Exhibit
10.31 


 


THE
SECURITIES TO BE ISSUED PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES
ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED THEREUNDER OR UNLESS
AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.


 


SUBSCRIPTION
AGREEMENT


 


Shuttle
Pharmaceuticals Holdings, Inc.

One Research Court, Suite 450


Rockville,
Maryland 20850





	Attn:	Anatoly
    Dritschilo, M.D.
	 	Chief
    Executive Officer


 


Ladies
and Gentlemen:


 


Subscription.
The undersigned (sometimes referred to herein as the “Investor”) hereby subscribes for and agrees to purchase the
principal amount of the Notes (as defined below) of Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”),
for the purchase price (the “Purchase Price”) set forth on the signature page hereto, on the terms and conditions
described herein and in Exhibits A, B, C, D, E, F, G, and H hereto (collectively, the “Offering Documents”).
Terms not defined herein are as defined in the Offering Documents. The Company is seeking to raise, through a private placement of the
Notes pursuant to Rule 506(b) promulgated under the Securities Act of 1933, as amended, a maximum of $2,000,000 (the “Maximum
Offering Amount”) in this Offering. Boustead and the Company, in their sole discretion, may accept subscriptions in excess
of the Maximum Offering Amount. The minimum amount of investment required from any one subscriber to participate in this Offering is
$25,000, however, the Company reserves the right, in its sole discretion, to accept subscriptions less than this amount. All references
to $ or “dollar(s)” means United States dollars. The undersigned acknowledges that the Company has engaged Boustead Securities,
LLC (“Boustead” or “Placement Agent”) as its exclusive placement agent in connection with this
offering.


 


1.
Description of Securities; Description of Company and Risk Factors; Lock-Up.


 


	 	a.	Description
    of Securities. The Company is offering (the “Offering”) to the Investor in the minimum subscription amount
    of $25,000, however, the Company reserves the right, in its sole discretion, to accept subscriptions less than this amount, of the
    Company’s 6% convertible unsecured promissory notes due three years from the date of execution (the “Notes”).
	 	 	 
	 	 	This
    Offering is being conducted in advance of the Company’s intended initial public offering (“IPO”) of our
    common stock, par value $0.00001 per share (the “Common Stock”), and listing our Common Stock for trading on the
    Nasdaq Capital Market or other national securities exchange.
	 	 	 
	 	 	The
    Notes issued herein may be converted at any time by the holders into Common Stock. In addition, in connection with an IPO, the Notes
    will automatically (and without any action on the part of the holders) be converted into shares of Common Stock of
    the Company at a conversion price (the “Conversion Price”) equal to the 50% of the public offering price per share
    of the Common Stock offered to the public in the IPO. For the avoidance of doubt if, for example, the initial per share offering
    price in the IPO is $5.00 per share, the conversion price would be $2.50 (50% of the $5.00 per share IPO price).


 




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	 	 	Under
    our engagement letter with Boustead, dated as of November 10, 2021 (the “Engagement Letter”), Boustead has been
    engaged as our exclusive financial advisor for the 18-month term of the Engagement Letter. In addition, Boustead has expressed its
    intent to enter into an Underwriting Agreement with the Company to act as the lead underwriter for the proposed IPO on a “firm
    commitment” basis. There can be no assurance that we and Boustead will be able to agree on the terms of such Underwriting Agreement
    or that our proposed IPO will be successfully consummated.
	 	 	 
	 	 	In
    the event that an IPO is not consummated, and if the Company (a) is acquired as a result of a “Sale of Control” (as defined
    below), (b) merges with a “SPAC” (as defined below) or (c) consummates a “Reverse Merger” (as defined below)
    (each, a “Liquidity Event”) prior to the maturity date of the Notes, the Notes will be convertible at the option
    of the holders into shares of common stock of any successor-in-interest to the Company at a price per share equal to 50% of the aggregate
    “Transaction Consideration” (as defined below), divided by the total number of outstanding shares of common stock of
    the acquiror resulting from the Liquidity Event.
	 	 	 
	 	 	As
    used herein, (i) the term “Sale of Control” shall mean a sale of all or substantially as of the capital stock
    or assets of the Company to any unaffiliated third Person, whether through share sale, asset sale, merger, consolidation or like
    combination, as a result of which the ability to control the board of directors of the Company shall pass to such third Person, (ii)
    the term “SPAC” shall mean a special purpose acquisition corporation listed on Nasdaq or other national securities
    exchange, and (iii) the term “Reverse Merger” shall mean a reverse merger of the Company with a fully-reporting
    public corporation without any significant business activities, including a special purpose acquisition corporation or “SPAC,”
    that is then trading on Nasdaq or the OTCQX platform of the OTC Market (“Pubco”; it being contemplated that in
    a transaction with a SPAC or a Reverse Merger, the stockholders of the Company will own a substantial majority of the equity securities
    of the SPAC or Pubco. As used herein, the term “Transaction Consideration” shall mean the dollar value placed
    on the total consideration paid to the Company including, but not limited to, (i) the value of the Liquidity Event, including consideration
    whether in cash, stock or in-kind, received by and/or paid by the Company, (ii) the total amount of indebtedness for borrowed funds,
    capitalized lease obligations and non-trade liabilities of the Company that are either assumed by the acquirer, redeemed or otherwise
    satisfied in connection with the Liquidity Event, or which remain outstanding after the Liquidity Event is consummated; (iii) the
    fair market value of any assets excluded from the Liquidity Event; (iv) the fair market value of any ownership interests which are
    retained by the Company’s shareholders or which remain outstanding after the Liquidity Event is consummated; and (v) the amount
    of any contingent payments, including, without limitation, earn-outs and future royalties payable in connection with the Liquidity
    Event.
	 	 	 
	 	 	Within
    one hundred and eighty-one (181) days or six calendar months, whichever is later, following the consummation of the IPO, the Company
    shall use its reasonable commercial efforts to file a registration statement on Form S-1 (the “Resale Registration Statement”)
    with the SEC in order to register for resale all of the shares of Common Stock of the Company or common stock of any successor-in-interest
    to the Company issued to all holders of the Notes upon automatic conversion of the Notes (the “Conversion Shares”),
    and will use its reasonable bests efforts to cause such Resale Registration Statement to be declared effective by the SEC within
    forty-five (45) business days from the date of its initial submission or filing; provided, that such Conversion Shares will continue
    to be subject to restrictions on resale for a period of six (6) months following consummation of the IPO.
	 	 	 
	 	 	In
    the event neither an IPO nor a Liquidity Event is consummated within twelve (12) months of the Closing of the Offering, the Company
    may elect either to (a) repay the Notes in whole or in part (subject to the conversion rights of the Holders), or (b) if the Company
    does not repay the Notes the unpaid principal amount of the Notes will automatically increase to 110% of the outstanding principal
    amount. The Company may also elect to prepay the Note at any time after March 31, 2022 upon 20 business days’ prior written
    notice to the Holder.


 




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	 	 	In
    the event that the Company shall elect to raise additional capital through a private placement of Common Stock or other securities
    that are convertible or exercisable for a price less than the “Optional Conversion Price,” as defined below, then and
    in such event the Conversion Price of the Notes shall be adjusted to reflect such lower amount. The “Optional Conversion
    Price” shall mean a price or conversion price that is equal to the price per share determined by dividing $50 million by
    the total number of outstanding shares of Common Stock of the Company.
	 	 	 
	 	 	Holders
    of the Notes will enter into an Investor Rights Agreement and Lock-Up Agreement. The Investor Rights Agreement will provide for typical
    “drag along” and “tag along” rights and will permit the holders to participate in subsequent securities offerings,
    including the IPO, in a percentage amount of such securities offering equal to 100% of the percentage invested by such Holder in
    the Notes. For the avoidance of doubt, if a holder purchases $100,000 of Notes, such holder has the right to invest in subsequent
    offerings no less than $100,000 in the subsequent offerings, including the IPO.
	 	 	 
	 	 	The
    form of Note is attached as Exhibit F hereto and is part of the Offering Documents. In addition, holders of the Notes will
    also enter into an Investor Rights and Lock-Up Agreement with the Company in the form of Exhibit G attached hereto which shall
    contain customary “tag along” and “drag along” rights.
	 	 	 
	 	 	For
    a more detailed description of the Notes see the Term Sheet attached hereto as Exhibit A. The Notes and the shares of Common
    Stock or common stock of a SPAC or Pubco (“Successor Common Stock”) into which the Notes are convertible are sometimes
    referred to herein as the “Securities.” The above referenced IPO, SPAC acquisition or Reverse Merger is sometimes
    hereinafter collectively referred to as a “Liquidity Event” and the Company Common Stock or Successor Common Stock
    into which the Notes are convertible are sometimes collectively referred to herein as the “Conversion Shares”).
    The Notes and the Conversion Shares are sometimes collectively referred to herein as the “Securities.”
	 	 	 
	 	b.	Risks
    Related to the Investment in the Securities. Investing in the Securities involves a high degree of risk. Before investing, Investors
    should carefully consider the summary description of our business annexed hereto as Exhibit B, the risks related to our business,
    as set forth in Exhibit C, the description of the business set forth in Exhibit D, and the investor presentation in
    Exhibit E, together with the other information contained in Offering Documents.
	 	 	 
	 	c.	Lock-Up.
    In connection with this Offering, the Investor shall enter into an Investors Rights and Lock-up Agreement in the form of Exhibit
    G, pursuant to which the Investor shall agree that from and after the date hereof and until the 180th day after the first to
    occur of (i) consummation of an IPO, (ii) consummation of a transaction with a SPAC or, (iii) consummation of another form of Reverse
    Merger, as applicable (each, the “Lock-Up Trigger Date”), the Investor agrees not to sell, transfer or otherwise
    dispose of the Conversion Shares.


 


2.
Purchase.


 


	 	a.	I
    hereby agree to tender to Sutter Securities, Inc. (the “Escrow Agent”), by check or wire transfer of immediately
    available funds (to a bank account and related wire instructions to be provided to me on my request) made payable to “Sutter
    Securities, Inc., as Agent for the Investors in Shuttle Pharmaceuticals Holdings, Inc.” for the principal amount of the Note
    indicated on the signature page hereto, an executed copy of this Subscription Agreement and an executed copy of my Investor Questionnaire
    attached as Exhibit A hereto. Funds will be held in escrow, as set forth in more detail below (the “Escrow Account”),
    pending the Initial Closing.



 



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	 	b.	The
    Offering is for a maximum offering of the Maximum Offering Amount. All subscriptions to purchase Notes will be held in a noninterest-bearing
    escrow account (the “Escrow Account”) maintained by the Escrow Agent. The subscriptions will remain in the Escrow
    Account until the Company has accepted such subscriptions and the Company, in its sole discretion, may accept subscriptions in excess
    of the Maximum Offering Amount.
	 	 	 
	 	c.	This
    Offering will continue until the earlier of (a) the sale Notes for the Maximum Offering Amount, (b) January 31, 2022, or such extension
    date agreed to, in their sole discretion, by the Company and Boustead (the “Termination Date”). Upon the earlier
    of a “Closing” (defined below) on my subscription or completion of the Offering, I will be notified promptly by the Company
    as to whether my subscription has been accepted by the Company.


 


3.
Acceptance or Rejection of Subscription.


 


	 	a.	I
    understand and agree that the Company reserves the right to reject this subscription for the Securities, in whole or in part, for
    any reason and at any time prior to the “Closing” (defined below) of my subscription.
	 	 	 
	 	b.	In
    the event the Company rejects this subscription, my subscription payment will be promptly returned to me without interest or deduction
    and this Subscription Agreement shall be of no force or effect. In the event my subscription is accepted and the Offering is completed,
    the subscription funds submitted by me shall be released to the Company.


 


4.
Closing. The closing (“Closing”) of this Offering may occur at any time and from time to time on or before
the Termination Date. The Company may conduct an initial Closing (the “Initial Closing”) at any time after the acceptance
of an investor’s subscription, at which time the Initial Closing will be held and all funds will be released from the Escrow Account
and paid to the Company, less professional fees and compensation paid to the Placement Agent and syndicate members, if any. Thereafter,
additional Closings will be held as funds are received up to the earlier to occur of receipt of the Maximum Offering Amount or the Termination
Date. Boustead and the Company, in their sole discretion, may accept subscriptions in excess of the Maximum Offering Amount. All subscriptions
will be placed in escrow with the Escrow Agent. If, for any reason, at the Company’s sole discretion, an investors subscription
is rejected the subscribers escrowed funds will be returned to subscribers, without interest or deduction. The Securities subscribed
for herein shall not be deemed issued to or owned by me until one copy of this Subscription Agreement has been executed by me and countersigned
by the Company and the Closing with respect to such Securities has occurred.


 


5.
Disclosure. Because this offering is limited to accredited investors as defined in Section 2(15) of the Securities Act, and
Rule 501 promulgated thereunder, in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act and applicable state
securities laws, the Securities are being sold without registration under the Securities Act. I acknowledge receipt of the Offering Documents
and represent that I have carefully reviewed and understand the Offering Documents, including all exhibits attached hereto. I have received
all information and materials regarding the Company that I have requested. I fully understand that the Company has a limited financial
and operating history and that the Securities are speculative investments which involve a high degree of risk, including the potential
loss of my entire investment. I fully understand the nature of the risks involved in purchasing the Securities and I am qualified to
make such investment based on my knowledge of and experience in investing in securities of this type. I have carefully considered the
potential risks relating to the Company and purchase of its Securities and have, in particular, reviewed each of the risks set forth
in the Offering Documents. Both my advisors and I have had the opportunity to ask questions of and receive answers from representatives
of the Company or persons acting on its behalf concerning the Company and the terms and conditions of a proposed investment in the Company
and my advisors and I have also had the opportunity to obtain additional information necessary to verify the accuracy of information
furnished about the Company. Accordingly, I have independently evaluated the risks of purchasing the Securities.


 




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6.
Investor Representations and Warranties. I acknowledge, represent and warrant to, and agree with, the Company as follows:


 


	 	a.	I
    am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering
    Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions
    of the Offering Documents.
	 	 	 
	 	b.	I
    acknowledge and am aware that there is no assurance as to the future performance of the Company.
	 	 	 
	 	c.	I
    acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company
    has advised me to seek the advice of experts in such areas prior to making this investment.
	 	 	 
	 	d.	I
    am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with
    the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing
    securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other
    reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore,
    cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and
    under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company
    to place a restrictive legend on the Securities that are issued to me.
	 	 	 
	 	e.	I
    recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic
    losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable
    for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial
    needs and contingencies and have no need for liquidity with respect to my investment in the Company.
	 	 	 
	 	f.	I
    have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for
    the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either
    met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving
    answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations
    of the Company and to obtain any additional information, to the extent reasonably available.
	 	 	 
	 	g.	I
    have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment
    in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of
    an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the
    Securities Act in connection with evaluating such merits and risks.
	 	 	 
	 	h.	I
    have relied solely upon my own investigation in making a decision to invest in the Company.


 




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	 	i.	I
    have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of
    my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business
    other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement,
    article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio
    or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
	 	 	 
	 	j.	I
    have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining
    to my investment and all such questions have been answered to my full satisfaction.
	 	 	 
	 	k.	I
    have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information
    to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.
	 	 	 
	 	l.	I
    am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder
    and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can
    bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and
    experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am
    not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly,
    on behalf of the Company or any person with respect to such securities.
	 	 	 
	 	m.	I
    understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in
    reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended
    or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3)
    the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements
    of certain exemptions from registration afforded by the Securities Act and certain state securities laws.
	 	 	 
	 	n.	I
    understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities
    laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an
    exemption from such registration is available.
	 	 	 
	 	o.	I
    have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in
    the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment.
	 	 	 
	 	p.	If
    the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, Keogh Plan, or other tax-exempt
    entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on
    behalf of such entity has been duly authorized by such entity to do so.
	 	 	 
	 	q.	The
    information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect
    to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there
    should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected
    information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable
    laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive
    my death or disability.


 




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7.
Placement Agent. The Company has engaged Boustead Securities LLC, a broker-dealer licensed with FINRA (the “Placement Agent”),
as placement agent for the Offering on a reasonable best-efforts basis. The Company anticipates that the Placement Agent and its sub-agents
or syndicate members will be paid at each Closing from the proceeds in the Escrow Account, fees including and not to exceed: a cash commission
of nine percent (9%) of the first $5,000,000 in gross Purchase Price paid by Subscribers in the Offering and seven percent (7%), thereafter;
a non-accountable expense allowance for certain investors of one percent (1%) of the gross purchase price paid by Subscribers in the
Offering; and will receive warrants to purchase a number of shares of Common Stock equal to ten percent (10%) of the Common Stock underlying
the Notes sold in the Offering to investors, with a term of five (5) years from the relevant Closing Date, and at a per share exercise
price equal to the conversion price of the Notes issued to the Subscribers herein (the “Placement Agent Warrants”).
Any sub-agent or syndicate member of the Placement Agent that introduces investors to the Offering will be entitled to share in the cash
fees and Placement Agent Warrants attributable to those investors as described above, pursuant to the terms of an executed sub-agent
or selected dealer agreement. The Company will also pay certain expenses of the Placement Agent.


 


8.
Representations and Warranties of the Company. When used in this Section 8, unless the context indicates otherwise, all references
to the “Company” also mean and include the direct and indirect subsidiaries of the Company. The Company hereby represents
and warrants to the Subscriber, as of the date hereof and on each Closing Date, the following:


 


	 	a.	Organization
    and Qualification. The Company and each of its subsidiaries, if any, is a corporation or other business entity duly organized,
    validly existing and in good standing under the laws of the jurisdiction of its formation, and has the requisite corporate power
    to own its properties and to carry on its business as now being conducted. The Company and each of its subsidiaries is duly qualified
    as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted
    by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not
    have a material adverse effect on the assets, business, financial condition, results of operations or future prospects of the Company
    and its subsidiaries taken as a whole (a “Material Adverse Effect”).
	 	 	 
	 	b.	Authorization,
    Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into
    and perform its obligations under this Agreement, and each of the Offering Documents and to issue the Securities in accordance with
    the terms hereof, (ii) the execution and delivery by the Company of each of the Offering Documents and the consummation by it of
    the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities have been, or will
    be at the time of execution of such Offering Document, duly authorized by the Company’s Board of Directors, and no further
    consent or authorization is, or will be at the time of execution of such Offering Document, required by the Company, its respective
    Board of Directors or its stockholders, (iii) each of the Offering Documents will be duly executed and delivered by the Company,
    (iv) the Offering Documents when executed and delivered by the Company and each other party thereto will constitute the valid and
    binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability
    may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar
    laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.
	 	 	 
	 	c.	Capitalization.
    The authorized capital stock of the Company consists of 120,000,000 shares of capital stock consisting of (a) 100,000,000 shares
    of Common shares each with a par value of $0.00001 per share (the “Common Stock”), and (b) 20,000,000 shares of
    preferred stock, of which have been issued the shares of Common stock, preferred stock and warrants set forth in the Exhibit
    H – Capitalization Table, and options to purchase Common Stock at fair market value, with exercise prices ranging from
    $5 to $7 per share, as well as restricted stock units, have been allotted and vest over time and upon the achievement of certain
    business goals such as the successful launch of the Company’s services, or subject to performance earnouts or vesting, also
    as set forth in the Exhibit H – Capitalization Table. The Company also issues Common Stock, stock options, restricted
    stock units or other forms of equity compensation from time to time in lieu of salary or services rendered to the Corporation at
    fair market value.


 




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	 	 	All
    of the outstanding shares of Common Stock of the Company and all of the share capital of each of the Company’s subsidiaries
    have been or will be, as of the Initial Closing, duly authorized, validly issued and are fully paid and nonassessable. No shares
    of capital stock of the Company or any of its subsidiaries will be subject to preemptive rights or any other similar rights or any
    liens or encumbrances suffered or permitted by the Company; (ii) aside from the outstanding Series A convertible preferred stock
    and warrants issuable in connection therewith (as set forth on Exhibit H – Capitalization Table), which has certain
    registration rights, there will be no agreements or arrangements under which the Company or any of its subsidiaries is obligated
    to register the sale of any of their securities under the Securities Act, and (iii) there are no securities or instruments of the
    Company or any of its subsidiaries containing anti-dilution or similar provisions, including the right to adjust the exercise, exchange
    or reset price under such securities, that will be triggered by the issuance of the Securities as described in this Agreement. Upon
    request, the Company will make available to the Subscriber true and correct copies of the Company’s Certificate of Incorporation,
    as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws,
    as amended as in effect on the date hereof (the “By-laws”), and the terms of all securities exercisable for Common
    Stock and the material rights of the holders thereof in respect thereto other than stock options issued to officers, directors, employees
    and consultants.
	 	 	 
	 	d.	Subsidiaries
    and Affiliates. The Company’s direct operating subsidiary is Shuttle Pharmaceuticals, Inc., a Maryland corporation.
	 	 	 
	 	e.	Issuance
    of Securities. The Securities are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued,
    fully paid and nonassessable, and will be free and clear of all taxes, liens and charges with respect to the issue thereof.
	 	 	 
	 	f.	No
    Conflicts. The execution, delivery and performance of each of the Offering Documents by the Company, and the consummation by
    the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the Certificate of Incorporation
    or the By-laws (or equivalent constitutive document) of the Company or any of its subsidiaries or (ii) violate or conflict with,
    or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would
    become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement,
    indenture or instrument to which the Company or any subsidiary is a party, except for those which would not reasonably be expected
    to have a Material Adverse Effect, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including
    U.S. federal and state securities laws and regulations) applicable to the Company or any subsidiary or by which any property or asset
    of the Company or any subsidiary is bound or affected except for those which could not reasonably be expected to have a Material
    Adverse Effect. Except those which could not reasonably be expected to have a Material Adverse Effect, neither the Company nor any
    subsidiary is in violation of any term of or in default under its constating documents. Except those which could not reasonably be
    expected to have a Material Adverse Effect, neither the Company nor any subsidiary is in violation of any term of or in default under
    any material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or
    regulation applicable to the Company or any subsidiary. The business of the Company and its subsidiaries is not being conducted,
    and shall not be conducted in violation of any law, ordinance, or regulation of any governmental entity, except for any violation
    which could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except as specifically
    contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws, neither the Company
    nor any of its subsidiaries is required to obtain any consent, authorization or order of, or make any filing or registration with,
    any court or governmental agency in order for it to execute, deliver or perform any of its obligations under or contemplated by this
    Agreement or the other Offering Documents in accordance with the terms hereof or thereof. Neither the execution and delivery by the
    Company of the Offering Documents, nor the consummation by the Company of the transactions contemplated hereby or thereby, will require
    any notice, consent or waiver under any contract or instrument to which the Company or any subsidiary is a party or by which the
    Company or any subsidiary is bound or to which any of their assets is subject, except for any notice, consent or waiver the absence
    of which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and would not adversely
    affect the consummation of the transactions contemplated hereby or thereby. All consents, authorizations, orders, filings and registrations
    which the Company or any of its subsidiaries is required to obtain pursuant to the preceding two sentences have been or will be obtained
    or effected on or prior to the Closing.


 




    	8



     


    

 


 


	 	g.	Absence
    of Litigation. There is no action, suit, claim, inquiry, notice of violation, proceeding (including any partial proceeding such
    as a deposition) or investigation before or by any court, public board, governmental or administrative agency, self-regulatory organization,
    arbitrator, regulatory authority, stock market, stock exchange or trading facility (an “Action”) now pending or,
    to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, wherein an unfavorable
    decision, ruling or finding would (i) adversely affect the validity or enforceability of, or the authority or ability of the Company
    to perform its obligations under this Agreement or any of the other Offering Documents, or (ii) have a Material Adverse Effect.
	 	 	 
	 	h.	Acknowledgment
    Regarding Subscriber’s Purchase of the Securities. The Company acknowledges and agrees that each Subscriber is acting solely
    in the capacity of an arm’s length purchaser with respect to the Offering Documents and the transactions contemplated hereby
    and thereby. The Company further acknowledges that each Subscriber is not acting as a financial advisor or fiduciary of the Company
    (or in any similar capacity) with respect to the Offering Documents and the transactions contemplated hereby and thereby and any
    advice given by such Subscriber or any of their respective representatives or agents in connection with the Offering Documents and
    the transactions contemplated hereby and thereby is merely incidental to such Subscriber’s purchase of the Securities.
	 	 	 
	 	i.	No
    General Solicitation. Neither the Company, nor any of its “affiliates” (as defined in Rule 144 under the Securities
    Act), nor, to the knowledge of the Company, any person acting on its or their behalf, has engaged in any form of general solicitation
    or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities.
	 	 	 
	 	j.	No
    Integrated Offering. Neither the Company, nor any of its affiliates, nor to the knowledge of the Company, any person acting on
    its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security,
    under circumstances that would require registration of the Securities under the Securities Act or cause this offering of the Securities
    to be integrated with prior offerings by the Company for purposes of the Securities Act.
	 	 	 
	 	k.	Employee
    Relations. Neither the Company nor any subsidiary is involved in any labor dispute nor, to the knowledge of the Company, is any
    such dispute threatened. Neither the Company nor any subsidiary is party to any collective bargaining agreement. The Company’s
    and/or its subsidiaries’ employees are not members of any union, and the Company believes that its and its subsidiaries’
    relationship with their respective employees is good.


 




    	9



     


    

 


	 	l.	Permits.
    The Company and its subsidiaries have all authorizations, approvals, clearances, licenses, permits, certificates or exemptions (including
    manufacturing approvals and authorizations, pricing and reimbursement approvals, labeling approvals, registration notifications or
    their foreign equivalent) issued by any regulatory authority or governmental agency (collectively, “Permits”)
    required to conduct their respective businesses as currently conducted except to the extent that the failure to have such Permits
    would not have a Material Adverse Effect. The Company or its subsidiaries have fulfilled and performed in all material respects their
    obligations under each Permit, and, as of the date hereof, to the knowledge of the Company, no event has occurred or condition or
    state of facts exists which would constitute a breach or default or would cause revocation or termination of any such Permit except
    to the extent that such breach, default, revocation or termination would not have a Material Adverse Effect.
	 	 	 
	 	m.	 Title.
    Each of the Company and its subsidiaries has good and marketable title to all of its real and personal property and assets, free
    and clear of any material restriction, mortgage, deed of trust, pledge, lien, security interest or other charge, claim or encumbrance
    which would have a Material Adverse Effect. With respect to properties and assets it leases, each of the Company and its subsidiaries
    is in material compliance with such leases and holds a valid leasehold interest free of any liens, claims or encumbrances which would
    have a Material Adverse Effect.
	 	 	 
	 	n.	Rights
    of First Refusal. The Company is not obligated to offer the Securities offered hereunder on a right of first refusal basis or
    otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers,
    agents or other third parties.
	 	 	 
	 	o.	Reliance.
    The Company acknowledges that the Subscriber is relying on the representations and warranties made by the Company hereunder and that
    such representations and warranties are a material inducement to the Subscriber purchasing the Securities. The Company further acknowledges
    that without such representations and warranties of the Company made hereunder, the Subscribers would not enter into this Agreement.
	 	 	 
	 	p.	Brokers’
    Fees. The Company does not have any liability or obligation to pay any fees or commissions to any broker, finder or agent with
    respect to the transactions contemplated by this Agreement, other than those set forth in Section 7 above.
	 	 	 
	 	q.	Off-Balance
    Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any subsidiary and an
    unconsolidated or other off-balance sheet entity that is required to be disclosed by the Company in the Financial Statements and
    is not so disclosed or that otherwise would have a Material Adverse Effect.
	 	 	 
	 	r.	Investment
    Company. The Company is not required to be registered as, and is not an affiliate of, and immediately following the Closing will
    not be required to register as, an “investment company” within the meaning of the Investment Company Act of 1940, as
    amended.
	 	 	 
	 	s.	Reliance.
    The Company acknowledges that the Purchaser is relying on the representations and warranties made by the Company hereunder and that
    such representations and warranties are a material inducement to the Purchaser purchasing the Notes. The Company further acknowledges
    that without such representations and warranties of the Company made hereunder, the Purchaser would not enter into this Agreement.


