Exhibit 10.2


 





AMENDED AND RESTATED

REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”),
dated as of June 30, 2021, is made and entered into by and among POINT Biopharma Global Inc., a Delaware corporation (the “Company”)
(formerly known as Therapeutics Acquisition Corp. (d/b/a Research Alliance Corp. I)), Therapeutics Acquisition Holdings LLC, a Delaware
limited liability company (the “Sponsor”), Daniel
Grau, Michael Gray and David Lubner (together with Mr. Grau and Mr. Gray the “Director Holders”), and certain
former stockholders of Point Biopharma Inc., a Delaware corporation (“Point”),
set forth on Schedule 1 hereto (such stockholders, the “Point Holders”,
the Sponsor and the Director Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2
or Section 6.10 of this Agreement, the “Holders”
and each, a “Holder”).


 


RECITALS


 


WHEREAS, the Company,
the Sponsor and the Director Holders are party to that certain Registration and Stockholder Rights Agreement, dated as of July 7, 2020
(the “Original RRA”);


 


WHEREAS, the Company
has entered into that certain Business Combination Agreement, dated as of March 15, 2021 (as it may be amended, supplemented or otherwise
modified from time to time, the “Business Combination Agreement”),
by and among the Company, Bodhi Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger
Sub”), and Point, pursuant to which Merger Sub merged with and into Point (the “Merger”), with
Point continuing as the surviving corporation and becoming a direct, wholly owned subsidiary of the Company;


 


WHEREAS, on the date
hereof, pursuant to the Business Combination Agreement, the Holders received shares of the Company’s Class A common stock, par value
$0.0001 per share (the “Common Stock”);


 


WHEREAS, on the date
hereof, pursuant to the Business Combination Agreement, certain Point Holders received Rollover Options, as defined in the Business Combination
Agreement (“Equity Awards”);


 


WHEREAS, on the date
hereof, the Sponsor and certain investors (such other investors, collectively, the “Third-Party Investor Stockholders”)
purchased an aggregate of 16,500,000 shares of Common Stock (the “Investor Shares”) in a transaction exempt
from registration under the Securities Act pursuant to the respective Subscription Agreements, each dated as of March 15, 2021, entered
into by and between the Company and each of the Sponsor and such Third-Party Investor Stockholders (each, a “Subscription
Agreement” and, collectively, the “Subscription Agreements”);


 


WHEREAS, pursuant
to Section 5.5 of the Original RRA, the provisions, covenants and conditions set forth therein may be amended or modified
upon the written consent of the Company and the Holders (as defined in the Original RRA) of at least a majority in interest of the
Registrable Securities (as defined in the Original RRA) at the time in question, and the Sponsor and the Director Holders are
Holders in the aggregate of all of the Registrable Securities as of the date hereof; and


 


WHEREAS, the Company,
the Sponsor and the Director Holders desire to amend and restate the Original RRA in its entirety and enter into this Agreement, pursuant
to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth
in this Agreement, and terminate the Original RRA.


 






     


     


    

 


NOW, THEREFORE,
in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


ARTICLE
I


 


DEFINITIONS


 


1.1      Definitions.
The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:


 


“Additional
Holder” shall have the meaning given in Section 6.10.


 


“Additional
Holder Common Stock” shall have the meaning given in Section 6.10.


 


“Adverse
Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith
judgment of the Chief Executive Officer or the Chief Financial Officer of the Company, after consultation with counsel to the Company,
(a) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or
Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained
therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not
misleading, (b) would not be required to be made at such time if the Registration Statement were not being filed, declared effective
or used, as the case may be, and (c) the Company has a bona fide business purpose for not making such information public.


 


“Agreement”
shall have the meaning given in the Preamble hereto.


 


“Block
Trade” shall have the meaning given in Section 2.3.1.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Change in Control”
means the transfer (whether by tender offer, merger, stock purchase, consolidation or other similar transaction), in one transaction or
a series of related transactions, to a person or group of affiliated persons of the Company’s voting securities if, after such transfer,
such person or group of affiliated persons would hold more than 50% of outstanding voting securities of the Company (or surviving entity)
or would otherwise have the power to control the board of directors of the Company or to direct the operations of the Company.


 






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“Closing”
shall have the meaning given in the Business Combination Agreement.


 


“Closing
Date” shall have the meaning given in the Business Combination Agreement.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Common
Stock” shall have the meaning given in the Recitals hereto.


 


“Company”
shall have the meaning given in the Preamble hereto and includes the Company’s successors by recapitalization, merger, consolidation,
spin-off, reorganization or similar transaction.


 


“Demanding
Holder” shall have the meaning given in Section 2.1.4.


 


“Director Holders”
shall have the meaning given in the Preamble hereto.


 


“EDGAR”
shall have the meaning given in Section 3.1.3.


 


“Equity Awards”
shall have the meaning given in the Recitals hereto.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form
S-1 Shelf” shall have the meaning given in Section 2.1.1.


 


“Form
S-3 Shelf” shall have the meaning given in Section 2.1.1.


 


“Holder
Information” shall have the meaning given in Section 4.1.2.


 


“Holders”
shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities.


 


“Investor
Shares” shall have the meaning given in the Recitals hereto.


 


“Joinder”
shall have the meaning given in Section 6.10.


 


“Lock-up”
shall have the meaning given in Section 5.1.


 


“Lock-up Parties”
shall mean the Holders and their respective Permitted Transferees.


 


“Lock-up
Period” shall mean the period beginning on the Closing Date and ending on the date that is 180 days after the Closing
Date.


 


“Lock-up Shares”
shall mean the shares of Common Stock and any other equity securities convertible into or exercisable or exchangeable for shares of Common
Stock held by the Holders immediately following the Closing or shares of Common Stock issued with respect to or in exchange for Equity
Awards on or after the Closing as permitted by this Agreement (other than the Investor Shares or shares of Common Stock acquired in the
public market).


 






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“Maximum
Number of Securities” shall have the meaning given in Section 2.1.5.


 


“Business
Combination Agreement” shall have the meaning given in the Recitals hereto.


