof
relating to the conflict of Laws. Any litigation based hereon, or arising out of, under or in connection
with, this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby shall be brought and
maintained exclusively in the United States District Court for the Southern District of New York or the circuit court for New York
County, New York. Each party irrevocably consents to the service of process of any of the aforementioned courts in any such suit,
action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, return receipt requested,
to such party’s address set forth in Section 10(c), such service to become effective ten (10) days after such mailing. 


 






    36 


     


    

 


(f) WAIVER
OF JURY TRIAL.   EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR COUNTERCLAIM
(WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT
HEREOF.


 


(g) Form
D; Blue Sky Qualification. The Company agrees to timely file a Form D with respect to the Shares
and to provide a copy thereof, promptly upon request of the Purchaser. The Company shall take such action as the Company shall
reasonably determine is necessary in order to obtain an exemption for, or to qualify the Shares
for, sale to the Purchaser at such Closing under applicable securities or “Blue Sky” laws of the states of the United
States, and shall provide evidence of such actions promptly upon request of the Purchaser.


 


(h) Use
of Pronouns. All pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine,
neuter, singular or plural as the identity of the person or persons referred to may require.


 


(i) Securities
Law Disclosure; Publicity. By 9:00 a.m., New York City time, on the trading day immediately following the Initial
Closing, the Company shall issue a press release (the “Press Release”) disclosing all material terms
of the Offering. The Company will also
file the Super 8-K (and including as exhibits to such Super 8-K, the material Transaction Documents
(including, without limitation, this Agreement and the Registration Rights Agreement))
as soon as practicable following the closing date of the Merger but in no event more than four (4) Business Days following the
closing date of the Merger. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Purchaser
or an Affiliate of the Purchaser, or include the name of the Purchaser or an Affiliate of the Purchaser in any press release or
filing with the SEC (other than the Registration Statement) or any regulatory agency or principal trading market, without the prior
written consent of the Purchaser, except (i) as required by federal securities Law in connection with (A) any registration
statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents with the SEC
or (ii) to the extent such disclosure is required by applicable Law, request of the staff of the SEC or of any regulatory
agency or principal trading market regulations, in which case the Company shall provide the Purchaser with prior written notice
of such disclosure permitted under this sub-clause (ii). From and after the filing of the Super 8-K, no Purchaser shall
be in possession of any material, non-public information received from the Company or any of its respective officers,
directors, employees or agents or any other person acting on its behalf in
connection with the Offering that is not disclosed in the Super
8-K unless the Purchaser shall have executed a written agreement with the Company regarding the confidentiality and use
of such information or is otherwise subject to confidentiality restrictions.
The Purchaser, severally and not jointly with the Other Purchasers, covenants that until such time as the transactions contemplated
by this Agreement are publicly disclosed by the Company as described in this Section 10(i),
the Purchaser will maintain the confidentiality of all disclosures made to it in connection with such transactions (including the
existence and terms of such transactions), except to the extent such disclosure (x) is made to the Purchaser Parties in connection
with the transactions contemplated hereby or (y) is required by applicable Law. In
addition, the Purchaser acknowledges that it is aware that United States securities laws may restrict persons
who have material, non-public information about a company from purchasing or selling any securities of such company while in possession
of such information. The provisions of this Section 10(i) are in addition to and not in replacement of any other confidentiality
agreement, if any, between the Company and the Purchaser.


 






    37 


     


    

 


(j) Non-Public Information. Except
for information (including the terms of this Agreement and the transactions contemplated hereby) that will be disclosed in the
Super 8-K and filed with the SEC, the Company shall not and shall cause each of its officers, directors, employees, agents
and other representatives, not to, provide the Purchaser with any material, non-public information regarding the Company
without the express prior written consent of the Purchaser.


