Exhibit 4.2


 





INVESTORS’ RIGHTS
AGREEMENT


 


This
Investors’ Rights Agreement (this “Agreement”), is made as of the 7th day of May, 2018,
by and among Incysus Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors
listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, each of
the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”
and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section
6.9 hereof.


 


Recitals


 


Whereas,
the Company and the Investors are parties to that certain Series A Preferred Stock Purchase Agreement of even date herewith (the
 “Purchase Agreement”); and


 


Whereas,
in order to induce the Company to enter into the Purchase Agreement and to induce the Investors to invest funds in the Company
pursuant to the Purchase Agreement, the Investors and the Company hereby agree that this Agreement shall govern the rights of the
Investors to cause the Company to register shares of Common Stock issuable to the Investors, to receive certain information from
the Company, and to participate in future equity offerings by the Company, and shall govern certain other matters as set forth
in this Agreement;


 


Now,
Therefore, the parties hereby agree as follows:


 


1.                 
Definitions. For purposes of this Agreement:


 


1.1             
“Affiliate” means, with respect to any specified Person, any other Person who, directly or
indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner,
managing member, officer, director or trustee of such Person or any venture capital fund or registered investment company now or
hereafter existing that is controlled by one or more general partners, managing members or investment adviser of, or shares the
same management company or investment adviser with, such Person.


 


1.2             
“BIOS Entities” means BIOS Fund II, LP, BIOS Fund II QP, LP and BIOS Fund II NT, LP.


 


1.3             
“Board of Directors” means the board of directors of the Company.


 


1.4             
“Certificate of Incorporation” means the Company’s Certificate of Incorporation, as
amended and/or restated from time to time.


 


1.5             
“Common Stock” means shares of the Company’s common stock, par value $0.0001 per share.


 


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


 






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1.7             
“Damages” means any loss, damage, claim or liability (joint or several) to which a party hereto
may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim
or liability (or any action in respect thereof) arises out of or is based upon: (i) any untrue statement or alleged untrue statement
of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact
required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation
by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law,
or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.


 


1.8             
“Derivative Securities” means any securities or rights convertible into, or exercisable or
exchangeable for (in each case, directly or indirectly), Common Stock, including options and warrants, to the extent such conversion,
exercise or exchange is calculable at the applicable time.


 


1.9             
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.


 


1.10         
“Excluded Registration” means (i) a registration relating to the sale or grant of securities
to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; (ii)
a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the
same information as would be required to be included in a registration statement covering the sale of the Registrable Securities;
or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities
that are also being registered.


 


1.11         
“FOIA Party” means a Person that, in the reasonable determination of the Board of Directors,
may be subject to, and thereby required to disclose non-public information furnished by or relating to the Company under, the Freedom
of Information Act, 5 U.S.C. 552 (“FOIA”), any state public records access law, any state or other jurisdiction’s
laws similar in intent or effect to FOIA, or any other similar statutory or regulatory requirement.


 


1.12         
“Form S-1” means such form under the Securities Act as in effect on the date hereof or any
successor registration form under the Securities Act subsequently adopted by the SEC.


 






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1.13         
 “Form S-3” means such form under the Securities Act as in effect on the date hereof or any
registration form under the Securities Act subsequently adopted by the SEC that permits forward incorporation of substantial information
by reference to other documents filed by the Company with the SEC.


 


1.14         
“GAAP” means generally accepted accounting principles in the United States as in effect from
time to time.


 


1.15         
“Holder” means any holder of Registrable Securities who is a party to this Agreement.


 


1.16         
“Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including, adoptive
relationships, of a natural person referred to herein.


 


1.17         
“Initiating Holders” means, collectively, Holders who properly initiate a registration request
under this Agreement.


 


1.18         
“IPO” means the Company’s first underwritten public offering of its Common Stock under
the Securities Act.


 


1.19         
“Key Employee” means any executive-level employee (including, division director and vice president-level
positions) as well as any employee who, either alone or in concert with others, develops, invents, programs, or designs any Company
Intellectual Property (as defined in the Purchase Agreement).


 


1.20         
“Key Holder Registrable Securities” means (i) the shares of Common Stock held by the Key Holders,
and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that
is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.


 


1.21         
“Major Investor” means any Investor that, individually or together with such Investor’s
Affiliates, holds at least 1,000,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination,
or other recapitalization or reclassification effected after the date hereof).


 


1.22         
“New Securities” means, collectively, equity securities of the Company, whether or not currently
authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that
are, or may become, convertible or exchangeable into or exercisable for such equity securities.


 


1.23         
“Person” means any individual, corporation, partnership, trust, limited liability company,
association or other entity.


 


1.24          “Registrable
Securities” means (i) the Common Stock issuable or issued upon conversion of the Series A Preferred Stock; (ii)
any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any
other Securities of the Company, acquired by the Investors after the date hereof; (iii) the Key Holder Registrable
Securities, provided, however, that such Key Holder Registrable Securities shall not be deemed Registrable
Securities and the Key Holders shall not be deemed Holders for the purposes of Subsections 2.1 (and any other
applicable Section or Subsection with respect to registrations under Subsection 2.1), 2.10, 3.1, 3.2, 4.1
and 6.6; and (iv) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or
other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of,
the shares referenced in clauses (i) and (ii) above; excluding in all cases, however, any Registrable Securities sold by a
Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Subsection
6.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Subsection
2.13 of this Agreement.


 






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1.25         
“Registrable Securities then outstanding” means the number of shares determined by adding
the number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable
(directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities.


 


1.26         
“Restricted Securities” means the securities of the Company required to be notated with the
legend set forth in Subsection 2.12(b) hereof.


 


1.27         
“SEC” means the Securities and Exchange Commission.


 


1.28         
“SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.


 


1.29         
“SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.


 


1.30         
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.


 


1.31         
“Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer
taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees
and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Subsection 2.6.


 


1.32         
“Series A Director” means any director of the Company that the holders of record of the Series
A Preferred Stock are entitled to elect, exclusively and as a separate class, pursuant to the Certificate of Incorporation.


 


1.33         
“Series A Preferred Stock” means shares of the Company’s Series A Preferred Stock,
par value $0.0001 per share.





 






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


 


2.1             
Demand Registration.


 



(a)              
 Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) one
hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from
Holders of at least fifty percent (50%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration
statement with respect to the Registrable Securities then outstanding of such Holders having an anticipated aggregate offering
price, net of Selling Expenses, of at least $20 million, then the Company shall (x) within ten (10) days after the date such request
is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders;
and (y) as soon as practicable, and in any event within ninety (90) days after the date such request is given by the Initiating
Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating
Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any
other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice
is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.


 


(b)             
Form S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a
request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding that the Company file
a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate
offering price, net of Selling Expenses, of at least $1 million, then the Company shall (i) within ten (10) days after the date
such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable,
and in any event within ninety (90) days after the date such request is given by the Initiating Holders, file a Form S-3 registration
statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other
Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice
is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.


 


(c)              
Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to
this Subsection 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment
of the Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement
to either become effective or remain effective for as long as such registration statement otherwise would be required to remain
effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other
similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona
fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the
Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any
time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety
(90) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke
this right more than twice in any twelve (12) month period; and provided further that the Company shall not register any Securities
for its own account or that of any other stockholders during such ninety (90) day period other than an Excluded Registration.