 


“Merger”
shall have the meaning given in the Recitals hereto.


 


“Merger Sub”
shall have the meaning given in the Recitals hereto.


 


“Minimum
Takedown Threshold” shall have the meaning given in Section 2.1.4.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light
of the circumstances under which they were made) not misleading.


 


“Original
RRA” shall have the meaning given in the Recitals hereto.


 


“Other Coordinated
Offering” shall have the meaning given in Section 2.3.1.


 


“Permitted
Transferees” shall mean with respect to each Holder and its Permitted Transferees, (a) prior to the expiration
of the Lock-up Period, any person or entity to whom such Holder is permitted to transfer such Registrable Securities prior to the expiration
of the Lock-up Period pursuant to Section 5.2 and (b) after the expiration of the Lock-up Period, any person or
entity to whom such Holder is permitted to transfer such Registrable Securities, subject to and in accordance with any applicable agreement
between such Holder and/or its Permitted Transferees and the Company and any transferee thereafter.


 


“Piggyback
Registration” shall have the meaning given in Section 2.2.1.


 


“Plan of Distribution”
shall have the meaning given in Section 2.1.1


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable
Security” shall mean (a) any outstanding shares of Common Stock and any other equity security (including
shares of Common Stock issued or issuable upon the exercise or conversion of any other equity security) of the Company held by a
Holder immediately following the Closing (including any securities distributable pursuant to the Business Combination Agreement and
any Investor Shares), (b) any outstanding shares of Common Stock or any other equity security (including warrants to purchase shares
of Common Stock and shares of Common Stock issued or issuable upon the exercise or conversion of any other equity security) of the
Company acquired by a Holder following the date hereof to the extent that such securities are “restricted securities”
(as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in Rule 144) of the Company, (c) any
Additional Holder Common Stock, and (d) any other equity security of the Company or any of its subsidiaries issued or issuable
with respect to any securities referenced in clause (a), (b) or (c) above by way of a stock dividend or stock split or in
connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however,
that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities upon the earliest to occur
of: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities
Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement
by the applicable Holder; (B) (i) such securities shall have been otherwise transferred (other than to a Permitted Transferee),
(ii) new certificates for such securities not bearing (or book entry positions not subject to) a legend restricting further transfer
shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under
the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without
registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act (but with no volume or manner of sale
or current public information requirement); (E) such securities have been sold without registration pursuant to Section 4(a)(1) of
the Securities Act or Rule 145 promulgated under the Securities Act or any successor rules promulgated under the Securities Act and
(F) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public
securities transaction.


 






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“Registration”
shall mean a registration, including any related Shelf Takedown, effected by preparing and filing a registration statement, Prospectus
or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder,
and such registration statement becoming effective.


 


“Registration
Expenses” shall mean the documented, out-of-pocket expenses of a Registration, including, without limitation, the
following:


 


(A)         all
registration, listing and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory
Authority, Inc.) and any national securities exchange on which the Common Stock is then listed;


 


(B)          fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel
for the Underwriters in connection with blue sky qualifications of Registrable Securities;


 


(C)          printing,
messenger, telephone and delivery expenses;


 


(D)          fees and disbursements of counsel for the Company;


 


(E)          fees and disbursements of all independent registered public accountants of the Company and any other persons, including special
experts, retained by the Company, incurred in connection with such Registration;


 


(F)          all
expenses in connection with the preparation, printing and filing of a Registration Statement, any Prospectus and amendments and supplements
thereto and the mailing and delivering of copies thereof to any Holders, underwriters and dealers and all expenses incidental to delivery
of the Registrable Securities; and


 


(G)          in an Underwritten Offering, Block Trade or Other Coordinated Offering, reasonable fees and expenses of one (1) legal counsel selected
by the majority-in-interest of the Demanding Holders (not to exceed $75,000 without the consent of the Company).


 






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“Registration
Statement” shall mean any registration statement that covers Registrable Securities pursuant to the provisions of
this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and
supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“Requesting
Holders” shall have the meaning given in Section 2.1.5.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


“Shelf”
shall mean the Form S-1 Shelf, the Form S-3 Shelf or any Subsequent Shelf Registration Statement, as the case may be.


 


“Shelf
Registration” shall mean a registration of securities pursuant to a registration statement filed with the Commission
in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).


 


“Shelf
Takedown” shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement,
including a Piggyback Registration.


 


“Sponsor”
shall have the meaning given in the Preamble hereto.


 


“Subscription
Agreement” shall have the meaning given in the Preamble hereto.


 


“Subsequent
Shelf Registration Statement” shall have the meaning given in Section 2.1.2.


 


“Point”
shall have the meaning given in the Preamble hereto.


 


“Point
Holders” shall have the meaning given in the Preamble hereto.


 


“Third-Party Investor
Stockholders” shall have the meaning given in the Recitals hereto.


 


“Transfer”
shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, grant of any option to purchase or otherwise dispose
of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect
to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security, (b) entry
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any
security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement
of any intention to effect any transaction specified in clause (a) or (b).


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.


 


“Underwritten
Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment
underwriting for distribution to the public.


 


“Underwritten
Shelf Takedown” shall have the meaning given in Section 2.1.4.


 


“Withdrawal
Notice” shall have the meaning given in Section 2.1.6.


