Exhibit 10.5


 



FORM OF REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”) is entered into as of [●], 2021, by and among FS Development Corp. II, a Delaware corporation
(the “Company”), the parties listed as Investors on Schedule I hereto (each, an “Investor”
and collectively, the “Investors”) and Pardes Biosciences, Inc., a Delaware company (“Pardes”).


 


WHEREAS, the Company, Orchard
Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Pardes and Shareholder Representative Services LLC,
a Colorado limited liability company, as the Stockholders’ Representative, have entered into that certain Agreement and Plan of
Merger, dated as of June 29, 2021 (as amended or supplemented from time to time, the “Merger Agreement”), pursuant
to which, among other things, Merger Sub will merge with and into Pardes (the “Merger”), with Pardes surviving
the Merger as a wholly-owned subsidiary of the Company;





 


WHEREAS, the Company and the
Investors listed as Company Investors on Schedule I hereto (collectively, the “Company Investors”) are
parties to that certain Registration Rights Agreement, dated February 16, 2021 (the “Prior Agreement”);


 


WHEREAS, the Company and the
Company Investors desire to terminate the Prior Agreement in its entirety and to accept the rights created pursuant to this Agreement
in lieu of the rights granted to them under the Prior Agreement;


 


WHEREAS, the Company Investors
and Pardes Investors listed on Schedule I hereto (the “Pardes Investors”) have subscribed to purchase
shares of Common Stock in the Private Placement (as defined in the Merger Agreement) in connection with the consummation of the Merger;
and


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


		1.	DEFINITIONS. The following capitalized terms used herein have
the following meanings:



 


“Addendum Agreement”
is defined in Section 7.2.


 


“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Business Day”
means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law
to close.


 


“Closing Date”
is defined in the Merger Agreement.


 


“Commission”
means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act.


 


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


 






     


     

    

 


“Company”
is defined in the preamble to this Agreement.


 


“Company Board”
is defined in Section 3.1.1.


 


“Company Investors”
is defined in the preamble to this Agreement.


 


“Demand Registration”
is defined in Section 2.2.1.


 


“Demanding Holder”
is defined in Section 2.2.1.


 


“Effectiveness
Period” is defined in Section 3.1.3.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as
the same shall be in effect at the time.


 


“Filing Date”
is defined in Section 2.1.1.


 


“Form S-1” means
a Registration Statement on Form S-1.


 


“Form S-3”
means a Registration Statement on Form S-3 or any similar short-form registration that may be available at such time.


 


“Indemnified Party”
is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Investor”
and “Investors” is defined in the preamble to this Agreement.


 


“Investor Indemnified
Party” is defined in Section 4.1.


 


“Lock-up Period”
is defined in Section 6.1.


 


“Maximum Number
of Shares” is defined in Section 2.2.4.


 


“Merger”
is defined in the preamble to this Agreement.


 


“Merger Agreement”
is defined in the preamble to this Agreement.


 


“Merger Sub”
is defined in the preamble to this Agreement.


 


“New Registration
Statement” is defined in Section 2.1.4.


 


“Notices”
is defined in Section 7.5.


 


“Pardes”
is defined in the preamble to this Agreement.


 


“Pardes Investors”
is defined in the recitals to this Agreement.


 






    2


     

    

 


“Piggy-Back Registration”
is defined in Section 2.3.1.


 


“Prior Agreement”
is defined in the preamble to this Agreement.


 


“Private Placement”
is defined in the Merger Agreement.


 


“Pro Rata”
is defined in Section 2.2.4.


 


“Register,”
“Registered” and “Registration” mean a registration effected by preparing and filing
a registration statement 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.


 


“Registrable Securities”
means (i) the shares of Common Stock issued to the Investors in the Merger, (ii) the shares of Common Stock held by the Company Investors,
(iii) the shares of Common Stock issuable to the Investors in the Private Placement and (iv) all shares of Common Stock issued to any
Investor with respect to such securities referred to in clauses (i) through (iii) by way of any share split, share dividend or
other distribution, recapitalization, share exchange, share reconstruction, amalgamation, contractual control arrangement or similar event.
As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (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; (b) such securities shall have been otherwise transferred,
new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public
distribution of them shall not require Registration under the Securities Act; or (c) such securities shall have ceased to be outstanding.