 


(k) Entire
Agreement. This Agreement, together with the Registration Rights Agreement and each other Transaction Document, and
all exhibits, schedules and attachments hereto and thereto, including the Disclosure Schedule and any confidentiality agreement
between the Purchaser and the Company, constitute the entire agreement between the Purchaser and the Company with respect to the
Offering and supersede all prior oral or written agreements and understandings, if any, relating to the subject matter hereof.


 


(l) Share
Certificates. If the Shares are certificated and any certificate or instrument evidencing any Shares is mutilated, lost,
stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof,
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory
to the Company and the Company’s transfer agent of such loss, theft or destruction and the execution by the holder thereof
of a customary lost certificate affidavit of that fact and an agreement to indemnify and hold harmless the Company and its
transfer agent for any losses in connection therewith or, if required by such
transfer agent, a bond in such form and amount as is required by the transfer agent. The applicants for a new certificate or instrument
under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Shares.
If a replacement certificate or instrument evidencing any Shares is requested due to a mutilation thereof, the Company may require
delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a replacement.


 


(m) Expenses.
Each of the parties hereto shall pay its own fees and expenses
(including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement
and the transactions contemplated hereby, whether or not the transactions contemplated hereby are consummated. Without limiting
the foregoing, the Company shall pay all Transfer Agent fees, stamp taxes and other Taxes and duties levied in connection with
the sale and issuance of the Offering, and the Company shall file all necessary Tax Returns and other documentation with respect
to such fees, Taxes and duties, and the Company shall pay all fees and expenses of its counsel in connection with the issuance
of any opinion required by Section 6(k) above and of any opinion to the Transfer Agent for the removal of any legend on the Shares.
Notwithstanding anything herein to the contrary, the Company acknowledges and agrees that it shall pay 100% of the amount of documented
fees and expenses reasonably incurred by the Purchasers that are affiliates of Consonance Capital and their respective advisors,
counsel, accountants and other experts, if any, up to an aggregate of $175,000 (the “Transaction Expenses”).
Notwithstanding anything to the contrary herein, the Company acknowledges and agrees that the amount of the Transaction Expenses
shall be deducted from the aggregate Purchase Price payable hereunder by the Purchasers that are affiliates of Consonance Capital.


 






    38 


     


    

 


(n) Counterparts.
This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument. The exchange of
copies of this Agreement and of signature pages that contain copies of
an executed signature page such as in .pdf format shall constitute effective execution and delivery of this Agreement as
to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile
or by e-mail of a document in .pdf format shall be deemed to be their original signatures for all purposes.


 


(o) Severability.
Each provision of this Agreement shall be considered separable and, if for any reason any provision or provisions hereof
are determined to be invalid or contrary to applicable Law, such invalid
or contrary provision shall be replaced with a valid provision that as closely as possible reflects the parties’ intent with
respect thereto, and invalidity or illegality shall not impair the operation of or affect the remaining portions of this
Agreement.


 


(p) Headings.
Paragraph titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth
in the text.


 


(q) Multiple
Closings. The Purchaser understands and acknowledges that there may be multiple Closings for the Offering.


 


(r) Additional
Information; Further Assurances. The Purchaser hereby agrees to furnish the Company such other information as the Company
may reasonably request prior to the applicable Closing with respect to its subscription hereunder. Each party hereto shall do and
perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements,
certificates, instruments and documents, as the other party hereto may reasonably request in order to effect the transactions contemplated
hereby and to accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(s) Survival.
The parties, agree that, if the Closing occurs, (i) the Company Fundamental Representations shall survive the execution
and delivery of this Agreement for a period of three (3) years from the Initial Closing Date and (ii) the other representations
and warranties of the Company and the representations and warranties of the Purchaser contained in this Agreement shall survive
the execution and delivery of this Agreement for a period of one (1) year from the Initial Closing Date and in each case, shall
in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the Purchaser or
the Company. The covenants and agreements contained in this Agreement (including the covenants and agreements set forth in Section
7 hereof) shall survive the Closing in accordance with their terms or, if no term is specified, such covenants and agreements shall
survive indefinitely. Notwithstanding anything herein to the contrary, in no event shall the Purchaser have any liability to the
Company or to any other person in connection with the Offering other than pursuant to this Agreement.