 






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ARTICLE
II


 


REGISTRATIONS AND OFFERINGS


 


2.1          Shelf Registration.


 


2.1.1     Filing.
As soon as practicable but no later than thirty (30) calendar days following the Closing Date, the Company shall submit to or file
with the Commission a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”)
or a Registration Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”), if the Company is
then eligible to use a Form S-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2)
business days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts
to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) sixty
(60) calendar days (or ninety (90) calendar days if the Commission notifies the Company that it will “review” such Shelf
Registration) following the initial filing date thereof and (b) ten (10) business days after the Company is notified (orally or in
writing, whichever is earlier) by the Commission that such Shelf Registration will not be “reviewed” or will not be
subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any
method or combination of methods legally available (the “Plan of Distribution”) to, and requested by, any
Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the
Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously
effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in
compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event
the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf (and any
Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use a Form S-3
Shelf. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section
3.4. The Company shall, if requested by the Holder, use its best efforts to (i) cause the removal of any restrictive legend
related to compliance with the federal securities laws set forth on the Registrable Securities, (ii) cause its legal counsel to
deliver an opinion, if necessary, to the transfer agent in connection with the instruction under subclause (i) to the effect that
removal of such legends in such circumstances may be effected in compliance under the Securities Act, and (iii) issue Registrable
Securities without any such legend in certificated or book-entry form or by electronic delivery through The Depository Trust
Company, at the Holder's option, within two (2) Business Days of such request, if (A) the Registrable Securities are registered for
resale under the Securities Act, (B) the Registrable Securities may be sold by the Holder without restriction under Rule 144,
including without limitation, any volume and manner of sale restrictions, or (C) the Holder has sold or transferred, or proposes to
sell or transfer within five (5) Business Days of such request, Registrable Securities pursuant to the Registration Statement or in
compliance with Rule 144. The Company's obligation to remove legends under this Section 2.1.1 may be conditioned upon the Holder
timely providing such representations and documentation as are reasonably necessary and customarily required in connection with the
removal of restrictive legends related to compliance with the federal securities laws.


 






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2.1.2     Subsequent
Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities
are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts to as promptly
as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using its commercially reasonable
efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable
efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any
order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent
Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two (2) business
days prior to such filing), and pursuant to the Plan of Distribution. If a Subsequent Shelf Registration Statement is filed, the Company
shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the
Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such Subsequent Shelf Registration
Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included
therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities.
Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise,
such Subsequent Shelf Registration Statement shall be on another appropriate form. The Company’s obligation under this Section
2.1.2, shall, for the avoidance of doubt, be subject to Section 3.4.


 


2.1.3     Additional
Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are not registered
for resale on a delayed or continuous basis, the Company, upon written request of such Holder, shall promptly use its commercially reasonable
efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available
Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to
become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject
to the terms hereof; provided, however, that the Company shall only be required to cause such additional Registrable Securities
to be so covered once per calendar year for each of the Sponsor, the Director Holders and the Point Holders for an aggregate of not more
than three (3) additional registrations per calendar year.


 


2.1.4     Requests
for Underwritten Shelf Takedowns. Subject to Section 3.4, at any time and from time to time when an effective Shelf is on
file with the Commission, the Sponsor or a Point Holder (any of the Sponsor or a Point Holder being in such case, a “Demanding
Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that
is registered pursuant to the Shelf (each, an “Underwritten
Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf
Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or
together with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, at least $20
million (the “Minimum Takedown
Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the
Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf
Takedown. Subject to Section 2.3.4, the Company shall have the right to select the Underwriters for such offering (which
shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s
prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Sponsor and the Point Holders may each demand
not more than three (3) Underwritten Shelf Takedowns, for an aggregate of not more than six (6) Underwritten Shelf Takedowns
pursuant to this Agreement. The Company shall not be required to effect more than one (1) Underwritten Shelf Takedown during in any
six (6) month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering
pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering.


 






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2.1.5     Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good
faith, advises the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect
to such Underwritten Shelf Takedown (the “Requesting
Holders”) (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders
and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or other equity securities that
the Company desires to sell and all other shares of Common Stock or other equity securities, if any, that have been requested to be sold
in such Underwritten Offering pursuant to separate written contractual piggy-back registration rights held by any other stockholders,
exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely
affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum
dollar amount or maximum number of such securities, as applicable, the “Maximum
Number of Securities”), then the Company shall include in such Underwritten Offering, before including any shares
of Common Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities,
the Registrable Securities of (i) first, the Demanding Holders that can be sold without exceeding the Maximum Number of Securities (pro
rata based on the respective number of Registrable Securities that each Demanding Holder has requested be included in such Underwritten
Shelf Takedown and the aggregate number of Registrable Securities that all of the Demanding Holders have requested be included in such
Underwritten Shelf Takedown) and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (i), the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Requesting
Holder (if any) has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that
all of the Requesting Holders have requested be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum
Number of Securities.


 


2.1.6     Withdrawal.
Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten
Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right to withdraw
from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal
Notice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten
Shelf Takedown; provided that the Sponsor or a Point Holder may elect to have the Company continue an Underwritten Shelf Takedown
if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf
Takedown by the Sponsor the Point Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for
an Underwritten Shelf Takedown shall constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes
of Section 2.1.4, unless either (i) such Demanding Holder has not previously withdrawn any Underwritten Shelf Takedown or
(ii) such Demanding Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or,
if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable
Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if the Sponsor,
a Director Holder or a Point Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding
sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Sponsor, such Director
Holder or such Point Holder, as applicable, for purposes of Section 2.1.4. Following the receipt of any Withdrawal Notice,
the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Shelf Takedown.
Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in
connection with a Shelf Takedown prior to its withdrawal under this Section 2.1.6, other than if a Demanding Holder elects
to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 2.1.6.


 






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2.2             
Piggyback Registration.


 


2.2.1        Piggyback
Rights. Subject to Section 2.3.3, if the Company or any Holder proposes to conduct a registered offering of, or if
the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity
securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own
account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including,
without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any
registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan,
(ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under
the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of
the Company, (iv) for a dividend reinvestment plan, (v) a Block Trade or (vi) an Other Coordinated Offering, then the Company
shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not
less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten
Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement used for
marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the
intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and
(B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of
Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such
registered offering, a “Piggyback
Registration”). Subject to Section 2.2.2, the Company shall, in good faith, cause such Registrable
Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause
the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the
Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar securities
of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in
accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a
Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the
Underwriter(s) selected for such Underwritten Offering.