 


“Registration
Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act
and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8,
or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets
of another entity).


 


“Requesting Holder”
is defined in Section 2.1.5(a).


 


“Resale Shelf
Registration Statement” is defined in Section 2.1.1.


 


“SEC Guidance”
is defined in Section 2.1.4.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same
shall be in effect at the time.


 


“Selling Holders”
is defined in Section 2.1.5(a)(ii).


 






    3


     

    

 


“Subsequent Shelf
Registration” is defined in Section 2.1.3.


 


“Transfer”
means to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, make any short sale or
otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or
decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission
promulgated thereunder, with respect to any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock
or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, (ii) enter into any
swap or hedging or other arrangement which is designed to or which reasonably could be expected to lead to or result in a sale or disposition
of the shares of Common Stock, or that transfers to another, in whole or in part, any of the economic consequences of ownership of any
shares of Common Stock, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) publicly
announce any intention to effect any transaction, including the filing of a registration statement specified in clauses (i) or
(ii). Notwithstanding the foregoing, a Transfer shall not be deemed to include any transfer for no consideration, provided
that the donee, trustee, heir or other transferee has executed and delivered to the Company an agreement in writing in form reasonably
satisfactory to the Company agreeing to be bound by the same terms under this Agreement to the extent and for the duration that such terms
remain in effect at the time of the Transfer.


 


“Underwriter”
means 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
Demand Registration” shall mean an underwritten public offering of Registrable Securities pursuant to a Demand Registration,
as amended or supplemented.


 


“Underwritten
Offering” is defined in Section 2.2.3.


 


“Underwritten
Takedown” shall mean an underwritten public offering of Registrable Securities pursuant to the Resale Shelf Registration
Statement, as amended or supplemented.


 


		2.	REGISTRATION RIGHTS.



 


2.1 Resale
Shelf Registration Rights.


 


2.1.1 Registration
Statement Covering Resale of Registrable Securities. The Company shall prepare and file or cause to be prepared and filed with the
Commission as soon as practicable after the Closing Date (as such term is defined in the Merger Agreement), but in any event no later
than thirty (30) calendar days after the Closing Date (the “Filing Date”), a Registration Statement for an offering
to be made on a continuous basis pursuant to Rule 415 of the Securities Act Registering the resale from time to time by Investors of all
of the Registrable Securities then held by such Investors that are not covered by an effective registration statement on the Filing Date
(the “Resale Shelf Registration Statement”). The Resale Shelf Registration Statement shall be on Form S-3 or
another appropriate form permitting Registration of such Registrable Securities for resale by such Investors. The Company shall use reasonable
best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, and once effective,
to keep the Resale Shelf Registration Statement continuously effective under the Securities Act at all times until the expiration of the
Effectiveness Period.


 






    4


     

    

 


2.1.2 Notification
and Distribution of Materials. The Company shall notify the Investors in writing of the effectiveness of the Resale Shelf Registration
Statement and shall furnish to them, without charge, such number of copies of the Resale Shelf Registration Statement (including any amendments,
supplements and exhibits), the prospectus contained therein (including each preliminary prospectus and all related amendments and supplements)
and any documents incorporated by reference in the Resale Shelf Registration Statement or such other documents as the Investors may reasonably
request in order to facilitate the sale of the Registrable Securities in the manner described in the Resale Shelf Registration Statement.


 


2.1.3 Amendments
and Supplements; Subsequent Shelf Registration. Subject to the provisions of Section 2.1.1 above, the Company shall promptly
prepare and file with the Commission from time to time such amendments and supplements to the Resale Shelf Registration Statement and
prospectus used in connection therewith as may be necessary to keep the Resale Shelf Registration Statement effective and to comply with
the provisions of the Securities Act with respect to the disposition of all the Registrable Securities during the Effectiveness Period,
or to file an additional Registration Statement as a shelf registration (a “Subsequent Shelf Registration”)
Registering the resale of all outstanding Registrable Securities from time to time, and pursuant to any method or combination of methods
legally available to, and requested by, any holder of Registrable Securities. If a Subsequent Shelf Registration is filed, the Company
shall use its reasonable best efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as
promptly as is reasonably practicable after the filing thereof and (ii) keep such Subsequent Shelf Registration continuously effective
and to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities at all times
during the Effectiveness Period.