 






    39 


     


    

 


(t) Omnibus
Signature Page. This Agreement is intended to be read and construed in conjunction with the Registration Rights
Agreement. Accordingly, pursuant to the terms and conditions of this Agreement and the Registration Rights Agreement, it is hereby
agreed that the execution by the Purchaser of this Agreement, in the place set forth on the Omnibus Signature Page below, shall
constitute agreement to be bound by the terms and conditions hereof and the terms and conditions of the Registration Rights Agreement,
with the same effect as if each of such separate but related agreement were separately signed.


 


(u) Public
Disclosure. Neither the Purchaser nor any officer, manager, director, member, partner, stockholder, employee, Affiliate,
Affiliated person or entity of the Purchaser shall make or issue any press releases or otherwise make any public statements or
make any disclosures to any third person or entity with respect to the transactions contemplated herein and will not make or issue
any press releases or otherwise make any public statements of any nature whatsoever with respect to the Company without the Company’s
express prior approval (which may be withheld in the Company’s sole discretion), except to the extent such disclosure is
required by Law, request of the staff of the SEC or of any regulatory agency or principal trading market regulations.


 


(v) Potential
Conflicts. The Placement Agents, their sub-agents, legal counsel to the Company, the Placement Agents
or Compass and/or their respective Affiliates, principals, representatives or employees may now or hereafter own shares of the
Company.


 


(w) Independent
Nature of the Purchaser’s Obligations and Rights. For avoidance of doubt, the obligations of the Purchaser under this
Agreement, the other Transaction Documents and any other agreements delivered in connection herewith are several and not joint
with the obligations of any Other Purchaser in connection with the Offering, and the Purchaser shall not be responsible in any
way for the performance of the obligations of any Other Purchaser in connection with the Offering. Nothing contained herein and
no action taken by the Purchaser shall be deemed to constitute the Purchaser as a partnership, an association, a joint venture,
or any other kind of entity, or create a presumption that the Purchaser is in any way acting in concert or as a group with any
Other Purchaser in connection with the Offering with respect to such obligations or the transactions contemplated by this Agreement
or any other Transaction Document or any Other Subscription Agreement. Except
as specifically set forth herein, the Purchaser shall be entitled to independently protect and enforce its rights, including
without limitation the rights arising out of this Agreement, and it shall not be necessary for any other party to be joined as
an additional party in any proceeding for such purpose.


 


(x) Waiver
of Conflicts. Each party to this Agreement acknowledges that each of Sichenzia Ross Ference LLP, counsel to
the Company prior to the Merger, Goodwin Procter LLP, counsel to
Compass, and the Company post-Merger, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Placement Agents,
may have in the past performed and may continue to or in the future perform legal services for certain of the Purchasers in matters
unrelated to the transactions described in this Agreement, including financings and other matters. Accordingly, each party to this
Agreement hereby (a) acknowledges that they have had an opportunity to ask for information relevant to this disclosure; (b) acknowledges
that Sichenzia Ross Ference LLP, Goodwin Procter LLP and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. represented the Company,
Compass and the Placement Agents, respectively, in the transaction contemplated by this Agreement and has not represented any individual
Purchaser in connection with such transaction; and (c) gives its informed consent to Sichenzia Ross Ference LLP’s, Goodwin
Procter LLP’s and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.’s representation of certain of the Purchasers
in such unrelated matters and to Sichenzia Ross Ference LLP’s, Goodwin Procter LLP’s and Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.’s representation of the Company, Compass and the Placement Agents, respectively, in connection with
this Agreement and the transactions contemplated hereby. Further, each party to this Agreement hereby acknowledges that Goodwin
Procter LLP anticipates that it will advise the Company following the Merger.


