Exhibit 10.1


 


REGISTRATION
RIGHTS AGREEMENT


 


This Registration Rights Agreement (this “Agreement”)
is made and entered into as of June 17, 2022, by and among HOOKIPA Pharma Inc., a Delaware corporation (the “Company”),
and the Gilead Sciences, Inc. (the “Purchaser”).


 


This Agreement is made pursuant to the Stock Purchase
Agreement, dated as of February 15, 2022 between the Company and the Purchaser (the “Purchase Agreement”).


 


NOW, THEREFORE, IN CONSIDERATION of the mutual
covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the Company and the Purchaser agree as follows:


 


1.          Definitions.
Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such
terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:


 


“Advice”
has the meaning set forth in Section 6(c).


 


“Affiliate”
means, with respect to any person, any other person which directly or indirectly controls, is controlled by, or is under common control
with, such person.


 


“Agreement”
has the meaning set forth in the Preamble.


 


“Business Day”
means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.


 


“Closing”
means the purchase and sale of additional shares of Common Stock pursuant to Section 1 of the Purchase Agreement.


 


“Commission”
means the Securities and Exchange Commission.


 


“Common Stock”
means the common stock of the Company, par value $0.0001 per share, and any securities into which such common stock may hereinafter be
reclassified.


 


“Company”
has the meaning set forth in the Preamble.


 


“Effective Date”
means the date that the Registration Statement filed pursuant to Section 2(a) is declared effective by the Commission.


 


“Effectiveness Period” has the
meaning set forth in Section 2(b).


 


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


 


“Filing Deadline” means, with
respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), the six (6) month anniversary
of the date of Purchase Agreement, and with respect to any Subsequent Registration Statement required to be filed pursuant to Section 2(a),
the four (4) month anniversary of the Closing related to the purchase of such Registrable Securities; provided, however, that
if the Filing Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Filing Deadline shall
be extended to the next Business Day on which the Commission is open for business.


 






    


    


    

 


“Holder” means the holder or holders,
as the case may be, from time to time of Registrable Securities.


 


“Indemnified Party”
has the meaning set forth in Section 5(c).


 


“Indemnifying Party”
has the meaning set forth in Section 5(c).


 


“Initial Registration
Statement” means the initial Registration Statement filed pursuant to Section 2(a) of this Agreement with respect
to the registration of the Initial Shares.


 


“Initial
Shares” means the 1,666,666 Shares issued pursuant to the Purchase Agreement on February 15, 2022.


 


“Losses”
has the meaning set forth in Section 5(a).


 


“New Registration Statement”
has the meaning set forth in Section 2(a).


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Principal Market” means the Trading
Market on which the Common Stock is primarily listed and quoted for trading, which, as of the Effective Date (as defined in the Purchase
Agreement), shall be The Nasdaq Global Select Market.


 


“Proceeding” means an action,
claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition),
whether commenced or threatened.


 


“Prospectus” means the prospectus
included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from
a prospectus filed as part of an effective registration statement in reliance upon Rule 430B promulgated under the Securities Act),
as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities
covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments,
and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.


 


“Purchase Agreement” has the meaning
set forth in the Recitals.


 


“Purchaser” has the meaning set
forth in the Preamble.


 


“Registrable
Securities” means all of (i) the Shares and (ii) any securities issued or issuable upon any conversion, exercise,
stock split, dividend or other distribution, merger, consolidation, exchange, recapitalization or similar event with respect to the foregoing,
provided, that the Holder has completed and delivered to the Company a Selling Stockholder Questionnaire; and provided, further,
the Holder’s Shares shall cease to be Registrable Securities upon the earlier to occur of the following: (A) a sale pursuant
to a Registration Statement or Rule 144 under the Securities Act (in which case, only such securities sold by the Holder shall cease
to be a Registrable Security); and (B) becoming eligible for resale by the Holder under Rule 144 without the requirement
for the Company to be in compliance with the current public information required thereunder and without volume or manner-of-sale restrictions,
pursuant to a written opinion letter from the Company to such effect, addressed, delivered and acceptable to the Transfer Agent.


 






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“Registration Statements” means
any one or more registration statements of the Company filed under the Securities Act that covers the resale of any of the Registrable
Securities pursuant to the provisions of this Agreement (including without limitation the Initial Registration Statement, any Subsequent
Registration Statement, the New Registration Statement and any Remainder Registration Statements), the amendments and supplements to such
Registration Statements, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be
incorporated by reference in such Registration Statements.


 


“Remainder Registration Statement”
has the meaning set forth in Section 2(a).


 


“Rule 144” means Rule 144
promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same effect as such rule.


 


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


 


“Rule 424” means Rule 424
promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same effect as such rule.


 


“SEC Guidance”
means (i) any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff and (ii) the
Securities Act.


 


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


 


“Selling Stockholder
Questionnaire” means a questionnaire in the form attached as Annex B hereto, or such other form of questionnaire as may
reasonably be adopted by the Company from time to time.


 


“Shares”
means the maximum number of shares of Common Stock issued, to be issued or issuable to the Purchaser pursuant to the Purchase Agreement.


 


“Subsequent Registration
Statement” means any Registration Statement filed pursuant to Section 2(a) of this Agreement registering Subsequent
Shares.


 


“Subsequent Shares”
means any Shares issued pursuant to the Purchase Agreement, after the date hereof, in accordance with the terms and conditions of the
Purchase Agreement.


 


“Trading Day”
means (i) a day on which the Common Stock is listed or quoted and traded on its Principal Market (other than the OTC Bulletin Board),
or (ii) if the Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a day on which the Common Stock
is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on any
Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported in the “pink sheets”
by Pink Sheets LLC (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the
event that the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall mean
a Business Day.


 






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“Trading Market”
means whichever of the New York Stock Exchange, the NYSE American (formerly the American Stock Exchange), the NASDAQ Global Select Market,
the NASDAQ Global Market, the NASDAQ Capital Market or OTC Bulletin Board on which the Common Stock is listed or quoted for trading on
the date in question.


 


2.          Registration.


 


(a)          On
or prior to the applicable Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the
resale of all of the Registrable Securities not already covered by an existing and effective Registration Statement for an offering to
be made on a delayed or continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable
Securities, by such other means of distribution of Registrable Securities as the Holder may reasonably specify (the “Initial
Registration Statement”). The Initial Registration Statement and each Subsequent Registration Statement, if any, shall be on
Form S-3 and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review
of such Registration Statement) the “Plan of Distribution” section attached hereto as Annex A (which may be modified
to respond to comments, if any, provided by the Commission). Notwithstanding the registration obligations set forth in this Section 2,
in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415,
be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform the
Holder and use its commercially reasonable efforts to file amendments to the Initial Registration Statement, or Subsequent Registration
Statement, as required by the Commission and/or (ii) withdraw the applicable Registration Statement and file a new registration statement
(a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to
be registered by the Commission, on Form S-3; provided, however, that prior to filing such amendment or New Registration Statement,
the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all
of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Securities Act Rules Compliance
and Disclosure Interpretations Question 612.09. In the event the Company amends the Initial Registration Statement or Subsequent Registration
Statement, or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use
its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the
Company or to registrants of securities in general, one or more registration statements on Form S-3 (the “Remainder Registration
Statements”).


 


(b)          The
Company shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission
as soon as practicable and shall use its commercially reasonable efforts to keep each Registration Statement continuously effective under
the Securities Act until the earlier of (i) such time as all of the Registrable Securities covered by such Registration Statement
have been publicly sold by the Holder and (ii) the date on which the Holder ceases to hold Registrable Securities (the “Effectiveness
Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 P.M. New York City
time on a Trading Day. The Company shall promptly notify the Holder via facsimile or electronic mail of a “.pdf” format data
file of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with
the Commission, which date of confirmation shall initially be the date requested for effectiveness of such Registration Statement.


 






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(c)          Holder
agrees to furnish to the Company a completed Selling Stockholder Questionnaire not more than fifteen (15) Trading Days following the date
of this Agreement. At least twelve (12) Trading Days prior to the first anticipated filing date of a Registration Statement for any registration
under this Agreement, the Company will notify the Holder of the information the Company requires from the Holder other than the information
contained in the Selling Stockholder Questionnaire, if any, which shall be completed and delivered to the Company promptly upon request
and, in any event, within seven (7) Trading Days prior to the applicable anticipated filing date. The Holder acknowledges and agrees
that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 2(c) will
be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the
Registration Statement.


 


(d)          In
the event that Form S-3 is not  available for the registration of the resale of Registrable Securities hereunder, the Company
shall undertake to register the Registrable Securities on Form S-3 promptly after such form is available, provided that the
Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3
covering the Registrable Securities has been declared effective by the Commission.