 






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2.2.2     Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to
be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback
Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires
to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered
offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable
Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2
hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has
been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of
Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:


 


(a)       if the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such
Registration or registered offering (A) first, the shares of Common Stock or other equity securities that the Company desires to
sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their
Registrable Securities pursuant to Section 2.2.1, pro rata, based on the respective number of Registrable Securities that
each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders
have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the
shares of Common Stock or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant
to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities
hereunder, which can be sold without exceeding the Maximum Number of Securities;


 


(b)       if
the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable
Securities, then the Company shall include in any such Registration or registered offering (A) first, the shares of Common Stock or
other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can
be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their
Registrable Securities pursuant to Section 2.2.1, pro rata, based on the respective number of Registrable Securities
that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the
Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of
Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A)
and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding
the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities, if any, as to which Registration or
a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or
entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of
Securities; and


 


(c)       if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Holder(s) of Registrable
Securities pursuant to Section 2.1 hereof, then the Company shall include in any such Registration or registered offering
securities in the priority set forth in Section 2.1.5.


 






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2.2.3     Piggyback
Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw from an Underwritten
Shelf Takedown, and related obligations, shall be governed by Section 2.1.6) shall have the right to withdraw from a Piggyback
Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of
his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed
with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration,
the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registration
used for marketing such transaction. The Company (whether on its own good faith determination or as the result of a request for withdrawal
by persons or entities pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission
in connection with a Piggyback Registration (which, in no circumstance, shall include a Shelf) at any time prior to the effectiveness
of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (other than Section 2.1.6), the
Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal
under this Section 2.2.3.


 


2.2.4     Unlimited
Piggyback Registration Rights. For purposes of clarity, subject to Section 2.1.6, any Piggyback Registration effected
pursuant to Section 2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.1.4
hereof.


 


2.3          Block Trades; Other Coordinated Offerings.


 


2.3.1     Notwithstanding
any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an
effective Shelf is on file with the Commission, if a Demanding Holder notifies the Company that such Demanding Holder wishes to
engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block
trade” (a “Block
Trade”), or (b) an “at the market” or similar registered offering through a broker, sales agent or
distribution agent, whether as agent or principal (an “Other Coordinated Offering”), in each case, (x)
with a total offering price reasonably expected to exceed ten million dollars ($10,000,000) in the aggregate or (y) with
respect to all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder only needs to notify
the Company of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to
commence and the Company shall, use its reasonable best efforts to facilitate as expeditiously as possible, such Block Trade or
Other Coordinated Offering of the Registrable Securities for which such Demanding Holder has requested such offering, without giving
any effect to any required notice periods or delivery of notices to any other Holders; provided, that the Demanding Holders
representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use
reasonable best efforts to work with the Company and any Underwriters, brokers, sales agents or placement agents prior to making
such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related
to the Block Trade or Other Coordinated Offering. Any offering conducted as a Block Trade or Other Coordinated Offering will not
count as an Underwritten Shelf Takedown for the purposes of Section 2.1.4.


 


2.3.2     Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block
Trade or Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated
Offering shall have the right to submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and any brokers,
sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with
a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section 2.3.2.


 


2.3.3     Notwithstanding anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated
Offering initiated by a Demanding Holder pursuant to this Agreement.


 


2.3.4     The Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and any brokers,
sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one
or more reputable nationally recognized investment banks).


 


2.3.5     A
Demanding Holder in the aggregate may demand no more than two (2) Block Trades or Other Coordinated Offerings pursuant to this Section
2.3 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant
to this Section 2.3 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section 2.1.4 hereof.


 






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ARTICLE
III


 


COMPANY PROCEDURES


 


3.1          General Procedures. In connection with any Shelf and/or Shelf Takedown, the Company shall use its commercially reasonable
efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution
thereof, and pursuant thereto the Company shall:


 


3.1.1     prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities
and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable
Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration
Statement or have ceased to be Registrable Securities;


 


3.1.2     prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities registered
on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions
applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration
Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended
plan of distribution set forth in such Registration Statement or supplement to the Prospectus or have ceased to be Registrable Securities;


 


3.1.3     prior
to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including
all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including
each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such
Registration or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such Holders; provided that the Company shall have no obligation to furnish any documents publicly filed or
furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”);


 


3.1.4     prior
to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the Registrable
Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United
States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification)
and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with
or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do
any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required
to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it
is not then otherwise so subject;


 


3.1.5     cause all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the
Company are then listed;


 






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3.1.6       
 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the
effective date of such Registration Statement;


 


3.1.7       
advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance
of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any
proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain
its withdrawal if such stop order should be issued;


 


3.1.8       
at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus (or such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange
Act, and the rules and regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce
the number of days that sales are suspended pursuant to Section 3.4), furnish a copy thereof to each seller of such Registrable
Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference
therein);


 


3.1.9       
notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the
Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in
effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4;


 


3.1.10   
in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or
sales agent pursuant to such Registration, in each of the following cases to the extent customary for a transaction of its type, permit
a representative of the Holders, the Underwriters or other financial institutions facilitating such Underwritten Offering, Block Trade,
Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney, consultant or accountant retained by
such Holders or Underwriter to participate, at each such person’s or entity’s own expense, in the preparation of the Registration
Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such
representative, Underwriter, financial institution, attorney, consultant or accountant in connection with the Registration; provided,
however, that such representatives, Underwriters or financial institutions agree to confidentiality arrangements in form and substance
reasonably satisfactory to the Company, prior to the release or disclosure of any such information;


 


3.1.11   
obtain a “comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration
(subject to such broker, placement agent or sales agent providing such certification or representation reasonably requested by the Company’s
independent registered public accountants and the Company’s counsel) in customary form and covering such matters of the type customarily
covered by “comfort” letters for a transaction of its type as the managing Underwriter may reasonably request, and reasonably
satisfactory to a majority-in-interest of the participating Holders;


 






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3.1.12   
 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or
sales agent pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration,
to the extent customary for a transaction of its type, obtain an opinion, dated such date, of counsel representing the Company for the
purposes of such Registration, addressed to the participating Holders, the broker, placement agents or sales agent, if any, and the Underwriters,
if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating
Holders, broker, placement agent, sales agent or Underwriter may reasonably request and as are customarily included in such opinions and
negative assurance letters;


 


3.1.13   
in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or
sales agent pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement,
in usual and customary form, with the managing Underwriter or the broker, placement agent or sales agent of such offering or sale;


 


3.1.14   
make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least
twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration
Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule then in
effect);


 


3.1.15   
with respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make
available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested
by the Underwriter in such Underwritten Offering; and


 


3.1.16   
otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating
Holders, consistent with the terms of this Agreement, in connection with such Registration.