 


2.1.4 Rule
415 Restriction. Notwithstanding the Registration obligations set forth in this Section 2.1, in the event the Commission informs
the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be Registered for resale as a secondary
offering on a single registration statement, the Company agrees to promptly (i) inform each of the holders thereof and use its commercially
reasonable efforts to file amendments to the Resale Shelf Registration Statement as required by the Commission and/or (ii) withdraw the
Resale Shelf Registration Statement and file a new registration statement (a “New Registration Statement”),
in either case covering the maximum number of Registrable Securities permitted to be Registered by the Commission, on Form S-3 or such
other form available to Register for resale the Registrable Securities as a secondary offering; provided, however, that
prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts
to advocate with the Commission for the Registration of all of the Registrable Securities in accordance with any publicly-available written
or oral guidance, comments, requirements or requests of the Commission staff (the “SEC Guidance”), including
without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement,
if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be Registered on a particular Registration
Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission
for the Registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its
Registrable Securities, the number of Registrable Securities to be Registered on such Registration Statement will be reduced on a pro
rata basis based on the total number of Registrable Securities held by the Investors, subject to a determination by the Commission that
certain Investors must be reduced first based on the number of Registrable Securities held by such Investors. In the event the Company
amends the Resale Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or
(ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission
or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or
such other form available to Register for resale those Registrable Securities that were not Registered for resale on the Resale Shelf
Registration Statement, as amended, or the New Registration Statement.


 






    5


     

    

 


2.1.5 Notice
of Certain Events. The Company shall promptly notify the Investors in writing of any request by the Commission for any amendment or
supplement to, or additional information in connection with, the Resale Shelf Registration Statement required to be prepared and filed
hereunder (or prospectus relating thereto). The Company shall promptly notify each Investor in writing of the filing of the Resale Shelf
Registration Statement or any prospectus, amendment or supplement related thereto or any post-effective amendment to the Resale Shelf
Registration Statement and the effectiveness of any post-effective amendment.


 


(a) If
on or after the expiration of the Lock-up Period (as defined in Section 6.1), the Company shall receive a request from the holders
of Registrable Securities with an estimated market value of at least five million U.S. dollars ($5,000,000) (the requesting holder(s)
shall be referred to herein as the “Requesting Holder(s)”) that the Company effect the Underwritten Takedown
of all or any portion of the Requesting Holder’s Registrable Securities, and specifying the intended method of disposition thereof,
then the Company shall promptly give notice of such requested Underwritten Takedown at least ten (10) Business Days prior to the anticipated
filing date of the prospectus or supplement relating to such Underwritten Takedown to the other Investors and thereupon shall use its
reasonable best efforts to effect, as expeditiously as possible, the offering in such Underwritten Takedown of:


 


(i) subject
to the restrictions set forth in Section 2.2.4, all Registrable Securities for which the Requesting Holder has requested such
offering under Section 2.1.5(a), and


 


(ii) subject
to the restrictions set forth in Section 2.2.4, all other Registrable Securities that any holders of Registrable Securities
(all such holders, together with the Requesting Holder, the “Selling Holders”) have requested the Company to
offer by request received by the Company within seven (7) Business Days after such holders receive the Company’s notice of the Underwritten
Takedown, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the
Registrable Securities so to be offered.


 


(b) Promptly
after the expiration of the seven (7)-Business Day-period referred to in Section 2.1.5(a)(ii), the Company will notify all
Selling Holders of the identities of the other Selling Holders and the number of shares of Registrable Securities requested to be included
therein.


 






    6


     

    

 


(c) the
Company shall only be required to effectuate: (i) one Underwritten Takedown within any six (6)-month period; (ii) no more than two (2)
Underwritten Takedowns in respect of all Registrable Securities held by the Company Investors after giving effect to Section 2.2.1(C);
and (iii) no more than two (2) Underwritten Takedowns in respect of all Registrable Securities held by Pardes Investors after giving effect
to Section 2.2.1(D).


 


(d) If
the managing underwriter in an Underwritten Takedown advises the Company and the Requesting Holder that, in its view, the number of shares
of Registrable Securities requested to be included in such underwritten offering exceeds the largest number of shares that can be sold
without having an adverse effect on such offering, including the price at which such shares can be sold, the shares included in such Underwritten
Takedown will be reduced by the Registrable Securities held by the Selling Holders (applied on a pro rata basis based on the total number
of Registrable Securities held by such Investors, subject to a determination by the Commission that certain Investors must be reduced
first based on the number of Registrable Securities held by such Investors).


 


2.1.6 Selection
of Underwriters. Selling Holders holding a majority in interest of the Registrable Securities requested to be sold in an Underwritten
Takedown shall have the right to select an Underwriter or Underwriters in connection with such Underwritten Takedown, which Underwriter
or Underwriters shall be reasonably acceptable to the Company. In connection with an Underwritten Takedown, the Company shall enter into
customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in
order to expedite or facilitate the disposition of the Registrable Securities in such Underwritten Takedown, including, if necessary,
the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements
with the Financial Industry Regulatory Authority, Inc.


 


2.1.7 Registrations
effected pursuant to this Section 2.1 shall not be counted as Demand Registrations effected pursuant to Section 2.2.


 


2.2 Demand
Registration.


 


2.2.1 Request
for Registration. At any time and from time to time after the expiration of a lock-up to which such shares are subject, if any, (i)
Company Investors who hold a majority in interest of the Registrable Securities held by all Company Investors or (ii) Pardes Investors
who hold at least thirty percent (30%) of the Registrable Securities held by all Pardes Investors, as the case may be, may make a written
demand for Registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form
Registration or, if then available, on Form S-3. Each Registration requested pursuant to this Section 2.2.1 is referred to herein
as a “Demand Registration”. Any demand for a Demand Registration shall specify the number of shares of Registrable
Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all Investors that are holders
of Registrable Securities of the demand, and each such holder who wishes to include all or a portion of such holder’s Registrable
Securities in the Demand Registration (each such holder including shares of Registrable Securities in such Registration, a “Demanding
Holder”) shall so notify the Company within fifteen (15) days after the receipt by such holder of the notice from the Company.
Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration,
subject to Section 2.2.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect: (A)
more than one (1) Demand Registration during any six (6)-month period; (B) any Demand Registration at any time there is an effective Resale
Shelf Registration Statement on file with the Commission pursuant to Section 2.1; (C) more than two (2) Underwritten Demand Registrations
in respect of all Registrable Securities held by the Company Investors, each of which will also count as an Underwritten Takedown of the
Company Investors under Section 2.1.5(c)(ii); or (D) more than two (2) Underwritten Demand Registrations in respect of all Registrable
Securities held by Pardes Investors, each of which will also count as an Underwritten Takedown of Pardes Investors under Section 2.1.5(c)(iii).


 






    7


     

    

 


2.2.2 Effective
Registration. A Registration will not count as a Demand Registration until the Registration Statement filed with the Commission with
respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations under this Agreement
with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering
of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any
other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been
declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated and (ii) a majority-in-interest
of the Demanding Holders thereafter elect to continue the offering; provided, further, that the Company shall not be obligated
to file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.


 


2.2.3 Underwritten
Offering. If the Demanding Holders so elect and such Demanding Holders so advise the Company as part of their written demand for a
Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten
offering with an estimated market value of at least ten million U.S. dollars ($10,000,000) (an “Underwritten Offering”).
In such event, the right of any holder of Registrable Securities to include its Registrable Securities in such Registration shall be conditioned
upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting
to the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities through such underwriting shall
enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting by the Demanding
Holders initiating the Demand Registration, and subject to the approval of the Company.


 


2.2.4 Reduction
of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an Underwritten Offering advises
the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding
Holders desire to sell, taken together with all other Common Stock or other securities which the Company desires to sell and the Common
Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights held by other
shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such
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 shares, as applicable, the “Maximum Number of Shares”),
then the Company shall include in such Registration: (i) first, the Registrable Securities as to which Demand Registration has been requested
by the Demanding Holders (pro rata in accordance with the number of shares that each such Demanding Holder has requested be included in
such Registration, regardless of the number of shares held by each such Demanding Holder (such proportion is referred to herein as “Pro
Rata”)) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number
of Shares has not been reached under the foregoing clause (i), the Common Stock or other securities that the Company desires to
sell that can be sold without exceeding the Maximum Number of Shares; and (iii) third, to the extent that the Maximum Number of Shares
has not been reached under the foregoing clauses (i) and (ii), the Common Stock or other securities for the account of other
persons that the Company is obligated to Register pursuant to written contractual arrangements with such persons, as to which “piggy-back”
Registration has been requested by the holders thereof, Pro Rata, that can be sold without exceeding the Maximum Number of Shares.


 






    8


     

    

 


2.2.5 Withdrawal.
A Demanding Holder shall have the right to withdraw all or any portion of its Registrable Securities included in an Underwritten Offering
pursuant to this Section 2.2 for any reason or no reason whatsoever upon written notice to the Company and the Underwriter or Underwriters
of its intention to withdraw from such Underwritten Offering prior to the pricing of such Underwritten Offering and such withdrawn amount
shall no longer be considered an Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall
be responsible for the registration expenses incurred in connection with an Underwritten Offering prior to its withdrawal under this Section
2.2.5.


 


2.3 Piggy-Back
Registration.


 


2.3.1 Piggy-Back
Rights. If at any time after the first anniversary of the date of this Agreement, the Company proposes to file a Registration Statement
under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable
for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or
by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration
Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities
solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company
or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable
Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall 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, of the offering and (y) offer to the holders of Registrable Securities in such notice the
opportunity to Register the sale of such number of shares of Registrable Securities as such holders may request in writing within five
(5) days following receipt of such notice (a “Piggy-Back Registration”). The rights provided under this Section
2.3.1 shall not be available to any Investor at such time as (A) there is an effective Resale Shelf Registration Statement available
for the resale of the Registerable Securities pursuant to Section 2.1, (B) such Registration is solely to be used for the offering
of securities by the Company for its own account and (C) no other shareholder of the Company is entitled to participate in such Registration.
The Company shall cause such Registrable Securities to be included in such Registration and shall use its best efforts to cause the managing
Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested to be included in a Piggy-Back
Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of
such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing
to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting
agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.


 






    9


     

    

 


2.3.2 Reduction
of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an Underwritten Offering advises
the Company and the holders of Registrable Securities in writing that the dollar amount or number of Common Stock which the Company desires
to sell, taken together with Common Stock, if any, as to which Registration has been demanded pursuant to written contractual arrangements
with persons other than the holders of Registrable Securities hereunder and the Registrable Securities as to which Registration has been
requested under this Section 2.3, exceeds the Maximum Number of Shares, then the Company shall include in any such Registration:


 


(a) If
the Registration is undertaken for the Company’s account: (i) first, the Common Stock or other securities that the Company desires
to sell that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares
has not been reached under the foregoing clause (i), the Common Stock or other securities, if any, comprised of Registrable Securities,
as to which Registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Shares,
Pro Rata; and (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i)
and (ii), the Common Stock or other securities for the account of other persons that the Company is obligated to Register pursuant
to written contractual piggy-back Registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares;
and


 


(b) If
the Registration is a “demand” Registration undertaken at the demand of persons other than either the holders of Registrable
Securities: (i) first, the Common Stock or other securities for the account of the demanding persons that can be sold without exceeding
the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause
(i), the Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of
Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii),
the Common Stock or other securities, if any, comprised of Registrable Securities, Pro Rata, as to which Registration has been requested
pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Shares; and (iv) fourth, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii) and (iii), the Common Stock or
other securities for the account of other persons that the Company is obligated to Register pursuant to written contractual arrangements
with such persons, that can be sold without exceeding the Maximum Number of Shares.


 






    10


     

    

 


2.3.3 Withdrawal.
Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any
Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration
Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written
contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement.
Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection
with such Piggy-Back Registration as provided in Section 3.3.


 


		3.	REGISTRATION PROCEDURES.



 


3.1 Filings;
Information. Whenever the Company is required to effect the Registration of any Registrable Securities pursuant to Section 2,
the Company shall use its commercially reasonable best efforts to effect the Registration and sale of such Registrable Securities in accordance
with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:


 


3.1.1 Filing
Registration Statement. The Company shall use its reasonable best efforts to, as expeditiously as possible after receipt of a request
for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for
which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale
of all Registrable Securities to be Registered thereunder in accordance with the intended method(s) of distribution thereof, and shall
use its reasonable best efforts to cause such Registration Statement to become effective and use its reasonable best efforts to keep it
effective for the Effectiveness Period; provided, however, that the Company shall have the right to defer any Demand Registration
for up to sixty (60) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any Demand Registration
to which such Piggy-Back Registration relates, in each case if, in the good faith judgment of the Board of Directors of the Company (the
“Company Board”), it would be materially detrimental to the Company and its shareholders for such Registration
Statement to be effected at such time; provided, further, however, that the Company shall not have the right to exercise
the right set forth in the immediately preceding proviso for more than a total of ninety (90) consecutive calendar days, or more than
one hundred twenty (120) total calendar days in any 365-day period.


 


3.1.2 Copies.
The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge
to 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 holders of Registrable Securities included in such Registration or legal counsel for any such holders
may request in order to facilitate the disposition of the Registrable Securities owned by such holders.


 






    11


     

    

 


3.1.3 Amendments
and Supplements. Until the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all
of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred
to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission))
or (B) the holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision
under the Securities Act) without limitation on the amount of securities sold or the manner of sale, the Company shall prepare and file
with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the prospectus
used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of
the Securities Act (the “Effectiveness Period”).


 


3.1.4 Notification.
After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) Business Days after such filing,
notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holders
promptly and confirm such advice in writing in all events within two (2) Business Days of the occurrence of any of the following: (i)
when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective;
(iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions required to prevent
the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such
Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the
preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered
by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to the holders
of Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing with the
Commission a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference,
the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for
any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal
counsel with a reasonable opportunity to review such documents and comment thereon.


 


3.1.5 Securities
Laws Compliance. The Company shall use its reasonable best 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 reasonably request
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
but for this paragraph or subject itself to taxation in any such jurisdiction.


 






    12


     

    

 


3.1.6 Agreements
for Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary
form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities.
The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any
Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in
such Registration Statement, and the representations, warranties and covenants of the holders of Registrable Securities included in such
Registration Statement in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable,
shall also be made to and for the benefit of the Company.


 


3.1.7 Comfort
Letter. The Company shall obtain a “cold comfort” letter from the Company’s independent registered public accountants
in the event of an Underwritten Offering, in customary form and covering such matters of the type customarily covered by “cold comfort”
letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating
holders of Registrable Securities.


 


3.1.8 Opinions.
On the date the Registrable Securities are delivered for sale pursuant to any Registration, the Company shall obtain an opinion, dated
such date, of one (1) counsel representing the Company for the purposes of such Registration, addressed to the holders of such Registrable
Securities, the placement agent 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 such holders, placement agent, sales agent, or Underwriter may reasonably
request and as are customarily included in such opinions, and reasonably satisfactory to a majority in interest of the participating holders
of Registrable Securities.


 


3.1.9 Cooperation.
The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the
Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities
hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering
and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential
investors. If an Underwritten Offering involves Registrable Securities with a total offering price (including piggyback securities and
before deducting underwriting discounts) to exceed ten million U.S. dollars ($10,000,000), the Company will use its reasonable best 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 the Underwritten Offering.


 


3.1.10 Records.
Upon execution of confidentiality agreements, the Company shall make available for inspection by the holders of Registrable Securities
included in such Registration Statement, any Underwriter participating in any disposition pursuant to such Registration Statement and
any attorney, accountant or other professional retained by any holder of Registrable Securities included in such Registration Statement
or any Underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as shall be necessary
to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply
all information requested by any of them in connection with such Registration Statement.


 






    13


     

    

 


3.1.11 Earnings
Statement. The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available
to its shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.


 


3.1.12 Listing.
The Company shall use its reasonable best efforts to cause all Registrable Securities included in any Registration Statement to be listed
on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or
designated.