 






    40 


     


    

 


(y) Adjustments.
In the event of any stock split, subdivision, dividend or distribution payable in shares of Common Stock (or other securities or
rights convertible into, or entitling the holder thereof to receive directly or indirectly shares of Common Stock), combination
or other similar recapitalization or event occurring after the date hereof, each reference in any Transaction Document to a number
of Shares or the Per Share Purchase Price shall be deemed to be amended to appropriately account for such event.


 


(z) Remedies.
The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not
performed by them in accordance with the terms hereof and that each party hereto may be entitled to seek protective orders, injunctive
relief and other remedies available at Law or in equity (including, without limitation, seeking specific performance or rescission
of purchases, sales and other transfers). The parties hereto agree not to raise any objections to the availability of the equitable
remedy of specific performance to prevent or restrain breaches of this Agreement by the Purchaser or the Company, as applicable,
and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce
compliance with, the respective covenants and obligations of the Purchaser and the Company, as applicable, under this Agreement
all in accordance with the terms of this Section 10(z). Neither the Purchaser nor the Company, as applicable, shall be required
to provide any bond or other security in connection with seeking an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions of this Agreement, all in accordance with the terms of this Section 10(z).


 


(aa)Recourse.
Notwithstanding anything that may be expressed or implied in this Agreement or in any other Transaction Document, and notwithstanding
the fact that the Purchaser may be partnerships or limited liability companies, the Company hereto covenants, agrees and acknowledges
that no recourse under this Agreement or any Transaction Document shall be had against any the Purchaser’s future, present
or former Affiliates, or the Purchaser’s or its Affiliates’ respective future, present or former officers, directors,
managers, employees, partners, equityholders, controlling persons, members, agents, attorneys, representatives, successors or permitted
assigns (the “Purchaser Parties”) (other than the Purchaser and its successors and Permitted Assignees
under this Agreement), whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any
applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on
or otherwise be incurred by any of the Purchaser Parties, as such, for any obligation or liability of any party under this Agreement
or any other Transaction Document for any claim based on, in respect of or by reason of such obligations or liabilities or their
creation; provided, however, nothing in this Section 10(aa) shall relieve or otherwise limit the liability of the
Purchaser or any of its successors or Permitted Assignees, for any breach or violation of its obligations under such agreements,
documents or instruments. The liability limitation provision in this Section 10(aa) shall survive termination of this Agreement.


 


(bb)Use of Proceeds.
The Company shall use the net proceeds from the Offering for working capital and other general corporate purposes, including enrolling
additional patients into the CTX-471 Phase 1 clinical trial, initiating manufacturing and toxicology studies for CTX-8371, nominating
a lead candidate from the NKp30 platform, and expanding the senior management team.


 


(cc)More Favorable
Agreement. If the Company enters into a subscription agreement or similar arrangement (or any amendment thereof or waiver thereof)
in respect of the Offering, including any Other Subscription Agreement, with any other person, including any Other Purchaser, that
contains any provision that is more favorable to such other person than the provisions of this Agreement (a “More Favorable
Agreement”), the Company shall promptly provide the Purchaser with notice thereof and a copy of such provision, and
upon such notice, this Agreement shall be deemed to be amended to conform the provisions of this Agreement with such more favorable
provision.


 


[Signature page follows.]








 






    41 


     


    

 


IN WITNESS WHEREOF, the Company has duly
executed this Agreement as of the 19th day of June, 2020.


 


 


	 	OLIVIA VENTURES, INC.  (to be renamed “Compass Therapeutics, Inc.”)
	 	 	 
	 	By:	/s/ Ian Jacobs
	 	Name:  	Ian Jacobs
	 	Title:	Chief Executive Officer
	 	 	 
	 	COMPASS THERAPEUTICS LLC
	 	 	 
	 	By:	/s/ Thomas Schuetz
	 	Name:	Thomas Schuetz
	 	Title:	CEO


 






    42 


     


    

 





How to subscribe for Shares in the private
offering of Olivia Ventures, Inc.