 






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(d)             
 The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection
2.1(a)(i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of,
and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided
that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become
effective; (ii) after the Company has effected two registrations pursuant to Subsection 2.1(a); or (iii) if the Initiating
Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request
made pursuant to Subsection 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration
pursuant to Subsection 2.1(b) (i) during the period that is thirty (30) days before the Company’s good faith estimate
of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration,
provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration
statement to become effective; or (ii) if the Company has effected two registrations pursuant to Subsection 2.1(b) within
the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected”
for purposes of this Subsection 2.1(d) until such time as the applicable registration statement has been declared effective
by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses
therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.6, in which case such withdrawn
registration statement shall be counted as “effected” for purposes of this Subsection 2.1(d); provided, that
if such withdrawal is during a period the Company has deferred taking action pursuant to Subsection 2.1(c), then the Initiating
Holders may withdraw their request for registration and such registration will not be counted as “effected” for purposes
of this Subsection 2.1(d).


 


2.2             
Company Registration. If the Company proposes to register (including, for this purpose, a registration effected by the
Company for stockholders other than the Holders) any of its securities under the Securities Act in connection with the public offering
of such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each
Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is given by
the Company, the Company shall, subject to the provisions of Subsection 2.3, cause to be registered all of the Registrable
Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate
or withdraw any registration initiated by it under this Subsection 2.2 before the effective date of such registration, whether
or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses)
of such withdrawn registration shall be borne by the Company in accordance with Subsection 2.6.


 






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2.3             
Underwriting Requirements.


 


(a)               If,
pursuant to Subsection 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their
request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Subsection
2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the
Board of Directors and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the
right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such
Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the
underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting
shall (together with the Company as provided in Subsection 2.4(e)) enter into an underwriting agreement in customary
form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Subsection
2.3, if the managing underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a
limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable
Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be
included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating
Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such
other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number
of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other
securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the
above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one
hundred (100) shares.


 


(b)              In
connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Subsection
2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting
unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then
only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering
by the Company. If the total number of securities, including Registrable Securities, requested by stockholders to be included
in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their
reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include
in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company
in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less
than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable
Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as
practicable to) the number of Registrable Securities owned by each selling Holder or in such other proportions as shall
mutually be agreed to by all such selling Holders. To facilitate the allocation of shares in accordance with the above
provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred
(100) shares. Notwithstanding the foregoing, in no event shall (i) the number of Registrable Securities included in the
offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded
from the offering, (ii) the number of Registrable Securities included in the offering be reduced below twenty-five percent
(25%) of the total number of securities included in such offering unless such offering is the IPO, in which case the selling
Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s
securities are included in such offering or (iii) notwithstanding (ii) above, any Registrable Securities which are not Key
Holder Registrable Securities be excluded from such underwriting unless all Key Holder Registrable Securities are first
excluded from such offering. For purposes of the provision in this Subsection 2.3(b) concerning apportionment, for any
selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners,
retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such
partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons,
shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling
Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such
 “selling Holder,” as defined in this sentence.


 






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(c)              
For purposes of Subsection 2.1, a registration shall not be counted as “effected” if, as a result
of an exercise of the underwriter’s cutback provisions in Subsection 2.3(a), fewer than fifty percent (50%) of the
total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.


 


2.4             
Obligations of the Company. Whenever required under this Section 2 to effect the registration of any Registrable
Securities, the Company shall, as expeditiously as reasonably possible:


 


(a)              
prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially
reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority
of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred
twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided,
however, that (i) such one hundred twenty (120) day period shall be extended for a period of time equal to the period the
Holder refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities
included in such registration, and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended
to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty (120)
day period shall be extended for up to one hundred twenty (120) days, if necessary, to keep the registration statement effective
until all such Registrable Securities are sold;


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


2.5             
Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant
to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the
Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such
securities as is reasonably required to effect the registration of such Holder’s Registrable Securities.


 






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2.6              Expenses
of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or
qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and
accounting fees; fees and disbursements, of counsel for the Company; and the reasonable fees and disbursements, not to exceed
$50,000, of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid
by the Company; provided, however, that the Company shall not be required to pay for any expenses of any
registration proceeding begun pursuant to Subsection 2.1 if the registration request is subsequently withdrawn at the
request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall
bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn
registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one
registration pursuant to Subsections 2.1(a) or 2.1(b), as the case may be; provided further that if, at
the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or
prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with
reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses
and shall not forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b). All Selling
Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the
Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.


 


2.7             
Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying
any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation
or implementation of this Section 2.


 


2.8             
Indemnification. If any Registrable Securities are included in a registration statement under this Section 2:


 


(a)              
To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners,
members, officers, directors, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter
(as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within
the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter,
controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating
or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however,
that the indemnity agreement contained in this Subsection 2.8(a) shall not apply to amounts paid in settlement of any such
claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably
withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions
made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling
Person, or other aforementioned Person expressly for use in connection with such registration.


 






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(b)              To
the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company,
and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls
the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as
defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling
Person of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise
out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by
or on behalf of such selling Holder expressly for use in connection with such registration; and each such selling Holder will
pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection
with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however,
that the indemnity agreement contained in this Subsection 2.8(b) shall not apply to amounts paid in settlement of any
such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be
unreasonably withheld; and provided further that in no event shall the aggregate amounts payable by any Holder by way
of indemnity or contribution under Subsections 2.8(b) and 2.8(d) exceed the proceeds from the offering received
by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct by such
Holder.


 


(c)              
Promptly after receipt by an indemnified party under this Subsection 2.8 of notice of the commencement of any
action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party
will, if a claim in respect thereof is to be made against any indemnifying party under this Subsection 2.8, give the indemnifying
party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the
extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given,
and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified
party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right
to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified
party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between
such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying
party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to
the indemnified party under this Subsection 2.8, to the extent that such failure materially prejudices the indemnifying
party’s ability to defend such action. The failure to give notice to the indemnifying party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Subsection 2.8.


 






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(d)              To
provide for just and equitable contribution to joint liability under the Securities Act in any case in which either: (i) any
party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Subsection
2.8 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and
the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in
such case, notwithstanding the fact that this Subsection 2.8 provides for indemnification in such case, or (ii)
contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided
under this Subsection 2.8, then, and in each such case, such parties will contribute to the aggregate losses, claims,
damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is
appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the
statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to
reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified
party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material
fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by
the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or
prevent such statement or omission; provided, however, that, in any such case (x) no Holder will be required to
contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such
Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation; and provided further that in no event shall a Holder’s liability pursuant to this Subsection
2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Subsection 2.8(b), exceed the
proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of
willful misconduct or fraud by such Holder.


 


(e)              
Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering,
the obligations of the Company and Holders under this Subsection 2.8 shall survive the completion of any offering of Registrable
Securities in a registration under this Section 2, and otherwise shall survive the termination of this Agreement.


 


2.9             
Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other
rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration
or pursuant to a registration on Form S-3, the Company shall:


 


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


 


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


 


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


 






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2.10         
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without
the prior written consent of the Holders of at least fifty percent (50%) of the Registrable Securities then outstanding, enter
into any agreement with any holder or prospective holder of any securities of the Company that would provide to such holder or
prospective holder the right to (i) include such securities in any registration unless, under the terms of such agreement, such
holder or prospective holder may include such securities in any registration statement only to the extent that the inclusion of
such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (ii) initiate a demand
for registration of any Securities held by any such holder or prospective holder; provided that this limitation shall not
apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection
6.9.