 


Notwithstanding the foregoing, the Company shall
not be required to provide any documents or information to an Underwriter, broker, sales agent or placement agent if such Underwriter,
broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering
involving a registration as an Underwriter, broker, sales agent or placement agent, as applicable.


 


3.2             
Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged
by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all fees and expenses of any legal counsel representing the Holders.


 






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3.3              Requirements
for Participation in Registration Statement in Offerings. Notwithstanding anything in this Agreement to the contrary, if any
Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable
Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that
it is necessary or advisable to include such information in the applicable Registration Statement or Prospectus and such Holder
continues thereafter to withhold such information. In addition, no person or entity may participate in any Underwritten Offering or
other offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person
or entity (i) agrees to sell such person’s or entity’s securities on the basis provided in any underwriting, sales,
distribution or placement arrangements approved by the Company and (ii) completes and executes all customary questionnaires,
powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be
reasonably required under the terms of such underwriting, sales, distribution or placement arrangements. For the avoidance of doubt,
the exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the
registration of the other Registrable Securities to be included in such Registration.


 


3.4             
Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights.


 


3.4.1       
Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the
Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus
correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as
soon as reasonably practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus
may be resumed.


 


3.4.2       
Subject to Section 3.4.4, if the filing, initial effectiveness or continued use of a Registration Statement in respect
of any Registration at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such
Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or
(c) in the good faith judgment of the majority of the Board such Registration, be seriously detrimental to the Company and the majority
of the Board concludes as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, the
Company may, upon giving prompt written notice of such action to the Holders (which notice shall not specify the nature of the event giving
rise to such delay or suspension), delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the
shortest period of time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its
rights under this Section 3.4.2, the Holders agree to suspend, immediately upon their receipt of the notice referred to above,
their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such
Holder receives written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain
the confidentiality of such notice and its contents.


 


3.4.3        Subject
to Section 3.4.4, (a) during the period starting with the date sixty (60) days prior to the Company’s good
faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a
Company-initiated Registration and provided that the Company continues to actively employ, in good faith, all commercially
reasonable efforts to maintain the effectiveness of the applicable Shelf Registration Statement, or (b) if, pursuant
to Section 2.1.4, Holders have requested an Underwritten Shelf Takedown and the Company and Holders are unable
to obtain the commitment of underwriters to firmly underwrite such offering, the Company may, upon giving prompt written notice of
such action to the Holders, delay any other registered offering pursuant to Section 2.1.4 or 2.3.


 






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3.4.4       
The right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section 3.4.2
or a registered offering pursuant to Section 3.4.3 shall be exercised by the Company, in the aggregate, for not more than
ninety (90) consecutive calendar days or more than one hundred and twenty (120) total calendar days in each case, during any twelve (12)-month
period.


 


3.5             
Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall
be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange
Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly
filed or furnished with the Commission pursuant to EDGAR shall be deemed to have been furnished or delivered to the Holders pursuant to
this Section 3.5. The Company further covenants that it shall take such further action as any Holder may reasonably request,
all to the extent required from time to time to enable such Holder to sell shares of Common Stock held by such Holder without registration
under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor
rule then in effect). Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized
officer as to whether it has complied with such requirements.


 


ARTICLE
IV


 

INDEMNIFICATION AND CONTRIBUTION


 


4.1             
Indemnification.


 


4.1.1       
The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors
and agents and each person or entity who controls such Holder (within the meaning of the Securities Act), against all losses, claims,
damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable and documented outside attorneys’ fees)
resulting from any untrue or alleged untrue statement of material fact contained in or incorporated by reference in any Registration Statement,
Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by
or contained in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein. The Company
shall indemnify the Underwriters, their officers and directors and each person or entity to controls such Underwriters (within the meaning
of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.


 






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4.1.2       
 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall
furnish (or cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use
in connection with any such Registration Statement or Prospectus (the “Holder
Information”) and, to the extent permitted by law, shall indemnify the Company, its directors, officers and agents
and each person or entity who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities
and out-of-pocket expenses (including, without limitation, reasonable and documented outside attorneys’ fees) resulting from any
untrue or alleged untrue statement of material fact contained or incorporated by reference in any Registration Statement, Prospectus or
preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement is
contained in (or not contained in, in the case of an omission) any information or affidavit so furnished in writing by or on behalf of
such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and
several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion
to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement.


 


4.1.3       
Any person or entity entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim
with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or
entity’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and
(ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties
may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory
to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is
not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one
counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified
party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.
No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement
which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms
of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such indemnified party
or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation.


 


4.1.4        The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or
on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall
survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees
to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the
Company’s or such Holder’s indemnification is unavailable for any reason.


 






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4.1.5       
If the indemnification provided under Section 4.1 from the indemnifying party is unavailable or insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then
the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified
party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect
the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative
fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made
by (or not made by, in the case of an omission), or relates to information supplied by (or not supplied by in the case of an omission),
such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge,
access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder
under this Section 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving
rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be
deemed to include, subject to the limitations set forth in Sections 4.1.1, 4.1.2 and 4.1.3 above, any legal
or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.1.5 were determined
by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in
this Section 4.1.5. No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution pursuant to this Section 4.1.5 from any person or entity who was not guilty
of such fraudulent misrepresentation.