 


		1.	Date and Fill in the number of Shares being purchased and complete and sign the Omnibus
Signature Page.



 


		2.	Initial the Accredited Investor Certification in the appropriate place or places.



 


		3.	Complete and sign the Investor Profile.



 


		4.	Complete and sign the Anti-Money Laundering Information Form.



 


		5.	Complete and sign the Selling Securityholder Questionnaire



 


		6.	Fax or email all forms and then send all signed original documents to:



 


Sichenzia Ross Ference LLP


1185 Avenue of the Americas


New York, NY 10036


Facsimile Number:  [**]


Telephone Number:  [**]


Attn:  [**]


E-mail Address:  [**]


 


		7.	If you are paying the Purchase Price by check, a certified or other bank check for
the exact dollar amount of the Purchase Price for the number of Shares you are purchasing should be made payable to the order of
“Delaware Trust Company, as Escrow Agent for Compass Therapeutics Acct. #79-4161” and should be sent directly
to Delaware Trust Company, 251 Little Falls Drive, Wilmington, Delaware 19808, Wilmington, DE 19808, Attn: [**]



 


Checks take up to 5 business
days to clear. A check must be received by the Escrow Agent at least 6 business days before the closing date.


 


		8.	If you are paying the Purchase Price by wire transfer, you should send a wire transfer
for the exact dollar amount of the Purchase Price for the number of Shares you are purchasing according to the following instructions:



 


	
        Bank:
	[**]
	 	 
	ABA Routing #:	[**]
	 	 
	SWIFT CODE:	[**]
	 	 
	Account Name:	[**]
	 	 
	Account #:	[**]
	 	 
	Reference:	[**]
	 	 
	Delaware Trust Contact:	[**]


 


Thank you for your interest.


 






     


     


    

 


 Olivia Ventures, Inc. (to be renamed “Compass
Therapeutics, Inc.”)


OMNIBUS SIGNATURE PAGE TO


SUBSCRIPTION AGREEMENT AND REGISTRATION
RIGHTS AGREEMENT


 


The undersigned, desiring to: (i) enter
into the Subscription Agreement, dated as of June 19, 2020 (the “Subscription Agreement”), between the
undersigned, Olivia Ventures, Inc. (to be renamed “Compass Therapeutics, Inc.”), a Delaware corporation
(the “Company”), and the other parties thereto, in or substantially in the form furnished to the undersigned,
(ii) enter into the Registration Rights Agreement (the “Registration Rights Agreement”), among the
undersigned, the Company and the other parties thereto, in or substantially in the form furnished to the undersigned, and (iii)
purchase the Shares of the Company’s securities as set forth in the Subscription Agreement and below, hereby agrees to purchase
such Shares from the Company and further agrees to join the Subscription Agreement and the Registration Rights Agreement as a party
thereto, with all the rights and privileges appertaining thereto, and to be bound in all respects by the terms and conditions thereof.
The undersigned specifically acknowledges having read the representations section in the Subscription Agreement entitled “Representations
and Warranties of the Purchaser” and hereby represents that the statements contained therein are complete and accurate with
respect to the undersigned as a Purchaser.


 


IN WITNESS WHEREOF, the Purchaser hereby executes the
Subscription Agreement and the Registration Rights Agreement.


 


Dated:________________, 2020 





	 	×	$5.00	 =	$
	Number of Shares	 	Purchase Price per Share	 	Total Purchase Price


 


	PURCHASER (individual)	 	PURCHASER (entity)
	 	 	 
	 	 	 
	Signature	 	Name of Entity
	 	 	 
	
	 	By:	                       
	 	 	 
	 	 	 
	 	 	 
	Print Name	 	Signature
	 	 	 
	
	 	Print Name:	  
	 	 	 
	 	 	 
	 	 	 
	Signature (if Joint Tenants or Tenants in Common)	 	Title:	 
	 	 	 
	 	 	 
	 	 	 
	Address of Principal Residence:	 	Address of Executive Offices:
	
	 	 
	
	 	 
	
	 	 
	 	 	 
	Social Security Number(s):	 	IRS Tax Identification Number:
	
	 	 
	 	 	 
	Telephone Number:	 	Telephone Number:
	 	 	 
	Facsimile Number:	 	Facsimile Number:
	 	 	 
	E-mail Address:	 	E-mail Address:
	
	 	 


 


		1	Will reflect the
Closing Date. Not to be completed by Subscriber.



 






     


     


    

 


OLIVIA VENTURES, INC. (TO BE RENAMED
“COMPASS THERAPEUTICS, INC.”)