 


2.11          “Market
Stand-off” Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the
managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the
Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on
Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred
eighty (180) days following the IPO, (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to
purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or
dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or
exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the
Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i)
or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing
provisions of this Subsection 2.11 shall apply only to the IPO, shall not apply to the sale of any shares to an
underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect
benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound
in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a
disposition for value, and shall be applicable to the Holders only if all officers and directors are subject to the same
restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders
individually owning more than five percent (5%) of the Company’s outstanding Common Stock (after giving effect to
conversion into Common Stock of all outstanding Series A Preferred Stock). The underwriters in connection with such
registration are intended third-party beneficiaries of this Subsection 2.11 and shall have the right, power and
authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such
agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with
this Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of
the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders
subject to such agreements, based on the number of shares subject to such agreements.


 






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2.12         
Restrictions on Transfer. 


 


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


 


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


 


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


 


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


 


The Holders consent
to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order
to implement the restrictions on transfer set forth in this Subsection 2.12.


 






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(c)               The
holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the
provisions of this Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there
is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall
give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall
describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably
requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal
counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the
effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no
action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted
Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect
thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale,
pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the
Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance
with the terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or
 “no action” letter (x) in any transaction in compliance with SEC Rule 144; or (y) in any
transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided
that each transferee agrees in writing to be subject to the terms of this Subsection 2.12. Each certificate,
instrument, or book entry representing the Restricted Securities transferred as above provided shall be notated with, except
if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Subsection 2.12(b),
except that such certificate instrument, or book entry shall not be notated with such restrictive legend if, in the opinion
of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions
of the Securities Act.


 


2.13         
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities
in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of:


 


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


 


(b)             
such time after consummation of the IPO as Rule 144 or another similar exemption under the Securities Act is available
for the sale of all of such Holder’s shares without limitation during a three-month period without registration; or


 


(c)              
the third anniversary of the IPO.


 


3.                 
Information Rights.


 


3.1             
Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of
Directors has not reasonably determined that such Major Investor is a Competitor:


 


(a)              
as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the
Company (i) an unaudited balance sheet as of the end of such year, (ii) unaudited statements of income and of cash flows for such
year, and (iii) a statement of stockholders’ equity as of the end of such year, all prepared in accordance with GAAP (except
that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto
that may be required in accordance with GAAP); and


 






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(b)             
 as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters
of each fiscal year of the Company, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance
sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i)
be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with
GAAP).


 


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


 


Notwithstanding anything
else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection
3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of
filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration
statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated
at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement
to become effective.


 


3.2             
Inspection. The Company shall permit each Major Investor (provided that the Board of Directors has not reasonably
determined that such Major Investor is a competitor of the Company), at such Major Investor’s expense, to visit and inspect
the Company’s properties; examine its books of account and records; and discuss the Company’s affairs, finances, and
accounts with its officers, during normal business hours of the Company as may be reasonably requested by the Major Investor; provided,
however, that the Company shall not be obligated pursuant to this Subsection 3.2 to provide access to any information
that it reasonably and in good faith considers to be a trade secret or confidential information (unless covered by an enforceable
confidentiality agreement, in form acceptable to the Company) or the disclosure of which would adversely affect the attorney-client
privilege between the Company and its counsel.


 


3.3             
Termination of Information Rights. The covenants set forth in Subsection 3.1 and Subsection 3.2 shall
terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first
becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon the closing
of a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.


 


3.4              Confidentiality. Each
Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than
to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of
this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential
information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection
3.4 by such Investor), (b) is or has been independently developed or conceived by such Investor without use of the
Company’s confidential information, or (c) is or has been made known or disclosed to such Investor by a third party
without a breach of any obligation of confidentiality such third party may have to the Company; provided, however,
that an Investor 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;
(ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to
be bound by the provisions of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member,
stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such
Investor 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, regulation, rule, court order or subpoena, provided
that such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any
such required disclosure.


 






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4.                 
Rights to Future Stock Issuances.


 


4.1             
Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws,
if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Investor.
An Investor shall be entitled to apportion the right of first offer hereby granted to it, in such proportions as it deems appropriate,
among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other
Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of
such Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial
Owner (x) is not a Competitor or FOIA Party, unless such party’s purchase of New Securities is otherwise consented to by
the Board of Directors, (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and
Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor”
under each such agreement (provided that any Competitor or FOIA Party shall not be entitled to any rights as a Major Investor
under Subsections 3.1, 3.2 and 4.1 hereof), and (z) agrees to purchase at least such number of New Securities as
are allocable hereunder to the Investor holding the fewest number of Series A Preferred Stock and any other Derivative Securities.


 


(a)              
The Company shall give notice (the “Offer Notice”) to each Investor, stating (i) its bona
fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms,
if any, upon which it proposes to offer such New Securities.


 


(b)              By
notification to the Company within twenty (20) days after the Offer Notice is given, each Investor may elect to purchase or
otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities
which equals the proportion that the number of shares of Common Stock then held by such Investor (including all shares of
Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred
Stock and any other Derivative Securities then held by such Investor) bears to the total Common Stock of the Company then
outstanding (assuming full conversion and/or exercise, as applicable, of all Series A Preferred Stock and other Derivative
Securities). At the expiration of such twenty (20) day period, the Company shall promptly notify each Investor that elects to
purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any
other Investor’s failure to do likewise. During the ten (10) day period commencing after the Company has given such
notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the
number of shares specified above, up to that portion of the New Securities for which Investors were entitled to subscribe but
that were not subscribed for by the Investors which is equal to the proportion that the Common Stock issued and held, or
issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Series A Preferred Stock and any other
Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable
(directly or indirectly) upon conversion and/or exercise, as applicable, of the Series A Preferred Stock and any other
Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing
of any sale pursuant to this Subsection 4.1(b) shall occur within the later of one hundred and twenty (120) days of
the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection
4.1(c).


 






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(c)              
If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection
4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Subsection
4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less
than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter
into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty
(30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not
be offered unless first reoffered to the Investors in accordance with this Subsection 4.1.


 


(d)             
The right of first offer in this Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined
in the Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series
A Preferred Stock or any Common Stock issued or issuable upon the conversion thereof pursuant to the Purchase Agreement and (iv)
the issuance of warrants to purchase Series A Preferred Stock (or any Common Stock issued or issuable upon the conversion thereof)
as disclosed in the Disclosure Schedule accompanying the Purchase Agreement.


 


(e)              
Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Subsection
4.1, the Company may elect to give notice to the Investors within thirty (30) days after the issuance of New Securities. Such
notice shall describe the type, price, and terms of the New Securities. Each Investor shall have twenty (20) days from the date
notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Investor, maintain such
Investor’s percentage-ownership position, calculated as set forth in Subsection 4.1(b) before giving effect to the
issuance of such New Securities. In the event one or more Investor declines to purchase the number of New Securities that would
maintain such Investors’ percentage-ownership positions, the New Securities so declined shall be offered to the fully participating
Investors on the basis provided in Subsection 4.1(b). The closing of such sale shall occur within sixty (60) days of the
date notice is given to the Investors.


 






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4.2             
 Termination. The covenants set forth in Subsection 4.1 shall terminate and be of no further force or effect
(i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements
of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon the closing of a Deemed Liquidation Event, as such term is defined
in the Certificate of Incorporation, whichever event occurs first.