 


3.2 Obligation
to Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described in Section
3.1.4(iv), or, upon any suspension by the Company, pursuant to a written insider trading compliance program adopted by the Company
Board, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the
existence of material non-public information, each holder of Registrable Securities included in any Registration shall immediately discontinue
disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder
receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders”
to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such holder will deliver
to the Company all copies, other than permanent file copies then in such holder’s possession, of the most recent prospectus covering
such Registrable Securities at the time of receipt of such notice.


 


3.3 Registration
Expenses. The Company shall bear all costs and expenses incurred in connection with the Resale Shelf Registration Statement pursuant
to Section 2.1, any Demand Registration pursuant to Section 2.2, any Underwritten Takedown pursuant to Section 2.1.5(a)(i),
any Piggy-Back Registration pursuant to Section 2.3, and any Registration on Form S-3 effected pursuant to Section 2.3 and
all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement
becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities
or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable
Securities); (iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation, all salaries and expenses
of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required
by Section 3.1.10; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for the Company and
fees and expenses for independent certified public accountants retained by the Company; (viii) the fees and expenses of any special experts
retained by the Company in connection with such Registration and (ix) the reasonable fees and expenses of one legal counsel selected by
the holders of a majority-in-interest of the Registrable Securities included in such Registration not to exceed $25,000. The Company shall
have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the
holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an Underwritten
Offering, all selling shareholders and the Company shall bear the expenses of the Underwriter’s marketing costs pro rata in proportion
to the respective amount of shares each is selling in such offering.


 






    14


     

    

 


3.4 Information.
The holders of Registrable Securities shall promptly provide such information as may reasonably be requested by the Company, or the managing
Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in
order to effect the Registration of any Registrable Securities under the Securities Act and in connection with the Company’s obligation
to comply with Federal and applicable state securities laws.


 


		4.	INDEMNIFICATION AND CONTRIBUTION.



 


4.1 Indemnification
by the Company. The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and
each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any,
who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments,
claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement)
of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was Registered under the
Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment
or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact
required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities
Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company
in connection with any such Registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any
other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense,
loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case
to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly
untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary
prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing,
by such Investor Indemnified Party expressly for use therein. The Company shall indemnify the Underwriters, their officers, directors
and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing
sentence with respect to the indemnification of the Investor Indemnified Parties.


 






    15


     

    

 


4.2 Indemnification
by Holders of Registrable Securities. Each Selling Holder of Registrable Securities will, in the event that any Registration is being
effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such Selling Holder, indemnify and
hold harmless the Company, each of its directors and officers, and each other Selling Holder and each other person, if any, who controls
another such Selling Holder within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether
joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the
sale of such Registrable Securities was Registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus
contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon
any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein
not misleading, but only to the extent that such untrue statement or omission was made in reliance upon and in conformity with information
furnished in writing to the Company by such Selling Holder expressly for use therein, and shall reimburse the Company, its directors and
officers, and each other such Selling Holder or controlling person for any legal or other expenses reasonably incurred by any of them
in connection with investigation or defending any such loss, claim, damage, liability or action. The indemnification obligations of each
Selling Holder of Registrable Securities hereunder shall be several and not joint and shall be limited to the amount of any net proceeds
actually received by such Selling Holder. The Selling Holders of Registrable Securities shall indemnify the Underwriters, their officers,
directors and each person who 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 Company.


 


4.3 Conduct
of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any
action in respect of which indemnity may be sought pursuant to Sections 4.1 or 4.2, such person (the “Indemnified
Party”) shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify
such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action;
provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying
Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the
Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim
or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action,
and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel
satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control
of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses
subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided,
however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified
Party shall have the right to employ separate counsel (but no more than one such separate counsel, which counsel is reasonably acceptable
to the Indemnifying Party) to represent the Indemnified Party and its controlling persons who may be subject to liability arising out
of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses
of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation
of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any
claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could
have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified
Party from all liability arising out of such claim or proceeding.


 






    16


     

    

 


4.4 Contribution.


 


4.4.1 If
the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party
in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying
such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage,
liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying
Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other
relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission.


 


4.4.2 The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4.2 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 the
immediately preceding Section 4.4.1.