 


ARTICLE
V


 

LOCK-UP


 


5.1              Lock-up.
Subject to Section 5.2, each Lock-up Party agrees that it shall not Transfer any Lock-up Shares prior to the end of the
Lock-up Period (the “Lock-up”). Notwithstanding the foregoing, The provisions of Section 5.1 shall
not apply to: (a) transactions relating to shares of Common Stock acquired in open market transactions; (b) Transfers of shares of
Common Stock or any security convertible into or exercisable or exchangeable for Common Stock as a bona fide gift or charitable
contribution; (c) Transfers of shares of Common Stock to a trust, or other entity formed for estate planning purposes for the
primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of the undersigned or any other person with
whom the undersigned has a relationship by blood, marriage or adoption not more remote than first cousin; (d) Transfers by will or
intestate succession upon the death of the undersigned; (e) the Transfer of shares of Common Stock pursuant to a qualified domestic
order, court order or in connection with a divorce settlement; (f) if the Lock-up Party is a corporation, partnership (whether
general, limited or otherwise), limited liability company, trust or other business entity, (i) Transfers to another corporation,
partnership, limited liability company, trust or other business entity that controls, is controlled by or is under common control or
management with the Lock-up Party, or (ii) distributions of shares of Common Stock to partners, limited liability company members or
stockholders of the Lock-up Party, including, for the avoidance of doubt, where the Lock-up Party is a partnership, to its general
partner or a successor partnership or fund, or any other funds managed by such partnership; (g) if the Holder is a trust, Transfers
to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (h) Transfers to the Company’s
officers, directors or their affiliates; (i) Transfers to a nominee or custodian of a person or entity to whom a disposition or
Transfer would be permissible under Sections 5.1(a) through 5.2(h); (j) pledges of shares of Common Stock or other Registrable
Securities as security or collateral in connection with any borrowing or the incurrence of any indebtedness by any Lock-up Party;
provided, however, that such borrowing or incurrence of indebtedness is secured by a portfolio of assets or equity interests issued
by multiple issuers; (k) Transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization,
consolidation or other transaction involving a Change in Control of the Company; provided, however, that in the event that such
tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Common Stock subject to this
Agreement shall remain subject to this Agreement; (l) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under
the Exchange Act; provided, however, that such plan does not provide for the Transfer of Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock during the Lock-Up Period; (m) Transfers of shares of Common Stock to the
Company in connection with the repurchase of the undersigned’s shares in connection with the termination of the
undersigned’s employment with the Company pursuant to contractual agreements with the Company; (n) Transfers of shares of
Common Stock to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of Common Stock or
the vesting of stock-based awards; (o) Transfers of shares of Common Stock in payment on a “net exercise” or
 “cashless” basis of the exercise or purchase price with respect to the exercise of options to purchase shares of Common
Stock; (p) Transfers to the Company through the exercise of a stock option granted under a stock incentive plan or stock purchase
plan or a warrant, and the receipt by the Lock-up Holder from the Company of shares of Common Stock upon any such exercise, insofar
as such option or warrant expires during the Lock-Up Period; provided that the underlying shares shall continue to be subject to the
restrictions on transfer set forth in this Agreement; provided, however, that in the case of any Transfer pursuant to Sections
5.2(b) through 5.2(i), each donee, distribute, pledgee or other transferee shall agree in writing, in form and substance reasonably
satisfactory to the Company, to be bound by the provisions of this Agreement.


 






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5.2              Permitted
Transferees. Notwithstanding the provisions set forth in Section 5.1, each Lock-up Party may Transfer the Lock-up Shares
during the Lock-up Period (a) to (i) the Company’s officers or directors, (ii) any affiliates or family members of the
Company’s officers or directors, (iii) any direct or indirect partners, members or equity holders of such Lock-up Party, or
any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates, or (iv)
any other Lock-up Party or any direct or indirect partners, members or equity holders of such other Lock-up Party, any affiliates of
such other Lock-up Party or any related investment funds or vehicles controlled or managed by such persons or entities or their
respective affiliates, (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a
trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person or entity, or
to a charitable organization, (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the
individual, (d) in the case of an individual, pursuant to a qualified domestic relations order, (e) in the case of a trust, by
distribution to one or more of the permissible beneficiaries of such trust, (f) to the partners, members or equity holders of such
Lock-up Party by virtue of the Lock-up Party’s organizational documents, as amended, upon dissolution of the Lock-up Party,
(g) in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide
loan or debt transaction or enforcement thereunder, (h) to the Company, or (i) in connection with a liquidation, merger, stock
exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction
which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash,
securities or other property subsequent to the Closing Date. The parties acknowledge and agree that any Permitted Transferee of a
Lock-up Party shall be subject to the transfer restrictions set forth in this ARTICLE V with respect to the Lock-up Shares
upon and after acquiring such Lock-up Shares.


 






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ARTICLE
VI


 

MISCELLANEOUS


 


6.1             
Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States
mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery
in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile.
Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given,
served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in
the case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the
addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation.
Any notice or communication under this Agreement must be addressed, if to the Company, to: POINT Biopharma Global Inc., 22 St. Clair Avenue
East, Suite 1201, Toronto, Ontario M4T 2S3, Canada., Attention: Joe McCann & Bill Demers or by email: jmccann@pointbiopharma.com &
bdemers@pointbiopharma.com, and, if to the Sponsor, Director Holders and Point Holders, at such Holder’s address, electronic mail
address or facsimile number as set forth on Schedule 2, and as to any other Holder (such as a Permitted Transferee or Additional
Holder) at such Holder’s address, electric mail address or facsimile number as set forth in the Company’s books and records.
Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such
change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 6.1. Notwithstanding
the foregoing, notices given to Holders holding in book-entry form may be given through the facilities of the Depositary.


 


6.2             
Assignment; No Third Party Beneficiaries.


 


6.2.1       
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company
in whole or in part.


 


6.2.2        Subject
to Section 6.2.4 and Section 6.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder may be
assigned in whole or in part to such Holder’s Permitted Transferees to which it transfers Registrable Securities; provided that
(1) immediately following such transfer such Registrable Securities remain Registrable Securities, and (2) with respect to the
Sponsor, the Director Holders and the Point Holders, the rights hereunder that are personal to such Holders may not be assigned or
delegated in whole or in part, except that (i) the Sponsor shall be permitted to transfer its rights hereunder as the Sponsor to one
or more affiliates or any direct or indirect partners, members or equity holders of the Sponsor, (ii) each of the Director Holders
shall be permitted to transfer its rights hereunder as the Director Holders to one or more affiliates or any direct or indirect
partners, members or equity holders of such Director Holder (it being understood that no such transfer shall reduce or multiply any
rights of such Director Holder or such transferees) and (iii) each of the Point Holders shall be permitted to transfer its
rights hereunder as the Point Holders to one or more affiliates or any direct or indirect partners, members or equity holders of
such Point Holder (it being understood that no such transfer shall reduce or multiply any rights of such Point Holder or such
transferees).


 






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6.2.3       
This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors
and the permitted assigns of the Holders, which shall include Permitted Transferees.


 


6.2.4       
This Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly
set forth in this Agreement and Section 6.2.


 


6.2.5       
No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate
the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1
hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and
provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement, including the joinder
in the form of Exhibit A attached hereto). Any transfer or assignment made other than as provided in this Section 6.2
shall be null and void.


 


6.3             
Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of
which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.


 


6.4             
Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES
EXPRESSLY AGREE THAT (1) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AND (2) THE
VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK


 


6.5              TRIAL
BY JURY. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO
INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR
INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.


 






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6.6             
Amendments and Modifications. Upon the written consent of (a) the Company and (b) the Holders of a majority of the
total Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived,
or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the
foregoing, any amendment hereto or waiver hereof shall also require the written consent of the Sponsor; provided, further,
that notwithstanding the foregoing, any amendment hereto or waiver hereof shall also require the written consent of each Point Holder
so long as such Point Holder and its respective affiliates hold, in the aggregate, at least one percent (1%) of the outstanding shares
of Common Stock of the Company; and provided, further, that any amendment hereto or waiver hereof that adversely affects
one Holder, solely in its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different
from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder
or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies
under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of
any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies
hereunder or thereunder by such party.


 


6.7             
Other Registration Rights. Other than the Sponsor and Third-Party Investor Stockholders who each have registration rights
with respect to their Investor Shares pursuant to their respective Subscription Agreements, the Company represents and warrants that no
person or entity, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the
Company for sale or to include such securities of the Company in any Registration Statement filed by the Company for the sale of securities
for its own account or for the account of any other person or entity. The Company hereby agrees and covenants that it will not grant rights
to register any Common Stock (or securities convertible into or exchangeable for Common Stock) pursuant to the Securities Act that are
more favorable, pari passu or senior to those granted to the Holders hereunder without (a) the prior written consent of (i) the Sponsor,
for so long as the Sponsor and its affiliates hold, in the aggregate, Registrable Securities representing at least one percent (1%) of
the outstanding shares of Common Stock of the Company, and (ii) a Point Holder, for so long as such Point Holder and its affiliates hold,
in the aggregate, Registrable Securities representing at least one percent (1%) of the outstanding shares of Common Stock of the Company,
or (b) granting economically and legally equivalent rights to the Holders hereunder such that the Holders shall receive the benefit of
such more favorable or senior terms and/or conditions. Further, the Company represents and warrants that this Agreement supersedes any
other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement
or agreements and this Agreement, the terms of this Agreement shall prevail.


 


6.8             
Term. This Agreement shall terminate on the earlier of (a) the tenth (10th) anniversary of the date of this Agreement
and (b) with respect to any Holder, on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.5
and Article IV shall survive any termination.


 






    23


     


    

 


6.9             
 Holder Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable
Securities held by such Holder in order for the Company to make determinations hereunder.


 


6.10         
Additional Holders; Joinder. In addition to persons or entities who may become Holders pursuant to Section 6.2
hereof, subject to the prior written consent of each of the Sponsor and each Point Holder (in each case, so long as such Point Holder
and its affiliates hold, in the aggregate, Registrable Securities representing at least one percent (1%) of the outstanding shares of
Common Stock of the Company), the Company may make any person or entity who acquires Common Stock or rights to acquire Common Stock after
the date hereof a party to this Agreement (each such person or entity, an “Additional Holder”) by obtaining
an executed joinder to this Agreement from such Additional Holder in the form of Exhibit A attached hereto (a “Joinder”).
Such Joinder shall specify the rights and obligations of the applicable Additional Holder under this Agreement. Upon the execution and
delivery and subject to the terms of a Joinder by such Additional Holder, the Common Stock then owned, or underlying any rights then owned,
by such Additional Holder (the “Additional Holder Common Stock”) shall be Registrable Securities to the extent
provided herein and therein and such Additional Holder shall be a Holder under this Agreement with respect to such Additional Holder Common
Stock.


 


6.11         
Severability. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest
extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any
particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable
for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other
jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable
in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other jurisdiction.


 


6.12         
Entire Agreement; Restatement. This Agreement constitutes the full and entire agreement and understanding between the parties
with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. Upon
the Closing, the Original RRA shall no longer be of any force or effect.


 


6.13         
Adjustments. If, and as often as, there are any changes in the Registrable Securities by way of stock split, stock dividend,
combination or reclassification, or through merger, consolidation, reorganization, recapitalization or sale, or by any other means, appropriate
adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations
hereunder shall continue with respect to the Registrable Securities as so changed.


 


[SIGNATURE PAGES FOLLOW]


 






    24


     


    

 


IN WITNESS WHEREOF, the undersigned
have caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	POINT BIOPHARMA GLOBAL INC.
	 	a Delaware corporation
	 	 
	 	By:	/s/ William L. Demers
	 	 	Name:William L. Demers
	 	 	Title:  Chief Financial Officer



 


	 	HOLDERS:
	 	 
	 	THERAPEUTICS ACQUISITION HOLDINGS LLC
	 	a Delaware limited liability company
	 	 
	 	By:	/s/ Matthew Hammond
	 	 	Name:Matthew Hammond
	 	 	Title: Chief Financial Officer



 


	 	/s/ Daniel Grau
	 	DANIEL GRAU
	 	 
	 	/s/ Michael Gray
	 	MICHAEL GRAY
	 	 
	 	/s/ David Lubner
	 	DAVID LUBNER



 


[Signature Page to Amended
and Restated Registration and Stockholder Rights Agreement]


 






    


     


    

 


IN WITNESS WHEREOF, the undersigned
have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	/s/ Allan Silber               
	 	ALLAN SILBER
	 	 
	 	/s/ Allan Silber in Trust                             
	 	ALLAN SILBER IN TRUST



 


	 	ANGLIAN HOLDINGS LLC
	 	 	 
	 	By: 	/s/ Allan Silber                                   






	 	Name:	Allan Silber
	 	Title:	Director



 


	 	/s/ David Silber                                         
	 	DAVID SILBER
	 	 
	 	/s/ Hinda Silber                                         
	 	HINDA SILBER
	 	 
	 	/s/ Jay Silber                                             
	 	JAY SILBER
	 	 
	 	/s/ Leah Silber                                           
	 	LEAH SILBER



 


	 	SILBER HOLDINGS INC.
	 	 	 
	 	By:	 /s/ Allan Silber                                  






	 	Name:	Allan Silber
	 	Title:	President



 





[Signature Page to Amended and Restated
Registration and Stockholder Rights Agreement]

 






    


     


    

 


IN WITNESS WHEREOF, the undersigned
have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	1510789 ONTARIO INC.
	 	 
	 	By:	/s/ Neil Fleshner  
	 	Name: Neil
    Fleshner
	 	Title:   CMO
	 	 
	 	FLESHNER FAMILY TRUST
	 	 
	 	By:	/s/ Philip Fleshner  
	 	Name: Philip
    Fleshner
	 	Title:   Trustee
	 	 
	 	/s/ Neil Fleshner  
	 	NEIL FLESHNER
	 	 
	 	/s/ Eleanore Rosenstein  
	 	ELEANORE ROSENSTEIN
	 	 
	 	/s/ Carole Rosenstein  
	 	CAROLE ROSENSTEIN
	 	 
	 	/s/ Patricia North in Trust  
	 	PATRICIA NORTH IN TRUST
	 	 
	 	COMPASS MEETING SCIENCE INC.
	 	 
	 	By:	/s/ Howard M. Glase  
	 	Name: Howard
    M. Glase
	 	Title:   C.E.O.




 


[Signature Page to Amended
and Restated Registration and Stockholder Rights Agreement]


 









     


     


    

 


IN WITNESS WHEREOF, the undersigned
have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	VERITY PHARMACEUTICALS INC.
	 	 
	 	By:	/s/ Allan Silber                             
	 	Name: Allan
    Silber
	 	Title:   Chairman 
	 	 
	 	/s/ Joe McCann  
	 	JOE MCCANN
	 	 
	 	/s/ Michael Gottlieb  
	 	MICHAEL GOTTLIEB
	 	 
	 	/s/ Ariel Shomair  
	 	ARIEL SHOMAIR
	 	 
	 	/s/ Benjamin Shomair  
	 	BENJAMIN SHOMAIR
	 	 
	 	/s/ Nicole Shomair  
	 	NICOLE SHOMAIR
	 	 
	 	LONG ZONE HOLDINGS INC.
	 	 
	 	By:	 /s/ Jonathan Ross Goodman  
	 	Name: Jonathan
    Ross Goodman
	 	Title:   C.E.O.
	 	 
	 	/s/ Howard Glase  
	 	HOWARD GLASE




 


[Signature Page to Amended
and Restated Registration and Stockholder Rights Agreement] 


 









     


     


    

 


IN WITNESS WHEREOF, the undersigned
have caused this Agreement to be executed as of the date first written above.


 


	 	HOLDERS:
	 	 
	 	/s/ Jonathan Goodman  
	 	JONATHAN GOODMAN
	 	 
	 	/s/ Gerry Hogue  
	 	GERRY HOGUE
	 	  
	 	/s/ M.E. (Peggy) Gilmour  
	 	M.E. (PEGGY) GILMOUR
	 	 
	 	/s/ Bill Demers  
	 	BILL DEMERS
	 	 
	 	/s/ Todd Hockemeyer  
	 	TODD HOCKEMEYER
	 	  
	 	/s/ Jessica Jensen  
	 	JESSICA JENSEN 
	 	 
	 	/s/ Justyna Kelly  
	 	JUSTYNA KELLY




 


[Signature Page to Amended
and Restated Registration and Stockholder Rights Agreement]


 









     


     


    

 


Schedules


 


Schedule 1 - Point Holders

Schedule 2 - Holder Addresses


 


 









     


     


    

 





Exhibit A


 


REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT
JOINDER


 


The undersigned is executing
and delivering this joinder (this “Joinder”)
pursuant to the Amended and Restated Registration and Stockholder Rights Agreement, dated as of [●], 2021 (as the same may hereafter
be amended, the “Registration and Stockholder Rights Agreement”),
among POINT Biopharma Global Inc., a Delaware corporation (the “Company”),
and the other persons or entities named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings
provided in the Registration and Stockholder Rights Agreement.


 


By executing and delivering
this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned hereby
agrees to become a party to, to be bound by, and to comply with the Registration and Stockholder Rights Agreement as a Holder of Registrable
Securities in the same manner as if the undersigned were an original signatory to the Registration and Stockholder Rights Agreement, and
the undersigned’s shares of Common Stock shall be included as Registrable Securities under the Registration and Stockholder Rights
Agreement to the extent provided therein.


 


Accordingly, the undersigned
has executed and delivered this Joinder as of the __________ day of __________, 20__.


 


	 	 
	 	Signature of Stockholder
	 	 
	 	 
	 	Print Name of Stockholder
	 	Its:
	 	 
	 	Address:	    
	 	 
	 	 




 


Agreed and Accepted as of

____________, 20__


 


	POINT BIOPHARMA GLOBAL INC.	 
	 	 
	By:	               	 
	Name:	 
	Its: