Exhibit 4.2





REGISTRATION RIGHTS AGREEMENT



dated as of



November 7, 2017



among



INFLARX N.V.



and



THE SHAREHOLDERS PARTY HERETO


 




     


     


    

TABLE OF CONTENTS


 


Page





ARTICLE 1





Definitions





 


	Section 1.01 . Definitions.	1
	Section 1.02 . Other Definitional and Interpretative Provisions.	4


 


ARTICLE 2





Registration
Rights





	Section 2.01 . Demand Registration. 	5
	Section 2.02 . Piggyback Registration.	7
	Section 2.03 . Shelf Registration.	8
	Section 2.04 . Registration Procedures.	9
	Section 2.05 . Participation In Public Offering.	12
	Section 2.06 . Rule 144 Sales; Cooperation By The Company. 	13


 


ARTICLE 3





Indemnification
and Contribution





	Section 3.01 . Indemnification by the Company. 	13
	Section 3.02 . Indemnification by Participating Shareholders.	13
	Section 3.03 . Undertaking.	14
	Section 3.04 . Liability. 	14
	Section 3.05 . Conduct of Indemnification Proceedings.	14
	Section 3.06 . Contribution.	15


 


ARTICLE 4





Miscellaneous





 


	Section 4.01 . Binding Effect; Assignability; Benefit.	16
	Section 4.02 . Notices.	17
	Section 4.03 . Waiver; Amendment; Termination.	17
	Section 4.04 . Governing Law.	18
	Section 4.05 . Jurisdiction.	18
	Section 4.06 . WAIVER OF JURY TRIAL.	18
	Section 4.07 . Specific Enforcement. 	18
	Section 4.08 . Counterparts; Effectiveness.	18
	Section 4.09 . Entire Agreement.	19
	Section 4.10 . Severability.	19
	Section 4.11 . Confidentiality.	19
	Section 4.12 . Independent Nature of Shareholders' Obligations and Rights.	20




     


     


    

	Exhibit A	Joinder Agreement









     


     


    



 





REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT dated
as of November 7, 2017 (this “Agreement”) by and among InflaRx N.V., a Dutch public company with limited liability
(the “Company”), and the shareholders listed on the signature pages hereto, as well as any Permitted Transferees
(as defined below).


 


In consideration of the mutual
promises made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:


 


ARTICLE 1





Definitions


 





Section 1.01. Definitions.
(a) The following terms, as used herein, have the following meanings:


 


“Affiliate”
means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with
such Person, provided that no securityholder of the Company shall be deemed an Affiliate of any other securityholder solely
by reason of any investment in the Company, and provided further that “Affiliate” with respect to those Shareholders
that are advisory clients of a Person shall include other funds and accounts managed by such Person. For the purpose of this definition,
the term “control” (including, with correlative meanings, the terms “controlling”, “
controlled by” and “under common control with”), as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise.


 


“Business Day”
means any day except a Saturday, Sunday or other day on which commercial banks in New York City or Amsterdam, the Netherlands are
authorized by law to close.


 


“Common Shares” means
ordinary shares, nominal value €0.12 per share, of the Company and any shares into which such Common Shares may thereafter
be converted or changed (including, without limitation, by way of share dividend, share split, reverse share split, combination,
reclassification or similar change in the capital structure of the Company involving such ordinary shares).


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended.


 


“FINRA” means
the Financial Industry Regulatory Authority (formerly, the National Association of Securities Dealers, Inc.) and any successor
thereto.


 


“First Public Offering” means the
Company’s initial Public Offering.


 




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“Permitted Transferee”
means in the case of any Shareholder, a Person to whom Registrable Securities are Transferred by such Shareholder in accordance
with Section 4.01(b); provided that (i) such Transfer does not violate any agreements between such Shareholder and the Company
or any of the Company’s subsidiaries, (ii) such Transfer is not made in a registered offering or pursuant to Rule 144 and
(iii) such transferee shall only be a Permitted Transferee if and to the extent the transferor designates the transferee as a Permitted
Transferee entitled to rights hereunder pursuant to Section 4.01(b).


 


“Person” means
an individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof.


 


“Public
Offering” means an underwritten public offering of Registrable Securities of the Company pursuant to an effective registration
statement under the Securities Act, other than pursuant to a registration statement on Form S-4, Form F-4 or Form S-8 or any similar
or successor form.


 


“Registrable Securities”
means, at any time, any Common Shares and any other securities issued or issuable by the Company or any of its successors or assigns
in respect of any such Common Shares by way of conversion, exchange, exercise, dividend, split, reverse split, combination, recapitalization,
reclassification, merger, amalgamation, consolidation, sale of assets, other reorganization or otherwise until (i) a registration
statement covering such Common Shares or such other securities has been declared effective by the SEC and such Common Shares or
such other securities have been disposed of pursuant to such effective registration statement, (ii) such Common Shares or such
other securities are sold under circumstances in which all of the applicable conditions of Rule 144 are met or (iii) such Common
Shares or such other securities are eligible for sale by the holder thereof without registration under Rule 144 without volume
limitation during a three-month period.


 


“Registration Expenses”
means any and all expenses incident to the performance of, or compliance with, any registration or marketing of Registrable Securities,
including all (i) registration and filing fees, and all other fees and expenses payable in connection with the listing of securities
on any securities exchange or automated interdealer quotation system, (ii) fees and expenses of compliance with any securities
or “blue sky” laws (including reasonable and documented fees and disbursements of counsel in connection with “blue
sky” qualifications of the securities registered), (iii) expenses in connection with the preparation, printing, mailing and
delivery of any registration statements, prospectuses and other documents in connection therewith and any amendments or supplements
thereto, (iv) security engraving and printing expenses, (v) internal expenses of the Company (including all salaries and expenses
of its officers and employees performing legal or accounting duties), (vi) reasonably incurred fees and disbursements of counsel
for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including


 




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the expenses relating to any comfort letters or costs associated
with the delivery by independent certified public accountants of any comfort letters requested pursuant to Section 2.04(g)), (vii)
reasonable fees and expenses of any special experts retained by the Company in connection with such registration, (viii) reasonably
incurred fees and disbursements of one counsel for all of the Shareholders participating in the offering selected by the Shareholders
holding the majority of the Registrable Securities to be sold in the offering for the account of all Shareholders in the offering,
(ix) fees and expenses in connection with any review by FINRA of the underwriting arrangements or other terms of the offering,
and all fees and expenses of any “qualified independent underwriter,” including the reasonable and documented fees
and expenses of any counsel thereto, (x) reasonable fees and disbursements of underwriters customarily paid by issuers or sellers
of securities, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities
and covered fees (other than pursuant to clause (ix) hereof), (xi) costs of printing and producing any agreements among underwriters,
underwriting agreements, any “blue sky” or legal investment memoranda and any selling agreements and other documents
in connection with the offering, sale or delivery of the Registrable Securities, (xii) transfer agents’ and registrars’
fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering and (xiii)
expenses relating to any analyst or investor presentations or any “road shows” undertaken in connection with the registration,
marketing or selling of the Registrable Securities. Except as set forth in clause (viii) above, Registration Expenses shall not
include any out-of-pocket expenses of the Shareholders (or the agents who manage their accounts). For the avoidance of doubt, Registration
Expenses shall not include any underwriting fees, discounts, commissions or taxes attributable to the sale of Registrable Securities.


 


“Rule 144” means
Rule 144 (or any successor or similar provisions) under the Securities Act.


 


“SEC” means the Securities and Exchange
Commission.


 


“Securities Act” means the Securities
Act of 1933, as amended.


 


“Shareholder”
means at any time, any Person (other than the Company) who shall then be a party to or bound by this Agreement, so long as such
Person shall “beneficially own” (as such term is defined in Rule 13d-3 of the Exchange Act) any Registrable Securities.


 


“Transfer” means,
with respect to any Registrable Securities, (i) when used as a verb, to sell, assign, dispose of, exchange, pledge, encumber, hypothecate
or otherwise transfer such Registrable Securities or any participation or interest therein, whether directly or indirectly, or
agree or commit to do any of the foregoing and (ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange,
pledge, encumbrance, hypothecation, or other transfer of


 




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such Registrable Securities or any participation or
interest therein or any agreement or commitment to do any of the foregoing.


 


(b) Each of the following terms
is defined in the Section set forth opposite such term:


 


	Term	Section
	Agreement	Preamble
	Company	Preamble
	Damages	3.01
	Demand Notice	2.01(a)
	Demand Registration	2.01(a)
	Indemnified Party	3.05
	Indemnifying Party	3.05
	Initial Requesting Shareholders	2.01(a)
	Initial Shelf Requesting Shareholders	2.03
	Joinder Agreement	4.01(b)
	Maximum Offering Size	2.01(e)
	Notice	4.02
	Piggyback Registration	2.02(a)
	Requesting Shareholder	2.01(a)
	Shelf Registration	2.03
	Shelf Requesting Shareholder	2.03
	Underwritten Takedown	2.03



 

Section 1.02. Other Definitional and
Interpretative Provisions. The words “hereof”, “herein” and “hereunder” and words of like
import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The
captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.
References to Articles, Sections or Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified.
All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth
in full herein. Any capitalized term used in any Exhibit but not otherwise defined therein shall have the meaning as defined in
this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever
the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed
to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words
of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of
reproducing words (including electronic


 




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media) in a visible form. References to any agreement or contract
are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and
thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date
mean, unless otherwise specified, from and including or through and including, respectively.


 


ARTICLE 2





Registration
Rights


 





Section 2.01. Demand Registration.
(a) If at any time after 180 days following the completion of the First Public Offering, the Company shall receive a request from
a Shareholder or group of Shareholders, in each case holding at least 40% of the outstanding Registrable Securities (the requesting
Shareholder(s) shall be referred to herein as the “Initial Requesting Shareholders”), that the Company effect
the registration under the Securities Act of all or any portion of such Initial Requesting Shareholder’s Registrable Securities,
and specifying the intended method of disposition thereof, then the Company shall give notice (a “Demand Notice”)
of such requested registration (each such request shall be referred to herein as a “Demand Registration”) to
the other Shareholders, which notice shall be given not later than five Business Days prior to the anticipated filing date of the
registration statement relating to such Demand Registration. Such other Shareholders may, upon notice received by the Company no
later than two Business Days after the date of notice of a Demand Registration, request that the Company also effect the registration
under the Securities Act of all or any portion of each such other Shareholder’s Registrable Securities (such other requesting
Shareholders, together with the Initial Requesting Shareholder(s), shall be referred to herein as the “Requesting Shareholders”).
Thereafter, subject to the restrictions in Section 2.01(e), the Company shall use commercially reasonable efforts to effect the
registration under the Securities Act of all Registrable Securities for which the Requesting Shareholders have requested registration
under this Section 2.01 to the extent necessary to permit the disposition of the Registrable Securities so to be registered (in
accordance with the intended methods thereof as aforesaid), provided that the Company shall be permitted to effect the registration
under the Securities Act of any securities other than the Registrable Securities (including for the benefit of Persons not party
to this Agreement) as part of any Demand Registration; provided further that the Company shall not be obligated to effect
a Demand Registration unless the aggregate gross proceeds expected to be received from the sale of the Registrable Securities requested
to be included in such Demand Registration equals or exceeds $20,000,000 or such lesser amount that constitutes all of the Requesting
Shareholder’s Registrable Securities (provided that such lesser amount is at least $10,000,000). In no event shall the Company
be required to effect (i) more than one Demand Registration hereunder within any six-month period or (ii) any Demand Registration
if, at the time of such request, six or more Demand


 




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Registrations and Underwritten Takedowns (as defined
below) have previously been effected ((i) and (ii) hereinafter collectively referred to as the “Demand Registration Limitations”).


 


(b)          
At any time prior to the effective date of the registration statement relating to a Demand Registration, a Shareholder may
withdraw from the related registration by providing written notice to the Company. If sufficient Registrable Securities are so
withdrawn such that the number of Registrable Securities to be included in such Demand Registration does not meet the applicable
threshold required for such Demand Registration pursuant to Section 2.01(a), the Company may cease all efforts to effect such Demand
Registration, and upon the Company ceasing all efforts to effect registration, such Demand Registration shall be deemed revoked.
A request, so revoked, shall be considered to be a Demand Registration for purposes of the Demand Registration Limitations unless
(i) such revocation arose out of the fault of the Company or (ii) the Requesting Shareholders reimburse the Company for all Registration
Expenses (other than the expenses set forth under clause (v) of the definition of the term Registration Expenses) incurred prior
to such revocation, pro rata among such Requesting Shareholders on the basis of the number of Registrable Securities of such Requesting
Shareholders that were to be included in such revoked Demand Registration.


 


(c)          
The Company shall be liable for and shall pay all Registration Expenses in connection with any Demand Registration, regardless
of whether such registration is effected, unless the Requesting Shareholders elect to pay such Registration Expenses as described
in the last sentence of Section 2.01(b).


 


(d)          
A Demand Registration shall not be deemed to have occurred (other than as provided in (b)) unless the registration statement
relating thereto (i) has become effective under the Securities Act and (ii) has remained effective for a period of at least 30
days (or such shorter period in which all Registrable Securities of the Requesting Shareholders included in such registration have
actually been sold thereunder).


 


(e)          
If a Demand Registration involves a Public Offering and the managing underwriter advises the Company and the Requesting
Shareholder that, in its view, the number of shares of Registrable Securities requested to be included in such registration (including
any securities that the Company proposes to be included that are not Registrable Securities) exceeds the largest number of shares
that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Maximum
Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering
Size:


 


(i)          
first, all Registrable Securities requested to be included in such registration by all Requesting Shareholders (allocated, if necessary
for the offering not to exceed the Maximum Offering Size, pro rata among


 




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such Shareholders on the basis of the relative number
of Registrable Securities so requested to be included in such registration by each such Shareholder, and


 


(ii) second, any securities
proposed to be registered by the Company (including for the benefit of any other Persons not party to this Agreement).


 


(f) Upon notice to the Requesting
Shareholders, the Company may postpone effecting a Demand Registration on two occasions during any period of twelve consecutive
months for a reasonable time specified in the notice but not exceeding 90 days in the aggregate in any period of twelve consecutive
months, if


 


(i) the Company reasonably determines in good faith that effecting
the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then
been commenced, or (ii) the Company is in possession of material non-public information the disclosure of which during the period
specified in such notice the Company reasonably believes would not be in the best interests of the Company.


 


Section 2.02. Piggyback Registration.
(a) If at any time later than 180 days after the Initial Public Offering the Company proposes to register any Common Shares under
the Securities Act (other than (i) a Shelf Registration, which will be subject to the provisions of Section 2.03; provided that
any Underwritten Takedown will be subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 or S-4, or any successor
or similar forms, relating to Common Shares issuable upon exercise of employee stock options or in connection with any employee
benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person),
whether or not for sale for its own account, the Company shall each such time give prompt notice at least two Business Days prior
to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall
set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in
such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered
as each such Shareholder may request (a “Piggyback Registration”). Any such Shareholder may, within two Business
Days after the receipt of notice from the Company, request that the Company also effect the registration under the Securities Act
of all or any portion of such Shareholder’s Registrable Securities. Thereafter, subject to the provisions of Section 2.02(b),
the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities
that the Company has been so requested to register by all such Shareholders, to the extent necessary to permit the disposition
of the Registrable Securities so to be registered, provided that (A) if such registration involves a Public Offering, all
such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters
selected as provided in Section 2.05(f) on the same terms and conditions as apply to the Company, and (B) if, at any time after
giving notice of its intention to


 




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register any Common Shares pursuant to this Section
2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall
determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon,
shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration
effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required
by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses
in connection with each Piggyback Registration.


 


(b) If a Piggyback Registration
involves a Public Offering and the managing underwriter advises the Company that, in its view, the number of Shares that the Company
and such Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such
registration, in the following priority, up to the Maximum Offering Size:


 


(i)          
first, so much of the Common Shares proposed to be registered for the account of the Company, as would not cause the offering
to exceed the Maximum Offering Size,


 


(ii)          
second, all Registrable Securities requested to be included in such registration by any Shareholders pursuant to this Section 2.02
(allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis
of the relative number of shares of Registrable Securities so requested to be included in such registration by each such Shareholder,
and


 


(iii)          
third, any securities proposed to be registered for the account of any other Persons with such priorities among them as
the Company shall determine.


 


Section 2.03. Shelf Registration.
(a) At any time after the first anniversary of the First Public Offering, if the Company is eligible to use Form F-3 or Form S-3,
a Shareholder or group of Shareholders, in each case holding at least 20% of the Registrable Securities (the requesting Shareholder(s)
shall be referred to herein as the “Initial Shelf Requesting Shareholders”), may request the Company to effect
a registration of some or all of the Registrable Securities held by such Initial Shelf Requesting Shareholders under a Registration
Statement pursuant to Rule 415 under the Securities Act (or any successor or similar rule) (a “Shelf Registration”).
The Company shall give notice of such requested Shelf Registration to the other Shareholders at least two Business Days prior to
the anticipated filing date of the registration statement relating to such Shelf Registration. Such other Shareholders may, upon
notice received by the Company no later than two Business Days after the date of the notice of a Shelf Registration, request that
the Company also effect a registration of some or all of the Registrable Securities held by such other Shareholders (such other
requesting


 




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Shareholders, together with the Initial Shelf Requesting Shareholders,
the “Shelf Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.01(e),
the Company shall use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities
for which the Shelf Requesting Shareholders have requested registration under this Section 2.03 to the extent necessary to permit
the disposition of the Registrable Securities so to be registered on such Shelf Registration, provided that the Company
shall be permitted to effect the registration under the Securities Act of any securities other than the Registrable Securities
(including for the benefit of Persons not party to this Agreement) as part of any Shelf Registration. The Company shall only be
required to effectuate one Public Offering from such Shelf Registration (an “Underwritten Takedown”) within
any six-month period, which offering shall be deemed a Demand Registration for purposes of the Company’s obligation to effect
no more than six Demand Registrations in the aggregate as set forth in Section 2.01(a).


 


(b) The provisions of Section 2.01
shall apply mutatis mutandis to each Underwritten Takedown except as otherwise provided in this Section 2.03, with references
to “filing of the registration statement” or “effective date” being deemed references to filing of a prospectus
or supplement for such offering, references to “registration” being deemed references to the offering, references to
“Demand Registration” being deemed references to “Shelf Registration” or “Underwritten Takedown”
as applicable and references to “Requesting Shareholders” being deemed references to “Shelf Requesting Shareholders”;
provided that Shelf Requesting Shareholders shall only include Shareholders whose Registrable Securities are included in
such Shelf Registration or may be included therein without the need for an amendment to such Shelf Registration (other than an
automatically effective amendment). So long as the Shelf Registration is effective, no Shareholder may request any Demand Registration
pursuant to Section 2.01 with respect to Registrable Securities that are registered or registrable without the need for an amendment
(other than an automatically effective amendment) on such Shelf Registration.


 


Section 2.04. Registration Procedures.
Whenever Shareholders request that any Registrable Securities be registered pursuant to Section 2.01, 2.02, or 2.03, subject to
the provisions of such Sections, the Company shall use commercially reasonable efforts to effect the registration and the sale
of such Registrable Securities in accordance with the intended method of disposition thereof as promptly as practicable, and, in
connection with any such request:


 


(a) The Company shall use commercially
reasonable efforts to prepare and file with the SEC within 120 days of such request or such later date as necessary to comply with
applicable law, a registration statement on any form for which the Company then qualifies or that counsel for the Company shall
deem appropriate and which form shall be available for the sale of the Registrable


 




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Securities to be registered thereunder in accordance
with the intended method of distribution thereof, and use commercially reasonable efforts to cause such filed registration statement
to become and remain effective for a period of not less than 30 days, or in the case of a Shelf Registration, three years (or such
shorter period in which all of the Registrable Securities of the Shareholders included in such registration statement shall have
actually been sold thereunder or cease to be Registrable Securities).


 


(b)          
Prior to filing a registration statement or prospectus or any amendment or supplement thereto (other than any report filed pursuant
to the Exchange Act that is incorporated by reference therein), the Company shall, if requested, furnish to each participating
Shareholder and each underwriter, if any, of the Registrable Securities covered by a registration statement or prospectus or any
amendments or supplements thereto copies of such registration statement, prospectus, amendment or supplement in the form as proposed
to be filed, and thereafter the Company shall furnish to such Shareholder and underwriter, if any, such number of copies of such
registration statement, prospectus, amendment and supplement (in each case excluding all exhibits thereto and documents incorporated
by reference therein unless specifically requested), the prospectus included in such registration statement (including each preliminary
prospectus and any summary prospectus) and any other prospectus filed under Rule 424, Rule 430A, Rule 430B or Rule 430C under the
Securities Act as such Shareholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such Shareholder.


 


(c)          
After the filing of the registration statement, the Company shall (i) cause the related prospectus to be supplemented by any required
prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the
provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement
during the applicable period in accordance with the intended methods of disposition by the Shareholders thereof set forth in such
registration statement or supplement to such prospectus and (iii) promptly notify each Shareholder holding Registrable Securities
covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission and
take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.


 


(d)          
The Company shall use commercially reasonable efforts to register or qualify the Registrable Securities covered by such registration
statement under such other securities or “blue sky” laws of such jurisdictions in the United States as any Shareholder
holding such Registrable Securities reasonably (in light of such Shareholder’s intended plan of distribution) requests; provided
that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise
be required to qualify but for this Section 2.04(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to
general service of process in any such jurisdiction.


 




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(e)          
The Company shall as promptly as practicable notify each Shareholder holding such Registrable Securities covered by such registration
statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence
of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein not misleading and promptly prepare and make available
to each such Shareholder and file with the SEC any such supplement or amendment.


 


(f)          
The Company shall have the right, in its sole discretion, to select an underwriter or underwriters in connection with any
Public Offering resulting from any exercise of a Demand Registration or Underwritten Takedown. In connection with any Public Offering,
the Company shall enter into customary agreements (including an underwriting agreement in customary form) and take such all other
actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities in any such
Public Offering, including if necessary in the judgment of Company counsel, the engagement of a “qualified independent underwriter”
in connection with the qualification of the underwriting arrangements with FINRA.


 


(g)          
In connection with any Public Offering, the Company shall use commercially reasonable efforts to furnish to each underwriter, if
any, a signed counterpart, addressed to such underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort
letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters
of the kind customarily covered by opinions or comfort letters, as the case may be, as the managing underwriter(s) therefor reasonably
requests.


 


(h)          
The Company shall use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC and make available
to its security holders, as soon as reasonably practicable, an earning statement or such other document covering a period of 12
months, beginning within three months after the effective date of the registration statement, which earning statement satisfies
the requirements of Rule 158 under the Securities Act.


 


(i)          
The Company may require each Shareholder promptly to furnish in writing to the Company such information regarding the distribution
of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally
required in connection with such registration. In connection with a Shelf Registration, any Shareholder that does not provide such
information within two Business Days of a request by the Company may have its Registrable Securities excluded from such Shelf Registration.


 




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(j)          
Each Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described
in Section 2.04(e), such Shareholder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration
statement covering such Registrable Securities until such Shareholder’s receipt of the copies of the supplemented or amended
prospectus contemplated by Section 2.04(e), and, if so directed by the Company, such Shareholder shall deliver to the Company all
copies, other than any permanent file copies then in such Shareholder’s possession, of the most recent prospectus covering
such Registrable Securities at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend
the period during which such registration statement shall be maintained effective (including the period referred to in Section
2.04(a)) by the number of days during the period from and including the date of the giving of notice pursuant to Section 2.04(e)
to the date when the Company shall make available to such Shareholder a prospectus supplemented or amended to conform with the
requirements of Section 2.04(e).


 


(k)          
The Company shall use commercially reasonable efforts to list all Registrable Securities sold pursuant to an offering conducted
pursuant to this Agreement on any securities exchange or quotation system on which the Common Shares are then listed or traded.


 


(l)          
In any Public Offering conducted pursuant to a Demand Registration, the Company shall have appropriate officers of the Company
(i) be available to prepare and make presentations at any “road shows” and before analysts and (ii) otherwise use their
reasonable efforts to cooperate as reasonably requested by the underwriters in the offering, marketing or selling of the Registrable
Securities.


 


(m)          
Each Shareholder agrees that, in connection with any offering conducted pursuant to this Agreement, it will not prepare
or use or refer to, any “free writing prospectus” (as defined in Rule 405 of the Securities Act) without the prior
written authorization of the Company (which authorization shall not be unreasonably withheld) and will not distribute any written
materials in connection with the offer or sale of the Registrable Securities pursuant to any Public Offering conducted hereunder
other than the prospectus and any such free writing prospectus so authorized.


 


Section 2.05. Participation In Public
Offering. No Shareholder may participate in any Public Offering hereunder unless such Shareholder (a) agrees to sell such Shareholder’s
Registrable Securities on the basis provided in any underwriting arrangements approved by the Company and consistent with the provisions
of this Agreement and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents consistent with the provisions of this Agreement and reasonably required under the terms of such underwriting arrangements
and the provisions of this Agreement in respect of registration rights.


 




    12 


     


    

Section 2.06. Rule 144 Sales;
Cooperation By The Company. If any Shareholder shall transfer any Registrable Securities pursuant to Rule 144, the Company
shall cooperate, to the extent commercially reasonable, with such Shareholder and shall provide to such Shareholder such information
as such Shareholder shall reasonably request. Without limiting the foregoing, the Company shall at any time after any of the Company’s
Common Shares are registered under the Securities Act or the Exchange Act: (i) make and keep available public information, as
those terms are contemplated by Rule 144; (ii) timely file with the SEC all reports and other documents required to be filed under
the Securities Act and the Exchange Act; and (iii) furnish to each Shareholder forthwith upon request a written statement by the
Company as to its compliance with the reporting requirements of the Securities Act and the Exchange Act, a copy of the most recent
annual or quarterly report of the Company, and such other information as such Shareholder may reasonably request in order to avail
itself of any rule or regulation of the SEC allowing such Shareholder to sell any Registrable Securities without registration.


 


ARTICLE 3





Indemnification
and Contribution


 





Section 3.01. Indemnification by the
Company. The Company agrees to indemnify and hold harmless each Shareholder holding Registrable Securities covered by a registration
statement, and all officers, directors and employees of such Shareholder, and each Person, if any, who controls such Shareholder
within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims,
damages, liabilities and expenses (including reasonable and documented expenses of investigation and reasonable and documented
attorneys’ fees and expenses) (collectively, “Damages”) caused by or relating to any untrue statement
or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable
Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary
prospectus, or caused by or relating to 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, except insofar as such Damages are caused by or related to
any such untrue statement or omission or alleged untrue statement or omission so made based upon information furnished in writing
to the Company by such Shareholder or on such Shareholder’s behalf expressly for use therein. The Company also agrees to
indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters
within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that
of the indemnification of the Shareholders provided in this Section 3.01.


 


Section 3.02. Indemnification
by Participating Shareholders. (a) Each Shareholder holding Registrable Securities covered by a registration statement


 




    13 


     


    

agrees, severally but not jointly, to indemnify and
hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity from the Company to such
Shareholder provided in Section 3.01, but only with respect to information furnished in writing by such Shareholder or on such
Shareholder’s behalf relating to such Shareholder or the Registrable Securities held by it expressly for use in any registration
statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus.
Each such Shareholder also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers and
directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 3.02.


 


Section 3.03. Undertaking.
As a condition to including Registrable Securities in any registration statement filed in accordance with Article 2, the Company
may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold
it harmless to the extent customarily provided by underwriters with respect to similar securities


 


Section 3.04. Liability. No Shareholder
shall be liable for indemnification obligations under Section 3.02 for any Damages in excess of the net proceeds realized by such
Shareholder in the sale of Registrable Securities of such Shareholder to which such Damages relate.


 


Section 3.05. Conduct of Indemnification
Proceedings. If any proceeding (including any governmental investigation) shall be brought or asserted against any Person
in respect of which indemnity may be sought pursuant to Section 3.01 or 3.02 such Person (an “Indemnified Party”)
shall promptly notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing
and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such
Indemnified Party, and shall assume the payment of all reasonable and documented fees and expenses, provided that the failure
of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder
except to the extent that the Indemnifying Party is materially prejudiced by such failure to notify. In any such proceeding, any
Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Party unless (a) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention
of such counsel or (b) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interests between them, including one or more defenses or counterclaims
that are different from or in addition to those available to the Indemnifying Party. It is understood that, in connection with
any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable


 




    14 


     


    

and documented fees and expenses of more than one separate
firm of attorneys (in addition to one local counsel per jurisdiction) at any time for all such Indemnified Parties, and that all
such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties,
such firm shall be designated in writing by the Indemnified Parties. The Indemnifying Party shall not be liable for any settlement
of any proceeding effected without its written consent, but if settled with such consent, or if there be a final judgment for the
plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability
(to the extent stated above) by reason of such settlement or judgment. Without the prior written consent of the Indemnified Party,
no Indemnifying Party shall effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party
is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement
includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.


 


Section 3.06. Contribution. (a)
If the indemnification provided for in Section 3.01 or 3.02 is unavailable to the Indemnified Parties in respect of any Damages,
then each Indemnifying Party, in lieu of indemnifying the Indemnified Parties, shall contribute to the amount paid or payable by
such Indemnified Party, 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 Damages 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 Damages 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 Sections 3.01 or 3.02 was available to such party in accordance with its terms.


 


(b) The parties
hereto agree that it would not be just and equitable if contribution pursuant to this Section 3.06 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 3.06, no Shareholder shall be required to contribute,
in the aggregate, any amount in excess of the amount by which the proceeds actually received by such Shareholder from the sale
of the Registrable Securities subject to the proceeding exceeds the amount of any damages that such Shareholder has otherwise
been required to pay by reason of


 




    15 


     


    

such untrue or alleged untrue statement or omission
or alleged omission, except in the case of fraud by such Shareholder. Each Shareholder’s obligation to contribute pursuant
to this Section 3.06 is several in the proportion that the proceeds of the offering received by such Shareholder bears to the total
proceeds of the offering received by all such Shareholders and not joint. 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 Article 3 are in addition to any liability
that the Indemnifying Parties may have to the Indemnified Parties.


 


ARTICLE 4





Miscellaneous





 


Section 4.01. Binding Effect;
Assignability; Benefit. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective
heirs, successors, legal representatives and permitted assigns. Any Shareholder that ceases to own beneficially any Registrable
Securities shall cease to be bound by the terms hereof (other than (i) the provisions of Article 3 applicable to such Shareholder
with respect to any offering of Registrable Securities completed before the date such Shareholder ceased to own any Registrable
Securities and (ii) this Article 4).


 


(b)          
Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable
by any party hereto pursuant to any Transfer of Registrable Securities or otherwise, except that each Shareholder may assign all
or any portion of its rights hereunder to any Permitted Transferee of such Shareholder with respect to not less than 5% of the
outstanding Common Shares at the time of such transfer; provided, however, that no such minimum share assignment
requirement shall be necessary for an assignment by a Shareholder which is a (i) partnership to its partners in accordance with
their partnership interests, (ii) a limited liability company to its members in accordance with their interests in the limited
liability company, (iii) a corporation to its stockholders in accordance with their interests in the corporation or (iv) to an
Affiliate of such Shareholder. Any such Permitted Transferee must (unless already bound hereby) execute and deliver to the Company
an agreement to be bound by this Agreement in the form of Exhibit A hereto (a “Joinder Agreement”) and shall
thenceforth be a “Shareholder.” Any such transfer to a Permitted Transferee must be in compliance with the Securities
Act and any other applicable securities “blue sky” laws.


 


(c)          
Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and
their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities
under or by reason of this Agreement.


 




    16 


     


    

Section 4.02. Notices. All
notices, requests and other communications (each, a “Notice”) to any party shall be in writing and shall be
delivered in person, mailed by certified or registered mail, return receipt requested, or sent by facsimile transmission or email
transmission,


 


if to the Company to:


 


InflaRx N.V.





Winzerlaer Str. 2


 


07745 Jena, Germany





Attention: Niels Riedemann, Chief Executive Officer 


Email: Niels.Riedemann@inflarx.de


 


with a copy to:


 


Davis Polk & Wardwell LLP


450 Lexington Avenue





New York, New York 10017


Attention: Sophia Hudson


Fax: (212) 701-4762 


Email: sophia.hudson@davispolk.com


 


if to any Shareholder, at the address
for such Shareholder listed on the signature pages below or otherwise provided to the Company as set forth below.


 


Any Notice shall be deemed received
on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business
Day in the place of receipt. Otherwise, such Notice shall be deemed not to have been received until the next succeeding Business
Day in the place of receipt. Any Person that becomes a Shareholder after the date hereof shall provide its address, fax number
and email address to the Company.


 


Section 4.03. Waiver; Amendment; Termination.
(a) The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given without the written consent of the Company and
holders of a majority of the Registrable Securities; provided, however, that in no event shall the obligations of any holder of
Registrable Securities be materially increased or the rights of any Stockholder be adversely affected (without similarly adversely
affecting the rights of all Stockholders), except upon the written consent of such holder. Notwithstanding the foregoing, a waiver
or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of holders of Registrable
Securities whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect
the rights of other holders of Registrable Securities may be given by holders of at least a majority of the Registrable Securities
being sold by such holders pursuant to such Registration Statement.


 




    17 


     


    

(b) This Agreement
shall terminate upon the earlier to occur of (i) the fifth anniversary of the First Public Offering and (ii) the date on which
there are no remaining Registrable Securities held by the Shareholders party hereto.


 


Section 4.04. Governing Law.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without
regard to the conflicts of laws rules of such state.


 


Section 4.05. Jurisdiction. The
parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out
of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any state or federal court
in The City of New York, Borough of Manhattan, so long as one of such courts shall have subject matter jurisdiction over such suit,
action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction
of business in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and
of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent
permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding
in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient
forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without
the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as
provided in Section 4.02 shall be deemed effective service of process on such party.


 


Section 4.06. WAIVER OF JURY
TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING
OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 4.07. Specific Enforcement.
Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement
would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond or furnishing other
security, and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form
of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that
may then be available.


 


Section 4.08. Counterparts;
Effectiveness. This Agreement may be executed (including by facsimile or other electronic image scan transmission) with counterpart
signature pages or in any number of counterparts, each of which shall be deemed to be an original, and all of which shall, taken
together, be considered one and the same agreement, it being understood that each party need


 




    18 


     


    

not sign the same counterpart. This Agreement shall
become effective when each party hereto shall have executed and delivered this Agreement. Until and unless each party has executed
and delivered this Agreement, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether
by virtue of any other oral or written agreement or other communication).


 


Section 4.09. Entire Agreement.
This Agreement constitutes the entire agreement and understanding among the parties hereto with respect to the subject matter of
this Agreement and supersedes all prior and contemporaneous agreements and understandings, both oral and written, among the parties
hereto with respect to the subject matter hereof.


 


Section 4.10. Severability. If any
term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination,
the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely
as possible in an acceptable manner so that the transactions contemplated hereby be consummated as originally contemplated to the
fullest extent possible.


 


Section 4.11. Confidentiality.
Each Shareholder agrees that it will use, and will cause each of its affiliates, and each of its and their respective partners,
members, managers, shareholders, directors, officers, employees and agents (collectively, “Agents”) to use,
all commercially reasonable efforts to maintain the confidentiality of all confidential information disclosed to it by the Company
and identified in writing as confidential and will not, without the prior written consent of the Company, use such confidential
information other than in connection with the transactions contemplated herein. The foregoing shall not apply to confidential information
that (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 4.11 by such Shareholder),
(b) is or has been independently developed or conceived by the Shareholder without use of the Company’s confidential information,
or (c) is or has been made known or disclosed to the Shareholder by a third party without a breach of any obligation of confidentiality
such third party may have to the Company; provided, however, that any Shareholder may disclose confidential information (i) to
its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection
with monitoring its investment in the Company and for the purpose of evaluating its investment in the Company; (ii) to any prospective
purchaser of any Registrable Securities from such Shareholder, if such prospective purchaser is not a competitor to the Company
(as determined in good faith by the Company’s Board of Directors) and agrees to be bound by the provisions of this Section
4.11; (iii) to a member, partner, stockholder or wholly owned subsidiary of such Shareholder in the


 




    19 


     


    

ordinary course of business, provided that such Shareholder
informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information;
or (iv) as may otherwise be required by law. Each Shareholder further agrees that any notice received pursuant to this Agreement,
including any notice of a proposed public offering, postponement of an offering or other similar notice regarding the Company’s
securities, is confidential information and that any trading in securities of the Company following receipt of such information
may only be done in compliance with all applicable securities laws. Notwithstanding anything to the contrary contained in this
Section 4.11, any Shareholder or any Shareholder’s partner, member, investment manager, subsidiary or parent may identify
only the Company and the value of such Shareholder’s security holdings in the Company (and not, for the avoidance of doubt,
other confidential information with respect to the Company’s business) without prior notice to or consent from the Company
and such Shareholder shall otherwise comply with the confidentiality obligations set forth in this Section 4.11.


 


Section 4.12. Independent Nature of
Shareholders' Obligations and Rights. The obligations of each Shareholder hereunder are several and not joint with the obligations
of any other Shareholder hereunder, and no Shareholder shall be responsible in any way for the performance of the obligations of
any other Shareholder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no
action taken by any Shareholder pursuant hereto or thereto, shall be deemed to constitute the Shareholders as a partnership, an
association, a joint venture or any other kind of entity, or create a presumption that the Shareholders are in any way acting in
concert with respect to such obligations or the transactions contemplated by this Agreement. Each Shareholder shall be entitled
to protect and enforce its rights, including the rights arising out of this Agreement, and it shall not be necessary for any other
Shareholder to be joined as an additional party in any proceeding for such purpose.


 


[Signature pages follow.]


 




    20 


     


    

IN WITNESS WHEREOF, the parties hereto
have duly executed this Agreement or have caused this Agreement to be duly executed by their respective authorized officers as
of the day and year first above written.


 





	 	INFLARX N.V.
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Niels Riedemann
	 	 	Name:	Niels Riedemann
	 	 	Title:	Chief Executive Officer







 





 


[Signature page to the Registration Rights Agreement]


 




    21 


     


    

 





	 	Prof. Dr. Niels Riedemann
	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing







 





	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:










 




    22 


     


    

 





	 	Prof. Dr. Renfeng Guo
	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing







 





	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:


 





 




    23 


     


    




	 	Nicolas Fulpius


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:







    24 


     


    




 





 


	 	Arnd Christ


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 




    25 


     


    




 





 


	 	University of Michigan


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 




    26 


     


    




 





 


	 	Mark Kübler


 




	 	 	 	 
	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 




    27 


     


    




 


 


	 	Rolf Kübler


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




    28 


     


    




 


 


	 	Ammann Group Holding AG


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




    29 


     


    







 


	 	Private Equity Thüringen GmbH &
Co. KG


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




    30 


     


    




 





 


	 	Private Equity Thüringen
GmbH & Co.

                    Zweite Beteiligungen KG




 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




    31 


     


    




 


 


	 	Prof. Dr. Konrad Reinhart


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




    32 


     


    




 


 


	 	Kamalaka Enterprises Limited


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




    33 


     


    




 


 


	 	Cabita Investments Limited


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




    34 


     


    




 


 


	 	Carla Comelli


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




    35 


     


    




 





 


	 	Staidson Hong Kong Investment
Company Limited




 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




    36 


     


    




 


 


	 	Metall Zug AG


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




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	 	Guillermo Francisco Vogel Hinojosa


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




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	 	Angel Servando Sosa Hurtado


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:


 





[Signature page to the Registration Rights Agreement]


 




    39 


     


    




 


 


	 	Daniel Pérez Gil de Hoyos


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




    40 


     


    




 





 


	 	Mita Maria Paola Castiglioni Grassi


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




    41 


     


    




 


 


	 	Marco Simeoni


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




    42 


     


    




 


 


	 	Philippe Real


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




    43 


     


    




 


 


	 	Pierre-Alain Racine


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




    44 


     


    




 


 


	 	DocEpsilon LLC


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


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    45 


     


    

 


	 	Romaria Investment Corp.


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




    46 


     


    

 


	 	Philippe Meyer


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




    47 


     


    

 


	 	Mulberry Invest AG


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




    48 


     


    




 


	 	Blackwell Partners LLC – Series A


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




    49 


     


    







 


	 	RA Capital Healthcare Fund, L.P.


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




    50 


     


    




 





 


	 	BCLS Investco, L.P.


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




    51 


     


    







 


	 	Cormorant Private Healthcare Fund I LP


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




    52 


     


    




 


	 	Cormorant Global Healthcare
Master Fund LP




 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




    53 


     


    

 


	 	CRMA SPV L.P.


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




    54 


     


    




 


	 	BlackRock Health Sciences
Opportunities

                    Portfolio, a series of BlackRock Funds




 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




    55 


     


    




 


	 	BlackRock Health Sciences Trust


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




    56 


     


    




 


 


	 	BlackRock Health Sciences
Master Unit Trust




 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ J.J. van de Winckel
	 	 	Name:	J.J. van de Winckel
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




    57 


     


    




 





 


	 	KfW Anstalt des öffentlichen Rechts


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ M.
Rojahn
	 	 	Name:	M.
Rojahn
	 	 	Title:	attorney-in-writing


 


 








	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




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	 	InflaRx GmbH


 




	 	 	 	 
	 	 	 	 
	 	By:	/s/ Marvin
Singh
	 	 	Name:	Marvin
Singh
	 	 	Title:	attorney-in-writing


 


 


 





	 	Address for Notices:
	 	Address:
	 	 
	 	Fax number:
	 	Email address:





 


[Signature page to the Registration Rights Agreement]


 




    59 


     


    

EXHIBIT A


 


JOINDER TO REGISTRATION RIGHTS AGREEMENT


 


This Joinder Agreement (this “
Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”)
in accordance with the Registration Rights Agreement dated as of November 7, 2017 (as the same may be amended from time to time,
the “Registration Rights Agreement”), by and among InflaRx N.V. and the shareholders party thereto listed on
the signature pages, as well as any Permitted Transferees. Capitalized terms used, but not defined, herein shall have the meaning
ascribed to such terms in the Registration Rights Agreement.


 


The Joining Party hereby acknowledges,
agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to the Registration
Rights Agreement as of the date hereof as a Permitted Transferee of a Shareholder thereto, and shall have all of the rights and
obligations of a “Shareholder” thereunder as if it had executed the Registration Rights Agreement. The Joining Party
hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the
Registration Rights Agreement.


 


IN WITNESS WHEREOF, the undersigned
has executed this Joinder Agreement as of the date written below.


 


Date: ___________ ___, ______


 





	 	[NAME OF JOINING PARTY]
	 	 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 


 


 

	 	Address for Notices:
	 	[Address]
	 	[Fax number]
	 	[Email address]







 


 








    60