 


3.          Registration
Procedures


 


In connection with the Company's registration obligations
hereunder, the Company shall:


 


(a)          Not
less than five (5) Business Days prior to the filing of each Registration Statement and not less than three (3) Business Days
prior to the filing of any related Prospectus or any amendment or supplement thereto (except for Annual Reports on Form 10-K, and
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor reports), (i) furnish to the
Holder copies of such Registration Statement, Prospectus or amendment or supplement thereto, as proposed to be filed, which documents
will be subject to the review of the Holder (it being acknowledged and agreed that if the Holder does not object to or comment on the
aforementioned documents within such five (5) Business Day or three (3) Business Day period, as the case may be, then the Holder
shall be deemed to have consented to and approved the use of such documents) and (ii) use commercially reasonable efforts to cause
its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary,
in the reasonable opinion of respective counsel to the Holder, to conduct a reasonable investigation within the meaning of the Securities
Act. The Company shall not file any Registration Statement or amendment or supplement thereto in a form to which the Holder reasonably
objects in good faith, provided that, the Company is notified of such objection in writing within the five (5) Business Day or three
(3) Business Day period described above, as applicable.


 


(b)          (i) 
Prepare and file with the Commission such amendments (including post-effective amendments) and supplements to each Registration Statement
and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to the
applicable Registrable Securities for its Effectiveness Period; (ii) cause the related Prospectus to be amended or supplemented by
any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant
to Rule 424; (iii) respond as promptly as reasonably practicable to any comments received from the Commission with respect to
each Registration Statement or any amendment thereto and, as promptly as reasonably possible, provide the Holder true and complete copies
of all correspondence from and to the Commission relating to such Registration Statement that pertains to the Holder as “Selling
Stockholder” but not any comments that would result in the disclosure to the Holder of material and non-public information concerning
the Company; and (iv) comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all
Registrable Securities covered by a Registration Statement until such time as all of such Registrable Securities shall have been disposed
of (subject to the terms of this Agreement) in accordance with the intended methods of disposition by the Holder thereof as set forth
in such Registration Statement as so amended or in such Prospectus as so supplemented; provided, however, that the Purchaser shall
be responsible for the delivery of the Prospectus to the Persons to whom the Purchaser sells any of the Shares (including in accordance
with Rule 172 under the Securities Act), and the Purchaser agrees to dispose of Registrable Securities in compliance with the “Plan
of Distribution” described in the Registration Statement and otherwise in compliance with applicable federal and state securities
laws. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement
(including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K
or any analogous report under the Exchange Act, the Company shall have incorporated such report by reference into such Registration Statement,
if applicable, or shall file such amendments or supplements with the Commission on the same day on which the Exchange Act report which
created the requirement for the Company to amend or supplement such Registration Statement was filed.


 






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(c)          Notify
the Holder (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the
use of the Prospectus until the requisite changes have been made) as promptly as reasonably practicable (and, in the case of (i)(A) below,
not less than one (1) Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no later
than one (1) Trading Day following the day: (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment
to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a “review”
of such Registration Statement and whenever the Commission comments in writing on any Registration Statement (in which case the Company
shall provide to the Holder true and complete copies of all comments that pertain to the Holder as a “Selling Stockholder”
or to the “Plan of Distribution” and all written responses thereto, but not information that the Company believes would constitute
material and non-public information); and (C) with respect to each Registration Statement or any post-effective amendment, when the
same has become effective; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments
or supplements to a Registration Statement or Prospectus or for additional information that pertains to the Holder as “Selling Stockholder”
or the “Plan of Distribution”; (iii) of the issuance by the Commission or any other federal or state governmental authority
of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation
of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or
threatening of any Proceeding for such purpose; (v) of the occurrence of any event or passage of time that makes the financial statements
included in a Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus
or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions
to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as
the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein (in the case of any Prospectus, form of prospectus or supplement thereto, in light
of the circumstances under which they were made), not misleading and (vi) of the occurrence or existence of any pending corporate
development with respect to the Company that the Company reasonably believes may be material and that, in the determination of the Company,
makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided
that, any and all such information shall remain confidential to the Holder (who may disclose such information only to the Holder’s
employees, accountants, attorneys and professional advisors who need to know such information in order to fulfill such party’s obligations
to the Holder, who are informed of the confidential nature of such information and who are bound by a confidentiality and non-disclosure
provisions pertaining thereto) until such information otherwise becomes public, unless disclosure by the Holder is required by law; and
provided, further, that notwithstanding the Holder’s agreement to keep such information confidential, the Holder makes
no acknowledgement that any such information is material, non-public information; and provided, further, that any notice sent by the Company
pursuant to clauses (iii)-(vi) of this paragraph shall be deemed to be an exercise by the Company of its right under Section 3(h) hereof
to suspend the availability of a Registration Statement and Prospectus.


 






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(d)          Use
commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness
of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, as soon as practicable.


 


(e)          If
requested by the Holder, furnish to the Holder, without charge, at least one conformed copy of each Registration Statement and each amendment
thereto and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly
after the filing of such documents with the Commission; provided, that the Company shall have no obligation to provide any document
pursuant to this clause that is available on the Commission’s EDGAR system.


 


(f)          Prior
to any resale of Registrable Securities by the Holder, use its commercially reasonable efforts to register or qualify or cooperate with
the selling Holder in connection with the registration or qualification (or exemption from the registration or qualification) of such
Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States
as the Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the
Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of
the Registrable Securities covered by each Registration Statement; provided, that the Company shall not be required to qualify
generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction
where it is not then so subject or file a general consent to service of process in any such jurisdiction.


 


(g)          If
requested by the Holder, cooperate with the Holder to facilitate the timely preparation and delivery of certificates or book entry statements,
as applicable, representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates
or statements shall be free, to the extent permitted by the Purchase Agreement and under law, of all restrictive legends, and to enable
such Registrable Securities to be in such denominations and registered in such names as the Holder may reasonably request.


 


(h)          Following
the occurrence of any event contemplated by Section(c), as promptly as reasonably practicable (taking into account the Company’s
good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event), prepare
a supplement or amendment, including a post-effective amendment, to the affected Registration Statements or a supplement to the related
Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that,
as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, form of prospectus
or supplement thereto, in light of the circumstances under which they were made), not misleading. If the Company notifies the Holder in
accordance with clauses (iii) through (vi) of Section 3(c) above to suspend the use of any Prospectus until
the requisite changes to such Prospectus have been made, then the Holder shall suspend use of such Prospectus. The Company will use its
reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled
to exercise its right under this Section 3(h) to suspend the availability of a Registration Statement and Prospectus
for a period not to exceed forty (40) calendar days (which need not be consecutive days) in any twelve (12) month period. For the avoidance
of doubt, any period of time for which the availability of a Registration Statement and Prospectus are suspended pursuant to Section 2(d) shall
be disregarded when determining the time period allotted under this Section 3(h).


 






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(i)          Use
commercially reasonable efforts to cause all Registrable Securities covered by a Registration Statement to be listed on the Principal
Market.


 


(j)          The
Company may require the selling Holder to furnish to the Company a certified statement as to (i) the number of shares of Common Stock
beneficially owned by the Holder and any Affiliate thereof, (ii) any Financial Industry Regulatory Authority (“FINRA”)
affiliations, (iii) any natural persons who have the power to vote or dispose of the Shares and (iv) any other information as
may be requested by the Commission, FINRA or any state securities commission.


 


(k)          The
Company shall cooperate with any registered broker through which the Holder proposes to resell its Registrable Securities in effecting
a filing with FINRA pursuant to FINRA Rule 5110 as requested by the Holder and the Company shall pay the filing fee required for
the first such filing within two (2) Business Days of the request therefor.


 


(l)          If
the Company includes any securities, other than Registrable Securities, in the Registration Statement, and the Company is required to
cut-back the number of securities in such Registration Statement, for any reason, the Company will not cut-back any Registrable Securities
prior to cutting-back all such other securities.


 


4.          Registration
Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this Agreement
(excluding any underwriting discounts and selling commissions and all legal fees and expenses of legal counsel for the Holder) shall be
borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred
to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed
for trading, (B) with respect to compliance with applicable state securities or Blue Sky laws (including, without limitation, fees
and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities and
determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the
Holder) and (C) if not previously paid by the Company in connection with Section 3(k) above, with respect to any
filing that may be required to be made by any broker through which the Holder intends to make sales of Registrable Securities with FINRA
pursuant to the FINRA Rule 5110, so long as the broker is receiving no more than a customary brokerage commission in connection with
such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and
of printing prospectuses if the printing of prospectuses is reasonably requested by the Holder), (iii) messenger, telephone and delivery
expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so
desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation
of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred
in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses
incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall
the Company be responsible for any underwriting, broker or similar fees or commissions of the Holder or any legal fees or other costs
of the Holder.


 






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5.          Indemnification.


 


(a)          Indemnification
by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify, defend and hold harmless the Holder
and its officers, directors, agents, partners, members, managers, stockholders, Affiliates and employees, each Person who controls the
Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors,
partners, members, managers, stockholders, agents and employees of each such controlling Person, to the fullest extent permitted by applicable
law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation
and investigation and reasonable attorneys' fees) and expenses (collectively, “Losses”), as incurred, that arise out
of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus
or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to
any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in
the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not
misleading, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities
law or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the
extent, but only to the extent, that (A) such untrue statements, alleged untrue statements, omissions or alleged omissions are based
solely upon information regarding the Holder furnished in writing to the Company by the Holder expressly for use therein, or to the extent
that such information relates to the Holder or the Holder's proposed method of distribution of Registrable Securities and was reviewed
and approved in writing by the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in
any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (B) in
the case of a suspension of the availability of a Registration Statement or Prospectus pursuant to Section 3(h), related to
the use by the Holder of an outdated or defective Prospectus after the Company has notified the Holder in writing that the Prospectus
is outdated or defective and prior to the receipt by the Holder of the Advice contemplated and defined in Section 6(c) below,
to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected
or (C) to the extent that any such Losses arise out of the Purchaser’s (or any other indemnified Person’s) failure to
send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the
Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue statement
or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement
or omission was corrected in such Prospectus or supplement. The Company shall notify the Holder promptly of the institution, threat or
assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is
aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an Indemnified Party
(as defined in Section 5(c)) and shall survive the transfer of the Registrable Securities by the Holder.


 


(b)          Indemnification
by Holder. The Holder shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who
controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors,
officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses,
as incurred, arising out of or are based solely upon any untrue or alleged untrue statement of a material fact contained in any Registration
Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising
out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements
therein (in the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they
were made) not misleading (i) to the extent that such untrue statements or omissions are based solely upon information regarding
the Holder furnished in writing to the Company by the Holder expressly for use therein or (ii) to the extent that such information
relates to the Holder or the Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in
writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto
for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (iii) in the case of a
suspension of the availability of a Registration Statement or Prospectus pursuant to Section 3(h), to the extent related to
the use by the Holder of an outdated or defective Prospectus after the Company has notified the Holder in writing that the Prospectus
is outdated or defective and prior to the receipt by the Holder of the Advice contemplated in Section 6(c). In no event shall
the liability of the selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by the Holder upon
the sale of the Registrable Securities giving rise to such indemnification obligation.


 






    9


    


    

 


(c)          Conduct
of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder
(an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the
 “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including
the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all reasonable fees and expenses incurred
in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally
determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall
have materially and adversely prejudiced the Indemnifying Party.


 


An Indemnified Party shall have the right to employ
separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be
at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably
satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded
parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel
that a conflict of interest exists if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case,
if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying
Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying
Party); provided, that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys
at any time for all Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected
without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified
Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that
are the subject matter of such Proceeding.


 


Subject
to the terms of this Agreement, all fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred
in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section 5)
shall be paid to the Indemnified Party, as incurred, within twenty (20) Trading Days of written notice thereof to the Indemnifying Party;
provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses
applicable to such actions for which such Indemnified Party is finally judicially determined to not be entitled to indemnification hereunder).
The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action shall
not relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 5, except to the extent that
the Indemnifying Party is materially and adversely prejudiced in its ability to defend such action.


 






    10


    


    

 


(d)          Contribution.
If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient
to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to
reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that
resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified
Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information
supplied by, such Indemnifying Party or Indemnified Party, and the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed
to include, subject to the limitations set forth in this Agreement, any reasonable attorneys' or other reasonable fees or expenses incurred
by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section 5 was available to such party in accordance with its terms.


 


The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined
by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in
the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), (A) the Holder shall not be
required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by the Holder
from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that the Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission and
(B) no contribution will be made under circumstances where the maker of such contribution would not have been required to indemnify
the Indemnified Party under the fault standards set forth in this Section 5. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.


 


The indemnity and contribution agreements contained in this Section 5
are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties and are not in diminution or limitation
of the indemnification provisions under the Purchase Agreement.


 


6.          Miscellaneous.


 


(a)          Remedies.
In the event of a breach by the Company or by the Holder of any of their obligations under this Agreement, the Holder or the Company,
as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of
damages, will be entitled to specific performance of its rights under this Agreement. The Company and the Holder agree that monetary damages
would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement
and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense
that a remedy at law would be adequate.


 


(b)          Compliance.
The Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it
(unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to the Registration Statement
and shall sell the Registrable Securities only in accordance with a method of distribution described in the Registration Statement.


 






    11


    


    

 


(c)          Discontinued
Disposition. By its acquisition of Registrable Securities, the Holder agrees that, upon a suspension of the availability of a Registration
Statement or Prospectus pursuant to Section 3(h), the Holder will forthwith discontinue disposition of such Registrable Securities
under a Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable
Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its commercially reasonable efforts to ensure
that the use of the Prospectus may be resumed as promptly as practicable.


 


(d)          No
Inconsistent Agreements. Neither the Company nor any of its subsidiaries has entered, as of the date hereof, nor shall the Company
or any of its subsidiaries, on or after the date hereof, enter into any agreement with respect to its securities, that would have the
effect of impairing the rights granted to the Holder in this Agreement or otherwise conflicts with the provisions hereof.


 


(e)          Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
or waived unless the same shall be in writing and signed by the Company and the Holder.


 


(f)          Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth
in the Purchase Agreement.


 


(g)          Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the
parties and shall inure to the benefit of the Holder. Nothing in this Agreement, express or implied, is intended to confer upon any party
other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by
reason of this Agreement, except as expressly provided in this Agreement. The Company may not assign its rights (except by merger or in
connection with another entity acquiring all or substantially all of the Company’s assets) or obligations hereunder without the
prior written consent of the Holder of the then outstanding Registrable Securities. The Holder may assign its rights hereunder to the
Persons as permitted under the Purchase Agreement; provided in each case that (i) the Holder agrees in writing with the transferee
or assignee to assign such rights and related obligations under this Agreement, and for the transferee or assignee to assume such obligations,
and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within
a reasonable time after such transfer or assignment, furnished with written notice of the name and address of such transferee or assignee
and the securities with respect to which such registration rights are being transferred or assigned, (iii) at or before the time
the Company received the written notice contemplated by clause (ii) of this sentence, the transferee or assignee agrees in writing
with the Company to be bound by all of the provisions contained herein and (iv) the transferee is an “accredited investor,”
as that term is defined in Rule 501 of Regulation D.


 


(h)          Execution
and Counterparts. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be
an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts
have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.
In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file,
such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with
the same force and effect as if such facsimile or “.pdf” signature were the original thereof.


 






    12


    


    

 



 


 


(i)            Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in
accordance with the provisions of the Purchase Agreement.


 


(j)            Cumulative
Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.


 


(k)           Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their good faith reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.


 


(l)            Headings.
The headings in this Agreement are for convenience only and shall not limit or otherwise affect the meaning hereof.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 



    13


     


    

 


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


 


	 	HOOKIPA PHARMA INC.
	 	 	 
	 	By: 	/s/ Joern Aldag
	 	 	Name: Joern Aldag
	 	 	Title: Chief Executive Officer



 


[Signature Page to Registration Rights Agreement]


 



    


     


    

 


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


 


	 	GILEAD SCIENCES, INC.
	 	 	 
	 	By:	/s/ Devang Bhuva
	 	 	Name: Devang Bhuva
	 	 	Title: SVP, Corporate Development



 


[Signature Page to Registration Rights Agreement]


 



    


     


    

 


Annex
A


 


PLAN OF DISTRIBUTION


 


We are registering the shares
of Common Stock issued to the selling stockholder to permit the resale of these shares of Common Stock by the holder of the shares of
Common Stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling
stockholder of the shares of Common Stock. We will bear all fees and expenses incident to our obligation to register the shares of Common
Stock.


 


The selling stockholder may
sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby from time to time directly or through
one or more underwriters, broker-dealers or agents. If the shares of Common Stock are sold through underwriters or broker-dealers, the
selling stockholder will be responsible for underwriting discounts or commissions or agent's commissions. The shares of Common Stock may
be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale,
in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in
one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time
of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling
stockholder may use any one or more of the following methods when selling shares:


 


		•	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		•	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction;



 


		•	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		•	an exchange distribution in accordance with the rules of the applicable exchange;



 


		•	privately negotiated transactions;



 


		•	settlement of short sales entered into after the effective date of the registration statement of which
this prospectus is a part;



 


		•	broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated
price per share;



 


		•	through the writing or settlement of options or other hedging transactions, whether such options are listed
on an options exchange or otherwise;



 


		•	a combination of any such methods of sale; and



 


		•	any other method permitted pursuant to applicable law.



 


The selling stockholder also
may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted
by that rule, or Section 4(a)(1) under the Securities Act, if available, rather than under this prospectus, provided that they
meet the criteria and conform to the requirements of those provisions.


 



    


     


    

 


Broker-dealers engaged by
the selling stockholder may arrange for other broker-dealers to participate in sales. If the selling stockholder effects such transactions
by selling shares of Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may
receive commissions in the form of discounts, concessions or commissions from the selling stockholder or commissions from purchasers of
the shares of Common Stock for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to
be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess
of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown
in compliance with FINRA 2121.01.


 


In connection with sales of
the shares of Common Stock or otherwise, the selling stockholder may enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the shares of Common Stock in the course of hedging in positions they assume.
The selling stockholder may also sell shares of Common Stock short and if such short sale shall take place after the date that this Registration
Statement is declared effective by the Commission, the selling stockholder may deliver shares of Common Stock covered by this prospectus
to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholder may also loan
or pledge shares of Common Stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling
stockholder may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one
or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this
prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or
amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholder has been advised that they may not use shares
registered on this registration statement to cover short sales of our Common Stock made prior to the date the registration statement,
of which this prospectus forms a part, has been declared effective by the SEC.


 


The selling stockholder may,
from time to time, pledge or grant a security interest in some or all of the shares of Common Stock owned by them and, if they default
in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock from time
to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of
the Securities Act, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in
interest as selling stockholders under this prospectus. The selling stockholder also may transfer and donate the shares of common stock
in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial
owners for purposes of this prospectus.


 


The selling stockholder and
any broker-dealer or agents participating in the distribution of the shares of Common Stock may be deemed to be “underwriters”
within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or
any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them
may be deemed to be underwriting commissions or discounts under the Securities Act. A selling stockholder who is an "underwriter"
within the meaning of Section 2(11) of the Securities Act will be subject to the applicable prospectus delivery requirements of the
Securities Act including Rule 172 thereunder and may be subject to certain statutory liabilities of, including but not limited to,
Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange
Act.


 


The selling stockholder has
informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly
or indirectly, with any person to distribute the Common Stock. Upon the Company being notified in writing by the selling stockholder that
any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if
required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of the selling stockholder and of the
participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such shares of Common Stock were
sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus,
and (vi) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which,
in the aggregate, would exceed eight percent (8.0%).


 



    


     


    

 


Under the securities laws
of some states, the shares of Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition,
in some states the shares of Common Stock may not be sold unless such shares have been registered or qualified for sale in such state
or an exemption from registration or qualification is available and is complied with.


 


There can be no assurance
that the selling stockholder will sell any or all of the shares of Common Stock registered pursuant to the shelf registration statement,
of which this prospectus forms a part.


 


The selling stockholder and
any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the
timing of purchases and sales of any of the shares of Common Stock by the selling stockholder and any other participating person. To the
extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of Common Stock
to engage in market-making activities with respect to the shares of Common Stock. All of the foregoing may affect the marketability of
the shares of Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of
Common Stock.


 


We will pay all expenses of
the registration of the shares of Common Stock pursuant to the registration rights agreement, including, without limitation, Securities
and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided,
however, that the selling stockholder will pay all underwriting discounts and selling commissions, if any and any related legal
expenses incurred by it. We will indemnify the selling stockholder against certain liabilities, including some liabilities under the Securities
Act, in accordance with the registration rights agreement, or the selling stockholder will be entitled to contribution. We may be indemnified
by the selling stockholder against civil liabilities, including liabilities under the Securities Act, that may arise from any written
information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the related registration
rights agreements, or we may be entitled to contribution.


 



    


     


    

 


Annex
B


 


SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE


 


The undersigned holder of
shares of the common stock, par value $0.0001 per share of HOOKIPA Pharma Inc. (the “Company”) issued pursuant to a
certain Stock Purchase Agreement by and between the Company and the Purchaser named therein, dated as of February 15, 2022, understands
that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-3 (the “Resale
Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the
 “Securities Act”), of the Registrable Securities in accordance with the terms of that certain Registration Rights Agreement,
dated as of June 17, 2022, by and among the Company and the Purchaser (the “RRA”). All capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in the RRA.


 


In order to sell or otherwise
dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will
be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”),
deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound
by the provisions of the Agreement (including certain indemnification provisions, as described below). The Holder must complete and deliver
this Notice and Questionnaire in order to be named as selling stockholder in the Prospectus. A Holder of Registrable Securities who
does not complete, execute and return this Notice and Questionnaire within fifteen (15) Trading Days following the date of the RRA (1) will
not be named as selling stockholder in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for
resales of Registrable Securities.


 


Certain legal consequences
arise from being named as selling stockholder in the Resale Registration Statement and the Prospectus. The Holder of Registrable Securities
is advised to consult their own securities law counsel regarding the consequences of being named or not named as selling stockholder in
the Resale Registration Statement and the Prospectus.


 


NOTICE


 


The undersigned holder (the
 “Selling Stockholder”) of Registrable Securities hereby gives notice to the Company of its intention to sell or otherwise
dispose of Registrable Securities owned by it and listed below in Item (3), unless otherwise specified in Item (3), pursuant to the Resale
Registration Statement. The undersigned, by signing and returning this Notice and Questionnaire, understands and agrees that it will be
bound by the terms and conditions of this Notice and Questionnaire and the RRA.


 


The undersigned hereby provides
the following information to the Company and represents and warrants that such information is accurate and complete:


 


QUESTIONNAIRE


 


		1.	Name.



 


	 	(a)	Full Legal Name of Selling Stockholder:
	 	 	 



 



    


     


    

 


	 	(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities
Listed in Item 3 below are held:
	 	 	 



 


	 	(c)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone
or with others has power to vote or dispose of the securities covered by the questionnaire):
	 	 	 



 


2. Address for Notices to Selling Stockholder:


	 
	 
	 
	Telephone:
	 
	Fax:
	 
	Contact
    Person:
	 
	E-mail address of Contact Person:________________________________________________


 


3. Registrable Securities Issuable Pursuant
to the Agreement:


 


		(a)	Type and Number of Registrable Securities:






	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


		(b)	Number of shares of Common Stock to be registered pursuant to this Notice for resale:






	 	 	 
	 	 	 
	 	 	 
	 	 	 





4. Broker-Dealer Status:


 


		(a)	Are you a broker-dealer?



 


Yes  ̈           No  ̈


 



    


     


    

 


		(b)	If “yes” to Section 4(a), did you receive your
Registrable Securities as compensation for investment banking services to the Company?



 


Yes  ̈          No  ̈


 


		Note:	If no, the Commission’s staff has indicated that you should be identified as an underwriter in the
Registration Statement.



 


		(c)	Are you an affiliate of a broker-dealer?



 


Yes  ̈          No  ̈


 


		 	Note:	If yes, provide a narrative explanation below:






	 	 
	 	 
	 	 	 





		(c)	If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities
in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements
or understandings, directly or indirectly, with any person to distribute the Registrable Securities?



 


Yes  ̈          No  ̈


 


		 	Note:	If no, the Commission’s staff has indicated that you should be identified as an underwriter in the
Registration Statement.



 


5. Beneficial Ownership of Other Securities
of the Company Owned by the Selling Stockholder.


 


Except as set forth below in this
Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities
listed above in Item 3.


 


Type and amount
of other securities beneficially owned:


	 	 
	 	 
	 	 	 









6. Relationships with the Company:


 


Except as set forth below, neither the undersigned nor
any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned)
has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during
the past three years.


 


State any exceptions here:


	 	 	 
	 	 	 
	 	 	 






    


     


    

 


7. Plan of Distribution:


 


The undersigned has reviewed the
form of Plan of Distribution attached as Annex A to the RRA, and hereby confirms that, except as set forth below, the information contained
therein regarding the undersigned and its plan of distribution is correct and complete.


 


State any exceptions here:


	 	 	 
	 	 	 
	 	 	 





***********


 


The
undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent
to the date hereof and prior to the effective date of any applicable Resale Registration Statement. All notices hereunder and pursuant
to the RRA shall be made in writing, by hand delivery, confirmed or facsimile transmission, first-class mail or air courier guaranteeing
overnight delivery at the address set forth in the RRA. In the absence of any such notification, the Company shall be entitled to continue
to rely on the accuracy of the information in this Notice and Questionnaire.


 


By signing below, the undersigned consents to
the disclosure of the information contained herein in its answers to Items (1) through (7) above and the inclusion of such information
in the Resale Registration Statement and the Prospectus. The undersigned understands that such information will be relied upon by the
Company in connection with the preparation or amendment of any such Registration Statement and the Prospectus.


 


By
signing below, the undersigned acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions
of the Exchange Act and the rules and regulations thereunder, particularly Regulation M in connection with any offering of
Registrable Securities pursuant to the Resale Registration Statement. The undersigned also acknowledges that it understands that the answers
to this Questionnaire are furnished for use in connection with Registration Statements filed pursuant to the RRA and any amendments or
supplements thereto filed with the Commission pursuant to the Securities Act.


 


The undersigned hereby acknowledges and is advised
of the following Question 239.10 of the Securities Act Rules Compliance and Disclosure Interpretations regarding short selling:


 


“An Issuer filed a Form S-3 registration
statement for a secondary offering of common stock which is not yet effective. One of the selling stockholders wanted to do a short sale
of common stock “against the box” and cover the short sale with registered shares after the effective date. The issuer was
advised that the short sale could not be made before the registration statement become effective, because the shares underlying the short
sale are deemed to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were
effectively sold prior to the effective date.”


 


By returning this Questionnaire, the undersigned
will be deemed to be aware of the foregoing interpretation.


 


I confirm that, to the best of my knowledge and belief, the foregoing
statements (including without limitation the answers to this Questionnaire) are correct.


 



    


     


    

 


IN WITNESS WHEREOF the undersigned, by authority duly given, has caused
this Questionnaire to be executed and delivered either in person or by its duly authorized agent.


 



	Dated:	 	 	Beneficial Owner:	 
	 	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:	 
	 	 	 	 	Title: