Exhibit
4.11


 


 


 


 


 


ORCHESTRA
BIOMED, INC.

INVESTORS’ RIGHTS AGREEMENT


 


 


 


 


 



     


     


    

 


Table
of Contents


 


	 	 	Page
	1.	Definitions	1
	2.	Registration Rights	6
	 	2.1	Registration	6
	 	2.2	Registration Procedures for Registrable Securities	8
	 	2.3	Suspension of Offers and Sales	10
	 	2.4	Registration Expenses	10
	 	2.5	Assignment of Rights	10
	 	2.6	Information by Holder	10
	 	2.7	Indemnification	11
	 	2.8	Rule 144	13
	 	2.9	Independent Nature of Each Holder’s Obligations and Rights	13
	 	2.10	Restrictions on Transfer	13
	 	2.11	Termination of Registration Rights	14
	3.	Rights to Future Stock Issuances	14
	 	3.1	Right of First Offer	14
	 	3.2	Termination	16
	4.	Additional Covenants	16
	 	4.1	Successor Indemnification	16
	 	4.2	Indemnification Matters	16
	 	4.3	Right to Conduct Activities	16
	5.	Miscellaneous	17
	 	5.1	Successors and Assigns	17
	 	5.2	Governing Law	17
	 	5.3	Counterparts	17
	 	5.4	Titles and Subtitles	17
	 	5.5	Notices	17
	 	5.6	Amendments and Waivers	17
	 	5.7	Severability	18
	 	5.8	Aggregation of Stock	18
	 	5.9	Additional Investors	18
	 	5.10	Entire Agreement	18
	 	5.11	Dispute Resolution	18
	 	5.12	Delays or Omissions	19
	 	5.13	Acknowledgment	19

 


	SCHEDULE A	-	Investors
	Exhibit A	-	Selling Stockholder Questionnaire




 




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INVESTORS’ RIGHTS AGREEMENT


 


THIS INVESTORS’ RIGHTS
AGREEMENT (this “Agreement”), is made as of May 31, 2018, by and among Orchestra BioMed, Inc., a Delaware corporation
(the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement
as an “Investor” and any additional Investors that become a party to this Agreement in accordance with Subsection
5.9 hereof.


 


RECITALS


 


WHEREAS, the Company
is conducting a private placement offering (the “PPO”) of a minimum of 1,600,000 and a maximum of 2,400,000 shares
of the Company’s Series B Preferred Stock, par value $0.0001 per share (“Series B Preferred”), subject to an
over-allotment of 1,200,000 shares of Series B Preferred;


 


WHEREAS, concurrently
with the PPO, the Company is entering into (i) that certain Agreement and Plan of Merger, dated as of January 22, 2018, by and among
the Company, Caliber Therapeutics, Inc., a Delaware corporation and Caliber Merger Sub, Inc., a Delaware corporation and wholly-owned
subsidiary of the Company, (ii) that certain Agreement and Plan of Merger, dated as of January 22, 2018, by and among the Company,
Backbeat Medical, Inc., a Delaware corporation and Backbeat Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the
Company, (iii) that certain Agreement and Plan of Merger, dated as of January 22, 2018, by and among the Company, FreeHold Surgical, Inc.,
a Delaware corporation and FreeHold Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, (iv) that
certain Share Purchase Agreement, dated as of January 22, 2018, by and among the Company, Orchestra Medical Ventures II, L.P., Orchestra
Medical Ventures II Reserve, LP, Ascent Biomedical Ventures Synecor, L.P. and Ascent Biomedical Ventures II, L.P. for the sale and purchase
of certain shares of Vivasure Medical Limited, an Ireland limited company, and (v) that certain Share Purchase Agreement, dated as
of January 22, 2018, by and among the Company, Orchestra Medical Ventures II, L.P. and Ascent Biomedical Ventures II, L.P. for the sale
and purchase of certain shares of Motus GI Holdings, Inc., a Delaware corporation ((i) - (v), the “Acquisition Agreements”);
and


 


WHEREAS, in order to
induce the Company and Investors to enter into the Acquisition Agreements and consummate the PPO, the Investors and the Company hereby
agree that this Agreement shall govern the rights of the Investors to cause the Company to register shares of Common Stock issuable to
the Investors and to participate in future equity offerings by the Company, and shall govern certain other matters as set forth in this
Agreement.


 


NOW, THEREFORE, the parties
hereby agree as follows:


 


1. Definitions. For
purposes of this Agreement:


 


1.1 “ABV
II” has the meaning set forth in Subsection 4.3.


 


1.2 “Acquisition
Agreements” has the meaning set forth in the Recitals.


 






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


 


1.4 “Allowed
Delay” has the meaning set forth in Subsection 2.1(d)(ii).


 


1.5 “Approved
Market” means the Over-the-Counter Bulletin Board, the OTC Markets, the Nasdaq Stock Market, the New York Stock Exchange or
the NYSE MKT.


 


1.6 “Blackout
Period” means, with respect to a registration, a period, in each case commencing on the day immediately after the Company notifies
the Holders that they are required, because of the occurrence of an event of the kind described in Subsection 2.2(f); to suspend
offers and sales of Registrable Securities during which the Company, in the good faith judgment of its board of directors, determines
(because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction involving the Company,
or the unavailability for reasons beyond the Company's control of any required financial statements, disclosure of information which is
in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company) that the registration
and distribution of the Registrable Securities to be covered by such Registration Statement, if any, would be seriously detrimental to
the Company and its stockholders and ending on the earlier of (i) the date upon which the material non-public information commencing the
Blackout Period is disclosed to the public or ceases to be material or (ii) such time as the Company notifies the selling Holders that
the Company will no longer delay such filing of the Registration Statement, recommence taking steps to make such Registration Statement
effective, or allow sales pursuant to such Registration Statement to resume.


 


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


 


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


 


1.9 “Competitor”
means a Person engaged, directly or indirectly (including through any partnership, limited liability company, corporation, joint venture
or similar arrangement (whether now existing or formed hereafter)), in similar businesses as the Company, but shall not include any financial
investment firm or collective investment vehicle that, together with its Affiliates, holds less than twenty percent (20)% of the outstanding
equity of any Competitor and does not, nor do any of its Affiliates, have a right to designate any members of the board of directors of
any Competitor.


 


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


 


1.11 “Effectiveness
Period” has the meaning set forth in Subsection 2.2(a).


 






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


 


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


 


1.14 “Follow-on
Offering” means the next private placement after the date hereof by the Company of equity securities, or securities of any type
whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities, of which the gross proceeds
or benefit to the Company is valued at $8 million or more, not including those amounts attributable to Holders exercising their rights
under Section 3 hereof; provided that the sale or issuance of any of the following shall not be deemed a Follow-on Offering: (i)
securities issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to any
plan, agreement or arrangement approved by the Board of Directors; (ii) securities issued upon the exercise of options or other equity
incentives; (iii) securities issued to banks, equipment lessors, or other financial institutions, or to real property lessors, pursuant
to debt financing, equipment leasing, or real property leasing transactions approved by the Board of Directors; (iv) securities issued
to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved
by the Board of Directors; (v) securities issued pursuant to the acquisition of another entity by the Company by merger, purchase of substantially
all of the assets or other reorganization or to a joint venture agreement approved by the Board of Directors; or (vi) securities issued
in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic
partnerships approved by the Board of Directors.


 


1.15 “Follow-on
Stock” means any equity securities of the Company, whether or not currently authorized, or securities of any type whatsoever
that are, or may become, convertible or exchangeable into or exercisable for such equity securities, in each case sold by the Company
in a Follow-on Offering.


 


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


 


1.17 “Fund
Director” has the meaning set forth in Subsection 4.2.


 


1.18 “Fund
Indemnitor” has the meaning set forth in Subsection 4.2.


 


1.19 “Holder”
means any holder of Registrable Securities who is a party to this Agreement or any of such holder’s respective successors and Permitted
Assignees who acquire rights in accordance with this Agreement.


 


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


 


1.21 “Investor
Beneficial Owners” has the meaning set forth in Subsection 3.1.


 


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


 






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1.23 “Offer
Notice” has the meaning set forth in Subsection 3.1(a).


 


1.24 “OMV
II” has the meaning set forth in Subsection 4.3.


 


1.25 “Permitted
Assignee” means (a) with respect to a Person, Affiliates of such Person, (b) with respect to a partnership, its general and
limited partners, (c) with respect to a limited liability company, its members and (d) with respect to an individual party, any Immediate
Family Member of such party or any trust for the direct or indirect benefit of the individual or any Immediate Family Member.


 


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


 


1.27 “Piggyback
Registration” means, in any registration of Common Stock as set forth in Subsection 2.1(b), the ability of holders of
Registrable Securities to include Registrable Securities in such registration.


 


1.28 “PPO”
has the meaning set forth in the Recitals.


 


1.29 “Preferred
Stock” means, collectively, shares of the Company’s Series A Preferred, Series B Preferred, and Series C Preferred.


 


1.30 “Qualified
Purchaser” has the meaning set forth in Subsection 2.1(c).


 


1.31 “Registrable
Securities” means (i) the Common Stock issuable or issued upon conversion of the Series B Preferred Stock; (ii) any
Common Stock issued or issuable (directly or indirectly) upon conversion of any Follow-on Stock acquired by the Investors after the date
hereof; and (iii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security
that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in
clauses (i) and (ii) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in
which the applicable rights under this Agreement are not assigned pursuant to Section 5.1, and excluding for purposes of Section
2 any shares for which registration rights have terminated pursuant to Section 2.11 of this Agreement.


 


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


 


1.33 “Registration
Default Date” means the date that is 150 days after the date the Registration Statement is actually filed with the SEC.


 


1.34 “Registration
Default Period” means the period following the Registration Default Date during which any Registration Event occurs and is continuing.


 






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1.35 “Registration
Event” means any of the following events: (a) the Company fails to file with the SEC the Registration Statement on or before
the Registration Filing Date, (b) the Registration Statement is not declared effective by the SEC on or before the Registration Default
Date, (c) after the SEC Effective Date, sales cannot be made pursuant to the Registration Statement for any reason (including without
limitation by reason of a stop order, or the Company’s failure to update the Registration Statement) except as excused pursuant
to Section 2.1(d); or (d) after the SEC Effective Date, the Common Stock generally or the Registrable Securities specifically are not
listed or included for quotation on an Approved Market, or trading of the Common Stock is suspended or halted on the Approved Market,
which at the time constitutes the principal market for the Common Stock, for more than two full, consecutive Trading Days; provided,
however, a Registration Event shall not be deemed to occur if: (1) all or substantially all trading in equity securities (including
the Common Stock) is suspended or halted on the Approved Market for any length of time; (2) the Company commences and pursues an IPO,
as set forth and subject to the terms of Section 2.1(a) of this Agreement; or (3) the Company declares a Blackout Period; provided
however that the Company shall only be permitted to declare two (2) Blackout Periods per year.


 


1.36 “Registration
Filing Date” means the date that is 90 days after the date of the final closing of the Follow-on Offering.


 


1.37 “Registration
Statement” means the registration statement that the Company is required to file pursuant to this Agreement to register the
Registrable Securities or to conduct an IPO.


 


1.38 “Release
Date” has the meaning set forth in Subsection 2.1(e).


 


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


 


1.40 “SEC”
means the Securities and Exchange Commission.


 


1.41 “SEC
Effective Date” means the date the Registration Statement is declared effective by the SEC.


 


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


 


1.43 “SEC
Rule 415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such rule.


 


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


 


1.45 “Series
A Preferred” means Series A Preferred Stock of the Company, par value $0.0001 per share.


 


1.46 “Series
B Preferred” means Series B Preferred Stock of the Company, par value $0.0001 per share.


 


1.47 “Series
B Preferred Certificate of Designations” means that certain Certificate of Designations of Preferences, Rights and Limitations
of Series B Preferred Stock of the Company, filed with the Secretary of State of the State of Delaware.


 






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1.48 “Series
C Preferred” means Series C Preferred Stock of the Company, par value $0.0001 per share.


 


1.49 “Trading
Day” means (a) if the Common Stock is listed or quoted on an Approved Market, then any day during which securities are generally
eligible for trading on the Approved Market, or (b) if the Common Stock is not then listed or quoted and traded on an Approved Market,
then any business day.


 


1.50 “Transfer”
has the meaning set forth in Subsection 2.1(e).


 


1.51 “Voting
Agreement” means that certain Voting Agreement, dated as of the date hereof, by and among the Company and the signatories party
thereto.


 


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


 


2.1 Registration.


 


(a) Registration
on Form S-1. Not later than the Registration Filing Date, the Company shall file with the SEC a Registration Statement on Form S-1,
or other applicable form, relating to the resale by the Holders of all of the Registrable Securities, and the Company shall use its commercially
reasonably efforts to cause such Registration Statement to be declared effective prior to the Registration Default Date (such Registration
Statement a “Resale Registration”). Notwithstanding the foregoing, in the event the Company files a Registration Statement
to register for sale any of its Common Stock in an IPO on or before the Registration Filing Date and such Registration Statement is declared
effective by the SEC on or before the Registration Default Date, then the foregoing obligation to file a Resale Registration shall terminate
and no Registration Event can be deemed to occur thereafter.


 


(b) Piggyback
Registration. In addition to the Company’s agreement pursuant to Subsection 2.1(a) above, if the Company shall determine
at any time after the consummation of an IPO to register for sale any of its Common Stock in an underwritten offering, the Company shall
so advise the Holders of the Registrable Securities. In that event, the right of any Holder to Piggyback Registration shall be conditioned
upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting
to the extent provided herein. All Holders proposing to sell any of their Registrable Securities through such underwriting shall (together
with the Company and any other stockholders of the Company selling their securities through such underwriting) enter into an underwriting
agreement in customary form with the underwriter selected for such underwriting by the Company or the selling stockholders, as applicable.
Notwithstanding any other provision of this section, if the underwriter or the Company determines that marketing factors require a limitation
on the number of shares of Common Stock or the amount of other securities to be underwritten, the underwriter may exclude some or all
Registrable Securities from such registration and underwriting. The Company shall so advise all Holders (except those Holders who failed
to timely elect to include their Registrable Securities through such underwriting or have indicated to the Company their decision not
to do so), and indicate to each such Holder the number of shares of Registrable Securities that may be included in the registration and
underwriting, if any. The number of shares of Registrable Securities to be included in such registration and underwriting shall be allocated
first to the Company and then, subject to obligations and commitments existing as of the date hereof, to all selling stockholders, including
the Holders, who have requested to sell in the registration on a pro rata basis according to the number of shares requested to be included
therein. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included
in such registration and no liquidated damages as set forth in Subsection 2.1(c) shall accrue with respect to such excluded securities.
If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw such Holder’s Registrable Securities
therefrom by delivering a written notice to the Company and the underwriter. The Registrable Securities so withdrawn from such underwriting
shall also be withdrawn from such registration; provided, however, that, if by the withdrawal of such Registrable Securities, a greater
number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed
by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right
to include additional Registrable Securities pursuant to the terms and limitations set forth herein in the same proportion used above
in determining the underwriter limitation.


 






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(c) Occurrence of a Registration
Event. If a Registration Event occurs, then the Company will make payments to each Holder of Registrable Securities (a “Qualified
Purchaser”), as liquidated damages for the amount of damages to the Qualified Purchaser by reason thereof, at a rate equal
to 0.50% of the purchase price per Unit paid by such Holder in the PPO for the Registrable Securities then held by each Qualified Purchaser
for each full period of 30 days of the Registration Default Period (which shall be pro-rated for any period less than 30 days); provided,
however, if a Registration Event occurs (or is continuing), liquidated damages shall be paid only with respect to that portion
of the Qualified Purchaser’s Registrable Securities that cannot then be immediately resold without restriction in reliance
on SEC Rule 144 provided that the Company is, at such time, subject to the periodic reporting requirements of Section 12(g) or 15(d) of
the Exchange Act. Notwithstanding the foregoing, the maximum amount of liquidated damages that may be paid to any Qualified Purchaser
pursuant to this Subsection 2.1(c) shall be an amount equal to 6% of the purchase price per Unit paid by such Holder in the PPO
for the Registrable Securities held by such Qualified Purchaser at the time of the first occurrence of a Registration Event. Each such
payment shall be due and payable within five days after the end of each full 30-day period of the Registration Default Period until the
termination of the Registration Default Period and within five days after such termination. Such payments shall constitute the Qualified
Purchaser’s exclusive remedy for such events. If the Company fails to pay any partial liquidated damages or refund pursuant to
this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 2% per annum (or such
lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated
damages are due until such amounts, plus all such interest thereon, are paid in full. The Registration Default Period shall terminate
upon (i) the filing of the Registration Statement in the case of clause (a) of the definition of Registration Event, (ii) the SEC Effective
Date in the case of clause (b) of the definition of Registration Event, (iii) the ability of the Qualified Purchaser to effect sales
pursuant to the Registration Statement in the case of clause (c) of the definition of Registration Event, and (iv) the listing or inclusion
and/or trading of the Common Stock on an Approved Market, as the case may be, in the case of clause (d) of the definition of Registration
Event. The amounts payable as liquidated damages pursuant to this Subsection 2.1(c) shall be payable in lawful money of the United
States.


 


(d) Notwithstanding
the provisions of Subsection 2.1(c) above:


 


(i) (a)
if the SEC does not declare the Registration Statement effective on or before the Registration Default Date, or (b) if the SEC allows
the Registration Statement to be declared effective at any time before or after the Registration Default Date, subject to the withdrawal
of certain Registrable Securities from the Registration Statement, and the reason for (a) or (b) is the SEC’s determination that
(x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) SEC Rule 415 may
not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable
Securities must be named as an underwriter, the Holders understand and agree that in the case of (b) the Company may reduce, on a pro
rata basis, the total number of Registrable Securities to be registered on behalf of each such Holder, and, in the case of (a) or
(b), that a Holder shall not be entitled to any liquidated damages with respect to the Registrable Securities not registered for the reason
set forth in (a), or so reduced on a pro rata basis as set forth in (b). In addition, any such affected Holder shall be entitled
to Piggyback Registration rights after the Registration Statement is declared effective by the SEC until such time as: (AA) all Registrable
Securities have been registered pursuant to an effective Registration Statement, (BB) the Registrable Securities may be resold without
restriction pursuant to SEC Rule 144 of the Securities Act, or (CC) the Holder agrees to be named as an underwriter in any such registration
statement. The Holders acknowledge and agree the provisions of this paragraph may apply to more than one Registration Statement; and


 


(ii) for
not more than thirty (30) consecutive days or for a total of not more than sixty (60) days in any twelve (12) month period, the Company
may suspend the use of any prospectus included in any Registration Statement contemplated by this Section in the event that the Company
determines in good faith that such suspension is necessary to (A) delay the disclosure of material non-public information concerning the
Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or
(B) amend or supplement the affected Registration Statement or the related prospectus so that such Registration Statement or prospectus
shall not include 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 case of the prospectus in light of the circumstances under which they were made, not misleading, including
in connection with the filing of a post-effective amendment to such Registration Statement in connection with the Company’s filing
of an Annual Report on Form 10-K for any fiscal year (an “Allowed Delay”); provided, that the Company shall promptly
(a) notify each Holder in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Holder)
disclose to such Holder any material non-public information giving rise to an Allowed Delay, (b) advise the Holders in writing to cease
all sales under the Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate
an Allowed Delay as promptly as practicable. In the event of an Allowed Delay, the liquidated damages set forth in Subsection 2.1(c)
shall not accrue during such Allowed Delay.


 






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(e) Holdback
Agreements. Each Holder understands that (i) it shall not sell, offer, pledge, contract to sell, grant any option or contract to purchase,
purchase any option or contract to sell, grant any right or warrant to purchase, lend or otherwise transfer or encumber, directly or indirectly,
any shares of the Registrable Securities (“Transfer”), nor shall such Holder enter into any swap, hedging or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of the Registrable
Securities until the Release Date (as defined below); provided, however, that in connection with a Resale Registration only, such Holder
shall be permitted to Transfer up to fifty percent (50%) of such Holder’s Registrable Securities at any time on or after the SEC
Effective Date of such Resale Registration, and (ii) it shall be entitled to Transfer up to the remaining fifty percent (50%) of such
Holder’s Registrable Securities at any time on or after such date that is six (6) months following the SEC Effective Date of such
Resale Registration. Each Holder hereby covenants and agrees that (x) it shall abide by the restrictions set forth above and (y) the Company
shall be entitled to place “stop transfer” instructions with the Company’s transfer agent in compliance with the above
restrictions. For purposes of this clause (e), the term “Release Date” shall mean six (6) months from the SEC Effective
Date (which six (6) month term may be extended to twelve (12) months at the discretion of the underwriter in the case of an IPO). The
foregoing provisions of this Subsection 2.1(e) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting
agreement, or the Transfer of any Registrable Securities to Permitted Assignees, provided that such Permitted Assignee agrees to
be bound in writing by the restrictions set forth herein, and provided, further, that any such Transfer shall not involve
a disposition for value. The underwriters in connection with such registration are intended third-party beneficiaries of this Subsection
2.1(e) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder
further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that
are consistent with this Subsection 2.1(e) or that are necessary to give further effect thereto. Any discretionary waiver or termination
of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to
such agreements, based on the number of shares subject to such agreements.


 


2.2 Registration Procedures
for Registrable Securities. The Company will keep each Holder reasonably advised as to the filing and effectiveness of the Registration
Statement. At its expense with respect to the Registration Statement, the Company will:


 


(a) prepare
and file with the SEC with respect to the Registrable Securities, a Registration Statement on Form S-1, or any other form for which the
Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable
Securities in accordance with the intended methods of distribution thereof, and use its commercially reasonable efforts to cause such
Registration Statement to become effective and shall remain effective for a period of eighteen months or for such shorter period ending
on the date when all of the Registrable Securities registered thereunder shall have been sold (the “Effectiveness Period”).
Thereafter, the Company shall be entitled to withdraw such Registration Statement and the Holders shall have no further right to offer
or sell any of the Registrable Securities registered for resale thereon pursuant to the respective Registration Statement (or any prospectus
relating thereto);


 


(b) if
the Registration Statement is subject to review by the SEC, respond in a commercially reasonable manner to all comments and diligently
pursue resolution of any comments to the satisfaction of the SEC;


 


(c) prepare
and file with the SEC such amendments and supplements to such Registration Statement as may be necessary to keep such Registration Statement
effective during the Effectiveness Period;


 


(d) furnish,
without charge, to each Holder of Registrable Securities covered by such Registration Statement (i) a reasonable number of copies of such
Registration Statement (including any exhibits thereto other than exhibits incorporated by reference), each amendment and supplement thereto
as such Holder may reasonably request, (ii) such number of copies of the prospectus included in such Registration Statement (including
each preliminary prospectus and any other prospectus filed under Rule 424 of the Securities Act) as such Holders may reasonably request,
in conformity with the requirements of the Securities Act, and (iii) such other documents as such Holder may require to consummate the
disposition of the Registrable Securities owned by such Holder, but only during the Effectiveness Period;


 






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(e) use
its commercially reasonable efforts to register or qualify such registration under such other applicable securities laws of such jurisdictions
as any Holder of Registrable Securities covered by such Registration Statement reasonably requests and as may be necessary for the marketability
of the Registrable Securities (such request to be made by the time the applicable Registration Statement is deemed effective by the SEC)
and do any and all other acts and things necessary to enable such Holder to consummate the disposition in such jurisdictions of the Registrable
Securities owned by such Holder, provided, that the Company shall not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this paragraph, (ii) subject itself to taxation in any such jurisdiction,
or (iii) consent to general service of process in any such jurisdiction.


 


(f) notify
each Holder of Registrable Securities, the disposition of which requires delivery of a prospectus relating thereto under the Securities
Act, of the happening of any event (as promptly as practicable after becoming aware of such event), which comes to the Company’s
attention, that will after the occurrence of such event cause the prospectus included in such Registration Statement, if not amended or
supplemented, to contain an untrue statement of a material fact or an omission to state a material fact required to be stated therein
or necessary to make the statements therein not misleading and the Company shall promptly thereafter prepare and furnish to such Holder
a supplement or amendment to such prospectus (or prepare and file appropriate reports under the Exchange Act) so that, as thereafter delivered
to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the statements therein not misleading, unless suspension of
the use of such prospectus otherwise is authorized herein or in the event of a Blackout Period, in which case no supplement or amendment
need be furnished (or Exchange Act filing made) until the termination of such suspension or Blackout Period;


 


(g) comply,
and continue to comply during the Effectiveness Period, in all material respects with the Securities Act and the Exchange Act and with
all applicable rules and regulations of the SEC with respect to the disposition of all securities covered by such Registration Statement;


 


(h) as
promptly as practicable after becoming aware of such event, notify each Holder of Registrable Securities being offered or sold pursuant
to the Registration Statement of the issuance by the SEC of any stop order or other suspension of effectiveness of the Registration Statement;


 


(i) use
its commercially reasonable efforts to cause all the Registrable Securities covered by the Registration Statement to be quoted on the
OTC Bulletin Board or such other Approved Market on which securities of the same class or series issued by the Company are then listed
or traded;


 


(j) provide
a transfer agent and registrar, which may be a single entity, for the shares of Common Stock at all times;


 


(k) if
requested by the Holders, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable
Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free, to the extent permitted
by applicable law, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in
such names as any such Holders may request;


 






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(l) during
the Effectiveness Period, refrain from bidding for or purchasing any Common Stock or any right to purchase Common Stock or attempting
to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of the Holders
to sell Registrable Securities by reason of the limitations set forth in Regulation M of the Exchange Act; and


 


(m) take
all other reasonable actions necessary to expedite and facilitate the disposition by the Holders of the Registrable Securities pursuant
to the Registration Statement.


 


2.3 Suspension of Offers
and Sales. Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described
in Subsection 2.2(f) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition of Registrable
Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus
contemplated by Subsection 2.2(f) hereof or notice of the end of the Blackout Period, and, if so directed by the Company, such
Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation, any and all drafts),
other than permanent file copies, then in such Holder’s possession, of the prospectus covering such Registrable Securities current
at the time of receipt of such notice.


 


2.4 Registration Expenses.
The Company shall pay all expenses in connection with any registration obligation provided herein, including, without limitation, all
registration, filing, stock exchange fees, printing expenses, all fees and expenses of complying with applicable securities laws, and
the fees and disbursements of counsel for the Company and of its independent accountants; provided, that, in any registration,
each party shall pay for its own underwriting discounts and commissions and transfer taxes. Except as provided in this section and Subsection
2.7, the Company shall not be responsible for the expenses of any attorney or other advisor employed by a Holder.


 


2.5 Assignment of Rights.
No Holder may assign its registration rights under this Agreement to any party without the prior written consent of the Company; provided,
however, that any Holder may assign its registration rights under this Agreement without such consent to a Permitted Assignee as
long as (a) such transfer or assignment is effected in accordance with applicable securities laws; (b) such transferee or assignee agrees
in writing to become subject to the terms of this Agreement; and (c) such Holder notifies the Company in writing of such transfer or
assignment, stating the name and address of the transferee or assignee and identifying the Registrable Securities with respect to which
such rights are being transferred or assigned.


 


2.6 Information by Holder.
A Holder with Registrable Securities included in any registration shall furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of such securities as shall be required in order to comply
with any applicable law or regulation in connection with the registration of such Holder’s Registrable Securities or any qualification
or compliance with respect to such Holder’s Registrable Securities and referred to in this Agreement. A form of Selling Stockholder
Questionnaire is attached as Exhibit A hereto for such purposes.


 






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2.7 Indemnification.


 


(a) In
the event of the offer and sale of Registrable Securities under the Securities Act, the Company shall, and hereby does, indemnify and
hold harmless, to the fullest extent permitted by law, each Holder, its directors, officers, partners, each other person who participates
as an underwriter in the offering or sale of such securities, and each other person, if any, who controls or is under common control with
such Holder or any such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, Damages or liabilities,
joint or several, and expenses to which the Holder or any such director, officer, partner or underwriter or controlling person may become
subject under the Securities Act, the Exchange Act, or any other federal or state law, insofar as such losses, claims, Damages, liabilities
or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue
statement of any material fact contained in any registration statement prepared and filed by the Company under which Registrable Securities
were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any
amendment or supplement thereto, or any omission to state therein a material fact required to be stated or necessary to make the statements
therein in light of the circumstances in which they were made not misleading, or any violation or alleged violation of the Securities
Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any
state securities law in connection with this Agreement; and the Company shall reimburse the Holder, and each such director, officer, partner,
underwriter and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating, defending
or settling any such loss, claim, damage, liability, action or proceeding; provided, that such indemnity agreement found in this
Subsection 2.7(a) shall in no event exceed the net proceeds from the PPO received by the Company; and provided further,
that the Company shall not be liable in any such case (i) to the extent that any such loss, claim, damage, liability (or action or proceeding
in respect thereof) or expense arises out of or is based upon an untrue statement in or omission from such registration statement, any
such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by the Holder specifically for use in the preparation thereof or (ii) if the person asserting any
such loss, claim, damage, liability (or action or proceeding in respect thereof) who purchased the Registrable Securities that are the
subject thereof did not receive a copy of an amended preliminary prospectus or the final prospectus (or the final prospectus as amended
or supplemented) at or prior to the written confirmation of the sale of such Registrable Securities to such person because of the failure
of such Holder or underwriter to so provide such amended preliminary or final prospectus and the untrue statement or omission of a material
fact made in such preliminary prospectus was corrected in the amended preliminary or final prospectus (or the final prospectus as amended
or supplemented). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holders,
or any such director, officer, partner, underwriter or controlling person and shall survive the transfer of such shares by the Holder.


 


(b) As
a condition to including Registrable Securities in any registration statement filed pursuant to this Agreement, each Holder agrees to
be bound by the terms of this Subsection 2.7 and to indemnify and hold harmless, to the fullest extent permitted by law, the Company,
its directors and officers, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities
Act, against any losses, claims, Damages or liabilities, joint or several, to which the Company or any such director or officer or controlling
person may become subject under the Securities Act, the Exchange Act, or any other federal or state law, to the extent arising out of
or based solely upon: (x) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y)
any untrue or alleged untrue statement of a material fact contained in any registration statement, any prospectus, or any form of prospectus,
or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission
of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only
to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company
specifically for inclusion in the registration statement or such prospectus or (ii) to the extent that (1) such untrue statements or omissions
are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein,
or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities
and was reviewed and expressly approved in writing by such Holder expressly for use in the Registration Statement, such prospectus or
such form of prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified
in Subsection 2.2(f) hereof, the use by such Holder of an outdated or defective prospectus after the Company has notified such
Holder in writing that the prospectus is outdated or defective and prior to the receipt by such Holder of the advice contemplated in Subsection
2.2(f). In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds
received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.


 






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(c) Promptly
after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in this
Section (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying
party, give written notice to the indemnifying party of the commencement of such action; provided, that the failure of any indemnified
party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section, except to the
extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an
indemnified party, unless in the reasonable judgment of counsel to such indemnified party a conflict of interest between such indemnified
and indemnifying parties may exist or the indemnified party may have defenses not available to the indemnifying party in respect of such
claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, with counsel reasonably satisfactory
to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by
the latter in connection with the defense thereof, unless in such indemnified party’s reasonable judgment a conflict of interest
between such indemnified and indemnifying parties arises in respect of such claim after the assumption of the defenses thereof or the
indemnifying party fails to defend such claim in a diligent manner, other than reasonable costs of investigation. Neither an indemnified
nor an indemnifying party shall be liable for any settlement of any action or proceeding effected without its consent. No indemnifying
party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement, which does not
include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability
in respect of such claim or litigation. Notwithstanding anything to the contrary set forth herein, and without limiting any of the rights
set forth above, in any event any party shall have the right to retain, at its own expense, counsel with respect to the defense of a claim.


 


(d) If
an indemnifying party does or is not permitted to assume the defense of an action pursuant to Subsection 2.7(c) or in the case
of the expense reimbursement obligation set forth in Subsections 2.7(a) and (b), the indemnification required by Subsections
2.7(a) and (b) shall be made by periodic payments of the amount thereof during the course of the investigation or defense,
as and when bills received or expenses, losses, Damages, or liabilities are incurred.


 


(e) If
the indemnification provided for in Subsections 2.7(a) or (b) is held by a court of competent jurisdiction to be unavailable
to an indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, the indemnifying party, in lieu
of indemnifying such indemnified party hereunder, shall (i) contribute to the amount paid or payable by such indemnified party as a result
of such loss, liability, claim, damage or expense as is appropriate to reflect the proportionate relative fault of the indemnifying party
on the one hand and the indemnified party on the other (determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or omission relates to information supplied by the indemnifying party or the indemnified party
and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or
omission), or (ii) if the allocation provided by clause (i) above is not permitted by applicable law or provides a lesser sum to the indemnified
party than the amount hereinafter calculated, not only the proportionate relative fault of the indemnifying party and the indemnified
party, but also the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other, as well
as any other relevant equitable considerations. No indemnified party guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any indemnifying party who was not guilty of such fraudulent misrepresentation.


 


(f) Other
Indemnification. Indemnification similar to that specified in this Section (with appropriate modifications) shall be given by the
Company and each Holder of Registrable Securities with respect to any required registration or other qualification of securities under
any federal or state law or regulation or governmental authority other than the Securities Act.


 






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2.8 Rule 144. With
a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time
permit the Holders to sell the Registrable Securities to the public without registration, the Company agrees: (i) to make and keep public
information available as those terms are understood in SEC Rule 144, (ii) to file with the SEC in a timely manner all reports and other
documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act pursuant to SEC Rule
144, (iii) as long as any Holder owns any Registrable Securities, to furnish in writing upon such Holder’s request a written statement
by the Company that it has complied with the reporting requirements of SEC Rule 144 and of the Securities Act and the Exchange Act, and
to furnish to such Holder a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so
filed by the Company as may be reasonably requested in availing such Holder of any rule or regulation of the SEC permitting the selling
of any such Registrable Securities without registration, (iv) with respect to the sale of any Registrable Securities by a Holder pursuant
to SEC Rule 144 and subject to Holder providing necessary documentation to meet the requirements of such rule, to promptly furnish, without
any charge to such Holder, a written legal opinion of its counsel to facilitate such sale and, if necessary, instruct its transfer agent
in writing that it may rely on said written legal opinion of counsel with respect to said sale and (v) undertake any additional actions
commercially reasonably necessary to maintain the availability of the use of SEC Rule 144.


 


2.9 Independent Nature
of Each Holder’s Obligations and Rights. The obligations of each Holder under this Agreement are several and not joint with
the obligations of any other Holder, and each Holder shall not be responsible in any way for the performance of the obligations of any
other Holder under this Agreement. Nothing contained herein and no action taken by any Holder pursuant hereto, shall be deemed to constitute
such Holders as a partnership, an association, a joint venture, or any other kind of entity, or create a presumption that the Holders
are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Each
Holder 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 Holder to be joined as an additional party in any proceeding for such purpose.


 


2.10 Restrictions on Transfer.


 


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


 


(b) Each
certificate, instrument, or book entry representing (i) the Preferred Stock, (ii) the Registrable Securities, and (iii) any
other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend, recapitalization,
merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Subsection 2.10(c)) be notated
with a legend substantially in the following form:


 


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


 


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


 


The Holders consent to the Company
making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the
restrictions on transfer set forth in this Subsection 2.10.


 






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(c) The
holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of this
Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a Registration
Statement under the Securities Act covering the proposed transaction, the Holder thereof shall give notice to the Company of such Holder’s
intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale,
pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense
by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company,
addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a
“no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without
registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any
other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted
Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be
entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the
Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance
with SEC Rule 144; or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder
for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Subsection 2.10.
Each certificate, instrument, or book entry representing the Restricted Securities transferred as above provided shall be notated with,
except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Subsection 2.10(b), except
that such certificate, instrument, or book entry shall not be notated with such restrictive legend if, in the opinion of counsel for such
Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act.


 


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


 


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


 


(b) such
time as the Company is subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act and SEC
Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without
limitation during a three-month period without registration; and


 


(c) the
fifth (5th) anniversary of the IPO.


 


3. Rights
to Future Stock Issuances.


 


3.1 Right of First Offer.
Subject to the terms and conditions of this Subsection 3.1 and applicable securities laws, if the Company proposes to offer or
sell any Follow-on Stock, the Company shall first offer such Follow-on Stock to each holder of Series B Preferred. A holder of Series
B Preferred shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate,
among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or
any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act,
of such holder of Series B Preferred (“Investor Beneficial Owners”); provided that each such Affiliate or Investor
Beneficial Owner (x) is not a Competitor or FOIA Party, unless such party’s purchase of Follow-on Stock is otherwise consented
to by the Board of Directors, (y) agrees to enter into this Agreement and the Voting Agreement of even date herewith among the Company,
the Investors and the other parties named therein, as an “Investor”, and (z) agrees to purchase at least such number
of Follow-on Stock as are allocable hereunder to the holder of Series B Preferred holding the fewest number of shares of Series B Preferred.


 






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(a) The
Company shall give notice (the “Offer Notice”) to each holder of Series B Preferred, stating (i) its bona fide
intention to offer such Follow-on Stock, (ii) the number of shares of such Follow-on Stock to be offered, and (iii) the price
and terms, if any, upon which it proposes to offer such Follow-on Stock.


 


(b) By
notification to the Company within twenty (20) days after the Offer Notice is given, each holder of Series B Preferred may elect to purchase
or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that dollar amount of Follow-on Stock which equals
the product of the number of Series B Preferred held by such holder and the Stated Value per share (as adjusted for stock splits, stock
dividends, combinations or other recapitalizations of the Series B Preferred) (as such term is defined in the Series B Preferred Certificate
of Designations) of such holder’s Series B Preferred. The closing of any sale pursuant to this Subsection 3.1(b) shall
occur within the earlier of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of Follow-on
Stock pursuant to Section 3.1(c).


 


(c) If
all Follow-on Stock referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 3.1(b),
the Company may, during the period following the expiration of the periods provided in Subsection 3.1(b), offer and sell the remaining
unsubscribed portion of such Follow-on Stock to any Person or Persons at a price not less than, and upon terms no more favorable to the
offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the Follow-on Stock
within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided
hereunder shall be deemed to be revived and such Follow-on Stock shall not be offered unless first reoffered to the holder of Series B
Preferred in accordance with this Subsection 3.1.


 


(d) The
right of first offer in this Subsection 3.1 shall not be applicable to Exempted Securities (as defined in the Company’s Certificate
of Incorporation) or, subject to Section 3.1(g) below, shares of Common Stock issued in the IPO.


 


(e) The
right of first offer set forth in this Subsection 3.1 shall terminate with respect to any holder of Series B Preferred who fails
to purchase, in any transaction subject to this Subsection 3.1, all of such holder’s pro rata amount of the Follow-on Stock
allocated (or, if less than such holder’s pro rata amount is offered by the Company, such lesser amount so offered) to such holder
of Series B Preferred pursuant to this Subsection 3.1. Following any such termination, such Investor shall no longer be deemed
a “holder of Series B Preferred” for any purpose of this Subsection 3.1.


 


(f) Notwithstanding
any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection 3.1, the Company may elect to
give notice to the holders of Series B Preferred within thirty (30) days after the issuance of Follow-on Stock. Such notice shall
describe the type, price, and terms of the Follow-on Stock. Each holder of Series B Preferred shall have twenty (20) days from the date
notice is given to elect to purchase up to the number of Follow-on Stock that it could have purchased as calculated in Subsection 3.1(b).
The closing of such sale shall occur within sixty (60) days of the date notice is given to the holders of Series B Preferred.


 


(g) In
the event that prior to the occurrence of a Follow-on Offering if the Company shall determine to register for sale for cash any of its
Common Stock in an IPO, then to the extent permitted by applicable law, SEC policy and the underwriter, the Company shall use its best
efforts to ensure that holders of Series B Preferred shall have the opportunity to purchase, at the price and on the terms specified in
the IPO prospectus, a dollar amount up to that amount of Common Stock issued in the IPO which equals the product of the number of Series
B Preferred held by such holder and the Stated Value per share (as adjusted for stock splits, stock dividends, combinations or other recapitalizations
of the Series B Preferred) of such holder’s Series B Preferred. In the event that holders of Series B Preferred are not, despite
the Company’s best efforts, granted the right to purchase in the IPO the amount of Common Stock set forth in the immediately preceding
sentence, then to the extent permitted by applicable law and SEC policy, the Company shall make available for such holders to purchase,
in a concurrent private placement, such amount of Common Stock.


 






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3.2 Termination. The
covenants set forth in Subsection 3.1 shall terminate and be of no further force or effect (i) immediately upon the consummation
of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of
the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation,
whichever event occurs first and, as to each holder of Series B Preferred, in accordance with Subsection 3.1(e).


 


4. Additional Covenants.


 


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


 


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


 


4.3 Right to Conduct Activities.
The Company hereby agrees and acknowledges that each of Orchestra Medical Ventures II, L.P. (“OMV II”) and Ascent
Biomedical Ventures II, L.P. (“ABV II”) (together with their affiliates) are professional investment funds, and as
such invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently
conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, OMV
II and ABV II shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by OMV II or ABV
II in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of OMV II or
ABV II to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive
company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the
foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s
confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated
with his or her fiduciary duties to the Company.


 






    16


     


    

 


5. Miscellaneous.


 


5.1 Successors and Assigns.
The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a Permitted Assignee or other
Affiliate of a Holder of Registrable Securities; provided, however, that (x) the Company is, within a reasonable time
after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect
to which such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the Company to be
bound by and subject to the terms and conditions of this Agreement, including the provisions of Subsection 2.9. The terms and
conditions of this Agreement inure to the benefit of and are binding upon the respective successors and Permitted Assignees of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective
successors and Permitted Assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly
provided herein.


 


5.2 Governing Law.
This Agreement shall be governed by the internal law of the State of Delaware.


 


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


 


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


 


5.5 Notices. All notices
and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the
earlier of actual receipt or (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail
or facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s
next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested,
postage prepaid; or (iv) one (1) business day after the business day of deposit with a nationally recognized overnight
courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the
respective parties at their addresses as set forth on the subscription signature page executed pursuant to the PPO, or otherwise set
forth in the books and records of the Company, in the case of an Investor, or to the principal office of the Company and to the attention
of the Chief Executive Officer, in the case of the Company, or to such email address, facsimile number, or address as subsequently modified
by written notice given in accordance with this Subsection 5.5. If notice is given to the Company it shall be sent to Orchestra
BioMed, Inc., 150 Union Square Drive, New Hope PA 18938, Attention: David Hochman.


 


5.6 Amendments and Waivers.
Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular
instance, and either retroactively or prospectively) only with the written consent of the Company and the holders of 51% of the Registrable
Securities then outstanding; provided that the Company may in its sole discretion waive compliance with Subsection 2.10(c) (and
the Company’s failure to object promptly in writing after notification of a proposed assignment allegedly in violation of Subsection
2.10(c) shall be deemed to be a waiver); and provided further that any provision hereof may be waived by any waiving
party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing, this Agreement may not
be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent
of such Investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion. The Company shall give
prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such
amendment, termination, or waiver. Any amendment, termination, or waiver effected in accordance with this Subsection 5.6 shall
be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term,
condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing
waiver of any such term, condition, or provision.


 






    17


     


    

 


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


 


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


 


5.9 Additional Investors.
Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Preferred Stock
after the date hereof, whether pursuant to the PPO, the Follow-On Offering or otherwise, any purchaser of such shares of Preferred Stock
may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement (and a subscription
document signed by purchasers in the PPO shall, for the purposes of this Subsection 5.9, qualify as a counterpart signature page
hereto), and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall
be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing
to be bound by all of the obligations as an “Investor” hereunder and the Company may unilaterally update Schedule A
hereto to account for all such additional Investors.


 


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


 


5.11 Dispute Resolution.
The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction
of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising
out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon
this Agreement except in the state courts of New York or the United States District Court for the Southern District of New York and (c) hereby
waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that
it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or
execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding
is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.


 






    18


     


    

 


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


 


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


 


5.13 Acknowledgment.
The Company acknowledges that certain of the Investors are in the business of venture capital investing and therefore review the business
plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete
directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from
investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those
of the Company.


 


[Remainder of Page Intentionally Left Blank]


 






    19


     


    

 


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


 


	 	ORCHESTRA BIOMED, INC.
	 	 	 
	 	By: 	/s/ Todd Van Emburgh  
	 	Name:  	Todd Van Emburgh  
	 	Title: 	CEO  
	 	 	 
	 	[INVESTORS]:
	 	 	 
	 	By:  	 
	 	Name: 	 
	 	Title:  	 



 


Signature
Page to Investors’ Rights Agreement


 






     


     


    

 

SCHEDULE A


 


Investors1


 





 








	1	Joinder Agreements executed by Investors are attached.



 




     


     


    

 


Exhibit A


 


Selling
Stockholder Questionnaire


 


[To be
attached.]


 




     


     


    

 


This Joinder to Investors’
Rights Agreement is hereby executed as of the date first above written.


 





	 	COMPANY:
	 	 
	 	ORCHESTRA BIOMED, INC,
	 	 
	 	By:	              
	 	Name:	 
	 	Title:	 





 


	Holder:	 
	 	 
	Entity:	 
	Name of Entity: AKS Family Partners, LP	 
	 	 
	By: 	/s/ Adam Stern  	 
	 	Name and Title: Adam Stern, General Partner	 
	 	Address: [Omitted pursuant to Item 601(a)(6)]	 
	 	Email: [Omitted pursuant to Item 601(a)(6)]	 
	 	Number of Shares: 450,000	 
	 	 	 
	Individual:	 
	 	 
	/s/ Adam Stern  	 
	Signature	 
	Name: Adam Stern	 
	Address: [Omitted pursuant to Item 601(a)(6)]	 
	Email: [Omitted pursuant to Item 601(a)(6)]	 
	Number of Shares: 205,000	 



 




     


     


    

 


This Joinder to Investors’
Rights Agreement is hereby executed as of the date first above written.


 


	 	COMPANY:
	 	 
	 	ORCHESTRA BIOMED, INC,
	 	 
	 	By: 	              
	 	Name:	 
	 	Title:	 


 


	Holder:	 
	 	 
	Entity:	 
	Name of Entity: ________________	 
	 	 
	By: ___________________________	 
	Signature	 
	Name and Title: _________________	 
	Address: _______________________	 
	Email: _________________________	 
	Number of Shares: _______________	 


 


	Individual:	 
	 	 
	/s/ Brian Eliot Peierls  	 
	Signature	 
	Name: Brian Eliot Peierls	 
	Address: [Omitted pursuant to Item 601(a)(6)]	 
	Email: [Omitted pursuant to Item 601(a)(6)]	 
	Number of Shares: 25,000	 


 




     


     


    

 


This Joinder to Investors’
Rights Agreement is hereby executed as of the date first above written.


 


	 	COMPANY:
	 	 
	 	ORCHESTRA BIOMED, INC,
	 	 
	 	By: 	              
	 	Name:	 
	 	Title:	 


 


	Holder:	 
	 	 
	Entity:	 
	Name of Entity: Collier Holdings LLC	 
	 	 
	By: 	/s/ Todd Van Emburgh  	 
	 	Name and Title: Todd Van Emburgh / Member	 
	 	Address: [Omitted pursuant to Item 601(a)(6)]	 
	 	Email: [Omitted pursuant to Item 601(a)(6)]	 
	 	Number of Shares: _____________	 


 


Individual:


______________________________

Signature

Name: ________________________

Address: _______________________

Email: _________________________

Number of Shares: _______________


 




     


     


    

 


This Joinder to Investors’
Rights Agreement is hereby executed as of the date first above written.


 





	 	COMPANY:
	 	 
	 	ORCHESTRA BIOMED, INC,
	 	 
	 	By:	              
	 	Name:	 
	 	Title:	 




 


	Holder:	 
	 	 
	Entity:	 
	Name of Entity: DB Investor Group LLC	 
	 	 
	By:	 /s/ David Bocchi  	 
	 	Name and Title: David Bocchi	 
	 	Address: [Omitted pursuant to Item 601(a)(6)]	 
	 	Email: [Omitted pursuant to Item 601(a)(6)]	 
	 	Number of Shares: ________________	 
	 	 
	Individual:	 
	 	 
	/s/ David Bocchi  	 
	Signature	 
	Name: David Bocchi	 
	Address: [Omitted pursuant to Item 601(a)(6)]	 
	Email: [Omitted pursuant to Item 601(a)(6)]	 
	Number of Shares: ___________________	 


 




     


     


    

 


This Joinder to Investors’
Rights Agreement is hereby executed as of the date first above written.


 





	 	COMPANY:
	 	 
	 	ORCHESTRA BIOMED, INC,
	 	 
	 	By: 	              
	 	Name:	 
	 	Title:	 


 


Holder:



Entity:

Name of Entity: ________________


 


By: ___________________________


Signature


Name and Title: _________________

Address: _______________________

Email: _________________________

Number of Shares: _______________


 


	Individual:	 
	 	 
	/s/ E. Jeffrey Peierls  	 
	Signature	 
	Name: E. Jeffrey Peierls	 
	Address: [Omitted pursuant to Item 601(a)(6)]	 
	Email: [Omitted pursuant to Item 601(a)(6)]	 
	Number of Shares: 25,000	 



 




     


     


    

 


This Joinder to Investors’
Rights Agreement is hereby executed as of the date first above written.


 





	 	COMPANY:
	 	 
	 	ORCHESTRA BIOMED, INC,
	 	 
	 	By:	              
	 	Name:	 
	 	Title:	 


 


Holder:



Entity:

Name of Entity: ________________


 


By: ___________________________


Signature


Name and Title: _________________

Address: _______________________

Email: _________________________

Number of Shares: _______________


 


	Individual:	 
	 	 
	/s/ Dr. David Filer  	 
	Signature	 
	Name: Dr. David Filer	 
	Address: [Omitted pursuant to Item 601(a)(6)]	 
	Email: [Omitted pursuant to Item 601(a)(6)]	 
	Number of Shares: 10,000	 



 




     


     


    

 


This Joinder to Investors’
Rights Agreement is hereby executed as of the date first above written.


 





	 	COMPANY:
	 	 
	 	ORCHESTRA BIOMED, INC,
	 	 
	 	By: 	              
	 	Name:	 
	 	Title:	 


 


Holder:



Entity:

Name of Entity: ________________


 


By: ___________________________


Signature


Name and Title: _________________

Address: _______________________

Email: _________________________

Number of Shares: _______________


 


	Individual:	 
	 	 
	/s/ Stephen Giannantonio  	 
	Signature	 
	Name: Stephen Giannantonio	 
	Address: [Omitted pursuant to Item 601(a)(6)]	 
	Email: [Omitted pursuant to Item 601(a)(6)]	 
	Number of Shares: 20,000	 



 






     


     


    

 


This Joinder to Investors’
Rights Agreement is hereby executed as of the date first above written.


 


	 	COMPANY:
	 	 
	 	ORCHESTRA BIOMED, INC,
	 	 
	 	By:	              
	 	Name:	 
	 	Title:	 



 


Holder:



Entity:

Name of Entity: ________________


 


By: ___________________________


Signature


Name and Title: _________________

Address: _______________________

Email: _________________________

Number of Shares: _______________


 


	Individual:	 
	 	 
	/s/ Harry Ioannou  	 
	Signature	 
	Name: Harry Ioannou	 
	Address: [Omitted pursuant to Item 601(a)(6)]	 
	Email: [Omitted pursuant to Item 601(a)(6)]	 
	Number of Shares: _______________	 



 




     


     


    

 


This Joinder to Investors’
Rights Agreement is hereby executed as of the date first above written.


 





	 	COMPANY:
	 	 
	 	ORCHESTRA BIOMED, INC,
	 	 
	 	By:	              
	 	Name:	 
	 	Title:	 





 


Holder:



Entity:

Name of Entity: ________________


 


By: ___________________________


Signature


Name and Title: _________________

Address: _______________________

Email: _________________________

Number of Shares: _______________


 


	Individual:	 
	 	 
	/s/ Ramnarain Jaigobind  	 
	Signature	 
	Name: Ramnarain Jaigobind	 
	Address: [Omitted pursuant to Item 601(a)(6)]	 
	Email: [Omitted pursuant to Item 601(a)(6)]	 
	Number of Shares: 20,000	 



 






     


     


    

 


This Joinder to Investors’
Rights Agreement is hereby executed as of the date first above written.


 





	 	COMPANY:
	 	 
	 	ORCHESTRA BIOMED, INC,
	 	 
	 	By:	              
	 	Name:	 
	 	Title:	 


 


	Holder:
	
	 
	Entity:
	Name of Entity:	 RBC CAPITAL MARKETS CUSTODIAN
	 	FBO LAURENCE G. ALLEN IRA


 


	By: 	/s/ Laurence G. Allen  	 
	 	Name and Title: Laurence G. Allen, Holder	 
	 	Address: [Omitted pursuant to Item 601(a)(6)]	 
	 	Email: [Omitted pursuant to Item 601(a)(6)]	 
	 	Number of Shares: 30,000	 


 


Individual:

_____________________________


Signature


Name: ________________________

Address: _______________________

Email: _________________________

Number of Shares: _______________


 




     


     


    

 


This Joinder to Investors’
Rights Agreement is hereby executed as of the date first above written.


 





	 	COMPANY:
	 	 
	 	ORCHESTRA BIOMED, INC,
	 	 
	 	By:	              
	 	Name:	 
	 	Title:	 





 





	Holder:	 
	 	 
	Entity:	 
	Name of Entity: Livingston Vegas Bio Venture	 
	 	 
	By: 	/s/ John E Dell  	 
	 	Name and Title: John E Dell sole member	 
	 	Address: [Omitted pursuant to Item 601(a)(6)]	 
	 	Email: [Omitted pursuant to Item 601(a)(6)]	 
	 	Number of Shares: 40,000	 


 


Individual:


______________________________

Signature

Name: ________________________

Address: _______________________

Email: _________________________

Number of Shares: _______________


 




     


     


    

 


This Joinder to Investors’
Rights Agreement is hereby executed as of the date first above written.


 





	 	COMPANY:
	 	 
	 	ORCHESTRA BIOMED, INC,
	 	 
	 	By:	              
	 	Name:	 
	 	Title:	 


 


	Holder:	 
	 	 
	Entity:	 
	Name of Entity: PERCEPTIVE LIFE SCIENCES MASTER FUND LTD
	 	 
	By: 	/s/ James H Mannix  	 
	 	Name and Title: James H Mannix C.O.O	 
	 	Address: [Omitted pursuant to Item 601(a)(6)]	 
	 	Email: [Omitted pursuant to Item 601(a)(6)]	 
	 	Number of Shares: _______________	 



 


Individual:

______________________________

Signature

Name: ________________________

Address: _______________________

Email: _________________________

Number of Shares: _______________


 






     


     


    

 


This Joinder to Investors’
Rights Agreement is hereby executed as of the date first above written.


 





	 	COMPANY:
	 	 
	 	ORCHESTRA BIOMED, INC,
	 	 
	 	By:	              
	 	Name:	 
	 	Title:	 


 


Holder:



Entity:

Name of Entity: ________________


 


By: ___________________________


Signature


Name and Title: _________________

Address: _______________________

Email: _________________________

Number of Shares: _______________


 


	Individual:	 
	 	 
	/s/ Lester Petracca  	 
	Signature	 
	Name: Lester Petracca	 
	Address: [Omitted pursuant to Item 601(a)(6)]	 
	Email: [Omitted pursuant to Item 601(a)(6)]	 
	Number of Shares: 80,000	 



 




     


     


    

 


This Joinder to Investors’
Rights Agreement is hereby executed as of the date first above written.


 





	 	COMPANY:
	 	 
	 	ORCHESTRA BIOMED, INC,
	 	 
	 	By:	              
	 	Name:	 
	 	Title:	 


 


Holder:



Entity:

Name of Entity: ________________


 


By: ___________________________


Signature


Name and Title: _________________

Address: _______________________

Email: _________________________

Number of Shares: _______________


 


	Individual:	 
	 	 
	/s/ Steven B. Rosner  	 
	Signature	 
	Name: Steven B. Rosner	 
	Address: [Omitted pursuant to Item 601(a)(6)]	 
	Email: [Omitted pursuant to Item 601(a)(6)]	 
	Number of Shares: 30,000	 



 




     


     


    

 


This Joinder to Investors’
Rights Agreement is hereby executed as of the date first above written.


 





	 	COMPANY:
	 	 
	 	ORCHESTRA BIOMED, INC,
	 	 
	 	By:	              
	 	Name:	 
	 	Title:	 





 


Holder:



Entity:

Name of Entity: ________________


 


By: ___________________________


Signature


Name and Title: _________________

Address: _______________________

Email: _________________________

Number of Shares: _______________


 


	Individual:	 
	 	 
	/s/ Cassel Shapiro  	 
	Signature	 
	Name: Cassel Shapiro	 
	Address: [Omitted pursuant to Item 601(a)(6)]	 
	Email: [Omitted pursuant to Item 601(a)(6)]	 
	Number of Shares: 60,000	 



 







     


     


    

 


This Joinder to Investors’
Rights Agreement is hereby executed as of the date first above written.


 





	 	COMPANY:
	 	 
	 	ORCHESTRA BIOMED, INC,
	 	 
	 	By:	              
	 	Name:	 
	 	Title:	 


 


Holder:



Entity:

Name of Entity: ________________


 


By: ___________________________


Signature


Name and Title: _________________

Address: _______________________

Email: _________________________

Number of Shares: _______________


 


	Individual:	 
	 	 
	/s/ Robert Baumberger  	 
	Signature	 
	Name: Robert Baumberger	 
	Address: [Omitted pursuant to Item 601(a)(6)]	 
	Email: [Omitted pursuant to Item 601(a)(6)]	 
	Number of Shares: 50,000	 



 




     


     


    

 




This Joinder to Investors’
Rights Agreement is hereby executed as of the date first above written.


 


	 	COMPANY:
	 	 	 
	 	ORCHESTRA BIOMED, INC,
	 	 	 
	 	By: 	              
	 	Name:	 
	 	Title:	 



 


Holder:



Entity:

Name of Entity: ________________


 


By: ___________________________


Signature


Name and Title: _________________

Address: _______________________

Email: _________________________

Number of Shares: _______________


 


	Individual:	 
	 	 
	/s/ Emanuel Cohen  	 
	Signature	 
	Name: Emanuel Cohen	 
	Address: [Omitted pursuant to Item 601(a)(6)]	 
	Email: [Omitted pursuant to Item 601(a)(6)]	 
	Number of Shares: 10,000	 





 






     


     


    

 


This Joinder to Investors’
Rights Agreement is hereby executed as of the date first above written.


 





	 	COMPANY:
	 	 	 
	 	ORCHESTRA BIOMED, INC,
	 	 	 
	 	By: 	              
	 	Name:	 
	 	Title:	 


 


Holder:



Entity:

Name of Entity: ________________


 


By: ___________________________


Signature


Name and Title: _________________

Address: _______________________

Email: _________________________

Number of Shares: _______________


 





	Individual:	 
	 	 
	/s/ Robert Eide	 
	Signature	 
	Name: Robert Eide	 
	Address: [Omitted pursuant to Item 601(a)(6)]	 
	Email: [Omitted pursuant to Item 601(a)(6)]	 
	Number of Shares: 60,000	 


 




     


     


    

 


This Joinder to Investors’
Rights Agreement is hereby executed as of the date first above written.


 





	 	COMPANY:
	 	 	 
	 	ORCHESTRA BIOMED, INC,
	 	 	 
	 	By: 	              
	 	Name:	 
	 	Title:	 


 


Holder:



Entity:

Name of Entity: ________________


 


By: ___________________________


Signature


Name and Title: _________________

Address: _______________________

Email: _________________________

Number of Shares: _______________


 


	Individual:	 
	 	 
	/s/ James T. Lenehan	 
	Signature	 
	Name: James T. Lenehan	 
	Address: [Omitted pursuant to Item 601(a)(6)]	 
	Email: [Omitted pursuant to Item 601(a)(6)]	 
	Number of Shares:  ________________	 





 




     


     


    

 


This Joinder to Investors’
Rights Agreement is hereby executed as of the date first above written.


 





	 	COMPANY:
	 	 	 
	 	ORCHESTRA BIOMED, INC,
	 	 	 
	 	By: 	              
	 	Name:	 
	 	Title:	 


 


Holder:



Entity:

Name of Entity: ________________


 


By: ___________________________


Signature


Name and Title: _________________

Address: _______________________

Email: _________________________

Number of Shares: _______________


 





	Individual:	 
	 	 
	/s/ Jennifer A. Lorenzo	 
	Signature	 
	Name: Jennifer A. Lorenzo	 
	Address: [Omitted pursuant to Item 601(a)(6)]	 
	Email: [Omitted pursuant to Item 601(a)(6)]	 
	Number of Shares: 150,000	 


 




     


     


    

 


This Joinder to Investors’
Rights Agreement is hereby executed as of the date first above written.


 





	 	COMPANY:
	 	 	 
	 	ORCHESTRA BIOMED, INC,
	 	 	 
	 	By: 	              
	 	Name:	 
	 	Title:	 


 


Holder:



Entity:

Name of Entity: ________________


 


By: ___________________________


Signature


Name and Title: _________________

Address: _______________________

Email: _________________________

Number of Shares: _______________


 


	Individual:	 
	 	 
	/s/ Keith Murphy	 
	Signature	 
	Name: Keith Murphy	 
	Address: [Omitted pursuant to Item 601(a)(6)]	 
	Email: [Omitted pursuant to Item 601(a)(6)]	 
	Number of Shares: 60,000	 





 




     


     


    

 


This Joinder to Investors’
Rights Agreement is hereby executed as of the date first above written.


 





	 	COMPANY:
	 	 	 
	 	ORCHESTRA BIOMED, INC,
	 	 	 
	 	By: 	              
	 	Name:	 
	 	Title:	 


 


Holder:



Entity:

Name of Entity: ________________


 


By: ___________________________


Signature


Name and Title: _________________

Address: _______________________

Email: _________________________

Number of Shares: _______________


 


	Individual:	 
	 	 
	/s/ David Reimer	 
	Signature	 
	Name:  David Reimer	 
	Address: [Omitted pursuant to Item 601(a)(6)]	 
	Email: [Omitted pursuant to Item 601(a)(6)]	 
	Number of Shares: 10,000	 





 




     


     


    

 


This Joinder to Investors’ Rights Agreement
is hereby executed as of the date first above written.


 





	 	COMPANY:
	 	 	 
	 	ORCHESTRA BIOMED, INC,
	 	 	 
	 	By: 	              
	 	Name:	 
	 	Title:	 


 


Holder:



Entity:

Name of Entity: ________________


 


By: ___________________________


Signature


Name and Title: _________________

Address: _______________________

Email: _________________________

Number of Shares: _______________


 





	Individual:	 
	 	 
	/s/ Daniel Seto	 
	Signature	 
	Name:  Daniel Seto	 
	Address: [Omitted pursuant to Item 601(a)(6)]	 
	Email: [Omitted pursuant to Item 601(a)(6)]	 
	Number of Shares: 10,000	 


 




     


     


    

 


This Joinder to Investors’
Rights Agreement is hereby executed as of the date first above written.


 





	 	COMPANY:
	 	 	 
	 	ORCHESTRA BIOMED, INC,
	 	 	 
	 	By: 	              
	 	Name:	 
	 	Title:	 


 


Holder:



Entity:

Name of Entity: ________________


 


By: ___________________________


Signature


Name and Title: _________________

Address: _______________________

Email: _________________________

Number of Shares: _______________


 





	Individual:	 
	 	 
	/s/ Douglas Weil	 
	Signature	 
	Name:  Douglas Weil	 
	Address: [Omitted pursuant to Item 601(a)(6)]	 
	Email: [Omitted pursuant to Item 601(a)(6)]	 
	Number of Shares: 50,000	 


 




     


     


    

 


This Joinder to Investors’ Rights Agreement
is hereby executed as of the date first above written.


 





	 	COMPANY:
	 	 	 
	 	ORCHESTRA BIOMED, INC,
	 	 	 
	 	By: 	              
	 	Name:	 
	 	Title:	 


 


	Holder:	 
	 	 	 
	Entity:	 
	Name of Entity: AT MEDIA CORP.	 
	 	 	 
	By: 	/s/ Radha Freese 	 
	 	Name and Title: Radha Freese	 
	 	Address: [Omitted pursuant to Item 601(a)(6)]	 
	 	Email: [Omitted pursuant to Item 601(a)(6)]	 
	 	Number of Shares: 20,000	 



 


Individual:

______________________________

Signature

Name: ________________________

Address: _______________________

Email: _________________________

Number of Shares: _______________


 




     


     


    

 


This Joinder to Investors’
Rights Agreement is hereby executed as of the date first above written.


 





	 	COMPANY:
	 	 	 
	 	ORCHESTRA BIOMED, INC,
	 	 	 
	 	By: 	              
	 	Name:	 
	 	Title:	 


 


	Holder:	 
	 	 	 
	Entity:	 
	Name of Entity: RGM Group LLC	 
	 	 	 
	By: 	/s/ Raffaele Gambardella  	 
	 	Name and Title: Raffaele Gambardella / Partner	 
	 	Address: [Omitted pursuant to Item 601(a)(6)]	 
	 	Email: [Omitted pursuant to Item 601(a)(6)]	 
	 	Number of Shares: 80,000	 



 


Individual:

______________________________

Signature

Name: ________________________

Address: _______________________

Email: _________________________

Number of Shares: _______________