 


5.                 
Additional Covenants.


 


5.1             
Insurance. The Company shall obtain, within ninety (90) days of the date hereof, from financially sound and reputable
insurers Directors and Officers liability insurance and term “key-person” insurance on William Ho, in
an amount equal to $5,000,000 and on terms and conditions satisfactory to the Board of Directors, and will use commercially reasonable
efforts to cause such insurance policies to be maintained until such time as the Board of Directors determines that such insurance
should be discontinued. The key-person policy shall name the Company as loss payee, and the policy shall not be cancelable by the
Company without prior approval by the Board of Directors, including one of the Series A Directors. Notwithstanding any other provision
of this Section 5.1 to the contrary, for so long as a Series A Director (as defined in the Certificate of Incorporation)
is serving on the Board of Directors, the Company shall maintain a Directors and Officers liability insurance policy in an amount
reasonably satisfactory to the Company and the Board of Directors, and the Company shall annually, within one hundred twenty (120)
days after the end of each fiscal year of the Company, deliver to the Series A Directors a certification that such a Directors
and Officers liability insurance policy remains in effect. Each Key Holder hereby covenants and agrees that, to the extent such
Key Holder is named under such key-person policy, such Key Holder will execute and deliver to the Company, as reasonably requested,
a written notice and consent form with respect to such policy.


 


5.2             
Employee Agreements. The Company will cause (i) each Person now or hereafter employed by it or by any subsidiary (or
engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or
trade secrets to enter into a nondisclosure and proprietary rights assignment agreement and (ii) each Key Employee (as defined
in the Purchase Agreement) to enter into a one (1) year noncompetition and nonsolicitation agreement restricting such Key Employee’s
provision of services to immuno-oncology businesses and otherwise substantially in the form approved by the Board of Directors.
In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced
agreements or any restricted stock agreement between the Company and any employee, without the consent of one of the Series A
Directors. 





 






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5.3              Employee
Stock. Unless otherwise approved by the Board of Directors, including one of the Series A Directors, and except as
otherwise disclosed in the Disclosure Schedule accompanying the Purchase Agreement as transactions currently contemplated by
the Company, all future employees and consultants of the Company who purchase, receive options to purchase, or receive awards
of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option
agreements, as applicable, providing for (i) vesting of shares over a four (4) year period, with the first twenty-five
percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining
shares vesting in equal monthly installments over the following thirty-six (36) months, and (ii) a market stand-off provision
substantially similar to that in Section 2.11. Without the prior approval by the Board of Directors, including one of
the Series A Directors, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any
stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would
cause it to be inconsistent with this Section 5.3. In addition, unless otherwise approved by the Board of Directors,
including one of the Series A Directors, the Company shall retain (and not waive) a “right of first refusal” on
employee transfers until the Company’s IPO and shall have the right to repurchase unvested shares at cost upon
termination of employment of a holder of restricted stock.


 


5.4             
Qualified Small Business Stock. The Company shall use commercially reasonable efforts to cause the shares of Series
A Preferred Stock issued pursuant to the Purchase Agreement, as well as any shares into which such shares are converted, within
the meaning of Section 1202(f) of the Internal Revenue Code (the “Code”), to constitute “qualified
small business stock” as defined in Section 1202(c) of the Code; provided, however, that such requirement shall not be applicable
if the Board of Directors of the Company reasonably determines, in its good-faith business judgment, that such qualification is
inconsistent with the best interests of the Company. The Company shall submit to its stockholders (including the Investors) and
to the Internal Revenue Service any reports that may be required under Section 1202(d)(1)(C) of the Code and the regulations promulgated
thereunder. In addition, within twenty (20) days after any Investor’s written request therefor, the Company shall, at its
option, either (i) deliver to such Investor a written statement indicating whether (and what portion of) such Investor’s
interest in the Company constitutes “qualified small business stock” as defined in Section 1202(c) of the Code or (ii)
deliver to such Investor such factual information in the Company’s possession as is reasonably necessary to enable such Investor
to determine whether (and what portion of) such Investor’s interest in the Company constitutes “qualified small business
stock” as defined in Section 1202(c) of the Code.


 


5.5             
Matters Requiring Director Approval. So long as the holders of Series A Preferred Stock are entitled to elect a Series
A Director, the Company hereby covenants and agrees with each of the Investors as follows:


 


(a)              
The Company shall not, without approval of at least 60% of the members of the Board of Directors then in office, increase
the aggregate number of shares authorized for issuance under any existing equity incentive plan, or authorize the creation of any
new equity incentive plan.


 






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(b)             
Except as disclosed in the Disclosure Schedule accompanying the Purchase Agreement as a transaction currently contemplated
by the Company, the Company shall not, without approval of the Board of Directors, including one of the Series A Directors:


 


(i)               enter
into or be a party to any transaction with any director, officer, or management employee of the Company or any affiliate or
immediate family member of any such Person, except for transactions contemplated by this Agreement and the Purchase
Agreement, transactions resulting in payments to or by the Company in an aggregate amount less than $60,000 per year, and
transactions made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business
and upon fair and reasonable terms that are approved by a majority of the Board of Directors;


 


(ii)             
hire, terminate, or change the compensation of any senior executive of the Company;


 


(iii)           
sell, assign, license, pledge, or encumber material technology or intellectual property;


 


(iv)             enter
into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company
of money or assets greater than $500,000;
1


 


(v)              
encumber or create a security interest in all or substantially all of the assets of the Company in connection with the
increase of any indebtedness by the Company; or


 


(vi)            
acquire or dispose of any assets greater than $500,000 through a merger, the purchase or sale of all or substantially
all of the assets or capital stock of another entity, or otherwise.


 






    21


     


    

 


5.6             
Board Matters. Unless otherwise determined by the vote of a majority of the directors then in office, the Board of Directors
shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the directors for all reasonable
out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings
of the Board of Directors.


 


5.7             
Successor Indemnification. If the Company or any of its successors or assignees consolidates with or merges into any
other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary,
proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect
to indemnification of members of the Board of Directors as in effect immediately before such transaction, whether such obligations
are contained in the Company’s Bylaws, the Certificate of Incorporation, or elsewhere, as the case may be.


 


5.8              Expenses
of Counsel. In the event of a transaction which is a Sale of the Company (as defined in the Voting Agreement of even date
herewith among the Investors, the Company and the other parties named therein), the reasonable fees and disbursements, not to
exceed $50,000, of one counsel for the Investors (“Investor Counsel”), in their capacities as
stockholders, shall be borne and paid by the Company. At the outset of considering a transaction which, if consummated would
constitute a Sale of the Company, the Company shall obtain the ability to share with the Investor Counsel (and such counsel's
clients) and shall share the confidential information (including, without limitation, the initial and all subsequent drafts
of memoranda of understanding, letters of intent and other transaction documents and related noncompete, employment,
consulting and other compensation agreements and plans) pertaining to and memorializing any of the transactions which,
individually or when aggregated with others would constitute the Sale of the Company. The Company shall be obligated to share
(and cause the Company's counsel and investment bankers to share) such materials when distributed to the Company's executives
and/or any one or more of the other parties to such transaction(s). In the event that Investor Counsel deems it appropriate,
in its reasonable discretion, to enter into a joint defense agreement or other arrangement to enhance the ability of the
parties to protect their communications and other reviewed materials under the attorney client privilege, the Company shall,
and shall direct its counsel to, execute and deliver to Investor Counsel and its clients such an agreement in form and
substance reasonably acceptable to Investor Counsel. In the event that one or more of the other party or parties to such
transactions require the clients of Investor Counsel to enter into a confidentiality agreement and/or joint defense agreement
in order to receive such information, then the Company shall share whatever information can be shared without entry into such
agreement and shall, at the same time, in good faith work expeditiously to enable Investor Counsel and its clients to
negotiate and enter into the appropriate agreement(s) without undue burden to the clients of Investor Counsel.