 




    	10



     


    

 


9.
Indemnification. I hereby agree to indemnify and hold harmless the Company and its officers, directors, shareholders, employees,
agents, advisors and counsel, and Boustead Securities, LLC and its officers, directors, shareholders, employees, agents, advisors and
counsel, against any and all losses, claims, demands, liabilities and expenses (including reasonable legal or other expenses, including
reasonable attorneys’ fees) incurred by each such person in connection with defending or investigating any such claims or liabilities,
whether or not resulting in any liability to such person, to which any such indemnified party may become subject under the Securities
Act, under any other statute, at common law or otherwise, insofar as such losses, claims, demands, liabilities and expenses (a) arise
out of or are based upon any untrue statement or alleged untrue statement of a material fact made by me and contained in this Subscription
Agreement or my Investor Questionnaire, or (b) arise out of or are based upon any breach by me of any representation, warranty, or agreement
made by me contained herein or therein.


 


10.
Severability. In the event any parts of this Subscription Agreement are found to be void, the remaining provisions of this
Subscription Agreement shall nevertheless be binding with the same force and effect as though the void parts were deleted.


 


11.
Choice of Law and Jurisdiction. This Subscription Agreement shall be governed by the laws of the State of New York as applied
to contracts entered into and to be performed entirely within the State of New York. Any action arising out of this Subscription Agreement
shall be brought exclusively in a court of competent jurisdiction in New York County, New York, and the parties hereby irrevocably waive
any objections they may have to venue in New York County, New York.


 


12.
Counterparts. This Subscription Agreement may be executed in one or more counterparts, each of which shall be deemed an original
but all of which together shall constitute one and the same instrument. The execution of this Subscription Agreement may be by actual
or facsimile signature.


 


13.
Benefit. This Subscription Agreement shall be binding upon and inure to the benefit of the parties hereto.


 


14.
Notices and Addresses. All notices, offers, acceptance and any other acts under this Subscription Agreement (except payment)
shall be in writing, and shall be sufficiently given if delivered to the addresses in person, by Federal Express or similar courier delivery
or by electronic facsimile delivered to the party’s email address, as follows:


 


	 	Investor:	At
    the address designated on the signature page of this Subscription Agreement.
	 	 	 
	 	 	Or
    the email address on the signature page of the Subscription Agreement
	 	 	 
	 	The
    Company:	Shuttle
                                            Pharmaceuticals Holdings, Inc.

    One
    Research Court, Suite 450

    Rockville,
    Maryland 20850

	 	 	 
	 	 	With
    a copy to anatoly.dritschilo@shuttlepharma.org


 


or
to such other address as any of them, by notice to the others may designate from time to time. The transmission confirmation receipt
from the sender’s facsimile machine shall be conclusive evidence of successful facsimile delivery. Time shall be counted to, or
from, as the case may be, the delivery in person or by mailing.


 


15.
Entire Agreement. This Subscription Agreement, together with the Offering Documents, constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior oral and written agreements between the parties hereto
with respect to the subject matter hereof. This Subscription Agreement may not be changed, waived, discharged, or terminated orally but,
rather, only by a statement in writing signed by the party or parties against which enforcement or the change, waiver, discharge or termination
is sought.


 




    	11



     


    

 


16.
Section Headings. Section headings herein have been inserted for reference only and shall not be deemed to limit or otherwise
affect, in any matter, or be deemed to interpret in whole or in part, any of the terms or provisions of this Subscription Agreement.


 


17.
Survival of Representations, Warranties and Agreements. The representations, warranties and agreements of Investor contained
herein shall survive the delivery of, and the payment for, the Securities.


 


18.
Acceptance of Subscription. The Company may accept this Subscription Agreement at any time for all or any portion of the Securities
subscribed for by executing a copy hereof as provided and notifying me within a reasonable time thereafter.


 


RESIDENTS
OF ALL STATES: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE
THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR
HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING
DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


 


SALES
IN FLORIDA: THE SECURITIES OFFERED HEREBY WILL BE SOLD, AND ACQUIRED, IN A TRANSACTION EXEMPT UNDER SECTION 517.061(11) OF THE FLORIDA
SECURITIES AND INVESTOR PROTECTION ACT. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA. PURSUANT TO SECTION
517.061(11) OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT, WHEN SALES ARE MADE TO FIVE (5) OR MORE PERSONS IN THE STATE OF FLORIDA,
ANY SALE IN THE STATE OF FLORIDA MADE PURSUANT TO SECTION 517.061(11) OF SUCH ACT IS VOIDABLE BY THE PURCHASER IN SUCH SALE (WITHOUT
INCURRING ANY LIABILITY TO THE COMPANY OR TO ANY OTHER PERSON OR ENTITY) EITHER WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION
IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN THREE (3) DAYS AFTER THE AVAILABILITY OF
THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER. TO VOID HIS OR HER PURCHASE, THE PURCHASER NEED ONLY SEND A
LETTER OR TELEGRAM TO THE COMPANY AT THE ADDRESS INDICATED HEREIN. ANY SUCH LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO
THE END OF THE AFOREMENTIONED THREE (3) DAY PERIOD. IT IS PRUDENT TO SEND ANY SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED,
TO ASSURE THAT IT IS RECEIVED AND ALSO TO HAVE EVIDENCE OF THE TIME THAT IT WAS MAILED. SHOULD A PURCHASER MAKE THIS REQUEST ORALLY,
THAT PURCHASER MUST ASK FOR WRITTEN CONFIRMATION THAT THE REQUEST HAS BEEN RECEIVED. IF NOTICE IS NOT RECEIVED WITHIN THE TIME LIMIT
SPECIFIED HEREIN, THE FOREGOING RIGHT TO VOID THE PURCHASE SHALL BE NULL AND VOID.


 


(Remainder
of Page left intentionally blank.)


 




    	12



     


    

 


THE
AGGREGATE AMOUNT SUBSCRIBED FOR HEREBY IS:


 


$__________
principal Notes


 


Manner
in Which Title is to be Held. (check one)


 


	—
    Individual Ownership	—
    Community Property
	—
    Joint Tenant with Right of Survivorship (both parties must sign)
	—
    Partnership	—
    Tenants in common
	—
    Corporation or Trust	—
    IRA or Keogh
	—
    Other (please indicate)	 


 


	INDIVIDUAL
    INVESTORS	 	ENTITY
    INVESTORS
	 	 	 	 
		 	Name
    of entity, if any
	 	 	 
	 	 	 	 
		 	 	 
	Signature
    (Individual)	 	By:	
	 	 	 	 
	 	 	*Signature
	 	 	 	 
	 	 	Its:	
		 	 	 
	Signature
    	(Joint)	 	Title:	 
	(all
    record holders must sign)	 	 	 
	 	 	 	 
	 	 	 	 
		 	
	Name(s)
    Typed or Printed	 	Name
    Typed or Printed
	 	 	 
	Address
    to Which Correspondence Should be Directed	 	Address
    to Which Correspondence Should be Directed
	 	 	 
		 	
	 	 	 
		 	
	 	 	 
		 	
	City,
    State and Zip Code	 	City,
    State and Zip Code
	 	 	 
		 	
	Email
    address for notices	 	Email
    address for notices
	 	 	 
		 	
	Name(s)
    Typed or Tax Identification or  Social Security Number	 	Name(s)
    Typed or Tax Identification or  Social Security Number


 


*
If Securities are being subscribed for by any entity, the Certificate of Signatory on the below page must also be completed


 




    	13



     


    

 


 


The
foregoing subscription is accepted and the Company hereby agrees to be bound by its terms on _____ day of _________________, 2021.


 


	 	Shuttle
    Pharmaceuticals Holdings, Inc.
	 	 	 
	Dated:	By:	   
	 	Name:	Dr.
    Anatoly Dritschilo
	 	Its:	Chief
    Executive Officer


 




    	14



     


    

 


CERTIFICATE
OF SIGNATORY


 


(To
be completed if Securities are being subscribed for by an entity)


 


I,
_____________________________, the _____________________________________


              (name
of signatory)                                                                  (title)


 


Of
______________________________________________(“Entity”), a _____________________________


                                          (name
of entity)                                                                                 (type of entity)


 


Organized
under the laws of _______________, hereby certify that I am empowered and duly authorized by the Entity to execute the Subscription Agreement
and to purchase the Securities and certify further that the Subscription Agreement has been duly and validly executed on behalf of the
Entity and constitutes a legal and binding obligation of the Entity.


 


IN
WITNESS WHEREOF, I have set my hand this ______ day of ___________, 2021.


 


	 	
	 	(Signature)


 




    	15



     


    

 


INSTRUCTIONS
FOR COMPLETION OF


INVESTOR
REPRESENTATION


AND
SUITABILITY QUESTIONNAIRE


 


	Item
    I:	Name
    and address information must be provided. Securities will be issued in the name(s) set forth in this Item and delivered to the address
    set forth in this Item. If two people are subscribing jointly, both people must provide their names and social security numbers.
    A telephone number must also be provided.
	 	 
	Item
    II:	If
    the securities are to be held in a different name than the investor and sent to a different address (i.e., an IRA or other account
    held at a brokerage firm), this Item must be completed. If the securities are to be issued and delivered directly to the entity listed
    in Item I, this Item need not be completed.
	 	 
	Item
    III:	This
    Item needs to be read by the investor, but nothing needs to be written here. The Securities are suitable for investment only by prospective
    investors who are “Accredited Investors.”
	 	 
	Item
    IV:	A.
    Only complete this Item by checking the appropriate line if you are an individual investor.
	 	 
	 	B.
    Only complete this Item if you are an entity investor.
	 	 
	 	C.
    Only complete this Item if you are a trust investor.
	 	 
	Item
    V:	This
    Item needs to be read by the investor, but nothing needs to be written here.
	 	 
	Item
    VI:	The
    USA Freedom Act requires us to collect information on the sources of funds. Please complete section 1, add the documents requested
    in section 2 only if funds did not come from an approved country (U.S. is approved), and complete section 3.
	 	 
	Item
    VII:	You
    must thoroughly complete the Suitability Questionnaire in order for the Company and the Managing Dealer to make a determination
    whether this is a suitable investment for you.
	 	 
	Item
    VIII:	You
    must sign and date here.


 




    	16



     


    

 


INSTRUCTIONS
FOR PAYMENT


 


Review
and complete the Investor Representation and Suitability Questionnaire and deliver it

to the email below, then send a wire transfer using the instructions below:


 


Sutter
Securities, Inc.


 


Email:
offerings@boustead1828.com


 


If
you prefer to send a wire transfer instead of a check, please mail or deliver your completed Investor Representation and Suitability
Questionnaire to the address above and send the wire transfer using these instructions:


 


Wiring
Instructions


 


Bank
Name: Banc of California

Bank Address: 3 MacArthur Pl, Santa Ana, CA 92707


SWIFT Code:                   


Routing Number:                     


Account
Name: Sutter Securities Inc.


Account Number:                 


REF: Shuttle Pharma – [Investor Name]


 


If
you prefer to send a check instead of a wire transfer, please send a

check to the account name and address below:


 


Sutter
Securities, Inc.

6 Venture, Suite 395

Irvine, CA 92618


 


If
you need assistance, please contact:


 


Contact:
Brinson Lingenfelter


 


Email:
offerings@boustead1828.com

Phone: 949-375-6879


 




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Exhibit
A – Terms of the Offering 


 


Shuttle
Pharmaceuticals Holdings, Inc.


 


TERM
SHEET SUMMARY


 


This
Term Sheet Summary (the “Term Sheet”) summarizes the terms on which you and other qualified accredited investors (the
“Investors”) are invited to make an investment (the “Investment”) in Shuttle Pharmaceuticals Holdings,
Inc. a Delaware corporation. This Term Sheet is merely a summary of the terms and provisions of the Subscription Agreement (the “Subscription
Agreement”), the form of which will be provided to you. Accordingly, this Term Sheet is qualified in its entirety by reference,
and is subject in all instances, to the terms and provisions of the Subscription Agreement. You are advised to carefully review the terms
and provisions of the Subscription Agreement, as well as the risk factors attached thereto, before making a decision concerning the Investment.


 


	Issuer:	 	Shuttle
    Pharmaceuticals Holdings, Inc., a Delaware corporation (“Shuttle Pharma,” “we,” “our,” “us”
    or the “Company”).
	 	 	 
	Business:	 	For
    more information about the Company and its current and intended operations, see the Business Summary attached as Exhibit B
    to the Subscription Agreement and the business description attached as Exhibit D and the investor presentation attached as
    Exhibit E to the Subscription Agreement.
	 	 	 
	Placement
    Agent:	 	Boustead
    Securities, LLC, a California-based investment bank and Broker/Dealer regulated by the U.S. Financial Industry Regulatory Association
    (“FINRA”) and a Member of the Securities Investor Protection Corporation (“SIPC”) (“Boustead”
    and the “Placement Agent”) and other licensed brokers who may become part of the selling syndicate.


 




    	A-1



     


    

 


Exhibit
A – Terms of the Offering


 


	Notes
    being Offered:	 	The
                                            Notes will mature three years from the date of execution (the “Maturity Date”).
                                            The Notes issued herein may be converted at any time by the holders into Company Common Stock.
                                            In addition, the Notes will automatically (and without any action on the part
                                            of the holders) be converted into shares of Common Stock of the Company at a conversion price
                                            equal to 50% of the public offering price per share of the Common Stock offered to the public
                                            in the IPO. For the avoidance of doubt if, for example, the initial per share offering price
                                            in the IPO is $5.00 per share, the conversion price would be $2.50 (50% of the $5.00 per
                                            share IPO price).

     

    In
    the event that an IPO is not consummated, and if the Company (a) is acquired as a result of a “Sale of Control” (as defined
    below), (b) merges with a “SPAC” (as defined below) or (c) consummates a “Reverse Merger” (as defined below)
    (each, a “Liquidity Event”) prior to the maturity date of the Notes, the Notes will be convertible at the option
    of the holders into shares of common stock of any successor-in-interest to the Company at a price per share equal to 50% of the aggregate
    “Transaction Consideration” (as defined below), divided by the total number of outstanding shares of common stock of
    the acquiror resulting from the Change of Control.

     

    As
    used herein, (i) the term “Sale of Control” shall mean a sale of all or substantially as of the capital stock
    or assets of the Company to any unaffiliated third Person, whether through share sale, asset sale, merger, consolidation or like
    combination, as a result of which the ability to control the board of directors of the Company shall pass to such third Person, (ii)
    the term “SPAC” shall mean a special purpose acquisition corporation listed on Nasdaq or other national securities
    exchange, and (iii) the term “Reverse Merger” shall mean a reverse merger of the Company with a fully-reporting
    public corporation without any significant business activities that is then trading on Nasdaq or the OTCQX platform of the OTC Markets
    (“Pubco”); it being contemplated that in a transaction with a SPAC or a Reverse Merger, the stockholders of the
    Company will own a substantial majority of the equity securities of the SPAC or Pubco. As used herein, the term “Transaction
    Consideration” shall mean the dollar value placed on the total consideration paid to the Company including, but not limited
    to, (i) the value of the Transaction, including consideration whether in cash, stock or in-kind, received by and/or paid by the Company,
    (ii) the total amount of indebtedness for borrowed funds, capitalized lease obligations and non-trade liabilities of the Company
    that are either assumed by the acquirer, redeemed or otherwise satisfied in connection with the transaction, or which remain outstanding
    after the transaction is consummated; (iii) the fair market value of any assets excluded from the transaction; (iv) the fair market
    value of any ownership interests which are retained by the Company’s shareholders or which remain outstanding after the transaction
    is consummated; and (v) the amount of any contingent payments, including, without limitation, earn-outs and future royalties payable
    in connection with the transaction.

     

    Within
    one hundred eighty-one (181) days or six calendar months, whichever is later, following the consummation of the IPO, the Company
    shall use its reasonable commercial efforts to file a registration statement on Form S-1 (the “Resale Registration Statement”)
    with the SEC in order to register for resale all of the shares of Common Stock of the Company or common stock of any successor-in-interest
    to the Company issued to all holders of the Notes upon automatic conversion of the Notes (the “Conversion Shares”),
    and will use its reasonable bests efforts to cause such Resale Registration Statement to be declared effective by the SEC within
    forty-five (45) business days from the date of its initial submission or filing; provided, that such Conversion Shares will continue
    to be subject to restrictions on resale for a period of six (6) months following consummation of the IPO.

     

    In
    the event an IPO or a Liquidity Event is not consummated within twelve (12) months of the Closing of the Offering, the Company may
    elect either to (a) repay the Notes in whole or in part (subject to the conversion rights of the Holders), or (b) if the Company
    does not repay the Notes the unpaid principal amount of the Notes will automatically increase to 110% of the outstanding principal
    amount. The Company may also elect to prepay the Note at any time after March 31, 2022 upon 20 business days’ prior written
    notice to the Holder.

     



 




    	A-2



     


    

 





	 	 	In
                                            the event that the Company shall elect to raise additional capital through a private placement
                                            of Common Stock or other securities that are convertible or exercisable for a price less
                                            than the “Optional Conversion Price” (as defined below), then and in such event
                                            the Conversion Price of the Notes shall be adjusted to reflect such lower amount. The “Optional
                                            Conversion Price” shall mean a price or conversion price that is equal to the price
                                            per share determined by dividing $50 million by the total number of outstanding shares of
                                            the Company.

     

    Holders
    of the Notes will enter into an Investor Rights Agreement and Lock-Up Agreement in the form attached hereto as Exhibit G. The Investor
    Rights Agreement will provide for typical “drag along” and “tag along” rights and will permit the holders
    to participate in subsequent securities offerings, including the IPO, in a percentage amount of such securities offering equal to
    100% of the amount invested by such Holder in the Notes. For the avoidance of doubt, if a holder purchases $100,000 of Notes, such
    holder has the right to invest in subsequent offerings no less than $100,000 in the subsequent offerings, including the IPO.

	 	 	 
	Minimum
    Investment:	 	USD$25,000.
    The Company may accept investments for less than the minimum investment amount in its sole discretion.
	 	 	 
	Offering
    Size	 	USD$2,000,000.
    The Maximum Amount: USD$2,000,000. Boustead and the Company, in their sole discretion, may accept subscriptions in excess of the
    Maximum Amount.



 



    	A-3



     


    

 





	Plan
    of Offering:	 	The
                                            Notes are being offered through the Placement Agent and selling syndicate on a “best
                                            efforts” basis. The offering will continue until January 31, 2022 (the “Expiration
                                            Date”), unless extended by the Company and Boustead Securities, LLC (“Boustead”)
                                            in their sole discretion

     

    The
    Placement Agent and selling syndicate will receive a success fee of nine percent (9%) of the first $5,000,000 in gross purchase price
    of the Notes sold at each closing and seven percent (7%) thereafter, payable in cash. In addition, the Placement Agent and selling
    syndicate will receive a non-accountable expense allowance of one percent (1%) of the gross purchase price of the Notes sold at each
    closing.

     

    In
    addition to the above, at each closing, the Placement Agent and selling syndicate will receive a five-year warrant to purchase a
    number of shares of Common Stock of the Company in an amount not to exceed ten percent (10%) of the Common Stock underlying the Notes
    sold at each closing, exercisable on a cashless basis, with an exercise price equal to the Conversion Price of the Notes.

     

    Affiliates
    of the Placement Agent and the Company (including their respective officers, directors, employees and affiliates) may purchase Notes
    in this Offering.

     

    Under
    our engagement letter with Boustead, originally entered into on November 10, 2021 (the “Engagement Letter”), Boustead
    has been engaged as our exclusive financial advisor for the 18-month term of the Engagement Letter. In addition, Boustead has expressed
    its intent to enter into an Underwriting Agreement with the Company to act as the lead underwriter for the proposed IPO on a “firm
    commitment” basis. There can be no assurance that we and Boustead will be able to agree on the terms of such Underwriting Agreement
    or that our proposed IPO will be successfully consummated

    

    

    

    

    




 




    	A-4



     


    

 





	Payment
    and Escrow; Offering Period:	 	The
                                            purchase price for the Notes is payable in U.S. dollars upon delivery of the completed Purchase
                                            Agreement and Investor Questionnaire. All subscription funds will be held in a non-interest
                                            bearing escrow account, for the benefit of the investors, in the Company’s name with
                                            the Placement Agent’s affiliate Sutter Securities, Inc., or with such other escrow
                                            agent as may be appointed by the Placement Agent and the Company. In the event that the Company
                                            does not accept subscriptions on or before January 31, 2022 all subscription funds will be
                                            refunded, without interest thereon, and will return to each investor the subscription documents
                                            completed by each such investor. If the Company rejects a subscription, either in whole or
                                            in part (which decision is in the sole discretion of the Company), the rejected subscription
                                            funds, or the rejected portion thereof, will be returned promptly to such investor without
                                            interest thereon. In addition, all subscriptions will remain in escrow until the Company
                                            has accepted such subscriptions. After the Initial Closing and until the Company has offered
                                            in an aggregate the Maximum Amount of Notes in the offering, subsequent closings may occur
                                            at any date mutually agreed by the Company and the Placement Agent but no later than January
                                            31, 2022, subject to extension in the discretion of the Placement Agent and the Company.

                                                                                 

	Eligible
    Investors:	 	The
                                            Notes which are offered by this Term Sheet will be sold to an unlimited number of “accredited
                                            investors” including qualified institutional buyers as such term is defined in Rule
                                            501(a) of Regulation D as promulgated under the Securities Act of 1933, as amended (the “Securities
                                            Act”). The Securities may also be offered and sold to purchasers outside the United
                                            States in accordance with the rules of Regulation S promulgated under the Securities Act
                                            and/or such other rules and regulations, as may be applicable under the circumstances. Investors
                                            will be required to make certain representations with respect to their status and business
                                            experience and to represent, among other things, that they have received a copy of this Term
                                            Sheet, that they understand the terms and risks of this Offering, and that they are capable
                                            of withstanding a loss of their entire investment in the Notes.

     

    

    

    

    

	Authorized
    and Issued Capital of the Company:	 	The
                                            authorized capital stock of the Company consists of 120,000,000 shares of capital stock consisting
                                            of (a) 100,000,000 shares of Common shares each with a par value of $0.00001 per share (the
                                            “Common Stock”), and (b) 20,000,000 shares of “blank check”
                                            preferred stock, par value $0.00001 per share (the “Preferred Stock”),
                                            of which have been issued the shares and warrants set forth in the Exhibit H –
                                            Capitalization Table, and stock options to purchase Common Stock at fair market value,
                                            with exercise prices ranging from $5 to $7 per share, and restricted stock units, which have
                                            been allotted and vest over time and upon the achievement of certain business goals such
                                            as the successful launch of the Company’s services, or subject to performance earnouts
                                            or vesting, also as set forth in the Exhibit H – Capitalization Table.
                                            The Company also issues Common Stock, warrants and stock options from time to time in lieu
                                            of salary or services rendered to the Corporation at fair market value.

                                                                               

	Use
    of Proceeds:	 	The
    Company intends to use the net proceeds from the Offering to: expand its current operations, including its technology and intellectual
    property portfolio, and to fund the costs of the IPO. The Company intends to use any remaining proceeds from the Offering for working
    capital and other general corporate purposes.



 



    	A-5



     


    

 





	Representations
                                            and Warranties
	 	The
    Company will make the representations and warranties contained in the Subscription Agreement.
	 	 	 
	Covenants:	 	The
    Investor Package contains certain affirmative and negative covenants of the Company which are customary in a transaction of this
    nature.
	 	 	 
	Conditions
    Precedent:	 	The
    Company will have taken such corporate and stockholder actions as are necessary to approve the definitive agreements and any other
    transactions contemplated thereby.
	 	 	 
	Governing
    Law:	 	State
    of New York.
	 	 	 
	Private
    Placement:	 	The
    Securities offered hereby are not being registered under the Securities Act in reliance upon the exemption from registration provided
    by Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder, and pursuant to certain state securities laws.
    The Company may also offer the Securities in “offshore transactions” to non-U.S. persons made in compliance with the
    provisions of Regulation S promulgated under the Securities Act. Accordingly, the sale, transfer or other disposition of any of our
    securities, which are purchased pursuant hereto, may be restricted by applicable federal securities laws and/or the securities laws
    of one or more non-U.S. countries (depending on the residency of the Investor) and by the provisions of the Purchase Agreement executed
    by such Investor. See also “Lock-Up” above.
	 	 	 
	Restrictions
    on Transferability:	 	None
    of the Notes have been registered under the Securities Act. As such, they constitute “restricted securities” under the
    Securities Act. Such Securities may not be sold or otherwise transferred unless they are registered under the Securities Act.
	 	 	 
	Risk
    Factors:	 	The
    Securities being offered hereby involve a high degree of risk and should be considered only by persons who can afford the loss of
    their entire investment. See the Risk Factors attached as Exhibit C to the Subscription Agreement.
	 	 	 
	Confidentiality:	 	You
    are requested to keep the Offering and the terms thereof, including but not limited to the provisions of this Term Sheet, in the
    strictest of confidence. Neither this Term Sheet nor any other information regarding the Offering should be disclosed by you other
    than to your advisors who need to know such information for purposes of evaluating an investment.
	 	 	 
	Additional
    Information:	 	In
    addition to carefully considering the information contained herein, prospective Investors are urged to request from the Company additional
    information or copies of relevant documents as they may deem necessary or advisable in evaluating an investment, such as financial
    statements and the related management’s discussion and analysis.



 


	Contact:	 	Boustead
                                            Securities, LLC

    6
    Venture, Suite 395

    Irvine,
    California 92618 USA

    offerings@boustead1828.com



 







    	A-6



     


    

 


Exhibit
B – Business Summary of the Company


 


Shuttle
Pharmaceuticalss Holdings, Inc.


Business
Summary


 


Shuttle
Pharmaceuticals Holdings, Inc., a Delaware corporation (“Shuttle” or the “Company”), is a clinical
stage pharmaceutical company leveraging our proprietary technology to develop novel therapies designed to cure cancers. Our goal is to
extend the benefits of cancer treatments by leveraging insights into current cancer therapy with surgery, radiation therapy, chemotherapy
and immunotherapy. Radiation therapy (RT) is one of the most effective modalities for treating cancers. We are developing a pipeline
of products designed to address limitations of the current cancer therapies as well as to extend to the new applications of radiation
therapy. We believe that our product candidates will enable us to deliver cancer treatments that are safer, more reliable and at a greater
scale than that of the current standard of care.


 


Our
product candidates include Ropidoxuridine, Extended Bio-availability Ropidoxuridine (IPdR/TPI), and HDAC inhibitors (SP-1-161, SP-2-225
and SP-1-303). We have advanced Ropidoxuridine through a Phase I clinical trial using non-dilutive NIH SBIR contracts and are currently
preparing a Phase II study to open in 2022. We also plan to submit investigational new drug applications (INDs) for the extended Bio-availability
Ropidoxuridine with the goals of initiating Phase I clinical trials in 20223, leveraging the outcomes of the Phase I clinical study results
of Ropidoxuridine. We have applied for and received FDA approval of Orphan designation for Ropidoxuridine and RT for treating brain cancer
(glioblastoma). In addition, we plan to continue to develop our pre-clinical products SP-1-161, SP-2-225 and SP-1-303 with the goal of
submitting INDs in 2022 and 2023. We believe our management team’s expertise in radiation therapy, combined modality cancer treatment
and immuno-oncology will help drive the rapid development and, if approved, the commercialization of these potentially curative therapies
for patients with aggressive cancers.


 


Radiation
Oncology has gone through transformative technological innovation to better define tumors, allow improved shaping of radiation delivery
and support dose escalation with shorter courses of treatment. Furthermore, achieving higher dose distributions within tumor volumes
has reached a practical plateau, since cancers are frequently integrated with or surrounded by more sensitive normal tissues and further
dose increases risk tissue necrosis. To increase cancer cures at maximally tolerated radiation doses, pharmacological and biological
modifications of cells are needed to sensitize cancers, protect normal tissues, and stimulate the immune system to react against antigens
produced by irradiated, damaged cancer cells. Drugs that show sensitizing properties, or the ability to make cancer cells more sensitive
to radiation, offer a solution to this problem. Currently, such drugs are used off-label and many have inherent toxicities since they
were designed for direct cancer treatments and not for sensitization.


 


Our
products address the unmet need in cancer treatment for a commercially marketable radiation response modifier solution that leads to
greater sensitivity of cancer cells to ionizing radiation therapy. The goal of our products is to increase the therapeutic index for
patients receiving radiation and to decrease radiation-related toxicities in patients with solid tumors. Our products operate across
three areas related to the treatment of cancer with RT:


 


	 	1.	Sensitization
    of growing cancer cells, rendering them more susceptible to the effects of radiation therapy.


 


	 	2.	Activation
    of the DNA damage response pathway to kill cancer cells and protect adjacent normal cells.


 


	 	3.	Activation
    of the immune system to kill any remaining cells after RT.


 


Our
platform technology allows for the creation of an inventory of products for radiation sensitizing, immune modulation, and protection
of healthy tissue.


 


The
Management Team is led by Dr. Anatoly Dritschilo, former Chairman of the Department of Radiation Medicine at Georgetown University School
of Medicine and Chief of Radiation Oncology at MedStar-Georgetown University Hospital. Dr. Dritschilo has also served as Medical Director
of Georgetown University Hospital, Interim Director of the NCI-funded Lombardi Comprehensive Cancer Center, and as a co-founder of the
biotech company, Oncomed (Neopharm, Inc). Our Scientific Officers include the following individuals: Dr. Mira Jung, a radiation biologist
and molecular biologist is a Professor of Radiation Medicine at Georgetown University. She provides cellular, molecular biology and small
animal model expertise needed for testing newly discovered drugs and serves as the Chief Scientific Officer. Our Clinical Director, Dr.
Tyvin Rich, has conducted clinical research at the University of Texas’s M.D. Anderson Cancer Center and the University of Virginia.
He has served as the chair of the GI committee for the Radiation Therapy Oncology Group’s (RTOG) national prospective trials utilizing
fluoropyrimidine radiation sensitization in rectal and pancreatic cancers.


 







    	B-1



     


    

 


Exhibit
C – Risk Factors


 








Risk
Factors


 


An
investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and all the other
information in this prospectus before you decide to buy our common stock. If any of the following risks related to our business actually
occurs, our business, financial condition, operating results, and prospects would be adversely affected. The market price of our common
stock could decline due to any of these risks and uncertainties related to our business, or related to an investment in our common stock,
and you may lose part or all of your investment.


 


Risks
Related to Our Business


 


Our
success is primarily dependent on the successful development, regulatory approval and commercialization of our product candidates, all
of which are in the early stages of development.


 


We
currently have a clinical stage product candidate, Ropidoxuridine, which is in the early stages of development. Ropidoxuridine has undergone
an SBIR funded Phase 1 clinical trial at Lifespan/Rhode Island Hospital. We also have an HDAC inhibitor small molecule platform. The
3-lead drug candidate molecules are in preclinical phases of development. none of our product candidates have gained marketing approval
for sale in the United States or any other country, and we cannot guarantee that we will ever have marketable products. To date, we have
invested substantially all of our efforts and financial resources in the research and development and commercial planning for our current
product candidate and our HDAC small molecule delivery platform. Our near-term prospects, including our ability to finance our Company
and generate revenue, as well as our future growth, will depend heavily on the successful development, marketing approval and commercialization
of our product candidates. The clinical and commercial success of product candidates will depend on a number of factors, including the
following:


 


	 	●	obtaining
    favorable results from our Phase 1 clinical trial for IPdR and proceeding to Phase I(b), Phase II and Phase III clinical trials,
    which may be slower or cost more than we currently anticipate;


 


	 	●	even
    if our clinical trials are successful, there can be no assurance that the FDA will agree that we have satisfactorily demonstrated
    safety or efficacy or that the FDA will not raise new issues regarding the design of our clinical trials;


 


	 	●	our
    ability to demonstrate the safety and efficacy of our product candidates to the satisfaction of the FDA;


 


	 	●	whether
    we are required by the FDA to conduct additional clinical trials to support the approval of our product candidates;


 


	 	●	the
    acceptance by the FDA of our proposed parameters for regulatory approval, including our proposed indication, endpoints and endpoint
    measurement tools relating to our product candidates;


 


	 	●	the
    incidence, duration and severity of adverse side effects;


 


	 	●	the
    timely receipt of necessary marketing approvals from the FDA;


 


	 	●	whether
    we are able to secure collaborations for completing the development and, if approved, commercialization of our product candidates;


 


	 	●	the
    effectiveness of our and our potential collaborators’ marketing, sales and distribution strategy and operations of product
    candidates that are approved;


 


	 	●	our
    success in educating physicians and patients about the benefits, administration and use of our product candidates;


 


	 	●	the
    ability of our third-party manufacturers and potential collaborators to manufacture clinical trial and commercial supplies of our
    product candidates to remain in good standing with regulatory bodies, and to develop, validate and maintain commercially viable manufacturing
    processes that are compliant with current Good Manufacturing Practices (“cGMP”) regulations;


 




    	C-1



     


    

 





	 	●	our
    ability to successfully commercialize our product candidates, if approved for marketing;


 


	 	●	our
    ability to enforce our intellectual property rights;


 


	 	●	our
    ability to avoid third-party patent interference or patent infringement claims;


 


	 	●	acceptance
    of our product candidates as safe and effective by patients and the medical community; and


 


	 	●	a
    continued acceptable safety profile of our product candidates following approval.


 


Many
of the above-listed factors are beyond our control. Accordingly, we cannot assure you that we will ever be able to generate revenue through
the sale of our product candidates. Any one of these factors or other factors discussed in this prospectus could affect our ability to
successfully commercialize product candidates, which could impact our ability to earn sufficient revenues to transition from a developmental
stage company and continue our business. If we are not successful in obtaining marketing approval of and commercializing our product
candidates, or are significantly delayed in doing so, our business will be materially harmed. We have a limited operating history and
have incurred significant losses since our inception, and we anticipate that we will continue to incur losses for the foreseeable future
and may never achieve or maintain profitability.


 


We
are a Phase I clinical stage pharmaceutical company with a limited operating history upon which you can evaluate our business and prospects.
Specialty pharmaceutical product development is a highly speculative undertaking and involves a substantial degree of risk. We do not
currently have any product candidates in advanced clinical trials or approved for sale, and we continue to incur significant research
and development and general and administrative expenses related to our operations. In addition, we have limited experience and have not
yet demonstrated an ability to successfully overcome many of the risks and uncertainties frequently encountered by companies in new and
rapidly evolving fields, particularly in the specialty pharmaceutical industry. We have not generated any revenue and have incurred losses
in each year since our founding in December 2012. We expect to continue to incur significant losses for the foreseeable future. Even
if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods.


 


We
have a limited operating history and have incurred significant losses since our inception, and we anticipate that we will continue to
incur losses for the foreseeable future and may never achieve or maintain profitability.


 


We
currently have no source of product sales revenue.


 


We
have not generated any revenues from commercial sales of our product candidates. Our ability to generate product revenue depends upon
our ability to successfully develop and commercialize products, including any of our current product candidates or other product candidates
that we may develop, in-license or acquire in the future. We do not anticipate generating revenue from the sale of products for the foreseeable
future. Our ability to generate future product revenue from our current or future product candidates also depends on a number of additional
factors, including our ability to:


 


	 	●	complete
    research and clinical development of current and future product candidates, either directly or through collaborative relationships;


 


	 	●	establish
    and maintain supply and manufacturing relationships with third parties, and ensure adequate and legally compliant manufacturing of
    bulk drug substances and drug products to maintain that supply;


 


	 	●	obtain
    regulatory approval from relevant regulatory authorities in jurisdictions where we intend to market our product candidates, either
    directly or through collaborative relationships;


 


	 	●	launch
    and commercialize future product candidates for which we obtain marketing approval, if any, through collaborative partners;


 


	 	●	obtain
    coverage and adequate product reimbursement from third-party payors, including government payors;


 




    	C-2



     


    

 





	 	●	achieve
    market acceptance for our products, if any;


 


	 	●	establish,
    maintain and protect our intellectual property rights; and


 


	 	●	attract,
    hire and retain qualified personnel.


 


In
addition, because of the numerous risks and uncertainties associated with clinical product development, including that our product candidates
may not advance through development or achieve the endpoints of applicable clinical trials, we are unable to predict the timing or amount
of any potential future product sales revenues. Our expenses also could increase beyond expectations if we decide to or are required
by the FDA, or comparable foreign regulatory authorities, to perform studies or trials in addition to those that we currently anticipate.
Even if we complete the development and regulatory processes described above, we anticipate incurring significant costs associated with
launching and commercializing these products.


 


The
market may not be receptive to our product candidates based on our novel therapeutic modality, and we may not generate any future revenue
from the sale or licensing of product candidates.


 


Even
if approval is obtained for a product candidate, we may not generate or sustain revenue from sales of the product due to factors such
as whether the product can be sold at a competitive cost and otherwise accepted in the market. The product candidates that we are developing
are based on a new delivery platform therapeutic approaches (there currently is no drug which has FDA approval for indications of radiation
sensitization). Market participants with significant influence over acceptance of new treatments, such as physicians and third-party
payors, may not accept our delivery platform, and we may not be able to convince the medical community and third-party payors to accept
and use, or to provide favorable reimbursement for, any product candidates developed by us. Market acceptance of our product candidates
will depend on, among other factors:


 


	 	●	timing
    of our receipt of any marketing and commercialization approvals;
	 	●	terms
    of any approvals and the countries in which approvals are obtained;
	 	●	safety
    and efficacy of our product candidates;
	 	●	prevalence
    and severity of any adverse side effects associated with our product candidates;
	 	●	warnings
    contained in any labeling approved by the FDA or other regulatory authority;
	 	●	convenience
    and ease of administration of our product candidates;
	 	●	success
    of our physician education programs;
	 	●	availability
    of adequate government and third-party payor reimbursement;
	 	●	pricing
    of our products, particularly as compared to alternative treatments; and
	 	●	availability
    of alternative effective products for indications our product candidates are intended to treat.


 


We
will require substantial additional financing in order to obtain marketing approval of our product candidates and commercialize our product
candidates; a failure to obtain this necessary capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce
or terminate our product development, other operations or commercialization efforts.


 


Since
our inception, substantially all of our resources have been dedicated to the preclinical and clinical development of our HDAC small molecule
delivery platform and our initial product candidate, Ropidoxuridine. Our capital needs to date have been met by contributions from existing
shareholders, as well as through private offerings of our securities and our SBIR contracts. We believe that we will continue to expend
substantial resources for the foreseeable future on the completion of clinical development and regulatory preparedness of our product
candidates, preparations for a commercial launch of our product candidates, if approved, and development of any other current or future
product candidates we may choose to further develop. These expenditures will include costs associated with research and development,
conducting preclinical studies and clinical trials, obtaining marketing approvals, and, if we are not able to enter into planned collaborations,
manufacturing and supply as well as marketing and selling any products approved for sale. In addition, other unanticipated costs may
arise. Because the outcome of any drug development process is highly uncertain, we cannot reasonably estimate the actual amounts necessary
to successfully complete the development and commercialization of our current product candidates, if approved, or future product candidates,
if any.


 




    	C-3



     


    

 








We
estimate that our net proceeds from this private placement offering will be up to approximately $2,000,000, less offering expenses payable
by us. Following this private placement offering, we intend to pursue an underwritten public offering of our Common Stock. There is no
guarantee that we will be successful in completing this private placement or our planned initial public offering. In addition, our operating
plan may change as a result of factors currently unknown to us, and we may need to seek additional funds sooner than planned, through
public or private equity or debt financings or other sources, such as strategic collaborations. Such financing may result in dilution
to shareholders, imposition of debt covenants and repayment obligations, or other restrictions that may adversely affect our business.
In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have
sufficient funds for our current or future operating plans.


 


Our
future capital requirements depend on many factors, including:


 


	 	●	the
    scope, progress, results and costs of researching and developing our current product candidates, future product candidates and conducting
    preclinical and clinical trials;


 


	 	●	the
    cost of commercialization activities if our current product candidates and future product candidates are approved for sale, including
    securing collaborative ventures for completing development of, securing marketing approval for and ultimately marketing, selling
    and distributing our product candidates, if approved or building a corporate infrastructure if we have to undertake these activities
    directly;


 


	 	●	our
    ability to establish and maintain strategic collaborations, licensing or other arrangements and the financial terms of such agreements;


 


	 	●	the
    number and characteristics of any additional product candidates we may develop or acquire;


 


	 	●	any
    product liability or other lawsuits related to our products or commenced against us;


 


	 	●	the
    expenses needed to attract and retain skilled personnel;


 


	 	●	the
    costs associated with being a public company;


 


	 	●	the
    costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims, including litigation costs
    and the outcome of such litigation; and


 


	 	●	the
    timing, receipt and amount of sales of, or royalties on, any future approved products, if any.


 


Additional
funds may not be available when we need them, on terms that are acceptable to us, or at all. If adequate funds are not available to us
on a timely basis, we may be required to:


 


	 	●	delay,
    limit, reduce or terminate preclinical studies, clinical trials or other development activities for our current product candidates
    or future product candidates, if any;


 


	 	●	delay,
    limit, reduce or terminate our research and development activities; or


 


	 	●	delay,
    limit, reduce or terminate our establishment of sales and marketing capabilities or other activities that may be necessary to commercialize
    our current or future product candidates.


 


Raising
additional capital may cause dilution to our existing shareholders, restrict our operations or require us to relinquish rights to our
technologies or product candidates.


 


We
may seek additional capital through a combination of public and private equity offerings, debt financings, strategic collaborations and
alliances and licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities,
your ownership interest will be diluted, and the terms may include liquidation or other preferences that adversely affect your rights
as a shareholder. The incurrence of indebtedness would result in increased fixed payment obligations and could involve certain restrictive
covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire or license intellectual
property rights and other operating restrictions that could adversely impact our ability to conduct our business. If we raise additional
funds through strategic collaborations and alliances and licensing arrangements with third parties, we may have to relinquish valuable
rights to our technologies or product candidates or grant licenses on terms unfavorable to us.


 




    	C-4



     


    

 





Our
product candidates are in the early stages of development and may fail in development or suffer delays that materially adversely affect
their commercial viability.


 


We
have no products on the market and all of our product candidates are in the early stages of development. Our ability to achieve and sustain
profitability depends on obtaining regulatory approvals, including institutional review board (“IRB”) approval, for
and successfully commercializing our product candidates, either alone or with third parties. Before obtaining regulatory approval for
the commercial distribution of our product candidates, we or one of our collaborators must conduct extensive preclinical tests and clinical
trials to demonstrate the safety and efficacy in humans of our product candidates. Preclinical testing and clinical trials are expensive,
difficult to design and implement, can take many years to complete and are uncertain as to outcome. The start or end of a clinical study
is often delayed or halted due to changing regulatory requirements, manufacturing challenges, required clinical trial administrative
actions, slower than anticipated patient enrollment, changing standards of care, availability or prevalence of use of a comparative drug
or required prior therapy, clinical outcomes or financial constraints. For instance, delays or difficulties in patient enrollment or
difficulties in retaining trial participants can result in increased costs, longer development times or termination of a clinical trial.
Clinical trials of a new product candidate require the enrollment of a sufficient number of patients, including patients who are suffering
from the disease the product candidate is intended to treat and who meet other eligibility criteria. Rates of patient enrollment are
affected by many factors, including the size of the patient population, the eligibility criteria for the clinical trial, the age and
condition of the patients, the stage and severity of disease, the nature of the protocol, the proximity of patients to clinical sites
and the availability of effective treatments for the relevant disease.


 


A
product candidate can unexpectedly fail at any stage of preclinical and clinical development. The historical failure rate for product
candidates is high due to scientific feasibility, safety, efficacy, changing standards of medical care and other variables. The results
from preclinical testing or early clinical trials of a product candidate may not predict the results that will be obtained in later phase
clinical trials of the product candidate. We, the FDA or other applicable regulatory authorities may suspend clinical trials of a product
candidate at any time for various reasons, including a belief that subjects participating in such trials are being exposed to unacceptable
health risks or adverse side effects. We may not have the financial resources to continue development of, or to enter into collaborations
for, a product candidate if we experience any problems or other unforeseen events that delay or prevent regulatory approval of, or our
ability to commercialize, product candidates, including:


 


	 	●	negative
    or inconclusive results from our clinical trials or the clinical trials of others for product candidates similar to ours, leading
    to a decision or requirement to conduct additional preclinical testing or clinical trials or abandon a program;


 


	 	●	serious
    and unexpected drug-related side effects experienced by participants in our clinical trials or by individuals using drugs similar
    to our product candidates;


 


	 	●	delays
    in submitting an Investigational New Drug application (“IND”) or delays or failure in obtaining the necessary
    approvals from regulators to commence a clinical trial, or a suspension or termination of a clinical trial once commenced;


 


	 	●	conditions
    imposed by the FDA or comparable foreign authorities regarding the scope or design of our clinical trials;


 


	 	●	delays
    in enrolling research subjects in clinical trials;


 


	 	●	high
    drop-out rates of research subjects;


 


	 	●	greater
    than anticipated clinical trial costs;


 


	 	●	poor
    effectiveness of our product candidates during clinical trials;




 




    	C-5



     


    

 








	 	●	unfavorable
    FDA or other regulatory agency inspection and review of a clinical trial site;


 


	 	●	failure
    of our third-party contractors or investigators to comply with regulatory requirements or otherwise meet their contractual obligations
    in a timely manner, or at all;


 


	 	●	delays
    and changes in regulatory requirements, policy and guidelines, including the imposition of additional regulatory oversight around
    clinical testing generally or with respect to our technology in particular; or


 


	 	●	varying
    interpretations of data by the FDA and similar foreign regulatory agencies.


 


If
third parties on which we depend to conduct our preclinical studies, or any future clinical trials, do not perform as contractually required,
fail to satisfy regulatory or legal requirements or miss expected deadlines, our development program could be delayed with materially
adverse effects on our business, financial condition, results of operations and prospects. 


 


We
are relying on third party collaborators to conduct our efficacy clinical trials for Ropidoxuridine and plan to rely on third party clinical
investigators, contract research organizations (“CROs”), clinical data management organizations and consultants to
design, conduct, supervise and monitor preclinical studies of our product candidates and will do the same for any clinical trials. Because
we plan to largely rely on third parties and do not have the ability to conduct preclinical studies or clinical trials independently,
we have less control over the timing, quality and other aspects of preclinical studies and clinical trials than we would if we conducted
them on our own. These investigators, CROs and consultants are not our employees and we have limited control over the amount of time
and resources that they dedicate to our programs. These third parties may have contractual relationships with other entities, some of
which may be our competitors, which may draw time and resources from our programs. The third parties with whom we contract might not
be diligent, careful or timely in conducting our preclinical studies or clinical trials, resulting in the preclinical studies or clinical
trials being delayed or unsuccessful.


 


If
we cannot contract with acceptable third parties on commercially reasonable terms, or at all, or if these third parties do not carry
out their contractual duties, satisfy legal and regulatory requirements for the conduct of preclinical studies or clinical trials or
meet expected deadlines, our clinical development programs could be delayed and otherwise adversely affected. In all events, we are responsible
for ensuring that each of our preclinical studies and clinical trials is conducted in accordance with the general investigational plan
and protocols for the trial. The FDA requires clinical trials to be conducted in accordance with good clinical practices, including for
conducting, recording and reporting the results of preclinical studies and clinical trials to assure that data and reported results are
credible and accurate and that the rights, integrity and confidentiality of clinical trial participants are protected. Our reliance on
third parties that we do not control does not relieve us of these responsibilities and requirements. Any such event could have a material
adverse effect on our business, financial condition, results of operations and/or prospects.


 


Because
we rely on third party manufacturing and supply partners, our supply of research and development, preclinical and clinical development
materials may become limited or interrupted or may not be of satisfactory quantity or quality.


 


We
rely on third party supply and manufacturing partners to supply the materials and components for, and manufacture, our research and development,
preclinical and clinical trial drug supplies. We do not own manufacturing facilities or supply sources for such components and materials.
There can be no assurance that our supply of research and development, preclinical and clinical development drugs and other materials
will not be limited, interrupted, restricted in certain geographic regions or of satisfactory quality or continue to be available at
acceptable prices. In particular, any replacement of any drug product formulation manufacturer we may use could require significant effort
and expertise in the event there are a limited number of qualified replacements for a particular product candidate.


 




    	C-6



     


    

 


The
manufacturing process for a product candidate is subject to FDA and foreign regulatory authority review. Suppliers and manufacturers
must meet applicable manufacturing requirements and undergo rigorous facility and process validation tests required by regulatory authorities
in order to comply with regulatory standards, such as Current Good Manufacturing Practice (or CGMP). In the event that any of our suppliers
or manufacturers fail to comply with such requirements or to perform its obligations to us in relation to quality, timing or otherwise,
or if our supply of components or other materials becomes limited or interrupted for other reasons, we may be forced to manufacture the
materials ourselves, for which we currently do not have the capabilities or resources, or enter into an agreement with another third
party, which we may not be able to do on reasonable terms, if at all. In some cases, the technical skills or technology required to manufacture
our product candidates may be unique or proprietary to the original manufacturer and we may have difficulty, or there may be contractual
restrictions prohibiting us from, transferring such skills or technology to another third party and a feasible alternative may not exist.
These factors would increase our reliance on such manufacturer or require us to obtain a license from such manufacturer in order to have
another third party manufacture our product candidates. If we are required to change manufacturers for any reason, we will be required
to verify that the new manufacturer maintains facilities and procedures that comply with quality standards and with all applicable regulations
and guidelines. The delays associated with the verification of a new manufacturer could negatively affect our ability to develop product
candidates in a timely manner or within budget.


 


We
expect to continue to rely on third party manufacturers if we receive regulatory approval for any product candidate. To the extent that
we have existing or future manufacturing arrangements with third parties, we will depend on these third parties to perform their obligations
in a timely manner consistent with contractual and regulatory requirements, including those related to quality control and assurance.
If we are unable to obtain or maintain third-party manufacturing for product candidates, or to do so on commercially reasonable terms,
we may not be able to develop and commercialize our product candidates successfully. Our or a third party’s failure to execute
on our manufacturing requirements could adversely affect our business in a number of ways, including:


 


	 	●	an
    inability to initiate or continue clinical trials of product candidates under development;


 


	 	●	delay
    in submitting regulatory applications, or receiving regulatory approvals, for product candidates;


 


	 	●	loss
    of the cooperation of a collaborator;


 


	 	●	subjecting
    our product candidates to additional inspections by regulatory authorities;


 


	 	●	requirements
    to cease distribution or to recall batches of our product candidates; and


 


	 	●	in
    the event of approval to market and commercialize a product candidate, an inability to meet commercial demands for our products.


 


We
may be unsuccessful in engaging in strategic transactions which could adversely affect our ability to develop and commercialize product
candidates, impact our cash position, increase our expense and present significant distractions to our management.


 


From
time to time, we may consider strategic transactions, such as collaborations, acquisitions of companies, asset purchases and out- or
in- licensing of product candidates or technologies. In particular, we will evaluate and, if strategically attractive, seek to enter
into additional collaborations, including with major biotechnology or pharmaceutical companies to complete development and marketing
of our product candidates, if approved. The competition for collaborators is intense, and the negotiation process is time-consuming and
complex. Any proposed collaboration may be on terms that are not optimal for us, and we may not be able to maintain any new or existing
collaboration if, for example, development or approval of a product candidate is delayed, sales of an approved product candidate do not
meet expectations or the collaborator terminates the collaboration. Any such collaboration, or other strategic transaction, may require
us to incur non-recurring or other charges, increase our near- and long-term expenditures and pose significant integration or implementation
challenges or disrupt our management or business. These transactions would entail numerous operational and financial risks, including
exposure to unknown liabilities, disruption of our business and diversion of our management’s time and attention in order to manage
a collaboration or develop acquired products, product candidates or technologies, incurrence of substantial debt or dilutive issuances
of equity securities to pay transaction consideration or costs, higher than expected collaboration, acquisition or integration costs,
write-downs of assets or goodwill or impairment charges, increased amortization expenses, difficulty and cost in facilitating the collaboration
or combining the operations and personnel of any acquired business, impairment of relationships with key suppliers, manufacturers or
customers of any acquired business due to changes in management and ownership and the inability to retain key employees of any acquired
business. Accordingly, although there can be no assurance that we will undertake or successfully complete any transactions of the nature
described above, any transactions that we do complete may be subject to the foregoing or other risks and have a material adverse effect
on our business, results of operations, financial condition and prospects. Conversely, any failure to enter into any collaboration or
other strategic transaction that would be beneficial to us could delay the development and potential commercialization of our product
candidates and have a negative impact on the competitiveness of any product candidate that reaches market.


 




    	C-7



     


    

 





We
face competition from entities that have developed or may develop product candidates for our target disease indications, including companies
developing novel treatments and technology platforms based on modalities and technology similar to ours. If these companies develop technologies
or product candidates more rapidly than we do or their technologies, including delivery technologies, are more effective, our ability
to develop and successfully commercialize product candidates may be adversely affected.


 


The
development and commercialization of drugs is highly competitive. We compete with a variety of multinational pharmaceutical companies
and specialized biotechnology companies, as well as with universities and other research institutions which are developing new technology.
Our competitors have developed, are developing or will develop product candidates and processes competitive with our product candidates.
Competitive therapeutic treatments include those that have already been approved and accepted by the medical community and any new treatments
that enter the market. We believe that a significant number of products are currently under development, and may become commercially
available in the future, for the treatment of conditions for which we may try to develop product candidates.


 


Many
of our competitors have significantly greater financial, technical, manufacturing, marketing, sales and supply resources or experience
than we have. If we successfully obtain approval for any product candidate, we will face competition based on many different factors,
including the safety and effectiveness of our products, the ease with which our products can be administered and the extent to which
patients accept relatively new routes of administration, the timing and scope of regulatory approvals for these products, the availability
and cost of manufacturing, marketing and sales capabilities, price, reimbursement coverage and patent position. Competing products could
present superior treatment alternatives, including by being more effective, safer, less expensive or marketed and sold more effectively
than any products we may develop. Competitive products may make any products we develop obsolete or noncompetitive before we recover
the expense of developing and commercializing our product candidates. Such competitors could also recruit our employees, which could
negatively impact our level of expertise and our ability to execute our business plan.


 


Any
inability to attract and retain qualified key management and technical personnel would impair our ability to implement our business plan.


 


Our
success largely depends on the continued service of certain key management and other specialized personnel, including Anatoly Dritschilo,
M.D., our chief executive officer, Mira Jung, Ph.D., our chief scientific officer for biology, Michael Vander Hoek, our chief financial
officer and vice president operations and regulatory, and Peter Dritschilo, our president and chief operating officer. The loss of one
or more members of our management team or other key employees or advisors could delay our research and development programs and materially
harm our business, financial condition, results of operations and prospects. The relationships that our key managers have cultivated
within our industry make us particularly dependent upon their continued employment with us. We are dependent on the continued service
of our technical personnel because of the highly technical nature of our product candidates and technologies and the specialized nature
of the regulatory approval process. Because our management team and key employees are not obligated to provide us with continued service,
they could terminate their employment with us at any time without penalty. We do not maintain key person life insurance policies on any
of our management team members or key employees. Our future success will depend in large part on our continued ability to attract and
retain other highly qualified scientific, technical and management personnel, as well as personnel with expertise in clinical testing,
manufacturing, governmental regulation and commercialization. We face competition for personnel from other companies, universities, public
and private research institutions, government entities and other organizations.


 


If
our product candidates advance into Phase II and Phase III clinical trials, we may experience difficulties in managing our growth and
expanding our operations. 


 


We
have limited experience in drug development and have not begun clinical trials for any of our product candidates, other than a Phase
1 clinical trial for Ropidoxuridine. As our product candidates enter and advance through preclinical studies and any clinical trials,
we will need to expand our development, regulatory and manufacturing capabilities or contract with other organizations to provide these
capabilities for us. In the future, we expect to have to manage additional relationships with collaborators or partners, suppliers and
other organizations. Our ability to manage our operations and future growth will require us to continue to improve our operational, financial
and management controls, reporting systems and procedures. We may not be able to implement improvements to our management information
and control systems in an efficient or timely manner and may discover deficiencies in existing systems and controls.


 




    	C-8



     


    

 


If
any of our product candidates are approved for marketing and commercialization and we are unable to develop sales, marketing and distribution
capabilities on our own or enter into agreements with third parties to perform these functions on acceptable terms, we will be unable
to commercialize successfully any such future products.


 


We
currently have no sales, marketing or distribution capabilities or experience. If any of our product candidates is approved, we plan
to enter into collaborations with third parties to sell, market and distribute our products. In the alternative, we would have to develop
internal sales, marketing and distribution capabilities to commercialize any approved product, which would be expensive and time-consuming,
or, as is more likely, enter into collaborations with third parties to perform these services. If we rely on third parties with sales,
marketing and distribution capabilities to market our products or decide to co-promote products with collaborators, we will need to establish
and maintain marketing and distribution arrangements with third parties, and there can be no assurance that we will be able to enter
into such arrangements on acceptable terms, if, at all. In entering into third-party marketing or distribution arrangements, any revenue
we receive will depend upon the efforts of the third parties and there can be no assurance that such third parties will establish adequate
sales and distribution capabilities or be successful in gaining market acceptance of any approved product. If we decide to market our
products directly, we will need to commit significant financial and managerial resources to develop a marketing and sales force with
technical expertise and supporting distribution, administration and compliance capabilities. If we are not successful in commercializing
any product approved in the future, either on our own or through third parties, our business, financial condition, results of operations
and prospects could be materially adversely affected.


 


If
we fail to comply with U.S. and foreign regulatory requirements, regulatory authorities could limit or withdraw any marketing or commercialization
approvals we may receive and subject us to other penalties that could materially harm our business.


 


Even
if we receive marketing and commercialization approval of a product candidate, there can be no assurance we will not be subject to future
or continuing regulatory review, including in relation to adverse patient experiences with the product and clinical results that are
reported after a product is made commercially available, both in the U.S. and any foreign jurisdiction in which we seek regulatory approval.
The FDA has significant post-market authority, including the authority to require labeling changes based on new safety information and
to require post-market studies or clinical trials to evaluate safety risks related to the use of a product or to require withdrawal of
the product from the market. The FDA also has the authority to require a risk evaluation and mitigation strategies (“REMS”)
plan after approval, which may impose further requirements or restrictions on the distribution or use of an approved drug. The manufacturer
and manufacturing facilities we use to make a future product, if any, will also be subject to periodic review and inspection by the FDA
and other regulatory agencies, including for continued compliance with CGMP requirements. The discovery of any new or previously unknown
problems with our third-party manufacturers, manufacturing processes or facilities may result in restrictions on the product, manufacturer
or facility, including withdrawal of the product from the market. If we rely on third-party manufacturers, we will not have control over
compliance with applicable rules and regulations by such manufacturers. Any product promotion and advertising will also be subject to
regulatory requirements and continuing regulatory review. If we or our collaborators, manufacturers or service providers fail to comply
with applicable continuing regulatory requirements in the U.S. or foreign jurisdictions in which we seek to market our products, we or
they may be subject to, among other things, fines, warning letters, holds on clinical trials, refusal by the FDA to approve pending applications
or supplements to approved applications, suspension or withdrawal of regulatory approval, product recalls and seizures, refusal to permit
the import or export of products, operating restrictions, injunction, civil penalties and criminal prosecution.


 


Our
business entails a significant risk of product liability and our ability to obtain sufficient insurance coverage could have a material
effect on our business, financial condition, results of operations or prospects.


 


Our
business exposes us to significant product liability risks inherent in the development, testing, manufacturing and marketing of therapeutic
treatments. Product liability claims could delay or prevent completion of our development programs. If we succeed in marketing products,
such claims could result in an FDA investigation of the safety and effectiveness of our products, our manufacturing processes and facilities
or our marketing programs and potentially a recall of our products or more serious enforcement action, limitations on the approved indications
for which they may be used or suspension or withdrawal of approvals. Regardless of the merits or eventual outcome, liability claims may
also result in decreased demand for our products, injury to our reputation, costs to defend the related litigation, a diversion of management’s
time and our resources, substantial monetary awards to trial participants or patients and a decline in our stock price. We currently
have product liability insurance that we believe is appropriate for our stage of development and may need to obtain higher levels prior
to marketing any of our product candidates. Any insurance we have or may obtain may not provide sufficient coverage against potential
liabilities. Furthermore, clinical trial and product liability insurance is becoming increasingly expensive. As a result, we may be unable
to obtain sufficient insurance at a reasonable cost to protect us against losses caused by product liability claims that could have a
material adverse effect on our business.


 




    	C-9



     


    

 





Our
employees may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.


 


We
are exposed to the risk of employee fraud or other misconduct. Misconduct by employees could include intentional failures to comply with
FDA regulations, provide accurate information to the FDA, comply with manufacturing standards we may establish, comply with federal and
state healthcare fraud and abuse laws and regulations, report financial information or data accurately or disclose unauthorized activities
to us. In particular, sales, marketing and business arrangements in the healthcare industry are subject to extensive laws and regulations,
kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting,
marketing and promotion, sales commission, customer incentive programs and other business arrangements. While we make an effort to maintain
strict employee work processes and oversight, employee misconduct could expose us to liability through the improper use of information
obtained in the course of clinical trials, which could result in regulatory sanctions and serious harm to our reputation. Furthermore,
it is not always possible to identify and deter employee misconduct, and the precautions we take to detect and prevent this activity
may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other
actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against
us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business,
including the imposition of significant fines or other sanctions.


 


Our
internal computer systems, or those of our CROs or other contractors or consultants, may fail or suffer security breaches, which could
result in a material disruption of our product development programs.


 


Despite
the implementation of cyber security measures, our internal computer systems and those of our CROs and other contractors and consultants
are vulnerable to damage from computer viruses, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical
failures. Such events could cause interruptions of our operations. For example, the loss of preclinical data or data from any future
clinical trial involving our product candidates could result in delays in our development and regulatory filing efforts and significantly
increase our costs. To the extent that any disruption or security breach were to result in a loss of, or damage to, our data, or inappropriate
disclosure of confidential or proprietary information, we could incur liability and the development of our product candidates could be
delayed.


 


Our
proprietary information, or that of our customers, suppliers and business partners, may be lost or we may suffer security breaches. 


 


In
the ordinary course of our business, we collect and store sensitive data, including intellectual property, clinical trial data, our proprietary
business information and that of our customers, suppliers and business partners, and personally identifiable information of our customers,
clinical trial subjects and employees, in our data centers and on our networks. The secure processing, maintenance and transmission of
this information is critical to our operations. Despite our security measures, our information technology and infrastructure may be vulnerable
to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Although to our knowledge we have not experienced
any such material security breach to date, any such breach could compromise our network, or the networks of our CROs or other third party
service providers, and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure
or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information,
regulatory penalties, disrupt our operations, damage our reputation, and cause a loss of confidence in our products and our ability to
conduct clinical trials, which could adversely affect our business and reputation and lead to delays in gaining regulatory approvals
for our drugs. Although we maintain business interruption insurance coverage, our insurance might not cover all losses from any future
breaches of our systems.


 




    	C-10



     


    

 


Failure
of our information technology systems could significantly disrupt the operation of our business. 


 


Our
business increasingly depends on the use of information technologies, which means that certain key areas such as research and development,
production and sales are to a large extent dependent on our information systems or those of third-party providers. Our ability to execute
our business plan and to comply with regulatory requirements with respect to data control and data integrity, depends, in part, on the
continued and uninterrupted performance of our information technology systems, or IT systems and the IT systems supplied by third-party
service providers. These systems are vulnerable to damage from a variety of sources, including telecommunications or network failures,
malicious human acts and natural disasters. Moreover, despite network security and backup measures, some of our servers are potentially
vulnerable to physical or electronic break-ins, computer viruses and similar disruptive problems. Despite the precautionary measures
we and our third-party service providers have taken to prevent unanticipated problems that could affect our IT systems, sustained or
repeated system failures or problems arising during the upgrade of any of our IT systems that interrupt our ability to generate and maintain
data, and in particular to operate our proprietary technology platform, could adversely affect our ability to operate our business.


 


If
we do not comply with laws regulating the protection of the environment and health and human safety, our business could be adversely
affected.


 


Our
research, development and manufacturing involve the use of hazardous materials and various chemicals. We maintain quantities of various
flammable and toxic chemicals in our facilities in Gaithersburg, Maryland that are required for our research, development and manufacturing
activities. We are subject to federal, state and local laws and regulations governing the use, manufacture, storage, handling and disposal
of these hazardous materials. We believe our procedures for storing, handling and disposing these materials in our Gaithersburg facilities
comply with the relevant guidelines of Gaithersburg, the State of Maryland and the Occupational Safety and Health Administration of the
U.S. Department of Labor. Although we believe that our safety procedures for handling and disposing of these materials comply with the
standards mandated by applicable regulations, the risk of accidental contamination or injury from these materials cannot be eliminated.
If an accident occurs, we could be held liable for resulting damages, which could be substantial. We are also subject to numerous environmental,
health and workplace safety laws and regulations, including those governing laboratory procedures, exposure to blood-borne pathogens
and the handling of animals and biohazardous materials. Although we maintain workers’ compensation insurance to cover us for costs
and expenses we may incur due to injuries to our employees resulting from the use of these materials, this insurance may not provide
adequate coverage against potential liabilities. We do not maintain insurance for environmental liability or toxic tort claims that may
be asserted against us in connection with our storage or disposal of biological or hazardous materials. Additional federal, state and
local laws and regulations affecting our operations may be adopted in the future. We may incur substantial costs to comply with, and
substantial fines or penalties if we violate any of these laws or regulations.


 


Our
information technology systems could face serious disruptions that could adversely affect our business.


 


Our
information technology and other internal infrastructure systems, including corporate firewalls, servers, leased lines and connection
to the Internet, face the risk of systemic failure that could disrupt our operations. A significant disruption in the availability of
our information technology and other internal infrastructure systems could cause interruptions in our collaborations with our partners
and delays in our research and development work.


 


Changes
in accounting rules and regulations, or interpretations thereof, could result in unfavorable accounting charges or require us to change
our compensation policies.


 


Accounting
methods and policies for pharmaceutical companies, including policies governing revenue recognition, research and development and related
expenses and accounting for stock-based compensation are subject to review, interpretation and guidance from relevant accounting authorities,
including the SEC. Changes to accounting methods or policies, or interpretations thereof, may require us to reclassify, restate or otherwise
change or revise our financial statements, including those contained in this prospectus.


 




    	C-11



     


    

 


Risks
Related to Intellectual Property


 


If
we are not able to obtain and enforce patent protection for our technologies or product candidates, development and commercialization
of our product candidates may be adversely affected.


 


Our
success depends in part on our ability to obtain and maintain patents and other forms of intellectual property rights, including in-licenses
of intellectual property rights of others, for our product candidates, methods used to manufacture our product candidates and methods
for treating patients using our product candidates, as well as our ability to preserve our trade secrets, to prevent third parties from
infringing upon our proprietary rights and to operate without infringing upon the proprietary rights of others. As of the date of this
prospectus, we have filed five patent applications with the U.S. Patent and Trademark Office (the “USPTO”) with respect
to various aspects of our HDAC inhibitor small molecule delivery platform and Ropidoxuridine, our lead product candidate. However, we
may not be able to apply for patents on certain aspects of our product candidates or delivery technologies in a timely fashion or at
all. To date, three patents have been granted. There is no guarantee that any of our pending patent applications will result in issued
or granted patents, that any of our issued, granted or licensed patents will not later be found to be invalid or unenforceable or that
any issued, granted or licensed patents will include claims that are sufficiently broad to cover our product candidates or delivery technologies
or to provide meaningful protection from our competitors. Moreover, the patent position of specialty pharmaceutical companies can be
highly uncertain because it involves complex legal and factual questions. We will be able to protect our proprietary rights from unauthorized
use by third parties only to the extent that our current and future proprietary technology and product candidates are covered by valid
and enforceable patents or are effectively maintained as trade secrets. If third parties disclose or misappropriate our proprietary rights,
it may materially and adversely impact our position in the market.


 


The
USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other
requirements during the patent process. There are situations in which noncompliance can result in abandonment or lapse of a patent or
patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, competitors
might be able to enter the market earlier than would otherwise have been the case. The standards applied by the USPTO and foreign patent
offices in granting patents are not always applied uniformly or predictably. For example, there is no uniform worldwide policy regarding
patentable subject matter or the scope of claims allowable in pharmaceutical patents. As such, we do not know the degree of future protection
that we will have on our proprietary products and technology. While we will endeavor to try to protect our product candidates with intellectual
property rights such as patents, as appropriate, the process of obtaining patents is time-consuming, expensive and sometimes unpredictable.


 


Once
granted, patents may remain open to opposition, interference, re-examination, post-grant review, inter partes review, nullification or
derivation action in court or before patent offices or similar proceedings for a given period after allowance or grant, during which
time third parties can raise objections against such initial grant. In the course of such proceedings, which may continue for a protracted
period of time, the patent owner may be compelled to limit the scope of the allowed or granted claims thus attacked, or may lose the
allowed or granted claims altogether. In addition, there can be no assurance that:


 


	 	●	others
    will not or may not be able to make, use or sell compounds that are the same as or similar to our product candidates but that are
    not covered by the claims of the patents that we own or license;


 


	 	●	we
    or our licensors, collaborators or any future collaborators are the first to make the inventions covered by each of our issued patents
    and pending patent applications that we own or license;


 


	 	●	we
    or our licensors, collaborators or any future collaborators are the first to file patent applications covering certain aspects of
    our inventions;


 


	 	●	others
    will not independently develop similar or alternative technologies or duplicate any of our technologies without infringing our intellectual
    property rights;


 


	 	●	A
    third party may not challenge our patents and, if challenged, a court may not hold that our patents are valid, enforceable and infringed;


 


	 	●	any
    issued patents that we own or have licensed will provide us with any competitive advantages, or will not be challenged by third parties;


 


	 	●	we
    may develop additional proprietary technologies that are patentable;


 




    	C-12



     


    

 





	 	●	the
    patents of others will not have an adverse effect on our business; and


 


	 	●	our
    competitors do not conduct research and development activities in countries where we do not have enforceable patent rights and then
    use the information learned from such activities to develop competitive products for sale in our major commercial markets.


 


We
intend to license patent rights from third-party owners or licensees. If such owners or licensees do not properly or successfully obtain,
maintain or enforce the patents underlying such licenses, or if they retain or license to others any competing rights, our competitive
position and business prospects may be adversely affected.


 


 


We
may not be able to protect our intellectual property rights throughout the world.


 


Obtaining
a valid and enforceable issued or granted patent covering our technology in the U.S. and worldwide can be extremely costly. In jurisdictions
where we have not obtained patent protection, competitors may use our technology to develop their own products and further, may export
otherwise infringing products to territories where we have patent protection, but where it is more difficult to enforce a patent as compared
to the U.S. Competitor products may compete with our future products in jurisdictions where we do not have issued or granted patents
or where our issued or granted patent claims or other intellectual property rights are not sufficient to prevent competitor activities
in these jurisdictions. The legal systems of certain countries, particularly certain developing countries, make it difficult to enforce
patents and such countries may not recognize other types of intellectual property protection, particularly that relating to biopharmaceuticals.
This could make it difficult for us to prevent the infringement of patents or marketing of competing products in violation of our proprietary
rights generally in certain jurisdictions. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial
cost and divert our efforts and attention from other aspects of our business.


 


We
generally file a provisional patent application first (a priority filing) at the USPTO. A U.S. utility application and international
application under the Patent Cooperation Treaty (PCT) are usually filed within twelve months after the priority filing. Based on the
PCT filing, national and regional patent applications may be filed in the European Union, Japan, Australia and Canada and, depending
on the individual case, also in any or all of, inter alia, China, India, South Korea, Singapore, Taiwan and South Africa. We have so
far not filed for patent protection in all national and regional jurisdictions where such protection may be available. In addition, we
may decide to abandon national and regional patent applications before grant. Finally, the grant proceeding of each national or regional
patent is an independent proceeding which may lead to situations in which applications might in some jurisdictions be refused by the
relevant registration authorities, while granted by others. It is also quite common that depending on the country, various scopes of
patent protection may be granted on the same product candidate or technology. The laws of some jurisdictions do not protect intellectual
property rights to the same extent as the laws in the U.S., and many companies have encountered significant difficulties in protecting
and defending such rights in such jurisdictions. If we or our licensors encounter difficulties in protecting, or are otherwise precluded
from effectively protecting, the intellectual property rights important for our business in such jurisdictions, the value of these rights
may be diminished and we may face additional competition from others in those jurisdictions. Many countries have compulsory licensing
laws under which a patent owner may be compelled to grant licenses to third parties. In addition, many countries limit the enforceability
of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which
could materially diminish the value of such patent. If we or any of our licensors are forced to grant a license to third parties with
respect to any patents relevant to our business, our competitive position in the relevant jurisdiction may be impaired and our business
and results of operations may be adversely affected.


 




    	C-13



     


    

 


We
or our licensors, or any future collaborators or a strategic partners may become subject to third party claims or litigation alleging
infringement of patents or other proprietary rights or seeking to invalidate patents or other proprietary rights, and we may need to
resort to litigation to protect or enforce our patents or other proprietary rights, all of which could be costly, time consuming, delay
or prevent the development and commercialization of our product candidates, or put our patents and other proprietary rights at risk.


 


We
or our licensors, or any future collaborators or strategic partners may be subject to third-party claims for infringement or misappropriation
of patent or other proprietary rights. We are generally obligated under our license or collaboration agreements to indemnify and hold
harmless our licensors or collaborator for damages arising from intellectual property infringement by us. If we or our licensors, or
any future collaborators or strategic partners are found to infringe a third party patent or other intellectual property rights, we could
be required to pay damages, potentially including treble damages, if we are found to have willfully infringed. In addition, we or our
licensors, collaborators or any future strategic partners may choose to seek, or be required to seek, a license from a third party, which
may not be available on acceptable terms, if at all. Even if a license can be obtained on acceptable terms, the rights may be non-exclusive,
which could give our competitors access to the same technology or intellectual property rights licensed to us. If we fail to obtain a
required license, we or our collaborator, or any future collaborator, may be unable to effectively market product candidates based on
our technology, which could limit our ability to generate revenue or achieve profitability and possibly prevent us from generating revenue
sufficient to sustain our operations. In addition, we may find it necessary to pursue claims or initiate lawsuits to protect or enforce
our patent or other intellectual property rights. The cost to us in defending or initiating any litigation or other proceeding relating
to patent or other proprietary rights, even if resolved in our favor, could be substantial, and litigation would divert our management’s
attention. Some of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can because
they have substantially greater resources. Uncertainties resulting from the initiation and continuation of patent litigation or other
proceedings could delay our research and development efforts and limit our ability to continue our operations.


 


If
we were to initiate legal proceedings against a third party to enforce a patent covering one of our products or our technology, the defendant
could counterclaim that our patent is invalid or unenforceable. In patent litigation in the U.S., defendant counterclaims alleging invalidity
or unenforceability are commonplace. Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements,
for example, lack of novelty, obviousness or non-enablement. Grounds for an unenforceability assertion could be an allegation that someone
connected with prosecution of the patent withheld relevant information from the USPTO, or made a misleading statement, during prosecution.
The outcome following legal assertions of invalidity and unenforceability during patent litigation is unpredictable. With respect to
the validity question, for example, we cannot be certain that there is no invalidating prior art, of which we and the patent examiner
were unaware during prosecution. If a defendant were to prevail on a legal assertion of invalidity or unenforceability, we would lose
at least part, and perhaps all, of the patent protection on one or more of our products or certain aspects of our platform technology.
Such a loss of patent protection could have a material adverse impact on our business. Patents and other intellectual property rights
also will not protect our technology if competitors design around our protected technology without legally infringing our patents or
other intellectual property rights.


 


Intellectual
property rights of third parties could adversely affect our ability to commercialize our product candidates, and we might be required
to litigate or obtain licenses from third parties in order to develop or market our product candidates. Such litigation or licenses could
be costly or not available on commercially reasonable terms.


 


Our
competitive position may suffer if patents issued to third parties or other third party intellectual property rights cover our products
or elements thereof, or our manufacture or uses relevant to our development plans. In such cases, we may not be in a position to develop
or commercialize products or product candidates unless we successfully pursue litigation to nullify or invalidate the third party intellectual
property right concerned, or enter into a license agreement with the intellectual property right holder, if available on commercially
reasonable terms.


 


Third
party intellectual property right holders may also actively bring infringement claims against us. We cannot guarantee that we will be
able to successfully settle or otherwise resolve such infringement claims. If we are unable to successfully settle future claims on terms
acceptable to us, we may be required to engage in or continue costly, unpredictable and time-consuming litigation and may be prevented
from or experience substantial delays in marketing our products. If we fail in any such dispute, in addition to being forced to pay damages,
we may be temporarily or permanently prohibited from commercializing any of our product candidates that are held to be infringing. We
might, if possible, also be forced to redesign product candidates so that we no longer infringe the third party intellectual property
rights. Any of these events, even if we were ultimately to prevail, could require us to divert substantial financial and management resources
that we would otherwise be able to devote to our business.


 




    	C-14



     


    

 


If
we fail to comply with our obligations under any license, collaboration or other agreements, we may be required to pay damages and could
lose intellectual property rights that are necessary for developing and protecting our product candidates and delivery technologies or
we could lose certain rights to grant sublicenses.


 


Our
current licenses impose, and any future licenses we enter into are likely to impose, various development, commercialization, funding,
milestone, royalty, diligence, sublicensing, insurance, patent prosecution and enforcement, and other obligations on us. If we breach
any of these obligations, or use the intellectual property licensed to us in an unauthorized manner, we may be required to pay damages
and the licensor may have the right to terminate the license, which could result in us being unable to develop, manufacture and sell
products that are covered by the licensed technology or enable a competitor to gain access to the licensed technology. Moreover, our
licensors may own or control intellectual property that has not been licensed to us and, as a result, we may be subject to claims, regardless
of their merit, that we are infringing or otherwise violating the licensor’s rights. In addition, while we cannot currently determine
the amount of the royalty obligations we would be required to pay on sales of future products, if any, the amounts may be significant.
The amount of our future royalty obligations will depend on the technology and intellectual property we use in products that we successfully
develop and commercialize, if any. Therefore, even if we successfully develop and commercialize products, we may be unable to achieve
or maintain profitability.


 


If
we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.


 


In
addition to seeking patent protection for certain aspects of our product candidates and delivery technologies, we also consider trade
secrets, including confidential and unpatented know-how important to the maintenance of our competitive position. We protect trade secrets
and confidential and unpatented know-how, in part, by entering into non-disclosure and confidentiality agreements with parties who have
access to such knowledge, such as our employees, corporate collaborators, outside scientific collaborators, CROs, contract manufacturers,
consultants, advisors and other third parties. We also enter into confidentiality and invention or patent assignment agreements with
our employees and consultants that obligate them to maintain confidentiality and assign their inventions to us. Despite these efforts,
any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not
be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade
secret is difficult, expensive and time- consuming, and the outcome is unpredictable. In addition, some courts in the U.S. and certain
foreign jurisdictions are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained
or independently developed by a competitor, we would have no right to prevent them from using that technology or information to compete
with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor, our competitive position would
be harmed.


 


We
may be subject to claims that we or our employees or consultants have wrongfully used or disclosed alleged trade secrets of our employees’
or consultants’ former employers or their clients. These claims may be costly to defend and if we do not successfully do so, we
may be required to pay monetary damages and may lose valuable intellectual property rights or personnel.


 


Many
of our employees were previously employed at universities or biotechnology or pharmaceutical companies, including our competitors or
potential competitors. Although no claims against us are currently pending, we may be subject to claims that these employees or we have
inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their former employers. Litigation may
be necessary to defend against these claims. If we fail in defending such claims, in addition to paying monetary damages, we may lose
valuable intellectual property rights or personnel. A loss of key research personnel or their work product could hamper our ability to
commercialize, or prevent us from commercializing, our product candidates, which could severely harm our business. Even if we are successful
in defending against these claims, litigation could result in substantial costs and be a distraction to management.


 


If
our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest
and our business may be adversely affected.


 


Our
trademarks or trade names may be challenged, infringed, circumvented or declared generic or determined to be infringing on other marks.
We may not be able to protect our rights to these trademarks and trade names or may be forced to stop using these names, which we need
for name recognition by potential partners or customers in our markets of interest. If we are unable to establish name recognition based
on our trademarks and trade names, we may not be able to compete effectively and our business may be adversely affected.


 




    	C-15



     


    

 


Risks
Related to Government Regulation


 


We
may be unable to obtain U.S. or foreign regulatory approval and, as a result, unable to commercialize our product candidates.


 


Our
product candidates are subject to extensive governmental regulations relating to, among other things, research, testing, development,
manufacturing, safety, efficacy, approval, recordkeeping, reporting, labeling, storage, packaging, advertising and promotion, pricing,
marketing and distribution of drugs. Rigorous preclinical testing and clinical trials and an extensive regulatory approval process are
required to be successfully completed in the U.S. and in many foreign jurisdictions before a new drug can be marketed. Satisfaction of
these and other regulatory requirements is costly, time consuming, uncertain and subject to unanticipated delays. It is possible that
none of the product candidates we may develop will obtain the regulatory approvals necessary for us or our collaborators to begin selling
them.


 


We
have very limited experience in conducting and managing the clinical trials necessary to obtain regulatory approvals, including approval
by the FDA. The time required to obtain FDA and other approvals is unpredictable but typically takes many years following the commencement
of clinical trials, depending upon the type, complexity and novelty of the product candidate. The standards that the FDA and its foreign
counterparts use when regulating us are not always applied predictably or uniformly and can change. Any analysis we perform of data from
preclinical and clinical activities is subject to confirmation and interpretation by regulatory authorities, which could delay, limit
or prevent regulatory approval. We may also encounter unexpected delays or increased costs due to new government regulations, for example,
from future legislation or administrative action, or from changes in FDA policy during the period of product development, clinical trials
and FDA regulatory review. It is impossible to predict whether legislative changes will be enacted, or whether FDA or foreign regulations,
guidance or interpretations will be changed, or what the impact of such changes, if any, may be.


 


Any
delay or failure in obtaining required approvals could have a material adverse effect on our ability to generate revenues from the particular
product candidate for which we are seeking approval. Furthermore, any regulatory approval to market a product may be subject to limitations
on the approved uses for which we may market the product or the labeling or other restrictions. In addition, the FDA has the authority
to require a Risk Evaluation and Mitigation Strategy (REMS) plan as part of an NDA or biologics license application (BLA) or after approval,
which may impose further requirements or restrictions on the distribution or use of an approved drug or biologic, such as limiting prescribing
to certain physicians or medical centers that have undergone specialized training, limiting treatment to patients who meet certain safe-use
criteria and requiring treated patients to enroll in a registry. These limitations and restrictions may limit the size of the market
for the product and affect reimbursement by third-party payors.


 


If
we or our collaborators, manufacturers or service providers fail to comply with healthcare laws and regulations, we or they could be
subject to enforcement actions, which could affect our ability to develop, market and sell our products and may harm our reputation.


 


We
and our collaborators are subject to federal, state, and foreign healthcare laws and regulations pertaining to fraud and abuse and patients’
rights. These laws and regulations include:


 


	 	●	the
    U.S. federal healthcare program anti-kickback law, which prohibits, among other things, persons from soliciting, receiving or providing
    remuneration, directly or indirectly, to induce either the referral of an individual for a healthcare item or service, or the purchasing
    or ordering of an item or service, for which payment may be made under a federal healthcare program such as Medicare or Medicaid;


 


	 	●	the
    U.S. federal false claims law, which prohibits, among other things, individuals or entities from knowingly presenting or causing
    to be presented, claims for payment by government funded programs such as Medicare or Medicaid that are false or fraudulent, and
    which may apply to us by virtue of statements and representations made to customers or third parties;


 


	 	●	the
    U.S. federal Health Insurance Portability and Accountability Act (HIPAA) and Health Information Technology for Economic and Clinical
    Health (HITECH) Act, which prohibit executing a scheme to defraud healthcare programs, impose requirements relating to the privacy,
    security, and transmission of individually identifiable health information, and require notification to affected individuals and
    regulatory authorities of certain breaches of security of individually identifiable health information;


 


	 	●	the
    federal Open Payments regulations under the National Physician Payment Transparency Program have been issued under the Patient Protection
    and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act, and will require that manufacturers
    of pharmaceutical and biological drugs covered by Medicare, Medicaid, and Children’s Health Insurance Programs report all consulting
    fees, travel reimbursements, research grants, and other payments or gifts with values over $10 made to physicians and teaching hospitals;
    and


 


	 	●	state
    laws comparable to each of the above federal laws, such as, for example, anti-kickback and false claims laws applicable to commercial
    insurers and other non-federal payors, requirements for mandatory corporate regulatory compliance programs, and laws relating to
    patient data privacy and security.




 




    	C-16



     


    

 


If
our operations are found to be in violation of any such requirements, we may be subject to penalties, including civil or criminal penalties,
monetary damages, the curtailment or restructuring of our operations, loss of eligibility to obtain approvals from the FDA, or exclusion
from participation in government contracting, healthcare reimbursement or other government programs, including Medicare and Medicaid,
any of which could adversely our financial results. Although effective compliance programs can mitigate the risk of investigation and
prosecution for violations of these laws, these risks cannot be entirely eliminated. Any action against us for an alleged or suspected
violation could cause us to incur significant legal expenses and could divert our management’s attention from the operation of
our business, even if our defense is successful. In addition, achieving and sustaining compliance with applicable laws and regulations
may be costly to us in terms of money, time and resources.


 


If
we or our collaborators, manufacturers or service providers fail to comply with applicable federal, state or foreign laws or regulations,
we could be subject to enforcement actions, which could affect our ability to develop, market and sell our products successfully and
could harm our reputation and lead to reduced acceptance of our products by the market. These enforcement actions include, among others:


 


	 	●	adverse
    regulatory inspection findings;


 


	 	●	warning
    letters;


 


	 	●	voluntary
    or mandatory product recalls or public notification or medical product safety alerts to healthcare professionals;


 


	 	●	restrictions
    on, or prohibitions against, marketing our products;


 


	 	●	restrictions
    on, or prohibitions against, importation or exportation of our products;


 


	 	●	suspension
    of review or refusal to approve pending applications or supplements to approved applications;


 


	 	●	exclusion
    from participation in government-funded healthcare programs;


 


	 	●	exclusion
    from eligibility for the award of government contracts for our products;


 


	 	●	suspension
    or withdrawal of product approvals;


 


	 	●	product
    seizures;


 


	 	●	injunctions;
    and


 


	 	●	civil
    and criminal penalties and fines.


 


Any
drugs we develop may become subject to unfavorable pricing regulations, third-party reimbursement practices or healthcare reform initiatives,
thereby harming our business.


 


The
regulations that govern marketing approvals, pricing and reimbursement for new drugs vary widely from country to country. Some countries
require approval of the sale price of a drug before it can be marketed. In many countries, the pricing review period begins after marketing
or product licensing approval is granted. In some foreign markets, prescription pharmaceutical pricing remains subject to continuing
governmental control even after initial approval is granted. Although we intend to monitor these regulations, our programs are currently
in the early stages of development and we will not be able to assess the impact of price regulations for a number of years. As a result,
we might obtain regulatory approval for a product in a particular country, but then be subject to price regulations that delay our commercial
launch of the product and negatively impact the revenues we are able to generate from the sale of the product in that country.


 




    	C-17



     


    




 







Our
ability to commercialize any products successfully also will depend in part on the extent to which reimbursement for these products and
related treatments will be available from government health administration authorities, private health insurers and other organizations.
Even if we succeed in bringing one or more products to the market, these products may not be considered cost-effective, and the amount
reimbursed for any products may be insufficient to allow us to sell our products on a competitive basis. Because our programs are in
the early stages of development, we are unable at this time to determine their cost effectiveness or the likely level or method of reimbursement.
Increasingly, the third-party payors who reimburse patients or healthcare providers, such as government and private insurance plans,
are requiring that drug companies provide them with predetermined discounts from list prices and are seeking to reduce the prices charged
or the amounts reimbursed for pharmaceutical products. If the price we are able to charge for any products we develop, or the reimbursement
provided for such products, is inadequate in light of our development and other costs, our return on investment could be adversely affected.


 


Our
current product candidates will need to be administered under the supervision of a physician on an outpatient basis. Under currently
applicable U.S. law, certain drugs that are not usually self-administered (including injectable drugs) may be eligible for coverage under
the Medicare Part B program if:


 


	 	●	they
    are incident to a physician’s services;


 


	 	●	they
    are reasonable and necessary for the diagnosis or treatment of the illness or injury for which they are administered according to
    accepted standards of medical practice; and


 


	 	●	they
    have been approved by the FDA and meet other requirements of the statute.


 


There
may be significant delays in obtaining coverage for newly-approved drugs, and coverage may be more limited than the purposes for which
the drug is approved by the FDA. Moreover, eligibility for coverage does not imply that any drug will be reimbursed in all cases or at
a rate that covers our costs, including research, development, manufacture, sale and distribution. Interim payments for new drugs, if
applicable, may also not be sufficient to cover our costs and may not be made permanent. Reimbursement may be based on payments allowed
for lower- cost drugs that are already reimbursed, may be incorporated into existing payments for other services and may reflect budgetary
constraints or imperfections in Medicare data. Net prices for drugs may be reduced by mandatory discounts or rebates required by government
healthcare programs or private payors and by any future relaxation of laws that presently restrict imports of drugs from countries where
they may be sold at lower prices than in the U.S. Third-party payors often rely upon Medicare coverage policy and payment limitations
in setting their own reimbursement rates. Our inability to promptly obtain coverage and adequate reimbursement rates from both government-funded
and private payors for new drugs that we develop and for which we obtain regulatory approval could have a material adverse effect on
our operating results, our ability to raise capital needed to commercialize products and our financial condition.


 


We
believe that the efforts of governments and third-party payors to contain or reduce the cost of healthcare and legislative and regulatory
proposals to broaden the availability of healthcare will continue to affect the business and financial condition of pharmaceutical and
biopharmaceutical companies. A number of legislative and regulatory changes in the healthcare system in the U.S. and other major healthcare
markets have been proposed in recent years, and such efforts have expanded substantially in recent years. These developments have included
prescription drug benefit legislation that was enacted and took effect in January 2006, healthcare reform legislation enacted by certain
states, and Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act
(the “ACA”), a sweeping law intended to broaden access to health insurance, reduce or constrain the growth of healthcare
spending and enhance remedies against fraud and abuse. The ACA also contains provisions that will affect companies in the pharmaceutical
industry and other healthcare related industries by imposing additional costs and changes to business practices. Provisions affecting
pharmaceutical companies include the following:


 


	 	●	mandatory
    rebates for drugs sold into the Medicaid program have been increased, and the rebate requirement has been extended to drugs used
    in risk-based Medicaid managed care plans;




 




    	C-18



     


    

 





	 	●	the
    340B Drug Pricing Program under the Public Health Services Act has been extended to require mandatory discounts for drug products
    sold to certain critical access hospitals, cancer hospitals and other covered entities;


 


	 	●	pharmaceutical
    companies are required to offer discounts on brand-name drugs to patients who fall within the Medicare Part D coverage gap, commonly
    referred to as the “Donut Hole”; and


 


	 	●	pharmaceutical
    companies are required to pay an annual non-tax deductible fee to the federal government based on each company’s market share
    of prior year total sales of branded products to certain federal healthcare programs, such as Medicare, Medicaid, Department of Veterans
    Affairs and Department of Defense. Since we expect our branded pharmaceutical sales to constitute a small portion of the total federal
    health program pharmaceutical market, we do not expect this annual assessment to have a material impact on our financial condition.


 


Moreover,
we cannot predict what healthcare reform initiatives may be adopted in the future. Further federal and state legislative and regulatory
developments are likely, and we expect ongoing initiatives in the U.S. to increase pressure on drug pricing. Such reforms could have
an adverse effect on anticipated revenues from product candidates that we may successfully develop and for which we may obtain regulatory
approval and may affect our overall financial condition and ability to develop product candidates.


 


Our
ability to obtain services, reimbursement or funding from the federal government may be impacted by possible reductions in federal spending.


 


U.S.
federal government agencies currently face potentially significant spending reductions. Under the Budget Control Act of 2011, the failure
of Congress to enact deficit reduction measures of at least $1.2 trillion for the years 2013 through 2021 triggered automatic cuts to
most federal programs. These cuts would include aggregate reductions to Medicare payments to providers of up to two percent per fiscal
year, starting in 2013. Under the American Taxpayer Relief Act of 2012, which was enacted on January 1, 2013, the imposition of these
automatic cuts was delayed until March 1, 2013. Certain of these automatic cuts have been implemented. The full impact on our business
of these automatic cuts is uncertain. If federal spending is reduced, anticipated budgetary shortfalls may also impact the ability of
relevant agencies, such as the FDA or the National Institutes of Health to continue to function at current levels. Amounts allocated
to federal grants and contracts may be reduced or eliminated. These reductions may also impact the ability of relevant agencies to timely
review and approve drug research and development, manufacturing, and marketing activities, which may delay our ability to develop, market
and sell any products we may develop.


 


If
any of our product candidates receives marketing approval and we or others later identify undesirable side effects caused by the product
candidate, our ability to market and derive revenue from the product candidates could be compromised.


 


In
the event that any of our product candidates receive regulatory approval and we or others identify undesirable side effects caused by
one of our products, any of the following adverse events could occur, which could result in the loss of significant revenue to us and
materially and adversely affect our results of operations and business:


 


	 	●	regulatory
    authorities may withdraw their approval of the product or seize the product;


 


	 	●	we
    may be required to recall the product or change the way the product is administered to patients;


 


	 	●	additional
    restrictions may be imposed on the marketing of the particular product or the manufacturing processes for the product or any component
    thereof;


 


	 	●	we
    may be subject to fines, injunctions or the imposition of civil or criminal penalties;


 


	 	●	regulatory
    authorities may require the addition of labeling statements, such as a “black box” warning or a contraindication;


 


	 	●	we
    may be required to create a Medication Guide outlining the risks of such side effects for distribution to patients;


 




    	C-19



     


    

 


	 	●	we
    could be sued and held liable for harm caused to patients;


 


	 	●	the
    product may become less competitive; and


 


	 	●	our
    reputation.


 


Risks
Related to our Common Stock and this Offering


 


You
will experience immediate and substantial dilution as a result of this Offering and may experience additional dilution in the future.


 


If
you purchase common stock in this Offering, you will incur immediate and substantial dilution of $[ ] per share, representing the difference
between the assumed initial public offering price of $[ ] per share and our pro forma net tangible book value per share after giving
effect to this of Offering. In addition, we can offer no assurance that you will not experience substantial dilution in the future.


 


The
future issuance of equity or of debt securities that are convertible into Common Stock will dilute our share capital.


 


We
may choose to raise additional capital in the future, depending on market conditions, strategic considerations and operational requirements.
To the extent that additional capital is raised through the issuance of shares or other securities convertible into shares of our Common
Stock, our stockholders will be diluted. Future issuances of our common stock or other equity securities, or the perception that such
sales may occur, could adversely affect the trading price of our Common Stock and impair our ability to raise capital through future
offerings of shares or equity securities. No prediction can be made as to the effect, if any, that future sales of Common Stock or the
availability of Common Stock for future sales will have on the trading price of our Common Stock.


 


The
offering price of the shares and the other terms of this Offering have been arbitrarily determined by the Company.


 


The
offering price of the shares and other terms of this Offering have been arbitrarily determined by the Company and bear no relationship
to the Company’s assets, book value, potential earnings or any other recognized criterion of value. In addition, no investment
banker, appraiser, or other independent third party has been consulted concerning the offering price for the shares or the fairness of
the offering price used for the shares.


 


An
active trading market for our common stock may not develop.


 


Prior
to this offering, there has been no public market for our common stock. Following this offering, we intend to complete an underwritten
public offering and apply to have the shares of common stock listed on Nasdaq, subject to our sale of a sufficient number of shares in
such offering to meet the listing requirements of Nasdaq. There can be no assurance that we will be successful in completion of an initial
public offering, whether underwritten or otherwise, or that an application for listing the shares on Nasdaq or on any other market will
be approved. Accordingly, an active trading market for our shares may never develop or be sustained following this offering. If an active
market for our common stock does not develop, it may be difficult for you to sell any shares issuable upon conversion of the note you
purchase in this offering without depressing the market price for the shares or at all.


 


Because
our management will have broad discretion over the use of the net proceeds from this Offering, you may not agree with how we use them
and the proceeds may not be invested successfully.


 


We
intend to use the net proceeds to us from this offering to fund offering to fund our business operations and pay the fees necessary to
complete an underwritten initial public offering. In addition, we require funds to fund preclinical and clinical trials of product candidates,
Ropidoxuridine and Doranidazole, new formulations of Ropidoxuridine with Tipiracil, O-18 containing molecules for proton radiation sensitization,
continued HDAC technology platform development, working capital and general corporate purposes, including the costs of operating as a
public company, as well as potential acquisition or in-licensing activities. Therefore, our management will have broad discretion as
to the use of the offering proceeds. Accordingly, you will be relying on the judgment of our management with regard to the use of these
net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used
appropriately. It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return for our company.


 




    	C-20



     


    

 


If
we are able to complete an initial public offering, if securities or industry analysts do not publish research or reports about our business,
or if they issue an adverse or misleading opinion regarding our stock, our stock price and trading volume could decline.


 


At
present, we are a private company and there is no market for our common stok. However, if we are successful in completing an initial
public offering, the trading market for our common stock will then be influenced by the research and reports that industry or securities
analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry
analysts. If no or few securities or industry analysts commence coverage of us, the trading price for our stock would be negatively impacted.
In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us issue an adverse or misleading opinion
regarding us, our business model, our intellectual property or our stock performance, or if our target studies and operating results
fail to meet the expectations of analysts, our stock price would likely decline. If one or more of these analysts cease coverage of us
or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price
or trading volume to decline.


 


Our
board of directors has the authority, without shareholder approval, to issue preferred stock with terms that may not be beneficial to
holders of our common stock and such issuance could potentially affect adversely shareholder voting power and perpetuate their control
over us.


 


Our
Certificate of Incorporation allow us to issue shares of preferred stock without any vote or further action by our shareholders. Our
board of directors has the authority to fix and determine the relative rights and preferences of any preferred stock. As a result, our
board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our
assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the
right to the redemption of the shares, together with a premium, prior to the redemption of shares of our common stock. These rights and
preferences could negatively affect the holders of our common stock.


 


The
ability of our executive officers and directors, who are our principal shareholders, to control our business may limit or eliminate the
ability of minority shareholders to influence corporate affairs.


 


Our
executive officers and directors, who are our principal shareholders, own and will continue to own approximately seventy-three percent
(73%%) of our issued and outstanding common stock. Accordingly, they will be able to effectively control the election of directors, as
well as all other matters requiring shareholder approval. The interests of our principal shareholders may differ from the interests of
other shareholders with respect to the issuance of shares, business transactions with or sales to other companies, selection of other
directors and other business decisions. The minority shareholders have no way of overriding decisions made by our principal shareholders.
This level of control may also have an adverse impact on the market value of our shares because our principal shareholders may institute
or undertake transactions, policies or programs that result in losses and may not take any steps to increase our visibility in the financial
community and/or may sell sufficient numbers of shares to significantly decrease our price per share.


 


Our
Articles of Incorporation and Bylaws provide for indemnification of officers and directors at the expense of the Company and limit their
liability that may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended
for the benefit of officers and/or directors.


 


Our
Articles of Incorporation and Bylaws provide for the indemnification of our officers and directors. We have been advised that, in the
opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the
Securities Act and is therefore, unenforceable.


 


We
do not expect to pay cash dividends in the foreseeable future.


 


We
have never paid cash dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable
future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other
factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your
investment, if any, will depend solely on an increase, if any, in the market value of our common stock.


 




    	C-21



     


    

 


Provisions
in our amended and restated certificate of incorporation and bylaws and Delaware law might discourage, delay or prevent a change of control
of our company or changes in our management and, therefore, depress the market price of our common stock. 


 


Our
amended and restated certificate of incorporation and bylaws contain provisions that could depress the market price of our common stock
by acting to discourage, delay or prevent a change in control of our company or changes in our management that the stockholders of our
company may deem advantageous. These provisions among other things:


 


	 	●	establish
    a classified board of directors so that not all members of our board are elected at one time;


 


	 	●	permit
    the board of directors to establish the number of directors;


 


	 	●	provide
    that directors may only be removed “for cause” and only with the approval of 66 2/3 percent of our stockholders;


 


	 	●	require
    super-majority voting to amend some provisions in our amended and restated certificate of incorporation and bylaws;


 


	 	●	authorize
    the issuance of “blank check” preferred stock that our board could use to implement a stockholder rights plan (also known
    as a “poison pill”);


 


	 	●	eliminate
    the ability of our stockholders to call special meetings of stockholders;


 


	 	●	prohibit
    stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;


 


	 	●	provide
    that the board of directors is expressly authorized to make, alter or repeal our bylaws; and


 


	 	●	establish
    advance notice requirements for nominations for election to our board or for proposing matters that can be acted upon by stockholders
    at annual stockholder meetings.


 


In
addition, Section 203 of the Delaware General Corporation Law may discourage, delay or prevent a change in control of our company. Section
203 imposes certain restrictions on merger, business combinations and other transactions between us and holders of 15 percent or more
of our common stock.


 




    	C-22



     


    

 


Exhibit
D – Business Description of the Company


 


THIS
IS A PRIVATE OFFERING OF SECURITIES OF SHUTTLE PHARMACEUTICALS HOLDINGS, INC. THAT IS BEING MADE PURSUANT TO RULE 506(B) UNDER THE SECURITIES
ACT OF 1933, AS AMENDED AND IS BEING OFFERED ONLY TO ACCREDITED INVESTORS AS DEFINED IN RULE 501 UNDER THE ACT. PAST PERFORMANCE IS NOT
INDICATIVE OF FUTURE RESULTS.


 


NEITHER
THIS BUSINESS SUMMARY NOR THE BUSINESS DESCRIPTION NOR THE ACCOMPANYING INVESTOR PRESENTATION MAY BE SHOWN OR GIVEN TO ANY PERSON OTHER
THAN THE PERSON TO WHOM IT WAS DIRECTLY PROVIDED BY THE COMPANY AND MAY NOT BE PRINTED, REPRODUCED OR DISSEMINATED IN ANY MANNER WHATSOEVER.
FAILURE TO COMPLY WITH THIS DIRECTIVE CAN RESULT IN A VIOLATION OF APPLICABLE LAWS, INCLUDING THE U.S. SECURITIES ACT OF 1933, AS AMENDED,
AND/OR THE U.S. SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, INCLUDING REGULATION FD. ANY FURTHER DISTRIBUTION OR REPRODUCTION OF THESE
MATERIALS, IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF THE CONTENTS BY AN INVESTOR IS UNAUTHORIZED AND STRICTLY PROHIBITED.


 


BUSINESS
SUMMARY


 


Shuttle
Pharmaceuticals Holdings, Inc. is a clinical stage pharmaceutical company leveraging our proprietary technology to develop novel therapies
designed to cure cancers. Our goal is to extend the benefits of cancer treatments by leveraging insights into current cancer therapy
with surgery, radiation therapy, chemotherapy and immunotherapy. Radiation therapy (RT) is one of the most effective modalities for treating
cancers. We are developing a pipeline of products designed to address limitations of the current cancer therapies as well as to extend
to the new applications of radiation therapy. We believe that our product candidates will enable us to deliver cancer treatments that
are safer, more reliable and at a greater scale than that of the current standard of care.


 


Our
product candidates include Ropidoxuridine, Extended Bio-availability Ropidoxuridine (IPdR/TPI), and HDAC inhibitors (SP-1-161, SP-2-225
and SP-1-303). We have advanced Ropidoxuridine through a Phase I clinical trial using non-dilutive NIH SBIR contracts and are currently
preparing a Phase II study to open in 2022. We also plan to submit investigational new drug applications (INDs) for the extended Bio-availability
Ropidoxuridine with the goals of initiating Phase I clinical trials in 20223, leveraging the outcomes of the Phase I clinical study results
of Ropidoxuridine. We have applied for and received FDA approval of Orphan designation for Ropidoxuridine and RT for treating brain cancer
(glioblastoma). In addition, we plan to continue to develop our pre-clinical products SP-1-161, SP-2-225 and SP-1-303 with the goal of
submitting INDs in 2022 and 2023. We believe our management team’s expertise in radiation therapy, combined modality cancer treatment
and immuno-oncology will help drive the rapid development and, if approved, the commercialization of these potentially curative therapies
for patients with aggressive cancers.


 


Radiation
Oncology has gone through transformative technological innovation to better define tumors, allow improved shaping of radiation delivery
and support dose escalation with shorter courses of treatment. Furthermore, achieving higher dose distributions within tumor volumes
has reached a practical plateau, since cancers are frequently integrated with or surrounded by more sensitive normal tissues and further
dose increases risk tissue necrosis. To increase cancer cures at maximally tolerated radiation doses, pharmacological and biological
modifications of cells are needed to sensitize cancers, protect normal tissues, and stimulate the immune system to react against antigens
produced by irradiated, damaged cancer cells. Drugs that show sensitizing properties, or the ability to make cancer cells more sensitive
to radiation, offer a solution to this problem. Currently, such drugs are used off-label and many have inherent toxicities since they
were designed for direct cancer treatments and not for sensitization.


 




    	D-1



     


    

 


Our
products address the unmet need in cancer treatment for a commercially marketable radiation response modifier solution that leads to
greater sensitivity of cancer cells to ionizing radiation therapy. The goal of our products is to increase the therapeutic index for
patients receiving radiation and to decrease radiation-related toxicities in patients with solid tumors. Our products operate across
three areas related to the treatment of cancer with RT:


 


	 	1.	Sensitization
    of growing cancer cells, rendering them more susceptible to the effects of radiation therapy.


 


	 	3.	Activation
    of the DNA damage response pathway to kill cancer cells and protect adjacent normal cells.


 


	 	4.	Activation
    of the immune system to kill any remaining cells after RT.


 


Our
platform technology allows for the creation of an inventory of products for radiation sensitizing, immune modulation, and protection
of healthy tissue.


 


The
Management Team is led by Dr. Anatoly Dritschilo, former Chairman of the Department of Radiation Medicine at Georgetown University School
of Medicine and Chief of Radiation Oncology at MedStar-Georgetown University Hospital. Dr. Dritschilo has also served as Medical Director
of Georgetown University Hospital, Interim Director of the NCI-funded Lombardi Comprehensive Cancer Center, and as a co-founder of the
biotech company, Oncomed (Neopharm, Inc). Our Scientific Officers include the following individuals: Dr. Mira Jung, a radiation biologist
and molecular biologist is a Professor of Radiation Medicine at Georgetown University. She provides cellular, molecular biology and small
animal model expertise needed for testing newly discovered drugs and serves as the Chief Scientific Officer. Our Clinical Director, Dr.
Tyvin Rich, has conducted clinical research at the University of Texas’s M.D. Anderson Cancer Center and the University of Virginia.
He has served as the chair of the GI committee for the Radiation Therapy Oncology Group’s (RTOG) national prospective trials utilizing
fluoropyrimidine radiation sensitization in rectal and pancreatic cancers.


 






    	D-2



     


    




 


Our
Pipeline


 


We
are currently developing a pipeline of radiation sensitizers and immune response regulating drugs. Our most advanced product candidate
is Ropidoxuridine, an orally available halogenated pyrimidine with strong cancer radiation sensitizing properties. In addition to our
clinical study-ready candidate, we have a significant pipeline of complimentary product candidates that we are developing to address
a host of solid tumor cancer indications. Our pipeline is represented in the diagram below:


 





 








Figure
2. Time-line for clinical phase (Ropidoxuridine) and pre-clinical phase (HDAC inhibitors) pipeline. Health disparities research reagents
and predictive biomarkers are developed by NIH funded grants.


 


Our
lead product candidates include:


 


	 	●	Ropidoxuridine
    (IPdR) is the lead candidate radiation sensitizer for use in combination with RT to treat brain tumors (glioblastoma) and sarcomas.
    Phase I clinical trial results supported by Shuttle Pharmaceuticalss and the NCI (CTEP) were reported at the 30th EORTC-NCI-AACR
    Symposium in November 2018 and in a full report in the medical journal, Clinical Cancer Research, in July 2019, by our SBIR subcontractor.
    Eighteen patients completed dose escalations to 1,800 mg/ day for 30 days, establishing the maximum tolerated dose (MTD) of 1,200
    mg/day in combination with RT. Four partial responses, nine stable disease and one progressive disease in target lesions were reported.
    These results support the safety and potential efficacy in combination with radiation and provide the foundation for design of a
    Phase Ib/II clinical trials in brain tumors and Phase II clinical trials in sarcomas or un-resectable pancreatic cancers, all three
    disease sites are eligible for orphan disease designations.


 


	 	●	Ropidoxuridine
    and Tipracil (IPdR/TPI) is a new combination formulation demonstrating extended bio-availability after oral administration
    in an animal model system. The IPdR/TPI formulation will be developed for use as a radiation sensitizer of stage II and stage III
    rectal cancers with an endpoint of pathologic complete response rate (pCR) of greater than 40% as the therapeutic target. The pCR
    is recognized as a surrogate of survival in patients with solid tumors. Other potential clinical indications for IPdR/TPI may include
    un-resectable pancreatic cancers.


 


	 	●	SP-1-161
    is Shuttle’s candidate lead, pre-clinical HDAC inhibitor product. This pan HDAC inhibitor initiates the mutated in
    ataxia-telangiectasia (ATM) response pathway. Using rational drug design, we discovered HDAC inhibitors and ATM activators capable
    of radiation sensitizing cancer cells and protecting normal cells. These candidate drugs may serve as direct chemotherapeutic agents
    or as radiation sensitizers for improving the outcomes of cancer treatment in breast cancers.


 




    	D-3



     


    

 


	 	●	SP-2-225
    is a class IIb selective HDAC inhibitor that affects histone deacetylase HDAC6. SP-2-225 has effects on the regulation of
    the immune system. The interactions of RT with the immune response to cancers are of great current interest, offering insight into
    potential mechanisms for primary site and metastatic cancer treatment. With the introduction of check-point inhibitors, CAR-T therapies
    and personalized medicine in cancer, regulation of the immune response following RT is of significant clinical and commercial interest.


 


	 	●	SP-1-303
    is a selective Class I HDAC inhibitor that preferentially affects histone deacetylases HDAC1 and HDAC3 and is a member of
    the class I HDAC family. SP-1-303 has shown a pronounced, direct cellular toxicity in ER positive breast cancer cells. Furthermore,
    SP-1-303 increases the PD-L1 expression level in a time-dependent manner, suggesting that a combination of SP-1-303 with an immune
    checkpoint blocker may enhance the therapeutic efficacy in hormone responsive breast cancer.


 


Our
Approach


 


We
believe that we have established a leadership position in radiation sensitizer development. In approximately six years of research, we
have identified two clinical phase product candidates and discovered new pre-clinical molecules using our proprietary platform technologies
to increase the therapeutic index for patients receiving radiation for treatment of solid tumors. Our development strategy has four key
pillars: (1) to improve the efficacy of RT by demonstrating improved disease-free survival rates in patients who undergo radiation therapy,
(2) reduce the amount of radiation needed for a favorable tumor response; thereby, limiting the potential for radiation related toxicities
to healthy cells, (3) decrease the extent of surgery needed to remove cancers and improve quality of life, and (4) leverage our next
generation technologies to create drugs that regulate the immune response assisting immune checkpoint and CAR-T therapies and other personalized
medicines targeting cancers.


 


We
propose to perform Phase I and Phase II clinical trials to advance our clinical product candidates. Candidate HDAC inhibitor molecules
will be tested and IND-enabling studies will be performed to prepare for Phase I clinical trials.


 


We
have been awarded three SBIR contracts from the NIH to:


 


	 	●	develop
    IPdR as a radiation sensitizer for the treatment of gastro-intestinal cancers, in combination with radiation therapy; and


 


	 	●	develop
    prostate cancer cell lines from African-American men, with donor matched normal prostate cells, with the goal of establishing 50
    prostate cancer cell lines for accelerating research to reduce prostate cancer health disparities in African-American men; and


 


	 	●	develop
    predictive biomarkers for determining outcomes for prostate cancer patients following treatment with SBRT.


 


The
NIH SBIR program is designed to encourage small businesses to engage in Federal Research/Research and Development (“R/R&D”)
that has the potential for commercialization.


 


Our
History and Team


 


Shuttle
Pharmaceuticals was originally founded in 2012 as Shuttle Pharmaceuticals, LLC (“Shuttle Pharma”), a Maryland limited
liability company, for the discovery, development and commercialization of innovative drugs for sensitizing cancers to radiation therapy
(RT). The Company’s founders are Anatoly Dritschilo, MD, a radiation oncologist, Milton Brown, MD, PhD, a medicinal chemist, and
Mira Jung, PhD, a cellular and molecular radiation biologist. The founding team members have worked together in research for more than
15 years. At the time of its formation, Shuttle Pharma’s three founders were all faculty members of Georgetown University with
extensive experience in radiation oncology, radiation biology and medicinal chemistry. Shuttle Pharma’s objectives are to develop
and commercialize drugs to sensitize cancers and protect normal tissues to improve patient outcomes in clinical radiation oncology. Shuttle
Pharma presently has five employees, a board of directors and a board of scientific advisors with expertise in radiation oncology and
cancer biology.


 




    	D-4



     


    

 


In
July 2017, Shuttle Pharma converted into a Maryland C corporation and changed its name to Shuttle Pharmaceuticals, Inc. In June 2018,
Shuttle entered into a share exchange agreement with Shuttle Pharma Acquisition Corp., a Delaware corporation (the “Company”),
pursuant to which Shuttle Pharma became a wholly-owned subsidiary of the Company. Following the share exchange, the Company changed its
name to Shuttle Pharmaceuticals Holdings, Inc. Currently, Shuttle Pharma is funded by private investors, government grants and the founding
members hold ownership positions. The Company conducts business under the name Shuttle Pharmaceuticals, Inc.


 


Drawing
on research experience in drug discovery and development, Shuttle Pharma’s founders initiated a rational drug design strategy to
discover molecules capable of sensitizing cancers to radiation therapy while protecting normal tissues from radiation injury. Halogenated
thymidine analogs, nitroimidazole nucleoside analogs and inhibitors of histone deacetylases (HDAC) provided the platform of technologies
for design of novel, small molecules, leading to company owned intellectual property. The common goal of developing these molecules focuses
on sensitizing cancers to RT. Intellectual property for therapeutic molecules has been developed exclusively within the company.


 


Our
Strategy


 


Our
goal is to maintain and build upon our leadership position in radiation sensitization. We plan to rapidly develop and, if approved, commercialize
our product candidates for the treatment of cancers that is safer, more reliable, and at a greater scale than the existing standard of
care. We believe achieving this goal could result in radiation sensitizer and immunotherapy products that could become the standard of
care in cancer treatment, enabling us to make potentially curative therapies more readily accessible to more patients throughout the
world. Key elements of our strategy include:


 


	 	●	Capitalize
    on our first mover advantage of having potentially the first-in-class drug approved as a radiation sensitizer by the FDA. To
    date, there is no drug approved by the FDA specifically as a radiation sensitizer. If successful, Ropidoxuridine will become the
    first-in-class sensitizer and would be in position to displace selected, currently used, ‘off-label’ drugs for radiation
    sensitization.


 


	 	●	Expand
    our leadership position within radiation sensitizers. In addition to our traditional radiation sensitizers, we plan to advance
    our near-term pipeline to include radiation sensitizers for proton therapy. Proton Therapy is growing worldwide as a form of radiation
    therapy due to its unique beam shaping characteristics. As a result, this new technology offers a major opportunity for Shuttle to
    develop a first-in-class drug for proton therapy sensitization.


 


	 	●	Execute
    a disciplined business development strategy to strengthen our portfolio of product candidates. We have built our current product
    pipeline through in-house development, partnerships with leading academic institutions and through successful in-licensing deals.
    We will continue to evaluate new in-licensing opportunities and collaboration agreements with leading academic institutions and other
    biotechnology companies around programs that seek to address areas of high unmet need and for which we believe there is a high probability
    of clinical success, including programs beyond our target franchise areas and current technology footprint.


 


	 	●	Invest
    in our HDAC platform technology and maximize its utility across cancer therapies. We are initially applying the platform to develop
    drugs for cancer radiation sensitization and normal tissue radiation protection. In addition, we have data suggesting these drugs
    also have potential immune regulatory properties. We intend to invest to improve our platform technology in order to develop more
    efficacious therapeutics.


 


	 	●	Enter
    into collaborations to realize the full potential of our platform. The breadth of our HDAC technology platform enables its application
    to a number of therapeutic cancer treatments, including radiation therapy and immune therapy. We intend to form collaborations around
    certain aspects of our platform as we believe we will benefit from the resources and capabilities of other organizations in the manufacture,
    development and commercialization of diverse immunotherapies.


 




    	D-5



     


    

 


Exhibit
E – Investor Presentation


 


Shuttle
Pharmaceuticals Holdings, Inc. Investor Presentation 


 


AUTIONARY
STATEMENT CONCERNING FORWARD LOOKING STATEMENTS


 


This
document contains forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking statements
orally or in writing. We base these forward-looking statements on our expectations and projections about future events, which we derive
from the information currently available to us. Such forward-looking statements relate to future events or our future performance, including:
our financial performance and projections; our growth in revenue and earnings; and our business prospects and opportunities. You can
identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,”
“should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,”
“plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative
of these or similar terms. In evaluating these forward-looking statements, you should consider various factors, including: our ability
to change the direction of the Company; our ability to keep pace with new technology and changing market needs; and the competitive environment
of our business. These and other factors may cause our actual results to differ materially from any forward-looking statement. Forward-looking
statements are only predictions. The forward-looking events discussed in this document and other statements made from time to time by
us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties
and assumptions about us. Examples of such risks and uncertainties that could cause our actual results to differ materially from the
forward-looking statements made by the Company include, but are not limited to, the risk that the Company will be unable to raise any
amounts pursuant to this Offering, or otherwise raise sufficient funds to execute our business strategies and plans. We are not obligated
to publicly update or revise any forward-looking statement, whether as a result of uncertainties and assumptions, the forward-looking
events discussed in this document and other statements made from time to time by us or our representatives might not occur.


 




    	E-1



     


    

 


Exhibit
F – Form of Convertible Note


 


Form
of Note


 


NEITHER
THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 


SHUTTLE
PHARMACEUTICALS HOLDINGS, INC.


 


CONVERTIBLE
NOTE


 


	Issuance
    Date: ____________ __, 2021	 	Original
    Principal Amount: $_____________
	Note
    No. __	 	 


 


 


FOR
VALUE RECEIVED, Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (“Shuttle Pharma” or the “Maker”),
hereby promises to pay to the order of _________________________ (the “Subscriber”), or registered assigns (together
with the Subscriber, the “Holder”), the amount set out above as the Original Principal Amount, as reduced pursuant
to the terms hereof pursuant to redemption, conversion or otherwise (the “Principal”), when due, whether upon the
Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay
interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out above as
the Issuance Date (the “Issuance Date”) until the same becomes due and payable, upon the Maturity Date or acceleration,
conversion, redemption or otherwise (in each case in accordance with the terms hereof).


 


The
Original Principal Amount is _________________________ Dollars ($__________). For purposes hereof, the term “Outstanding Balance”
means the Original Principal Amount, as reduced or increased, as the case may be, pursuant to the terms hereof for conversion, breach
hereof or otherwise, plus any accrued but unpaid interest, collection and enforcements costs, and any other fees or charges incurred
under this Note provided that, in the event of an optional or mandatory conversion of the Note into shares of Common Stock
(as provided herein), all accrued interest on the Principal subject to such conversion shall be waived.


 


This
Note is being issued pursuant to the terms of a subscription agreement dated as of ____ __, 2021 between the Maker and the Subscriber
and exhibits thereto (collectively, the “Transaction Documents”). Unless otherwise defined herein, all capitalized
terms, when used in this Note, shall have the same meaning as they are defined in the Transaction Documents.


 


1.
GENERAL TERMS


 


(a)
Payment of Principal. Unless previously converted into shares of the common stock, $0.00001par value, of Shuttle Pharma or the
common stock of any successor in interest to the Maker (each the “Common Stock”) as contemplated hereby, this Note,
together with all accrued interest hereon at the Interest Rate, shall be due and payable on December 31, 2024 (the “Maturity
Date”). In the event that within 12 months of the Issuance Date, the Maker shall not have consummated an initial public offering
of its Common Stock and the listing or trading of its Common Stock on a “Qualified Securities Market”, as defined
below (the “IPO”) or other “Liquidity Event” (hereinafter defined), the Maker may elect either
(a) up on thirty (30) days prior written notice to the Holder, elect to prepay all of the principal amount of the Note and accrued interest
hereon, subject to the Holder’s right to convert the Note into Common Stock during such thirty (30) day period, or (b) if the Maker
does not prepay the entire principal amount of the Note or the remaining principal amount of the Note, this Note will automatically increase
to 110% of the original or unpaid portion of the outstanding principal amount.


 




    	F-1



     


    

 


Exhibit
F – Form of Convertible Note


 


(b)
Interest. Interest shall accrue from the Issuance Date on the Original Principal Amount or other outstanding Principal at an annual
rate of six percent (6%) (the “Interest Rate”) and all accrued interest shall be fully paid on the Maturity Date (or
sooner as provided herein) to the Holder or its assignee in whose name this Note is registered on the records of the Maker regarding
registration and transfers of Notes in cash. However, in the event of an optional or mandatory conversion of the Note into shares of
Common Stock (as provided herein), all accrued interest on the Principal subject to such conversion shall be waived.


 


2.
EVENTS OF DEFAULT.


 


Whenever
used herein, an “Event of Default” means the occurrence and continuation of any one of the following events, whatever
the reason, and whether it shall be voluntary or involuntary, or effected by operation of law or pursuant to any judgment, decree or
order of any court, or any order, rule or regulation of any administrative or governmental body:


 


(a)
The Maker’s failure to pay to the Holder any amount of Principal, Interest, or other amounts when and as due under this Note; or


 


(b)
A Conversion Failure as defined in Section 3(d)(ii); or


 


(c)
A material breach by Shuttle Pharma of any material representation, warranty or covenant contained in the Transaction Documents or a
material breach by Shuttle Pharma of any material representation, warranty or covenant contained in the Purchase Agreement, that, if
capable of cure, is not cured within 30 days from the date such breach has occurred; or


 


(d)
The Maker or any subsidiary of the Maker shall commence, or there shall be commenced against the Maker or any subsidiary of the Maker
under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Maker or any subsidiary
of the Maker commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Maker or any subsidiary
of the Maker or there is commenced against the Maker or any subsidiary of the Maker any such bankruptcy, insolvency or other proceeding
which remains undismissed for a period of ninety-one (91) days; or the Maker or any subsidiary of the Maker is adjudicated insolvent
or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Maker or any subsidiary of
the Maker suffers any appointment of any custodian, private or court appointed receiver or the like for it or any substantial part of
its property which continues undischarged or unstayed for a period of ninety-one (91) days; or the Maker or any subsidiary of the Maker
makes a general assignment for the benefit of creditors; or the Maker or any subsidiary of the Maker shall fail to pay, or shall state
that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Maker or any subsidiary of the Maker
shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Maker
or any subsidiary of the Maker shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any
of the foregoing; or any corporate or other action is taken by the Maker or any subsidiary of the Maker for the purpose of effecting
any of the foregoing.


 


3.
CONVERSION OF NOTE. This Note shall be convertible into shares of Common Stock, on the terms and conditions set forth in this Section
3.


 


(a)
Certain Definitions. As used in this Note, the following capitalized terms shall have the meaning set forth below:


 


(i)
“Alternative Liquidity Event” shall mean any one of a Sale of Control, a SPAC Acquisition, or a Reverse Merger.


 




    	F-2



     


    

 


Exhibit
F – Form of Convertible Note


 


(ii)
“Alternative Liquidity Event Conversion Price” shall mean a conversion price that is equal to 50% of the aggregate
“Transaction Consideration” (as defined) divided by the total number of outstanding shares of common stock of the acquiror
resulting from a Sale of Control, the merger with a SPAC or the successor in interest “Pubco” (as defined) in connection
with a Reverse Merger.


 


(iii)
“Common Stock” shall mean, as applicable, the individual or collective reference to the Common stock, $0.00001 par
value per share, of the Maker or the common stock of any acquiror in a Sale of Control, SPAC or Pubco resulting from a Sale of Control,
SPAC Acquisition or Reverse Merger.


 


(iv)
“Conversion Shares” shall mean the aggregate number of shares of Common Stock of the Maker, the Acquiror in a Sale
of Control the SPAC or Pubco, as applicable (each an “Issuer”) that are issuable to the Holder in connection with
any mandatory conversion (set forth in Section 3(b)) or optional conversion (set forth in Section 3(c)) of this Note.


 


(v)
“IPO” shall mean an initial public offering of Common Stock of the Maker pursuant to a registration statement on Form
S-1 that is declared effective by the Securities and Exchange Commission.


 


(vi)
“IPO Conversion Price” shall mean a conversion price equal to 50% of the initial public offering price per share of
the Common Stock offered to the public in the IPO.


 


(vii)
“Liquidity Event” shall mean any one of an IPO, a Sale of Control, a SPAC Acquisition or a Reverse Merger.


 


(viii)
“Optional Conversion Price” shall mean a conversion price that is equal to the price per share determined by dividing
$50 million by the total number of outstanding shares of Common Stock of the Maker.


 


(ix)
“Pre-Money Valuation” shall mean the dollar value placed on the total number of outstanding shares of Common Stock
and Preferred Stock of the Company immediately prior to a Liquidity Event.


 


(x)
“Preferred Stock” means the Series A convertible preferred stock, par value $0.00001 per share, of the Company, of
which there are 1,212.5 shares outstanding.


 


(xi)
“Pubco” means a fully-reporting public corporation under the Securities Exchange Act of 1934, as amended, that does
not have any significant business activities and is trading on Nasdaq or the OTCQX platform of the OTC Market.


 


(xii)
“Qualified Securities Market” shall mean any one of the Nasdaq Stock Exchange (including the Nasdaq Capital Market),
the NYSE:Amex Exchange, the New York Stock Exchange or the OTCQX platform of the OTC Markets.


 


(xiii)
“Reverse Merger” means a merger of the Maker with or the acquisition of the Maker by Pubco, as a result of which such
transaction, the stockholders of the Maker will own a substantial majority of the equity securities of Pubco.


 


(xiv)
“Sale of Control” shall mean a sale of all or substantially as of the capital stock or assets of the Company to any
unaffiliated third Person, whether through share sale, asset sale, merger, consolidation or like combination, as a result of which the
ability to control the board of directors of the Company shall pass to such third Person.


 




    	F-3



     


    

 


Exhibit
F – Form of Convertible Note


 


(xv)
“SPAC” means a special purpose acquisition corporation whose securities are listed on Nasdaq or the New York Stock
Exchange.


 


(xvi)
“SPAC Acquisition” means a merger of the Maker with or the acquisition of the Maker by a SPAC or its subsidiary, as
a result of which such transaction, the stockholders of the Maker will own a majority of the equity securities of the SPAC.


 


(xvii)
“Transaction Consideration” shall mean the dollar value placed on the total consideration paid to the Company including,
but not limited to, (i) the value of the Transaction, including consideration whether in cash, stock or in-kind, received by and/or paid
by the Company, (ii) the total amount of indebtedness for borrowed funds, capitalized lease obligations and non-trade liabilities of
the Company that are either assumed by the acquirer, redeemed or otherwise satisfied in connection with the transaction, or which remain
outstanding after the transaction is consummated; (iii) the fair market value of any assets excluded from the transaction; (iv) the fair
market value of any ownership interests which are retained by the Company’s shareholders or which remain outstanding after the
transaction is consummated; and (v) the amount of any contingent payments, including, without limitation, earn-outs and future royalties
payable in connection with the transaction.


 


(b)
Mandatory Conversion. In the event that prior to the Maturity Date of this Note, the Maker shall consummate an IPO and its Common
Stock shall be approved for listing or trading on any Qualified Securities Market, the entire Outstanding Balance of this Note shall
automatically, and without any further consent or approval of the Holder, be converted into Common Stock of the Maker at
the IPO Conversion Price. In the event that prior to the Maturity Date, the Maker shall consummate an Alternative Liquidity Event, the
Holder may elect at his or its option to convert the outstanding and unpaid Outstanding Balance of this Note into Common Stock of the
Maker at the Alternative Liquidity Event Conversion Price. The IPO Conversion Price and the Alternative Liquidity Event Conversion Price
(either, the “Mandatory Conversion Price”) shall be subject to adjustment, as provided for in Section 3(f)
below.


 


(c)
Optional Conversion. At any time, at the Holder’s option, such Holder may convert the outstanding and unpaid Outstanding
Balance of this Note into fully paid and nonassessable shares of Common Stock in accordance with this Section 3(c), at the Optional
Conversion Price, subject to adjustment as provided in Section 3(f) below. If the issuance would result in the issuance of a fraction
of a share of Common Stock, Shuttle Pharma shall round such fraction of a share of Common Stock up to the nearest whole share. Shuttle
Pharma shall pay any and all transfer agent fees, legal fees, costs and any other fees or costs that may be incurred or charged in connection
with the issuance and legend removal of shares of Common Stock to the Holder arising out of or relating to the conversion of this Note
up to a maximum of five thousand dollars ($5,000).


 


(d)
Mechanics of Conversion.


 


(i)
Optional Conversion. To convert the Note pursuant to an optional conversion into shares of Common Stock on any date (a “Conversion
Date”), the Holder shall (A) transmit by email, facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New
York, NY Time, a copy of an executed notice of conversion in the form attached hereto as Exhibit A (the “Conversion Notice”)
to Shuttle Pharma. On or before the tenth (10th) Business Day following the date of receipt of a Conversion Notice (the “Share
Delivery Date”), Shuttle Pharma shall (A) if legends are not required to be placed on certificates of Common Stock pursuant
to the then existing provisions of Rule 144 of the Securities Act of 1933 (“Rule 144”) and provided that the Transfer
Agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, credit
such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance
account with DTC through its Deposit Withdrawal Agent Commission system or (B) if the Transfer Agent is not participating in the DTC
Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered
in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates
shall not bear any restrictive legends unless required pursuant the Rule 144. The Person or Persons entitled to receive the shares of
Common Stock issuable upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares
of Common Stock upon the transmission of a Conversion Notice.


 




    	F-4



     


    

 


Exhibit
F – Form of Convertible Note


 


(ii)
Issuer’s Failure to Timely Convert. If within ten (10) business days after a Liquidity Event or (in the case of an optional
conversion) Shuttle Pharma receipt of the facsimile or email copy of a Conversion Notice together with documentation satisfactory to
the Transfer Agent that the Conversion Shares are eligible for such electronic issuance, the Issuer shall fail to issue and deliver to
Holder via “DWAC/FAST” electronic transfer (assuming that such shares are “DWAC/FAST” eligible) the number of
Conversion Shares to which the Holder is entitled upon such holder’s conversion of any Conversion Shares (a “Conversion
Failure”), the Outstanding Balance of the Note shall increase by 0.05% per day until such time as the Issuer of the Conversion
Shares issues and delivers a certificate to the Holder or credit the Holder’s balance account with DTC for the number of Conversion
Shares to which the Holder is entitled upon such mandatory or optional conversion. The Issuer of the Conversion Shares will not be subject
to any penalties once its transfer agent processes the shares to the DWAC system. If the issuer fails to deliver shares in accordance
with the timeframe stated in this Section, resulting in a Conversion Failure, the Holder, at any time prior to selling all of those Conversion
Shares, may rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares and have the rescinded
conversion amount returned to the Outstanding Balance with the rescinded Conversion Shares returned to the applicable Issuer.


 


(iii)
Book-Entry. Notwithstanding anything to the contrary set forth herein, in connection with any optional or mandatory conversion
of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to Shuttle Pharma
unless and until such time as the Holder has converted his or her shares in full. Upon a partial or full conversion, Holder shall receive
either (i) one or more stock certificates, or a book entry account statement, evidencing the Conversion Shares (in the event Shuttle
Pharma’s Common Stock is not yet DTC eligible) or (ii) physical evidence from the Issuer’s transfer agent that the Holder’s
balance account with DTC showing that the Conversion Shares have been credited for the number of Conversion Shares to which the Holder
is entitled upon such mandatory or optional conversion. The Holder and the Issuer shall maintain records showing the Outstanding Balance
converted and the dates of such conversions or shall use such other method reasonably satisfactory to the Holder and Issuer, so as not
to require physical surrender of this Note upon conversion, unless so requested by Shuttle Pharma.


 


(e)
Limitations on Conversions or Trading.


 


If
at any time after the Closing, the Holder shall or would receive Conversion Shares or shall purchase additional shares of Common Stock
of an Issuer, so that the Holder would, together with other shares of Common Stock held by it or its Affiliates, own or beneficially
own by virtue of such action or receipt of additional shares of Common Stock a number of shares exceeding 9.99% of the number of shares
of Common Stock outstanding on such date (the “Maximum Percentage”), the Issuer shall not be obligated and shall not
issue to the Holder Conversion Shares which would exceed the Maximum Percentage, but only until such time as the Maximum Percentage would
no longer be exceeded by any such receipt of shares of Common Stock by the Holder. Upon delivery of a written notice to the applicable
Issuer the Holder may from time to time increase (with such increase not effective until the sixty-first (61st) day after delivery of
such notice) or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided
that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered
to Shuttle Pharma and (ii) any such increase or decrease will apply only to the Holder and its Affiliates. The provisions of this paragraph
shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(e) to the extent
necessary to correct this paragraph (or any portion of this paragraph) which may be defective or inconsistent with the intended beneficial
ownership limitation contained in this Section 3(e) or to make changes or supplements necessary or desirable to properly give
effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of the
Note.


 


(f)
Adjustment of Conversion Price. In the event that a Liquidity Event prior to the December 31, 2024 Maturity Date of this Note,
the Maker shall raise additional capital through a private placement of Common Stock or other securities that are convertible or exercisable
for Common Stock, in either case, at a price less than the Optional Conversion Price, then and in such event the Conversion Price of
the Notes shall be adjusted to reflect such lower amount.


 


(g)
Other Provisions.


 




    	F-5



     


    

 


Exhibit
F – Form of Convertible Note


 


(i)
Share Reservation. Shuttle Pharma shall at all times reserve and keep available out of its authorized Common Stock a number of
shares equal to at least the full number of shares of Common Stock issuable upon conversion of all outstanding amounts under this Note.


 


(ii)
Prepayment. This Note may not be prepaid by Shuttle Pharma until March 31, 2022. Thereafter, the Note may either be prepaid by
the Company in whole or in part without penalty, fees or premium upon not less than twenty (20) business days prior written notice to
the Holder (the “Prepayment Notice”) which shall set forth the date on which the Note shall be prepaid (the “Prepayment
Date”), subject to the Holder’s right to convert all or any portion of this Note into Conversion Shares at the Optional
Conversion Price prior to the Prepayment Date.


 


(iii)
All calculations under this Section 3 shall be rounded up to the nearest whole share.


 


(iv)
Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 2 herein
for Shuttle Pharma’s failure to deliver certificates or credit entries representing shares of Common Stock upon conversion within
the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including,
without limitation, a decree of specific performance and/or injunctive relief, in each case without the need to post a bond or provide
other security. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section
hereof or under applicable law.


 


(v)
The Maker shall use its best efforts to assist the Holder to obtain a legal opinion for the removal of any restrict legend in connection
with any shares converted from this Note.


 


(vi)
This Note is one of the Convertible Notes issued on or about the date of this Note by the Maker in an aggregate principal amount of up
to $2,000,000, (the “Notes”). Each of the Notes shall rank equally without preference or priority of any kind over
one another, and all payments and recoveries under the Notes payable on account of principal and interest on the Notes shall be paid
and applied ratably and proportionately on the balance of all outstanding Notes on the basis of their original principal amount.


 


4.
REISSUANCE OF THIS NOTE.


 


Upon
receipt by the Maker of evidence reasonably satisfactory to the Maker of the loss, theft, destruction or mutilation of this Note, and,
in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Maker in customary form and, in the
case of mutilation, upon surrender and cancellation of this Note, the Maker shall execute and deliver to the Holder a new Note representing
the outstanding Principal.


 


5.
NOTICES. Any notices, consents, waivers or other communications required or permitted to

be given under the terms shall be handled according to the Notice clause in the Subscription Agreement.


 


The
addresses for such communications shall be:


 


If
to the Maker:


 


Dr.
Anatoly Dritschilo, CEO


Shuttle
Pharmaceuticals Holdings, Inc.


One
Research Court, Suite 450





Rockville,
MD 20850

Email: [  ]@shuttlepharma.com


 


If
to the Holder:


 




    	F-6



     


    

 


Exhibit
F – Form of Convertible Note


 


6.
APPLICABLE LAW AND VENUE. This Note shall be governed by and construed in accordance with the laws of the State of New York, without
giving effect to conflicts of laws thereof. Any action brought by either party against the other concerning the transactions contemplated
by this Agreement shall be brought only in the state courts of New York or in the federal courts located in New York County, in the State
of New York. Both parties and the individuals signing this Agreement agree to submit to the jurisdiction of such courts.


 


7.
WAIVER. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any
other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict
adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter
to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.


 


8.
MISCELLANEOUS


 


(a)
Lawful Money; Costs of Collection. All amounts payable hereunder are payable in lawful money of the United States. Shuttle Pharma
agrees to pay all costs of collection when incurred, including reasonable attorneys’ fees and costs, whether or not a suit or action
is instituted to enforce this Note, including but not limited to court costs, appraisal fees, the cost of searching records, obtaining
title reports and title insurance and trustee’s fees, to the extent permitted by applicable law.


 


(b)
No Offset; Holder in Due Course. All payments under this Note made by or on behalf of Shuttle Pharma shall be made without setoff
or counterclaim and free and clear of, and without deduction or withholding for or on account of, any federal, state, or local taxes.
Shuttle Pharma waives any right of offset it now has or may hereafter have against Agent or Holder and its successors and assigns as
to this Note (but retains any such rights as to any other prior or future transaction between these parties), and agrees to make the
payments called for hereunder in accordance with the terms hereof. The holder hereof and all successors thereof shall have all the rights
of a holder in due course as provided in the Delaware Uniform Commercial Code and other laws of the State of Delaware.


 


(c)
Waivers. Shuttle Pharma and any endorsers, guarantors or sureties hereof severally waive presentment and demand for payment, notice
of intent to accelerate maturity, protest or notice of protest or non-payment, bringing of suit and diligence in taking any action to
collect any sums owing hereunder or in proceeding against any of the rights and properties securing payment hereunder; expressly agree
that this Note, or any payment hereunder, may be extended from time to time; and consent to the acceptance of further security or the
release of any security for this Note, all without in any way affecting the liability of Shuttle Pharma and any endorsers or guarantors
hereof. No extension of time for the payment of this Note, or any installment hereof, made by agreement by the holder hereof with any
person now or hereafter liable for the payment of this Note, shall affect the original liability under this Note of Shuttle Pharma, even
if Shuttle Pharma (or any entity comprising Shuttle Pharma) is not a party to such agreement.


 


(d)
Usury Protection. The parties hereto intend to conform strictly to the applicable usury laws. In no event, regardless of any provisions
contained therein or in any other document executed or delivered in connection herewith, shall the holder hereof ever be deemed to have
contracted for or be entitled to receive, collect or apply as interest on this Note, any amount in excess of the maximum amount permitted
by applicable law (the “Maximum Rate”). In no event, whether by reason of demand for payment, prepayment, acceleration
of the maturity hereof or otherwise, shall the interest contracted for, charged or received by the holder hereunder or otherwise exceed
the Maximum Rate. If for any circumstance whatsoever interest would otherwise be payable to the holder in excess of the maximum lawful
amount, the interest payable to the holder shall be reduced automatically to the Maximum Rate and any payment received in excess of such
amount shall be applied to the outstanding principal balance of the Note.


 


(e)
Entire Agreement. This Note, the other Transaction Documents, and all other documents and instruments contemplated hereby and
thereby together constitute the entire agreement between and among the parties pertaining to the subject matter hereof. No supplement,
modification or amendment of this Note shall be binding unless executed in writing by the parties. No waiver shall be binding unless
executed in writing by the party making the waiver. No provision of this Note shall be interpreted for or against the drafting party.


 




    	F-7



     


    

 


Exhibit
F – Form of Convertible Note


 


(f)
Commercial Purpose. Shuttle Pharma agrees that no funds advanced under this Note shall be used for personal, family or household
purposes, and that all funds advanced hereunder shall be used solely for business, commercial, investment or other similar purposes.


 


(g)
Successors and Assigns. All the terms and provisions of this Note shall be binding upon and inure to the benefit of the parties
to this Note and their respective successors and assigns.


 


(h)
Assignment. Shuttle Pharma may not, voluntarily or involuntarily, directly or indirectly, by operation of law or otherwise, sell,
transfer, assign, hypothecate, pledge or in any way alienate this Note or any right or interest in this Note (each a “Transfer”)
without Holder’s prior written consent, which Holder may withhold in its sole and absolute discretion. Any consent by Holder to
any Transfer shall not constitute consent to any other Transfer. Holder may freely Transfer its interest, rights, or title in or to this
Note or the other Transaction Documents in Holder’s sole and absolute discretion.


 


(i)
Construction. Whenever used in this Note, the terms “including,” “include,” “includes” and
the like are not intended as terms of limitation, and, hence, shall be deemed to be followed by “without limitation.”


 


(j)
Severability. If any provision of this Note, as applied to any party or to any circumstance, shall be found by a court of competent
jurisdiction to be void, invalid or unenforceable, the same shall in no way affect any other provision of this Note, the application
of any such provision in any other circumstance, or the validity or enforceability of this Note, and any provision which is found to
be void, invalid or unenforceable shall be curtailed and limited only to the extent necessary to bring such provision within the requirements
of the law.


 


(k)
Survival of Terms. The terms and provisions of this Note shall survive the Maturity Date until full payment of all amounts due
hereunder.


 


(l)
Preferential Payment. If at any time any payment made pursuant to this Note is deemed to have been a voidable preference, fraudulent
conveyance or other similar conveyance or preferential payment under any bankruptcy, insolvency or other debtor relief or similar law,
then the obligation to make such payment shall survive any cancellation or satisfaction of this Note or return of this Note to Shuttle
Pharma and shall not be discharged or satisfied with any such payment or cancellation. Such payment shall instead remain a valid and
binding obligation enforceable in accordance with the terms of this Note and shall be immediately due and payable.


 


(m)
Relief From Stay. As an additional inducement to and material consideration for Holder agreeing to execute this this Note and
the other Transaction Documents, Shuttle Pharma agrees that in the event a Bankruptcy or Judicial Action (as hereinafter defined in this
Section 8(n)) is commenced which subjects Holder to any stay in the exercise of Holder’s rights and remedies under this
Note or the other Transaction Documents, including, but not limited to, the automatic stay imposed by Section 362 of the United States
Bankruptcy Code (individually and collectively, “Stay”), then Shuttle Pharma irrevocably consents and agrees that
such Stay shall automatically be lifted and released against Holder, and Holder shall thereafter be entitled to exercise all of its rights
and remedies against Shuttle Pharma that is or could be subject any Stay under this Note or the other Transaction Documents. Nothing
contained herein shall limit or prevent Holder from exercising all of its rights and remedies against Shuttle Pharma that is not the
subject any Stay under this Note or the other Transaction Documents. Shuttle Pharma acknowledges that it is knowingly, voluntarily, and
intentionally waiving its rights to any Stay and agrees that the benefits provided to Shuttle Pharma under the terms of this Note are
valuable consideration for such waiver. As used in this Section 8(n), the term “Bankruptcy or Judicial Action”
shall mean any voluntary or involuntary case filed by or against a Shuttle Pharma under the United States Bankruptcy Code, or any voluntary
or involuntary petition in composition, readjustment, liquidation, or dissolution, or any state and federal bankruptcy law action filed
by or against a Shuttle Pharma, any action where a Shuttle Pharma is adjudicated as bankrupt or insolvent, any action for dissolution
of a Shuttle Pharma, or any action in furtherance of any of the foregoing, or any other action, case, or proceeding that has the effect
of staying (or in which a stay is being obtained against) the enforcement by Holder of its rights and remedies under the this Note or
the other Transaction Documents.


 




    	F-8



     


    

 


Exhibit
F – Form of Convertible Note


 


Except
to enforce the terms of the Transaction Documents, Shuttle Pharma shall not take any action and shall not fail to take any action which
such action or omission will or might tend to interfere with, delay, enjoin or otherwise prohibit the commencement, continuation or completion
of efforts by Holder to enforce its remedies under this Note or the other Transaction Documents, or applicable law. Without limiting
the generality of the foregoing and except to enforce the terms of the Transaction Documents, each Shuttle Pharma waives its, his, or
her rights, if any, to seek or obtain a stay, injunction or other form of order prohibiting in any way any act necessary or appropriate
for the commencement or completion of Holder’s enforcement of its remedies under the this Note or the other Transaction Documents,
or applicable law (without limiting the generality of the foregoing, such waiver extends to such rights which may exist under any statute
or rule relating to bankruptcy cases, including, without limitation, 11 U.S.C. § 105, 11 U.S.C. § 301, 11 U.S.C. § 302,
11 U.S.C. § 303, 11 U.S.C. § 304, 11 U.S.C. § 362, 11 U.S.C. § 348, 11 U.S.C. § 706, 28 U.S.C. § 157, 28
U.S.C. § 158, Federal Rule of bankruptcy Procedure (“FRBP”) 3007, FRBP 3008, FRBP 3012, FRBP 8005, FRBP 9023, FRBP 9024,
or FRBP 9029).


 


9.
AMENDMENT AND WAIVER OF RIGHTS. This Note may be amended and the observance of any term hereof may be waived (either generally or in
a particular instance either retroactively or prospectively) only by a written instrument executed by the Maker and the Holder.


 


10.
WAIVER OF RIGHT TO TRIAL BY JURY.


 


EACH
PARTY TO THIS NOTE HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (1) ARISING UNDER
THIS NOTE, THE OTHER TRANSACTION DOCUMENTS, OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION THEREWITH,
OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS NOTE
OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO,
IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY
AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY. THE PARTIES
HERETO HEREBY AGREE THAT THE PROVISIONS CONTAINED HEREIN HAVE BEEN FAIRLY NEGOTIATED ON AN ARM’S-LENGTH BASIS, WITH BOTH SIDES
AGREEING TO THE SAME KNOWINGLY AND BEING AFFORDED THE OPPORTUNITY TO HAVE THEIR RESPECTIVE LEGAL COUNSEL CONSENT TO THE MATTERS CONTAINED
HEREIN. ANY PARTY TO THIS NOTE MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT
OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY AND THE AGREEMENTS CONTAINED HEREIN REGARDING THE APPLICATION OF
JUDICIAL REFERENCE IN THE EVENT OF THE INVALIDITY OF SUCH JURY TRIAL WAIVER.


 


IN
WITNESS WHEREOF, each of the Maker has caused this Note to be duly executed by a duly authorized officer as of the date set forth above.


 


	 	Shuttle
    Pharmaceuticals Holdings, Inc.
	 	 	 
	 	By:	 
	 	Name:	Dr.
    Anatoly Dritschilo
	 	Title:	Chief
    Executive Officer


 


Note
No. [  ]


 




    	F-9



     


    

 


EXHIBIT
A


 


NOTICE
OF CONVERSION


 


Shuttle
Pharmaceuticals Holdings, Inc.

One Research Court, Suite 450


 


Rockville,
MD 20850

Email: [ [@shuttlepharma.com


 


The
undersigned hereby elects to convert $[         ] of the $[         ]
Convertible Note (Note No. [              ]) issued to [              ]
on [               ], 2021 into Shares of Common Stock of
Shuttle Pharmaceuticals Holdings, Inc. according to the conditions set forth in such Note as of the date written below.


 


If
the number of shares to be delivered represents more than 4.99% of the common stock outstanding, this conversion notice shall immediately
automatically extinguish and Holder must be immediately notified.


 


	Date
    of Conversion:	 
	Optional
    Conversion Amount:	 
	Conversion
    Price:	 
	Shares
    to be Delivered:	 
	Shares
    delivered in name of:	 


 


	 	HOLDER
	 	 	        
	 	[             ]
	 	 	 
	 	By:	 
	 	Title:	 


 




    	 



     


    

 


Exhibit
G – Investor Rights and Lock-Up Agreement


 


INVESTOR
RIGHTS AND LOCK-UP AGREEMENT


 


This
INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of ____________ ____, 2021 by
and among Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”) and the investor on
the signature page hereto.


 


RECITALS


 


A.
The Investors have agreed to purchase from the Company, and the Company has agreed to sell to the Investors, 6% convertible notes of
the Company due December 31, 2024 (the “Notes”) on the terms and conditions set forth in that certain Subscription
Agreement, dated as of [_____________] by and among the Company and the Investors, as amended from time to time (the “Subscription
Agreement” and together with the related Exhibits to the Subscription Agreement, and the Notes, collectively, the “Transaction
Documents”); and


 


B.
Unless otherwise defined in this Agreement all capitalized terms when used herein shall have the same meaning as they are defined in
the Subscription Agreement and the Notes.


 


C.
It is a condition to the closing of the sale of the Notes that the parties hereto execute and deliver this Agreement.


 


NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereto agree as
follows:


 


1.
COVENANTS OF THE COMPANY


 


1.1
Information Rights.


 


(a)
Basic Financial Information. The Company will furnish to each Investor and any owner of 5% or more of the outstanding shares of
Common Stock (“Qualifying Owner”):


 


(i)
as soon as practicable, but no later than 120 days after the end of each fiscal year of the Company, (A) a balance sheet as of the end
of such fiscal year, (B) a profit and loss statement as of the end of such fiscal year, (C) a statement of cash flows of the Company
as of the end of such fiscal year, and (D) a statement of stockholders’ equity as of the end of such fiscal year, all prepared
in accordance with generally accepted accounting principles and practices (“GAAP”) and audited and certified by an
recognized accounting firm that is a PCAOB qualified auditor, commencing with the 2021 fiscal year;


 


(ii)
as soon as practicable, but not later than 45 days after each fiscal quarter of the Company, quarterly reports of management of the Company
generally describing material Company events from that quarter (except that such reports may (A) be subject to normal year-end auditing
adjustments, and (B) not contain all notes thereto that may be required in accordance with GAAP, as required);


 


(iii)
as soon as practicable, after a change of more than ten percent (10%) of the stock ownership of the Company, a statement showing the
number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock
outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible
or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock
options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Holders to calculate
their respective percentage equity ownership in the Company, and certified by the Chief Executive Officer or senior finance officer of
the Company as being true, complete, and correct;


 


(iv)
as soon as practicable, but in any event by December 1 of each calendar year, the officers of the Company shall prepare and present an
annual budget (the “Budget”) for the Company and each of its subsidiaries for the upcoming year, which Budget shall
include, without limitation, all expense and capital spending expectations for the Company;


 




    	G-1



    	 



    

 


(v)
as soon as practicable, but in any event by March 15 after the end of the fiscal year of the Company, all tax information necessary for
the Investors to file their respective state and federal tax filings;


 


(vi)
at the option of an Investor holding a majority of the outstanding Notes (the “Majority Investor”), and up to two
times annually, certain officers of the Company, as selected by the Majority Investor (which may include, among others, the Chief Executive
Officer and/or senior finance officer), shall provide an in-person presentation to the Investors at the Company’s corporate headquarters
or by Video teleconference covering, among any other topic(s) selected by the Investor or Qualifying Owner, the performance of (past
and forecasted), recent developments relating to, and material risks facing, the Company; and


 


(vii)
such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as the Majority
Investor may from time-to-time reasonably request.


 


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


 


Notwithstanding
anything else in this Section 1.1 to the contrary, the Company may cease providing the information set forth in this Section
1.1 during the period starting with the date thirty (30) days before the Company’s good faith estimate of the date of filing
of a registration statement in accordance with the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended;
provided that (i) the Company’s covenants under this Section 1.1 shall be reinstated at such time as the Company is no longer
actively employing its commercially reasonable efforts to cause such registration statement to become effective or such registration
statement is withdrawn.


 


(b)
Inspection Rights. At all times while the Notes remain outstanding, the Company shall cause to be maintained full and accurate
books of account, which shall reflect all Company transactions and be appropriate and adequate for the Company’s business. The
books and records of the Company shall be maintained at the principal office of the Company. Each Investor shall have the right during
ordinary business hours and upon reasonable notice to inspect and copy all books and records of the Company.


 


2.
RESTRICTIONS ON TRANSFER.


 


2.1
Each of the Holders hereby covenant and agree that except as set forth below, they shall not sell, transfer, convey or assign (collectively
“Transfer”) any Conversion Shares to any Person, other than to members of their immediate family (children, spouse
or parents, any entity wholly-owned by such Holder or trusts for the benefit of the Holder or members of his or its family (each a “Permitted
Transferee”). As a condition to each Transfer to a Permitted Transferee, such Permitted Transferee shall agree to execute a
joinder or related agreement pursuant to which he, she or it shall agree to be bound by the terms of this Agreement.


 


2.2
From and after the date hereof and until the 180th day after the first to occur of (a) consummation of an IPO, (b) consummation of
a sale to a SPAC, or (c) consummation of another form of Reverse Merger, as applicable (each , the “Lock-Up Trigger Date”),
the Holder and each Permitted Transferee agrees not to sell, transfer or otherwise dispose of the Conversion Shares or common stock of
any successor-in-interest to the Company. After the 180th day following the Lock-Up Trigger Date, the Holder will be entitled
to sell all or any portion of the Conversion Shares or other common stock without restriction.


 


3.
TAG-ALONG RIGHTS. If a majority of the holders of the Company’s outstanding voting equity (collectively, the “Majority
Stockholders”) want to consummate a transaction that constitutes a Sale of Control (a “Sale of Control Transaction”),
then the Majority Stockholder(s) shall notify the other Investors of such proposed Sale of Control Transaction by a date which shall
be not later than fifteen (15) days prior to the Company or any such Majority Stockholder(s) entering into any definitive binding agreement
in respect thereof (the “Sale Notice’). Thereafter, each other Investor or Stockholder (each a “Tag-Along
Stockholder”) may cause the Company or such Majority Stockholders to effect a Transfer of such other Stockholder’s Stock;
in each case, only pursuant to and in accordance with the following provisions of this Section 3:


 




    	G-2



    	 



    

 


(a)
The Tag-Along Stockholders shall have the right, but not the obligation, to participate in the Proposed Sale of Control Transaction on
the terms and conditions herein stated (the “Tag-Along Option”), which right shall be exercisable upon written notice
(the “Acceptance Notice”) to the Company and/or the Majority Stockholders, as the case may be, within ten (10) days
of receipt of the Sale Notice. Each Acceptance Notice shall indicate the maximum amount of Notes or number of Conversion Shares that
the Tag-Along Stockholder wishes to sell on the terms and conditions stated in the Sale Notice.


 


(b)
Each Tag-Along Stockholder shall have the right to sell a portion of its Notes or Conversion Shares pursuant to the Sale of Control Transaction
which is equal to that percentage equal of the Common Stock that is being sold by the Majority Stockholders in the Sale of Control Transaction.


 


(c)
Within ten (10) days after the date by which a Tag-Along Stockholder notifies the Company or the Majority Stockholders of its intent
to exercise the Tag-Along Option, the Company or the Majority Stockholders shall notify such Tag-Along Stockholder of the amount of Notes
and number of Conversion Shares held by such Tag-Along Stockholder that will be included in the sale and the date on which the Sale of
Control Transaction will be consummated, which shall be no later than the later of (i) twenty (20) days after the date by which each
Holder was required to notify the Company or the Majority Stockholders of its intent to exercise the Tag-Along Option and (ii) five (5)
days after the satisfaction of any governmental approval or filing requirements, if any.


 


(d)
Each Tag-Along Stockholder may effect its participation in any Sale of Control Transaction, and as part of its participation in the Sale
of Control Transaction pursuant to a duly exercised Tag-Along Option, shall deliver to the Proposed Transferee at a closing to be held
at the offices of the Company (or such other place as the parties agree), one or more Notes or certificates, properly endorsed for transfer,
which represent all of the Notes or Conversion Shares owned by such Tag-Along Stockholder which is to be transferred in connection with
the Sale of Control Transaction, and each Tag-Along Stockholder shall make such representations and warranties, and shall enter into
such agreements, as are customary and reasonable in the context of the proposed Sale of Control Transaction, including, without limitation,
representations and warranties (and indemnities with respect thereto) that the Proposed Transferee of the Notes or Conversion Shares
(or interests therein) is receiving good and marketable title to such Notes or Conversion Shares (or interests therein), free and clear
of all pledges, security interests, or other liens; provided, however, that with respect to any matter as to which a Tag-Along Stockholder
shall agree to provide indemnification (other than its own title to such Notes or Conversion Shares), such Tag-Along Stockholder shall
in no event be required to provide indemnification in an amount that would exceed its pro rata portion of the total liability for which
such indemnification is sought, which pro rata portion shall be determined on the basis of the percentage of the total Notes or Conversion
Shares involved in such transfer that are represented by the Notes or Conversion Shares owned by such Tag-Along Stockholder. In addition,
each Tag-Along Stockholder and the Majority Stockholders shall reasonably cooperate and consult with each other in order to effect the
Sale of Control Transaction, and each Tag-Along Stockholder shall provide reasonable assistance to the Majority Stockholders in connection
with the preparation of disclosure schedules relating to representations and warranties to be made to the Proposed Transferee in connection
with such Sale of Control Transaction and in the determination of the appropriate scope of, or limitations or exceptions to, such representations
and warranties. At the time of consummation of the Sale of Control Transaction, the Proposed Transferee shall remit directly to each
such Tag-Along Stockholder that portion of the sale proceeds to which such Tag-Along Stockholder is entitled by reason of its participation
therein (less any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities)


 


4.
DRAG ALONG RIGHTS. If the Company or one or more of Majority Stockholders (collectively, the “Drag-Along Sellers”)
wants to consummate a Sale of Control Transaction, the Company or the Drag-Along Sellers, as the case may be, shall have the right (but
not the obligation) to require the other Investors owning Notes or Conversion Shares (each a “Drag-Along Investor”)
to Transfer all of their Notes or Conversion Shares to the Proposed Transferee for the same consideration per share and otherwise on
the same terms and conditions upon which the Drag-Along Sellers are selling their Common Stock pursuant to the provisions set forth below
(subject to any adjustments due to the conversion of any convertible securities or the exercise of any exercisable securities) (the “Drag-Along
Right”). The Company and the Drag-Along Sellers may not exercise the right set forth in this Section 4 unless it or they hold
not less than fifty percent (50%) of the Company Fully-Diluted Common Stock.


 




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(a)
Prior to making the Transfer, the Drag-Along Sellers shall first send an Offer Notice and copies of all documentation, including relevant
agreements, relating to the Transfer. Within fifteen (15) days following the date of the Offer Notice. Each Drag-Along Investor shall
effect its participation in any Sale of Control Transaction, and as part of its participation in the Sale of Control Transaction pursuant
to a duly exercised Drag-Along Right, shall deliver to the Proposed Transferee at a closing to be held at the offices of the Company
(or such other place as the parties agree), one or more certificates, properly endorsed for transfer, which represent all of the Notes
or Conversion Shares owned by such Drag-Along Investor which is to be transferred in connection with the Sale of Control Transaction,
and each Drag-Along Investor shall make such representations and warranties, and shall enter into such agreements, as are customary and
reasonable in the context of the proposed Sale of Control Transaction, including, without limitation, representations and warranties
(and indemnities with respect thereto) that the Proposed Transferee of the Notes or Conversion Shares (or interests therein) is receiving
good and marketable title to such Notes or Conversion Shares (or interests therein), free and clear of all pledges, security interests,
or other liens; provided, however, that with respect to any matter as to which a Tag-Along Stockholder shall agree to provide indemnification
(other than its own title to such Stock), such Drag-Along Investor shall in no event be required to provide indemnification in an amount
that would exceed its pro rata portion of the total liability for which such indemnification is sought, which pro rata portion shall
be determined on the basis of the percentage of the total Stock involved in such transfer that are represented by the Notes or Conversion
Shares owned by such Drag-Along Investor. In addition, each Drag-Along Investor and the Drag-Along Sellers shall reasonably cooperate
and consult with each other in order to effect the Sale of Control Transaction, and each Drag-Along Investor shall provide reasonable
assistance to the Drag-Along Sellers in connection with the preparation of disclosure schedules relating to representations and warranties
to be made to the Proposed Transferee in connection with such Sale of Control Transaction and in the determination of the appropriate
scope of, or limitations or exceptions to, such representations and warranties. If any Drag-Along Investor should fail to deliver such
certificates and instruments of transfer to the Drag-Along Sellers (or their designee), the Company shall cause its books and records
to show that such shares of Notes or Conversion Shares are bound by the provisions of this Section 4 and that such Notes or Conversion
Shares shall have been transferred to the Proposed Transferee, and all certificates or other evidence of ownership of the Notes or Conversion
Shares subject to this Section 4 shall be deemed to be cancelled.


 


(b)
Simultaneously with the consummation of the Sale of Control, pursuant to this Section 4, the Company shall notify the Drag-Along Investors
and the other Company stockholders of the consummation of the sale, and shall cause the Proposed Transferee to remit directly to the
Drag-Along Investors and other Company stockholders (including the Drag-Along Sellers) the total sales price, based on each stockholder’s
pro rata Share ownership, of the Sale of Control or consideration paid pursuant thereto and shall furnish such other evidence of the
completion and time of completion of such sale or other disposition and the terms thereof as may be reasonably requested.


 


5.
PARTICIPATION RIGHT.


 


5.1
General. Each of the Investors (individually and collectively, the “Participation Right Holders”) has the
right to co-invest and to purchase such Participation Right Holder’s Pro Rata Share (as defined below) of all (or any part) of
any New Securities (including Common Stock being sold to the public in the IPO) that the Company may from time to time issue after the
date of this Agreement (the “Participation Right”), provided, however, such Participation Right Holder
shall have no right to purchase any such New Securities and exercise such Participation Right if such New Securities are being issued
in a private placement pursuant to Regulation 506(b) under the Securities Act and such Participation Right Holder cannot demonstrate
to the Company’s reasonable satisfaction that such Participation Right Holder is, at the time of the proposed issuance of such
New Securities, an “accredited investor” as such term is defined in Regulation D under the Securities Act. A Participation
Right Holder’s “Pro Rata Share” for purposes of this participation and co-investment right is a percentage of
any New Securities (including Common Stock sold in the IPO) equal to one hundred (100%) of the amount of all Notes sold in the Offering
to each Investor’s Note. For the avoidance of doubt, if for example, an Investor purchased a $100,000 principal amount of this
Note, representing 10% of all $1,000,000 of the Notes held by all Investors and $10,000,000 of New Securities (including Common Stock
sold in the IPO) are issued prior to termination of this Agreement, then and in such event such Investor’s Pro Rata Share of the
New Securities would be $100,000.


 




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5.2
Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Participation
Right Holder a written notice of its intention to issue New Securities (the “Participation Right Notice”), describing
the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities. Each Participation
Right Holder shall have twenty (20) days from the date such Participation Right Notice is given, to agree in writing to purchase such
Participation Right Holder’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice
by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Participation
Right Holder’s Pro Rata Share).


 


5.3
Failure to Exercise. In the event that the Participation Right Holders fail to exercise in full the pa within such twenty
(20) day period, then the Company shall have one hundred twenty (120) days thereafter to sell the New Securities with respect to which
the Participation Right Holders’ Participation Right was not exercised, at a price not more favorable and upon general terms not
materially more favorable to the purchasers thereof than specified in the Participation Right Notice to the Participation Right Holders.
In the event that the Company has not issued and sold the New Securities within such one hundred twenty (120) day period, then the Company
shall not thereafter issue or sell any New Securities without again first offering the Participation Right in such New Securities to
the Participation Right Holders pursuant to this Section 5.


 


6.
REGISTRATION RIGHTS. The Company covenants and agrees as follows:


 


6.1
Demand Registration.


 


(a)
Resale Registration Statement. Within one hundred and eighty-one (181) days or six calendar months, whichever is later, following
the consummation of the IPO, the Company shall use its reasonable commercial efforts to file a registration statement on Form S-1 (the
“Resale Registration Statement”) with the SEC in order to register for resale all of the shares of Common Stock of the Company
or common stock of any successor-in-interest to the Company issued to all holders of the Notes upon automatic conversion of the Notes
(the “Conversion Shares”), and will use its reasonable bests efforts to cause such Resale Registration Statement to be declared
effective by the SEC within forty-five (45) business days from the date of its initial submission or filing; provided, that such Conversion
Shares will continue to be subject to restrictions on resale for a period of six (6) months following consummation of the IPO.


 


(b)
Form S-1 Demand. In the event that, for any reason, the Company is unable to comply with the provisions of Section 6.1(a),
at any time after one hundred eighty (180) days from the effective date of the Form S-1 registration statement in connection with the
IPO, the Company receives a request from the Majority Investor(s) (the “Initiating Investors”) that the Company file
a Form S-1 registration statement with respect to the Conversion Shares then outstanding having an anticipated aggregate offering price,
net of selling expenses, of at least five million dollars ($5,000,000), then the Company shall (x) within ten (10) days after the date
such request is given, give notice thereof (the “Demand Notice”) to all Investors other than the Initiating Investors;
and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Investors,
file a Form S-1 registration statement under the Securities Act covering all Conversion Shares that the Initiating Investors requested
to be registered and any additional Conversion Shares requested to be included in such registration by any other Investors, as specified
by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case,
subject to the limitations of Section 6.1(d) and Section 6.3, provided, however, that the Initiating Investors
may not invoke this right more than twice.


 


(c)
Deferral of Registration. Notwithstanding the foregoing obligations, if the Company furnishes to Investors requesting a registration
pursuant to Section 6.1(b) above a certificate signed by the Company’s chief executive officer stating that in the good faith judgment
of the Board it would be materially detrimental to the Company and its stockholders for such registration statement to either become
effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such
action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving
the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving
as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company
shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness
thereof shall be tolled correspondingly, for a period of not more than sixty (60) days after the request of the Initiating Investors
is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period;
and provided further that the Company shall not register any securities for its own account or that of any other stockholder during
such sixty (60) day period other than an Excluded Registration.


 




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(d)
Deferral for Company-Initiated Registration. The Company shall not be obligated to effect, or to take any action to effect, any
registration pursuant to Section 6.1(b) (i) during the period that is sixty (60) days before the Company’s good faith estimate
of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated
registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration
statement to become effective; or (ii) after the Company has effected one registration pursuant to Section 6.1(b). A registration
shall not be counted as “effected” for purposes of this Section 6.1(d) until such time as the applicable registration
statement has been declared effective by the SEC, unless the Initiating Investors withdraw their request for such registration, elect
not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Section 6.6,
in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 6.1(d).


 


6.2
Piggyback Registration. If, following its IPO, the Company proposes to register under the Securities Act (including, for this
purpose, a registration of Common Stock effected by the Company or for the benefit of selling stockholders other than the Investors in
connection with the public offering of such securities solely for cash (other than in an Excluded Registration), unless the Conversion
Shares shall have been previously registered for resale, the Company shall, at such time, promptly give each Holder notice of such registration.
Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall, subject to
the provisions of Section 6.3, cause to be registered all of the Conversion Shares that each such Holder has requested to be included
in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section
6.2 before the effective date of such registration, whether or not any Holder has elected to include Conversion Shares in such registration.
The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Section
6.6.


 


6.3
Underwriting Requirements.


 


(a)
In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Section 6.1(b),
Section 6.1(c) or Section 6.2, the Company shall not be required to include any of the Investors’ Conversion Shares
in such underwriting unless the Investors accept the terms of the underwriting as agreed upon between the Company and its underwriters,
and then only in such quantity, if any, as the underwriters in their sole discretion determine will not jeopardize the success of the
offering by the Company. If the total number of securities, including Conversion Shares, requested by stockholders to be included in
such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion
determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number
of such securities, including Conversion Shares, which the underwriters and the Company in their sole discretion determine will not jeopardize
the success of the offering. If the underwriters determine that less than all of the Conversion Shares requested to be registered can
be included in such offering, then the Conversion Shares that are included in such offering shall be allocated among the selling Investors
in proportion (as nearly as practicable to) the number of Conversion Shares owned by each selling Holder or in such other proportions
as shall mutually be agreed to by all such selling Investors. To facilitate the allocation of shares in accordance with the above provisions,
the Company may in its sole discretion round the number of shares allocated to the Holder to the nearest 100 shares. Notwithstanding
the foregoing, in no event shall (i) the number of Conversion Shares included in the offering be reduced unless all other securities
(other than securities to be sold by the Company) are first entirely excluded from the offering, or (ii) the number of Conversion Shares
included in the offering be reduced below twenty percent (20%) of the total number of securities included in such offering, unless such
offering is the IPO, in which case the selling Investors may be excluded further if the underwriters make the determination described
above and no other stockholder’s securities are included in such offering or (iii) notwithstanding (ii) above, any Conversion Shares
which are not Conversion Shares of the Key Owner be excluded from such underwriting unless all Conversion Shares of the Key Owner are
first excluded from such offering. For purposes of the provision in this Section 6.3(b) concerning apportionment, for any selling
Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders,
and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired
members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,”
and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Conversion Shares
owned by all Persons included in such “selling Holder,” as defined in this sentence.


 




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(b)
For purposes of Section 6.1, a registration shall not be counted as “effected” if, as a result of an exercise of the
underwriter’s cutback provisions in Section 6.3(a), fewer than fifty percent (50%) of the total number of Conversion Shares
that Investors have requested to be included in such registration statement are actually included.


 


6.4
Obligations of the Company. Whenever required under this Section 6 to effect the registration of any Conversion Shares,
the Company shall, as expeditiously as reasonably possible:


 


(a)
prepare and file with the SEC a registration statement with respect to such Conversion Shares and use its commercially reasonable efforts
to cause such registration statement to become effective and, upon the request of the Investors of a majority of the Conversion Shares
registered thereunder, keep such registration statement effective for a period of up to one hundred eighty (180) days following the termination
of the lock-up agreement entered into in connection with the IPO or, if earlier, until the distribution contemplated in the registration
statement has been completed; provided, however, that (i) such one hundred eighty (180) day period shall be extended for
a period of time equal to the period the Holder refrains, at the request of an underwriter of Common Stock (or other securities) of the
Company, from selling any securities included in such registration, and (ii) in the case of any registration of Conversion Shares on
Form S-1 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one
hundred eighty (180) day period shall be extended for up to sixty (60) days, if necessary, to keep the registration statement effective
until all such Conversion Shares are sold;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


6.5
Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this
Section 4 with respect to the Conversion Shares of any selling Holder that such Holder shall furnish to the Company such information
regarding itself, the Conversion Shares held by it, and the intended method of disposition of such securities as is reasonably required
to effect the registration of such Holder’s Conversion Shares.


 


6.6
Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or
qualifications pursuant to Section 4, including all registration, filing, and qualification fees; printers’ and accounting
fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements of one counsel for the selling Investors
(“Selling Holder Counsel”), shall be borne and paid by the Company; provided however, that the Company shall not be
required to pay for any expenses of any registration proceeding begun pursuant to Section 6.1 if the registration request is subsequently
withdrawn at the request of the Investors of a majority of the Conversion Shares to be registered (in which case all selling Investors
shall bear such expenses pro rata based upon the number of Conversion Shares that were to be included in the withdrawn registration),
unless the Investors of a majority of the Conversion Shares agree to forfeit their right to one registration pursuant to Section 6.1
(a) or Section 6.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Investors shall have
learned of a material adverse change in the condition, business or prospects of the Company from that known to the Investors at the time
of their request and have withdrawn the request with reasonable promptness after learning of such information then the Investors shall
not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 6.1(a) or
Section 6.1(b). All Selling Expenses relating to Conversion Shares registered pursuant to this Section 5 shall be borne
and paid by the Investors pro rata on the basis of the number of Conversion Shares registered on their behalf.


 


6.7
Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any
registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation
of this Section 6.


 


6.8
Indemnification. If any Conversion Shares are included in a registration statement under this Section 6:


 


(a)
To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers,
directors, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the
Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities
Act or the Exchange Act, against any Damages, only to the extent such Damages arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact made by the Company or arise out of or are based upon any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company
will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably
incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses
are incurred; provided, however, that the indemnity agreement contained in this Section 6.8(a) shall not apply to
amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent
shall not be unreasonably withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or are based
upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder,
underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration.


 




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(b)
To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each
of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within
the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act),
any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder,
against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance
upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with
such registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses
reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such
expenses are incurred; provided, however, that the indemnity agreement contained in this Section 6.8(b) shall not
apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder,
which consent shall not be unreasonably withheld; and provided, further that in no event shall the aggregate amounts payable
by any Holder by way of indemnity or contribution under Section 6.8(b) and 6.8(d) exceed the proceeds from the offering
received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct by such
Holder.


 


(c)
Promptly after receipt by an indemnified party under this Section 6.8 of notice of the commencement of any action (including any
governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section 6.8, give the indemnifying party notice of the commencement
thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires,
participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel
mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified
parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and
expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying
party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented
by such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of
any such action shall relieve such indemnifying party of any liability to the indemnified party under this Section 6.8, to the
extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The failure to give notice
to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section
6.8.


 


(d)
To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any party
otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 6.8 but it is judicially
determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the
denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Section
6.8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party
hereto for which indemnification is provided under this Section 6.8, then, and in each such case, such parties will contribute
to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such
proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection
with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect
any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined
by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged
omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’
relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided,
however, that, in any such case, (x) no Holder will be required to contribute any amount in excess of the public offering price
of all such Conversion Shares offered and sold by such Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation; and provided, further that in no event shall a Holder’s liability
pursuant to this Section 6.8(d), when combined with the amounts paid or payable by such Holder pursuant to Section 6.8(b),
exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of
willful misconduct or fraud by such Holder.


 




    	G-9



    	 



    

 


(e)
Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement
entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the
underwriting agreement shall control.


 


(f)
Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations
of the Company and Investors under this Section 6.8 shall survive the completion of any offering of Conversion Shares in a registration
under this Section 6.8, and otherwise shall survive the termination of this Agreement.


 


6.9
Reports Under Exchange Act. With a view to making available to the Investors the benefits of SEC Rule 144 and any other rule
or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration, the
Company shall:


 


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


 


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


 


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


 


6.10
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, until such
time as the Conversion Shares are registered and without the prior written consent of the Investors of a majority of the Conversion Shares
then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that (i) would allow
such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder
or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will
not reduce the number of the Conversion Shares of the Investors that are included; or (ii) allow such holder or prospective holder to
initiate a demand for registration of any securities held by such holder or prospective holder. Upon the registration of the Conversion
Shares, this paragraph 6.10 shall no longer be applicable.


 




    	G-10



    	 



    

 


6.11
“Market Stand-off” Agreement. Each Holder hereby agrees that it will not, without the prior written consent of
the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company
of shares of its Common Stock and ending on the date specified by the Company and the managing underwriter (such period not to exceed
one hundred and eighty (180) days in the case of the IPO), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract
to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose
of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or
indirectly) for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of
the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be
settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 6.11
shall apply only to the IPO, shall not (A) prohibit any Holder from buying registered shares of Common Stock in the IPO or in the aftermarket
or selling such shares of Common Stock, or (B) apply to the sale of any shares to an underwriter pursuant to an underwriting agreement,
and shall be applicable to the Investors only if all officers and directors are subject to the same restrictions. The underwriters in
connection with such registration are intended third party beneficiaries of this Section 6.11 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 Section 6.11
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 Investors subject to such agreements based on the number
of shares subject to such agreements.


 


6.12
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Conversion Shares in any
registration pursuant to Section 6.1 or Section 6.2 shall terminate upon the termination of the Restricted Period on Transfers
set forth in Section 2.2 above and the ability of each Holder to sell all of his or its remaining Conversion Shares in any broker transaction
under Rule 144 and without any volume or percentage limitations on such sales.


 


7.
ADDITIONAL INVESTOR RIGHTS. The Company shall use commercially reasonable efforts to cause the Conversion Shares, within the
meaning of Section 1202(f) of the Internal Revenue Code (the “Code”), to constitute “qualified small business
stock” as defined in Section 1202(c) of the Code; provided, however, that such requirement shall not be applicable if the Board
determines, in its good faith business judgment, that such qualification is inconsistent with the best interests of the Company. The
Company shall submit to its stockholders (including the Investors) and to the Internal Revenue Service any reports that may be required
under Section 1202(d)(1)(C) of the Code and the regulations promulgated thereunder. In addition, within twenty (20) business days after
any Investor’s written request therefor, the Company shall, at its option, either (i) deliver to such Investor a written statement
indicating whether (and what portion of) such Investor’s interest in the Company constitutes “qualified small business stock”
as defined in Section 1202(c) of the Code or (ii) deliver to such Investor such factual information in the Company’s possession
as is reasonably necessary to enable such Investor to determine whether (and what portion of) such Investor’s interest in the Company
constitutes “qualified small business stock” as defined in Section 1202(c) of the Code.


 


8.
GENERAL PROVISIONS.


 


8.1
Amendment and Waiver of Rights. This Agreement may be amended or terminated, and the observance of any term hereof may be
waived (either generally or in a particular instance either retroactively or prospectively) only by a written instrument executed by
(a) the Company; (b) the Key Owner (as defined below) and (c) the Majority Investor(s) (as defined below). Notwithstanding the foregoing:


 


(a)
any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; and


 


(b)
no such amendment, modification or waiver shall amend, modify or waive (i) any provision of this Agreement granting any personal rights
to a specific Investor or Key Owner (as opposed to the Investors or the holders of a specific class of stock generally), without the
prior written consent of such Investor or Key Owner; or (ii) any rights of any Investor or Key Owner in a manner that materially adversely
affects the rights of such Investor or Key Owner, unless approved in writing by such Investor or Key Owner.


 


For
the purposes of this section, “Key Owner” shall mean Anatoly Dritschilo and Joy Dritschilo and/or an entity or entities
controlled by him or her, and “Majority Investor(s)” shall mean an Investor or the Investors holding a majority of
the outstanding Notes.


 




    	G-11



    	 



    

 


The
Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing
thereto. Any amendment, termination or waiver effected in accordance with this Subsection 7.1 shall be binding on each party and
all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved
such amendment, termination or waiver. For purposes of this Subsection 7.1, the requirement of a written instrument may be satisfied
in the form of an action by written consent of the Investors circulated by the Company and executed by the Holder parties specified,
whether or not such action by written consent makes explicit reference to the terms of this Agreement.


 


8.2
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: (a) personal delivery to the party to be notified, (b) when sent, if sent by
electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s
next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid,
or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day
delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth
on the signature page hereto, or to such address as subsequently modified by written notice given in accordance with this Section
8.2.


 


8.3
Entire Agreement. This Agreement and the documents referred to herein, together with all the Exhibits hereto, constitute the
entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede any and all prior
understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter
hereof.


 


8.4
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless
of the laws that might otherwise govern under applicable principles of conflicts of law.


 


8.5
Severability The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability
of any other provision.


 


8.6
Third Parties. Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties
hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement.


 


8.7
Successors and Assigns. This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred,
delegated or sublicensed by any party without the prior written consent of the other parties. Any attempt by a party without such permission
to assign, transfer, delegate or sublicense any rights, duties or obligations that arise under this Agreement shall be void. Subject
to the foregoing, and except as otherwise provided herein, this Agreement, and the rights and obligations of the parties hereunder, will
be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.


 


8.8
Titles and Headings. The titles, captions and headings of this Agreement are included for ease of reference only and will
be disregarded in interpreting or construing this Agreement. Unless otherwise specifically stated, all references herein to “sections”
and “exhibits” will mean “sections” and “exhibits” to this Agreement.


 


8.9
Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will
be deemed an original, and all of which together shall constitute one and the same agreement.


 


8.10
Costs and Attorneys’ Fees. In the event that any action, suit or other proceeding is instituted concerning or arising
out of this Agreement or any transaction contemplated hereunder, the prevailing party shall recover all of such party’s costs and
attorneys’ fees incurred in each such action, suit or other proceeding, including any and all appeals or petitions therefrom.


 




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8.11
Adjustments for Stock Splits, Etc. Wherever in this Agreement there is a reference to a specific number of shares of
Common Stock of the Company of any class or series, then, upon the occurrence of any subdivision, combination or stock dividend of such
class or series of stock, the specific number of shares so referenced in this Agreement shall automatically be proportionally adjusted
to reflect the effect on the outstanding shares of such class or series of stock by such subdivision, combination or stock dividend.


 


8.12
Further Assurances. The parties agree to execute such further documents and instruments and to take such further actions as
may be reasonably necessary to carry out the purposes and intent of this Agreement.


 


8.13
Electronic Signatures. This Agreement may be executed and delivered by electronic signature (such as .pdf or Docusign) and
upon such delivery the electronic signature will be deemed to have the same effect as if the original signature had been delivered to
the other party.


 


8.14
Termination of Agreement. Except for the provisions of Section 1 (Information Rights) and Section 5 (Participation
Rights) of this Agreement which shall terminate upon the consummation of the Company’s IPO of Common Stock pursuant to an effective
registration statement filed under the Securities Act and listing of such Common Stock on a Qualified Securities Market, following the
Company’s IPO, this Agreement and all of the other rights and obligations of the parties hereunder shall continue to survive and
remain in full force and effect. Notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing obligations)
shall terminate upon the Investors ceasing to hold Notes or Conversion Shares or upon the Company ceasing to have more than one Holder.


 


8.15
Dispute Resolution. Each party (a) hereby irrevocably and unconditionally submits to the jurisdiction of the federal or state
courts located in New York County, New York for the purpose of any suit, action or other proceeding arising out of or based upon this
Agreement or the Transaction Documents, (b) agrees not to commence any suit, action or other proceeding arising out of or based upon
this Agreement or the Transaction Documents except in the federal or state courts located in New York County, New York, and (c) hereby
waives and agrees 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, the Transaction Documents or the subject matter hereof and thereof may not be enforced in or by such
court.


 


9.
DEFINITIONS. Except as otherwise noted herein, for purposes of this Agreement:


 


“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.


 


“Common
Stock” has the meaning as defined in the Note.


 


“Common
Stock Equivalents” shall mean any shares of Common Stock issuable upon conversion of any securities (other than the Notes)
convertible into shares of Common Stock or any warrants or other rights (other than options or restricted stock units issued under the
Company’s Incentive Stock Plan) entitling the holder to purchase Common Stock upon the exercise thereof.


 


“Conversion
Shares” means (i) the Common Stock issuable or issued upon conversion of the Notes, (ii) any Common Stock issued or issuable
(directly or indirectly) upon conversion and/or exercise of any other securities of the Company, acquired by the Investors after the
date hereof; and (iii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security
that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in
clauses (i) and (ii) above; excluding in all cases, however, any Conversion Shares sold by a Person in a transaction in
which the applicable rights under this Agreement are not assigned pursuant to Section 8.7, and excluding for purposes of Section
5 any shares for which registration rights have terminated pursuant to Section 6.12 of this Agreement.


 




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“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.


 


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


 


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


 


“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.


 


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


 


“Holder”
means collectively, each Investor owning Notes or Conversion Shares and each Permitted Transferee of such Holder.


 


“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.


 


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


 


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


 


“New
Securities” means any Common Stock, whether now authorized or not, and rights, options or warrants to purchase such Common
Stock, and securities of any type whatsoever that are, or may become, convertible or exchangeable into such Common Stock that are issued
for cash consideration; provided, however, that the term “New Securities” does not include any (a) New Securities issued
as part of the consideration in connection with any acquisition of the assets or capital stock of any other Person, or (b) any options
or other securities issued pursuant to the Incentive Stock Plan of the Company or any successor in interest to the Company.


 








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


 


“Qualified
Securities Market” shall mean any one of the Nasdaq Stock Exchange (including the Nasdaq Capital Market), the NYSE:Amex Exchange,
the New York Stock Exchange or the OTCQX platform of the OTC Markets.


 


“SEC”
means the Securities and Exchange Commission.


 


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


 


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


 


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


 


“Selling
Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Conversion
Shares, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne
and paid by the Company as provided in Section 6.6.


 


[Remainder
of Page Intentionally Left Blank]


 




    	G-14



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.


 


	THE
    COMPANY:	 
	 	 
	Shuttle
    Pharmaceuticals Holdings, Inc.	 
	 	 
	By:	 	 
	Name:	Dr.
    Anatoly Dritschilo	 
	Title:	Chief
    Executive Officer	 
	Address:	One
                                            Research Court, Suite 450

    Rockville,
    MD 20850
	 


 


	Investor:	 
	 	 
	[Name]	 
	 	 
	[Name]	 


 




    	G-15



    	 



    

 


Exhibit
H – Capitalization Table


 




    	H-1