 


ACCREDITED INVESTOR CERTIFICATION


 


For Individual Investors Only


(all Individual Investors must INITIAL where
appropriate):


 


	Initial_______	 	I have a net worth of at least US$1 million either individually or through aggregating my individual holdings and those in which I have a joint, community property or other similar shared ownership interest with my spouse. (For purposes of calculating your net worth under this paragraph, (a) your primary residence shall not be included as an asset; (b) indebtedness secured by your primary residence, up to the estimated fair market value of your primary residence at the time of your purchase of the securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of your purchase of the securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of your primary residence, the amount of such excess shall be included as a liability); and (c) indebtedness that is secured by your primary residence in excess of the estimated fair market value of your primary residence at the time of your purchase of the securities shall be included as a liability.)
	 	 
	Initial_______	 	I have had an annual gross income for the past two years of at least US$200,000 (or US$300,000 jointly with my spouse) and expect my income (or joint income, as appropriate) to reach the same level in the current year.
	 	 
	Initial_______	 	I am a director or executive officer of the Compass Therapeutics LLC or Olivia Ventures, Inc.
	 	 
	
          For Non-Individual Investors
(Entities)

	(all Non-Individual Investors must INITIAL where appropriate):
	 	 
	Initial_______	 	The investor certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by persons who meet at least one of the criteria for Individual Investors set forth above (in which case each such person must complete the Accreditor Investor Certification for Individuals above as well the remainder of this questionnaire).
	 	 
	Initial_______	 	The investor certifies that it is a partnership, corporation, limited liability company or business trust that has total assets of at least US$5 million and was not formed for the purpose of investing the Company.
	 	 
	Initial_______	 	The investor certifies that it is an employee benefit plan whose investment decision is made by a plan fiduciary (as defined in ERISA § 3(21)) that is a bank, savings and loan association, insurance company or registered investment advisor.
	 	 
	Initial_______	 	The investor certifies that it is an employee benefit plan whose total assets exceed US$5,000,000 as of the date of this Agreement.
	 	 
	Initial_______	 	The undersigned certifies that it is a self-directed employee benefit plan whose investment decisions are made solely by persons who meet at least one of the criteria for Individual Investors.
	 	 
	Initial_______	 	The investor certifies that it is a U.S. bank as defined in Section 3(a)(2) of the Securities Act, or any U.S. savings and loan association or other similar U.S. institution as defined in Section 3(a)(5) of the Securities Act acting in its individual or fiduciary capacity.
	 	 
	Initial_______	 	The undersigned certifies that it is a broker-dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.
	 	 
	Initial_______	 	The investor certifies that it is an organization described in Section 501(c)(3) of the Internal Revenue Code with total assets exceeding US$5,000,000 and not formed for the specific purpose of investing in the Company.
	 	 
	Initial_______	 	The investor certifies that it is a trust with total assets of at least US$5,000,000, not formed for the specific purpose of investing in the Company, and whose purchase is directed by a person with such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the prospective investment.
	 	 	 
	Initial_______	 	The investor certifies that it is a plan established and maintained by a state or its political subdivisions, or any agency or instrumentality thereof, for the benefit of its employees, and which has total assets in excess of US$5,000,000.
	 	 
	Initial_______	 	The investor certifies that it is an insurance company as defined in Section 2(13) of the Securities Act of 1933, or a registered investment company.



 






     


     


    

 


OLIVIA VENTURES, INC. (TO BE RENAMED
“COMPASS THERAPEUTICS, INC.”)


 


Investor Profile


(Must be completed by Investor)


 


Section A - Personal Investor Information


 


Investor Name(s): _________________________________________________________________________________


 


Individual executing Profile or Trustee: _________________________________________________________________


 


Social Security Numbers / Federal I.D. Number: ___________________________________________________________


 


	Date of Birth:	 	 	Marital Status:	 
	Joint Party Date of Birth:	 	 	Investment Experience (Years):	 
	Annual Income:	 	 	Liquid Net Worth:	 
	Net Worth*:	 	 	 	 


 


	Tax Bracket:	_____ 15% or below	_____ 25% - 27.5%	_____ Over 27.5%


 


Home Street Address: ______________________________________________________________________________


 


Home City, State & Zip Code: ________________________________________________________________________


 


	Home Phone:	 	 	Home Fax:	 	 	Home Email:	 



 


Employer: _______________________________________________________________________________________


 


Employer Street Address: ___________________________________________________________________________


 


Employer City, State & Zip Code: ______________________________________________________________________


 





	Bus. Phone:	 	 	Bus. Fax:	 	 	Bus. Email:	 


 


Nature of Business (type of sector or industry):________________________
Title/Position:________________________


 


Outside Broker/Dealer: _____________________________________________________________________________


 


Section B – Certificate Delivery
Instructions


 


____ Please deliver certificate to the Employer Address
listed in Section A.


____ Please deliver certificate to the Home Address
listed in Section A.


____ Please deliver certificate to the following
address: ________________________________________________


 


Section C – Form
of Payment – Check or Wire Transfer


 


____ Check
payable to Delaware Trust Company, as Escrow Agent for Compass Therapeutics Acct #79-4161


____ Wire funds from my outside account
according to instructions of the Subscription Agreement.


____ The funds for this investment are
rolled over, tax deferred from __________ within the allowed 60 day window.


Please check if you are a FINRA member
or affiliate of a FINRA member firm: _________________________________


 


		 		 
	Investor Signature	 	Date	 


 


		*	For purposes of calculating your net worth in this
form, (a) your primary residence shall not be included as an asset; (b) indebtedness secured by your primary residence,
up to the estimated fair market value of your primary residence at the time of your purchase of the securities, shall not be included
as a liability (except that if the amount of such indebtedness outstanding at the time of your purchase of the securities exceeds
the amount outstanding 60 days before such time, other than as a result of the acquisition of your primary residence, the amount
of such excess shall be included as a liability); and (c) indebtedness that is secured by your primary residence in excess of
the estimated fair market value of your primary residence at the time of your purchase of the securities shall be included as
a liability.



 






     


     


    

 





ANTI MONEY LAUNDERING REQUIREMENTS


 


The USA PATRIOT Act


 


The USA PATRIOT Act is designed to detect,
deter, and punish terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage
firms and financial institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money
laundering programs.


 


To help you understand these efforts, we
want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act.


 


What is money laundering?


 


Money laundering is the process of disguising
illegally obtained money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection
with a wide variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism.


 


How big is the problem and why is it
important?


 


The use of the U.S. financial system by
criminals to facilitate terrorism or other crimes could well taint our financial markets. According to the U.S. State Department,
one recent estimate puts the amount of worldwide money laundering activity at $1 trillion a year.


 


What are we required to do to eliminate
money laundering?


 


Under rules required by the USA PATRIOT
Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent
audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with such laws.
As part of our required program, we may ask you to provide various identification documents or other information. Until you provide
the information or documents we need, we may not be able to effect any transactions for you.


 






     


     


    

 





ANTI-MONEY LAUNDERING INFORMATION FORM


The following is required in accordance
with the AML provision of the USA PATRIOT ACT.


(Please fill out and return with requested
documentation.)


 


INVESTOR NAME:________________________________________________________________


 


LEGAL ADDRESS:________________________________________________________________


 


SSN# or TAX ID#


OF INVESTOR:________________________________________________________________


 


YEARLY INCOME:  _____________________________________________________________________


 


NET WORTH:  _________________________________________________________________________*


 


* For purposes of calculating your net
worth in this form, (a) your primary residence shall not be included as an asset; (b) indebtedness secured by your primary
residence, up to the estimated fair market value of your primary residence at the time of your purchase of the securities, shall
not be included as a liability (except that if the amount of such indebtedness outstanding at the time of your purchase of the
securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of your primary residence,
the amount of such excess shall be included as a liability); and (c) indebtedness that is secured by your primary residence in
excess of the estimated fair market value of your primary residence at the time of your purchase of the securities shall be included
as a liability.


 


INVESTMENT OBJECTIVE(S) FOR ALL INVESTORS:  __________________________


 


ADDRESS OF BUSINESS OR OF EMPLOYER:_____________________________________________


 


                                                                                       _____________________________________ 


 


FOR INVESTORS WHO ARE INDIVIDUALS:
AGE:  _____________________________


 


FOR INVESTORS WHO ARE INDIVIDUALS:
OCCUPATION: _____________________________________


 


FOR INVESTORS WHO ARE ENTITIES:
Business Sector/Industry): ____________________________________


 


BANK SECRECY ACT (BSA) REQUIREMENT


 


Identify and complete for each of the 25% or more beneficial
owner(s) of the entity as defined below:1


 


Name: ______________________________________Percent of Ownership:
___________________


 


Home Address (No PO Box):__________________________________________________________


 


Phone Number: _________________ Email Address: ________________________________


 


Title (if applicable): ___________________________________________________________


 


Social Security Number: ___________________Date of Birth:
________________


 


Please provide documents to verify the
identity of the beneficial owner(s), including a current valid issued government id for each beneficial owner identified above.


 





 









		1	Beneficial Owner: each individual, if any, who directly
or indirectly, through any contract, arrangement, understanding, relationship or otherwise owns 25% or more of the equity interests
of a legal entity investor: (A) a single individual with significant responsibility to control, manage or direct a legal entity
investor, including, (i) an executive officer or senior manager (e.g. Chief Executive Officer, Chief Financial Officer, Chief
Operating Officer, Managing Member, General Partner, President, Vice President or Treasurer) or (ii) any other individual who
regularly performs similar functions or (B) if a trust owns directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, 25% or more of the equity interests of a legal entity investor, the beneficial owner shall mean the
trustee. It is the ultimate beneficial owner(s) that must be identified and not nominees.


 






     


     


    

 


IDENTIFICATION & DOCUMENTATION
AND SOURCE OF FUNDS:


 


		1.	Please submit a copy of non-expired identification for the authorized signatory(ies) on the investment
documents, showing name, date of birth, address and signature. The address shown on the identification document MUST match the
Investor’s address shown on the Investor Signature Page.



 


	Current Driver’s License	or	Valid Passport	or	Identity Card


(Circle one or more)


 


		2.	If the Investor is a corporation, limited liability company, trust or other type of entity, please
submit the following requisite documents: (i) Articles of Incorporation, By-Laws, Certificate of Formation, Operating Agreement,
Trust or other similar documents for the type of entity; and (ii) Corporate Resolution or power of attorney or other similar document
granting authority to signatory(ies) and designating that they are permitted to make the proposed investment.



 


		3.	Please advise where the funds were derived from to make the proposed investment:



 


	Investments	Savings	Proceeds of Sale	Other ____________


(Circle one or more)


 


Signature:  _______________________________________


 


Print Name:  _____________________________________


 


Title (if applicable):  _______________________________


 


Date:  __________________________________________








 






     


     


    

 


DISCLOSURE SCHEDULE


 


June 19, 2020


[**]





 






     


     


    

 


EXHIBIT A


 


Form of Registration Rights Agreement