 





 






1 NTD: Adjusted
to bring in line with (vi) below.


 


 






    22


     


    

 


5.9             
Indemnification Matters. The Company hereby acknowledges that one (1) or more of the directors nominated to serve on
the Board of Directors by the Investors (each an “Investor Director”) may have certain rights to indemnification,
advancement of expenses and/or insurance provided by one or more of the Investors and certain of their Affiliates (collectively,
the “Investor Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort
(i.e., its obligations to any such Investor Director are primary and any obligation of the Investor Indemnitors to advance
expenses or to provide indemnification for the same expenses or liabilities incurred by such Investor Director are secondary),
(b) that it shall be required to advance the full amount of expenses incurred by such Investor Director and shall be liable for
the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Investor
Director to the extent legally permitted and as required by the Company’s Certificate of Incorporation or Bylaws of the Company
(or any agreement between the Company and such Investor Director), without regard to any rights such Investor Director may have
against the Investor Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Investor Indemnitors from
any and all claims against the Investor Indemnitors for contribution, subrogation or any other recovery of any kind in respect
thereof. The Company further agrees that no advancement or payment by the Investor Indemnitors on behalf of any such Investor Director
with respect to any claim for which such Investor Director has sought indemnification from the Company shall affect the foregoing
and the Investor Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment
to all of the rights of recovery of such Investor Director against the Company. The Investor Directors and the Investor Indemnitors
are intended third party beneficiaries of this Subsection 5.9 and shall have the right, power and authority to enforce the
provisions of this Subsection 5.9 as though they were a party to this Agreement.


 


5.10          Right
to Conduct Activities. The Company hereby agrees and acknowledges that each of the BIOS Entities is a professional
investment fund, and as such invests in numerous portfolio companies, some of which may be deemed to be competitive with the
Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to
the extent permitted under applicable law, none of the BIOS Entities (or any of their respective Affiliates) shall be liable
to the Company for any claim arising out of, or based upon, (i) the investment by any of the BIOS Entities (or any of their
respective Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or
other representative of any of the BIOS Entities (or any of their respective Affiliates) to assist any such competitive
company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise,
and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing
shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s
confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any
liability associated with his or her fiduciary duties to the Company.


 






    23


     


    

 


5.11         
Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.7 and 5.9,
shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company
first becomes subject to the period reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed
Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first.


 


6.                 
Miscellaneous.


 


6.1             
Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a
Holder to a transferee of Registrable Securities that (i) is an Affiliate of a Holder; (ii) is a Holder’s Immediate Family
Member or trust for the benefit of an individual Holder or one or more of such Holder’s Immediate Family Members; or (iii)
after such transfer, holds at least 1,000,000 shares of the Company’s capital stock (subject to appropriate adjustment for
stock splits, stock dividends, combinations, and other recapitalizations); provided, however, that (x) the Company
is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and
the Registrable Securities with respect to which such rights are being transferred; and (y) such transferee agrees in a written
instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including the provisions
of Subsection 2.11. For the purposes of determining the number of shares of the Company’s capital stock held by a
transferee, the holdings of a transferee (1) that is an Affiliate or stockholder of a Holder; (2) who is a Holder’s Immediate
Family Member; or (3) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member shall
be aggregated together and with those of the transferring Holder; provided further that all transferees who would not qualify
individually for assignment of rights shall, as a condition to the applicable transfer, establish a single attorney-in-fact for
the purpose of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of
this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing
in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors
and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly
provided herein.


 


6.2             
 Governing Law. This Agreement shall be governed by the internal law of the State of Delaware, without regard to conflict
of law principles that would result in the application of any law other than the law of the State of Delaware.


 


6.3             
Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic
mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com)
or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid
and effective for all purposes.


 


6.4             
Titles and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be considered
in construing or interpreting this Agreement.


 






    24


     


    

 


6.5             
Notices. 


 


(a)              
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed
effectively given upon the earlier of actual receipt or (i) personal delivery to the party to be notified; (ii) when sent, if sent
by electronic mail or facsimile during the recipient’s normal business hours, and if not sent during normal business hours,
then on the recipient’s next business day; (iii) five (5) days after having been sent by registered or certified mail, return
receipt requested, postage prepaid; or (iv) one (1) business day after the business day of deposit with a nationally recognized
overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall
be sent to the respective parties at their addresses as set forth on Schedule A or Schedule B (as applicable) hereto,
or to the principal office of the Company and to the attention of the Chief Executive Officer, in the case of the Company, or to
such email address, facsimile number, or address as subsequently modified by written notice given in accordance with this Subsection
6.5. If notice is given to the Company, a copy shall also be sent to Cooley LLP, 1114 Avenue of the Americas, New York, NY
10036, Attention: Josh Kaufman and if notice is given to Stockholders, a copy shall also be given to Winstead PC, 300 Throckmorton
Street, Suite 1700, Fort Worth, TX 76102, Attention: Charlie Florsheim, counsel to the BIOS Entities.


 


(b)             
Consent to Electronic Notice. Each Investor and Key Holder consents to the delivery of any stockholder notice pursuant
to the Delaware General Corporation Law (the “DGCL”), as amended or superseded from time to time, by
electronic transmission pursuant to Section 232 of the DGCL (or any successor thereto) at the electronic mail address or the facsimile
number set forth below such Investor’s or Key Holder’s name on the Schedules hereto, as updated from time to time by
notice to the Company, or as on the books of the Company. Each Investor and Key Holder agrees to promptly notify the Company of
any change in such stockholder’s electronic mail address, and that failure to do so shall not affect the foregoing.


 


6.6              Amendments
and Waivers. Any term of this Agreement may be amended, modified or terminated and the observance of any term of this
Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with
the written consent of the Company and the holders of at least a majority of the Registrable Securities then outstanding; provided
that the Company may in its sole discretion waive compliance with Subsection 2.12(c) (and the Company’s failure
to object promptly in writing after notification of a proposed assignment allegedly in violation of Subsection 2.12(c) shall
be deemed to be a waiver); and provided further that any provision hereof may be waived by any waiving party on such
party’s own behalf, without the consent of any other party. Notwithstanding the foregoing, (a) this Agreement may not
be amended, modified or terminated and the observance of any term hereof may not be waived with respect to any Investor
without the written consent of such Investor, unless such amendment, modification, termination, or waiver applies to all
Investors in the same fashion (it being agreed that a waiver of the provisions of Section 4 with respect to a
particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms,
notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such
transaction) and (b) Subsections 3.1 and 3.2 and any other section of this Agreement applicable to the Major
Investors (including this clause (b) of this Subsection 6.6) may not be amended, modified, terminated or waived
without the written consent of the holders of at least a majority of the Registrable Securities then outstanding and held by
the Major Investors. Further, this Agreement may not be amended, modified or terminated, and no provision hereof may be
waived, in each case, in any way which would adversely affect the rights of the Key Holders hereunder in a manner
disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the
Investors hereunder, without also the written consent of the holders of at least a majority of the Registrable Securities
held by the Key Holders. Notwithstanding the foregoing, Schedule A hereto may be amended by the Company from time to time to
add transferees of any Registrable Securities in compliance with the terms of this Agreement without the consent of the other
parties; and Schedule A hereto may also be amended by the Company after the date of this Agreement without the consent of the
other parties to add information regarding any additional Investor who becomes a party to this Agreement in accordance with
Subsection 6.9. The Company shall give prompt notice of any amendment, modification, or termination hereof or waiver
hereunder to any party hereto that did not consent in writing to such amendment, modification, termination, or waiver. Any
amendment, modification, termination, or waiver effected in accordance with this Subsection 6.6 shall be binding on
all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term,
condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or
continuing waiver of any such term, condition, or provision.


 






    25


     


    

 


6.7             
Severability. In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision
of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid,
legal, and enforceable to the maximum extent permitted by law.


 


6.8             
Aggregation of Stock. All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together
for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such
rights as among themselves in any manner they deem appropriate.


 


6.9             
 Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares
of the Company’s Series A Preferred Stock after the date hereof, whether pursuant to the Purchase Agreement or otherwise,
any purchaser of such shares of Series A Preferred Stock may become a party to this Agreement by executing and delivering an additional
counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes
hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor,
so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor”
hereunder.


 


6.10         
Entire Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding
and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to
the subject matter hereof existing between the parties is expressly canceled.


 


6.11         
Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts
of Delaware and to the jurisdiction of the United States District Court for the District of Delaware for the purpose of any suit,
action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding
arising out of or based upon this Agreement except in the state courts of Delaware or the United States District Court for the
District of Delaware, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such
suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its
property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum,
that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced
in or by such court.


 






    26


     


    

 


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


 


Each party will
bear its own costs in respect of any disputes arising under this Agreement. The prevailing party shall be entitled to
reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may
be entitled. Each of the parties to this Agreement consents to personal jurisdiction for any equitable action sought in the
U.S. District Court for the District of Delaware or any court of the State of Delaware having subject matter
jurisdiction.


 


6.12         
Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement,
upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching
or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar
breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach
or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any
party, shall be cumulative and not alternative.


 


6.13         
Aggregation of Stock. All Registrable Securities held or acquired by an Investor and/or its Affiliates shall be aggregated
together for the purpose of determining the availability of any rights under this Agreement, and such Affiliated Persons may apportion
such rights as among themselves in any manner they deem appropriate.


 


[Remainder of Page
Intentionally Left Blank]


 






    27


     


    

 


In
Witness Whereof, the parties have executed this Agreement as of the date first written above.


 


	 	INCYSUS
    THERAPEUTICS, INC.
	 	 
	 	By:	 /s/ William Ho
	 	Name:
    William Ho
	 	Title:
    Chief Executive Officer




  






    


     


    

 


In
Witness Whereof, the parties have executed this Agreement as of the date first written above.


 


	 	KEY
    HOLDER:
	 	 
	 	Signature: 	/s/
    William Ho
	 	Name:
    William Ho




 






    


     


    

 


In
Witness Whereof, the parties have executed this Agreement as of the date first written above.


 


	 	KEY
    HOLDER:
	 	 
	 	Signature: 	/s/
    Thomas Cirrito
	 	Name:	Thomas
    Cirrito




 






    


     


    

  


In
Witness Whereof, the parties have executed this Agreement as of the date first written above.


 


	 	KEY HOLDER:
	 	 
	 	Signature: 	/s/ Joy Bessenger
	 	Name:	Joy Bessenger




   






    


     


    

 


In
Witness Whereof, the parties have executed this Agreement as of the date first written above.


 


	 	INVESTORS:
	 	 
	 	BIOS
    Fund II, LP
	 	 
	 	By:	BIOS
    Equity Partners II, LP
	 	 
	 	Its:	General
    Partner
	 	 
	 	By:	/s/
    Leslie Wayne Kreis, Jr.






	 	 
	 	Name: 	Leslie
    Wayne Kreis, Jr.
	 	 
	 	Title:	Managing
    Partner




  






     


     


    






 



 


In
Witness Whereof, the parties have executed this Agreement as of the date first written above.


 


	 	INVESTORS:
	 	 
	 	BIOS Fund II
    NT, LP
	 	 
	 	By:	BIOS Equity Partners II, LP
	 	 
	 	Its:	General Partner
	 	 	 
	 	By:	/s/ Leslie
    Wayne Kreis, Jr.






	 	 
	 	Name:	Leslie
    Wayne Kreis, Jr.
	 	 
	 	Title:	Managing
    Partner




 






    


     


    

 


In
Witness Whereof, the parties have executed this Agreement as of the date first written above.


 


	 	INVESTORS:
	 	 
	 	BIOS Fund II
    QP, LP
	 	 
	 	By:	BIOS Equity Partners II, LP
	 	 
	 	Its:	General Partner
	 	 
	 	By:	/s/ Leslie
    Wayne Kreis, Jr.






	 	 
	 	Name:	Leslie
    Wayne Kreis, Jr.
	 	 
	 	Title:	Managing
    Partner
	 	 










 






    


     


    

 


In
Witness Whereof, the parties have executed this Agreement as of the date first written above.


 


	 	INVESTORS:
	 	 
	 	BIOS Incysus
    Co-Invest I, LP
	 	 
	 	By:	BIOS Equity Partners II, LP
	 	 
	 	Its:	General Partner
	 	 
	 	By:	/s/ Leslie
    Wayne Kreis, Jr.






	 	 
	 	Name:	Leslie
    Wayne Kreis, Jr.
	 	 
	 	Title:	Managing
    Partner
	 	 



 






    


     


    

 


In
Witness Whereof, the parties have executed this Agreement as of the date first written above.


 


	 	INVESTOR:
	 	 
	 	/s/
    Peter Wen
	 	Peter Wen




 






    


     


    

 


In
Witness Whereof, the parties have executed this Agreement as of the date first written above.


 


	 	INVESTOR:
	 	 
	 	/s/ Ingram
    Tynes
	 	Ingram Tynes




 






    


     


    

 


In
Witness Whereof, the parties have executed this Agreement as of the date first written above.


 


	 	INVESTOR:
	 	 
	 	/s/ Neelay
    Patel
	 	Neelay Patel



 






    


     


    

 


In
Witness Whereof, the parties have executed this Agreement as of the date first written above.


 


	 	INVESTOR:
	 	 
	 	/s/ Charles
    D. Perry, Jr.
	 	Charles D. Perry, Jr.




 






    


     


    

 


In
Witness Whereof, the parties have executed this Agreement as of the date first written above.


 


	 	INVESTOR:
	 	 
	 	H.C. Wainwright
    & Co., LLC
	 	 
	 	By:	/s/
    Kenneth J. Kirsch
	 	 
	 	Name:	Kenneth
    J. Kirsch
	 	 
	 	Title:	Chief Financial
    Officer




 






    


     


    

 


In
Witness Whereof, the parties have executed this Agreement as of the date first written above.


 


	 	INVESTOR:
	 	 
	 	Timberline
    Holdings III, LLC
	 	 
	 	By:	/s/
    Joseph McCorty
	 	 
	 	Name:	Joseph
    McCorty
	 	 
	 	Title:	President
    of the Manager




 






    


     


    

 


 



 


In
Witness Whereof, the parties have executed this Agreement as of the date first written above.


 


	 	INVESTORS:
	 	 
	 	GC&H
    Investments
	 	 
	 	By: 	/s/ Jim Kindler           
	 	Name: Jim Kindler
	 	Title:  Manager
	 	 
	 	GC&H
    Investments, LLC
	 	 
	 	By: 	/s/ Jim Kindler
	 	Name:  Jim Kindler
	 	Title:  Manager




 






     


     


    

 


In
Witness Whereof, the parties have executed this Agreement as of the date first written above.


 


	 	INVESTOR:
	 	 
	 	/s/ Bradley J. Sklar
	 	Bradley J. Sklar




 



     


     


    







 


In
Witness Whereof, the parties have executed this Agreement as of the date first written above.


 


	 	INVESTOR:
	 	 
	 	/s/ Henry Craft O’Neal
	 	Henry Craft O’Neal







 



     


     


    










 


In
Witness Whereof, the parties have executed this Agreement as of the date first written above.


 


	 	INVESTOR:
	 	 
	 	Huckleberry,
    llc
	 	 
	 	By: 	/s/ Paul Beasley       
	 	Name: Paul Beasley
	 	Title: Member




 






     


     


    










 


In
Witness Whereof, the parties have executed this Agreement as of the date first written above.


 


	 	INVESTOR:
	 	 
	 	woodcrest
    capital inc.
	 	 
	 	By: 	/s/ Charles W. Redden
	 	Name: Charles W. Redden
	 	Title: President




 



     


     


    







 


In
Witness Whereof, the parties have executed this Agreement as of the date first written above.


 


	 	INVESTOR:
	 	 
	 	/s/ R. Holman Head
	 	R. Holman Head




 









     


     


    

 


In
Witness Whereof, the parties have executed this Agreement as of the date first written above.


 


	 	INVESTOR:
	 	 
	 	sigma
    investment corporation
	 	 
	 	By: 	/s/ Robert M. Conch         
	 	Name: Robert M.Conch
	 	Title: President




 






     


     


    

 


In
Witness Whereof, the parties have executed this Agreement as of the date first written above.


 


	 	INVESTOR:
	 	 
	 	/s/ Avik S.A. Roy
	 	Avik S.A. Roy




 



     


     


    











 


In
Witness Whereof, the parties have executed this Agreement as of the date first written above.


 


	 	INVESTOR:
	 
	 	/s/ Roseanne Stanzione
	 	Roseanna Stanzione




 









     


     


    

 


In
Witness Whereof, the parties have executed this Agreement as of the date first written above.


 


	 	INVESTOR:
	 
	 	The PCA Revocable trust
	 
	 	By:	/s/ Philippe Chambon
	 	Name: Philippe Chambon
	 	Title: Trustee




 






     


     


    

 


In
Witness Whereof, the parties have executed this Agreement as of the date first written above.


 


	 	INVESTOR:
	 
	 	/s/ Jeremy Pee
	 	Jeremy Pee




 









     


     


    

 


INCYSUS
THERAPEUTICS, INC.


 


Joinder Agreement


Series A Preferred Stock Financing


 


February 28, 2020


 


The undersigned hereby
agrees to become a party to (i) that certain Series A Preferred Stock Purchase Agreement, as amended (the “Purchase Agreement”),
(ii) that certain Investors’ Rights Agreement (the “IRA”), (iii) that certain Right of First Refusal and
Co-Sale Agreement (the “ROFR and Co-Sale Agreement”), and (iv) that certain Voting Agreement (the “Voting
Agreement” and together with the Purchase Agreement, the IRA and the ROFR and Co-Sale Agreement, the “Series
A Financing Agreements”), each dated as of May 7, 2018, by and among Incysus Therapeutics, Inc., a Delaware corporation
(the “Company”), and the respective parties named therein. Effective as of the undersigned’s acquisition
of shares of the Company’s Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”)
in a subsequent Closing (as defined in the Purchase Agreement), the undersigned is hereby made a party to the Purchase Agreement
as a “Purchaser” thereunder and to each of the IRA, the ROFR and Co-Sale Agreement and the Voting Agreement as an “Investor”
thereunder. The undersigned agrees that this Joinder Agreement may be attached to each of the Series A Financing Agreements as
a counterpart signature page thereto.


 


The undersigned (i)
acknowledges receipt of a copy of each of the Series A Financing Agreements, (ii) confirms that the representations and warranties
contained in Section 3 of the Purchase Agreement are true and correct as to the undersigned as of the date hereof, (iii) acknowledges
the undersigned’s waiver of the provisions of Section 4 of the Purchase Agreement with respect to each subsequent Closing
and (iv) confirms that the undersigned is acquiring 7,650 shares of Series A Preferred Stock at a purchase price of $1.30787 per
share, or $10,005.21 in the aggregate, at a subsequent Closing. The address and email address to which notices may be sent to the
undersigned are as follows below.


  


Ethan Chang Yi Ho


 


	By:	/s/ Ethan Chang Yi Ho	 




Name: Ethan Chang Yi Ho


Title: Individual


 


Address:


 


Email:





 






     


     


    

 


INCYSUS
THERAPEUTICS, INC.


 


Joinder Agreement


Series A Preferred Stock Financing


 


May 4, 2020


 


The undersigned hereby
agrees to become a party to that certain Right of First Refusal and Co-Sale Agreement (the “ROFR and Co-Sale Agreement”),
and that certain Voting Agreement (the “Voting Agreement” and together with the ROFR and Co-Sale Agreement, the “Shareholder
Agreements”), in each case dated as of May 7, 2018, by and among Incysus Therapeutics, Inc. and the parties named therein
respectively, as may be amended from time to time. Effective as of the date that this Joinder Agreement is executed and delivered
by the undersigned, the undersigned (a) is hereby made a party to the Voting Agreement as a “Key Holder” thereunder
and agrees to be bound by and subject to all of the terms and provisions of the Voting Agreement applicable to a Key Holder in
accordance with Section 7.1(b) thereof and (b) is hereby made a party to the ROFR and Co-Sale Agreement as a “Key Holder”
thereunder and agrees to be bound by and subject to all of the terms and provisions of the ROFR and Co-Sale Agreement applicable
to a Key Holder in accordance with Section 6.17 thereof. The undersigned agrees that this Joinder Agreement may be attached to
each of the Shareholder Agreements as a counterpart signature page thereto.


 


The undersigned acknowledges
receipt of a copy of each of the Shareholder Agreements. The address, facsimile number and email address to which notices may be
sent to the undersigned is as follows:


 


Peter Brandt


 


	By:	/s/ Peter Brandt	 




Name: Peter Brandt


Title: Director


 


Address:


 


Email:


 









     


     


    

 


In8bio,
INC.


 


Joinder Agreement


Series A Preferred Stock Financing


 


August 7, 2020


 


The undersigned hereby
agrees to become a party to (i) that certain Series A Preferred Stock Purchase Agreement, as amended (the “Purchase Agreement”),
(ii) that certain Investors’ Rights Agreement (the “IRA”), (iii) that certain Right of First Refusal and Co-Sale
Agreement (the “ROFR and Co-Sale Agreement”), and (iv) that certain Voting Agreement (the “Voting Agreement”
and together with the Purchase Agreement, the IRA and the ROFR and Co-Sale Agreement, the “Series A Financing Agreements”),
each dated as of May 7, 2018, by and among In8bio, Inc. (f/k/a Innatus Therapeutics, Inc. and Incysus Therapeutics, Inc.), a Delaware
corporation (the “Company”), and the respective parties named therein. Effective as of the undersigned’s acquisition
of shares of the Company’s Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”)
in a subsequent Closing (as defined in the Purchase Agreement), the undersigned is hereby made a party to the Purchase Agreement
as a “Purchaser” thereunder and to each of the IRA, the ROFR and Co-Sale Agreement and the Voting Agreement as an “Investor”
thereunder. The undersigned agrees that this Joinder Agreement may be attached to each of the Series A Financing Agreements as
a counterpart signature page thereto.


 


The undersigned (i)
acknowledges receipt of a copy of each of the Series A Financing Agreements, (ii) confirms that the representations and warranties
contained in Section 3 of the Purchase Agreement are true and correct as to the undersigned as of the date hereof, (iii) acknowledges
the undersigned’s waiver of the provisions of Section 4 of the Purchase Agreement with respect to each subsequent Closing
and (iv) confirms that the undersigned is acquiring 4,138,248 shares of Series A Preferred Stock at a purchase price of $1.30787
per share, or $5,412,290.41 in the aggregate, at a subsequent Closing. The address and email address to which notices may be sent
to the undersigned are as follows below.


 


Bios Fund III QP,
LP


 


	By:	/s/ Leslie Wayne Kreis, Jr.	 




Name: Leslie Wayne Kreis, Jr.


Title: Managing Partner


 


Address:


 


Email:


 






     


     


    

 





In8bio,
INC.


 


Joinder Agreement


Series A Preferred Stock Financing


 


August 7, 2020


 


The undersigned hereby
agrees to become a party to (i) that certain Series A Preferred Stock Purchase Agreement, as amended (the “Purchase Agreement”),
(ii) that certain Investors’ Rights Agreement (the “IRA”), (iii) that certain Right of First Refusal and Co-Sale
Agreement (the “ROFR and Co-Sale Agreement”), and (iv) that certain Voting Agreement (the “Voting Agreement”
and together with the Purchase Agreement, the IRA and the ROFR and Co-Sale Agreement, the “Series A Financing Agreements”),
each dated as of May 7, 2018, by and among In8bio, Inc. (f/k/a Innatus Therapeutics, Inc. and Incysus Therapeutics, Inc.), a Delaware
corporation (the “Company”), and the respective parties named therein. Effective as of the undersigned’s acquisition
of shares of the Company’s Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”)
in a subsequent Closing (as defined in the Purchase Agreement), the undersigned is hereby made a party to the Purchase Agreement
as a “Purchaser” thereunder and to each of the IRA, the ROFR and Co-Sale Agreement and the Voting Agreement as an “Investor”
thereunder. The undersigned agrees that this Joinder Agreement may be attached to each of the Series A Financing Agreements as
a counterpart signature page thereto.


 


The undersigned (i)
acknowledges receipt of a copy of each of the Series A Financing Agreements, (ii) confirms that the representations and warranties
contained in Section 3 of the Purchase Agreement are true and correct as to the undersigned as of the date hereof, (iii) acknowledges
the undersigned’s waiver of the provisions of Section 4 of the Purchase Agreement with respect to each subsequent Closing
and (iv) confirms that the undersigned is acquiring 882,397 shares of Series A Preferred Stock at a purchase price of $1.30787
per share, or $1,154,060.56 in the aggregate, at a subsequent Closing. The address and email address to which notices may be sent
to the undersigned are as follows below.


 


Bios Fund III, LP


 


	By:	/s/ Leslie Wayne Kreis, Jr.	 




Name: Leslie Wayne Kreis, Jr.


Title: Managing Partner


 


Address:


  


Email:





 






     


     


    

 


in8bio,
INC.


 


Joinder Agreement


Series A Preferred Stock Financing


 


August 21, 2020


 


The undersigned hereby
agrees to become a party to (i) that certain Series A Preferred Stock Purchase Agreement, as amended (the “Purchase Agreement”),
(ii) that certain Investors’ Rights Agreement (the “IRA”), (iii) that certain Right of First Refusal and Co-Sale
Agreement (the “ROFR and Co-Sale Agreement”), and (iv) that certain Voting Agreement (the “Voting Agreement”
and together with the Purchase Agreement, the IRA and the ROFR and Co-Sale Agreement, the “Series A Financing Agreements”),
each dated as of May 7, 2018, by and among In8bio, Inc. (f/k/a Innatus Therapeutics, Inc. and Incysus Therapeutics, Inc.), a Delaware
corporation (the “Company”), and the respective parties named therein. Effective as of the undersigned’s acquisition
of shares of the Company’s Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”)
in a subsequent Closing (as defined in the Purchase Agreement), the undersigned is hereby made a party to the Purchase Agreement
as a “Purchaser” thereunder and to each of the IRA, the ROFR and Co-Sale Agreement and the Voting Agreement as an “Investor”
thereunder. The undersigned agrees that this Joinder Agreement may be attached to each of the Series A Financing Agreements as
a counterpart signature page thereto.


 


The undersigned (i)
acknowledges receipt of a copy of each of the Series A Financing Agreements, (ii) confirms that the representations and warranties
contained in Section 3 of the Purchase Agreement are true and correct as to the undersigned as of the date hereof, (iii) acknowledges
the undersigned’s waiver of the provisions of Section 4 of the Purchase Agreement with respect to each subsequent Closing
and (iv) confirms that the undersigned is acquiring 471,477 shares of Series A Preferred Stock at a purchase price of $1.30787
per share, or $616,630.63 in the aggregate, at a subsequent Closing. The address and email address to which notices may be sent
to the undersigned are as follows below.


 


Bios Fund III NT,
LP


 


	By:	/s/ Leslie Wayne Kreis, Jr.	 




Name: Leslie Wayne Kreis, Jr.


Title: Managing Partner


 


Address:


 


Email:





 






     


     


    

 


Schedule
A


 


INVESTORS


 


	Name and Address	 	Number of Shares Held	 
	BIOS Fund II, LP	 	 	1,336,149	 
	BIOS Fund II NT, LP	 	 	584,340	 
	BIOS Fund II QP, LP	 	 	4,365,106	 
	Valley High Limited Partnership 	 	 	229,592	 
	Christina Ronac 	 	 	23,784	 
	John McPhee 	 	 	151,967	 
	Christian Coluccio 	 	 	125,000	 
	Maarten de Jong 	 	 	50,046	 
	Peter Wen 	 	 	11,676	 
	Keith Goldan 	 	 	7,784	 
	GC&H Investments 	 	 	191,196	 
	GC&H Investments, LLC 	 	 	191,196	 
	Avik Roy 	 	 	29,998	 
	Bios Fund III LP 	 	 	882,397	 
	Bios Fund III NT, LP 	 	 	471,477	 
	Bios Fund III QP, LP 	 	 	5,934,313	 
	BIOS Incysus Co-Invest I, LP 	 	 	2,484,957	 
	Bradley J. Sklar 	 	 	38,229	 
	Charles D. Perry, Jr. 	 	 	38,230	 
	Ethan Chang Yi Ho 	 	 	7,650	 
	H.C. Wainwright & Co., LLC 	 	 	76,459	 
	Henry Craft O’Neal 	 	 	131,804	 
	Huckleberry, LLC 	 	 	19,114	 
	Ingram Tynes   	 	 	107,343	 
	Jeremy Pee 	 	 	84,992	 
	Neelay Patel 	 	 	42,085	 
	PCA Revocable Trust 	 	 	84,108	 
	Robert Holman Head 	 	 	38,229	 
	Roseanne Stanzione 	 	 	76,460	 
	Sigma Investment Corporation 	 	 	38,229	 
	Timberline Holdings III, LLC 	 	 	841,063	 
	Transcend Partners Opportunity Fund LLC 	 	 	8,028,321	 
	Woodcrest Capital, Inc. 	 	 	76,459	 




 









     


     


    

 


Schedule
B


 


KEY HOLDERS


 


William Ho


 


Thomas Cirrito


 


Joy Bessenger


 


Peter Brandt