 


4.4.3 The
amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such
Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section
4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds
(after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable
Securities which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.


 






    17


     

    

 


		5.	UNDERWRITING AND DISTRIBUTION.



 


5.1 Rule
144. 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
such holders with true and complete copies of all such filings. The Company further covenants that it shall take such further action as
any such 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 promulgated thereafter by the Commission), including providing any legal opinions. Upon
the request of any holder of Registrable Securities, the Company shall deliver to such holder a written certification of a duly authorized
officer as to whether it has complied with such requirements.


 


		6.	LOCK-UP AGREEMENTS



 


6.1 Investor
Lock-Up. Each Investor agrees that such Investor shall not Transfer any shares of Common Stock or any securities convertible into
or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares of Common Stock or any such securities are
held by such Investor as of the date of this Agreement or are thereafter acquired) for a period of one hundred eighty (180) days following
the Closing Date (as such term is defined in the Merger Agreement) (the “Lock-up Period”). The foregoing restriction
is expressly agreed to preclude each Investor during the Lock-up Period from engaging in any hedging or other transaction which is designed
to, or which reasonably could be expected to, lead to or result in a sale or disposition of such Investor’s shares of Common Stock
even if such shares of Common Stock would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions
during the Lock-up Period would include without limitation any short sale or any purchase, sale or grant of any right (including, without
limitation, any put or call option) with respect to any of the Investor’s shares of Common Stock or with respect to any security
that includes, relates to, or derives any significant part of its value from such shares of Common Stock. The foregoing notwithstanding,
each executive officer and director of the Company shall be permitted to establish a plan to acquire and sell shares of Common Stock pursuant
to Rule 10b5-1 under the Exchange Act; provided, however, no sale of any shares of Common Stock under any such plan shall
be made prior to the expiration of the Lock-up Period. Each Investor also agrees and consents to the entry of stop transfer instructions
with the Company’s transfer agent and registrar against the transfer of any shares of Common Stock except in compliance with the
foregoing restrictions and to the addition of a legend to such Investor’s shares of Common Stock describing the foregoing restrictions.


 


		7.	MISCELLANEOUS.



 


7.1 Other
Registration Rights and Arrangements. Except for the Registration of the shares issued in the Private Placement, the Company represents
and warrants that no person, other than a holder of Registrable Securities has any right to require the Company to Register any of the
Company’s share capital for sale or to include the Company’s share capital in any Registration filed by the Company for the
sale of shares for its own account or for the account of any other person. The Company and the Company Investors hereby terminate the
Prior Agreement, which shall be of no further force and effect and is hereby superseded and replaced in its entirety by this Agreement.
The Company shall not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights
granted to the holders of Registrable Securities in this Agreement and in the event of any conflict between any such agreement or agreements
and this Agreement, the terms of this Agreement shall prevail.


 






    18


     

    

 


7.2 Assignment;
No Third Party Beneficiaries. 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. This Agreement and the rights, duties and obligations of the holders of Registrable Securities
hereunder may be freely assigned or delegated by such holder in conjunction with and to the extent of any permitted transfer of Registrable
Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of
the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors
and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other
than as expressly set forth in Section 4 and this Section 7.2. The rights of a holder of Registrable Securities under this
Agreement may be transferred by such a holder to a transferee who acquires or holds Registrable Securities; provided, however,
that such transferee has executed and delivered to the Company a properly completed agreement to be bound by the terms of this Agreement
substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall
have delivered to the Company no later than thirty (30) days following the date of the transfer, written notification of such transfer
setting forth the name of the transferor, the name and address of the transferee, and the number of Registrable Securities so transferred.
The execution of an Addendum Agreement shall constitute a permitted amendment of this Agreement.


 


7.3 Amendments
and Modifications. Upon the written consent of the Company and the holders of at least a majority in interest of the Registrable Securities
at the time in question, 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 that adversely affects one holder of Registrable Securities, solely in his, her or 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 of
Registrable Securities (in such capacity) shall require the consent of the holder so affected. Without limiting the generality of the
foregoing, (i) clause (ii) of the definition of “Registrable Securities”, Section 2.1.5(c)(ii), Section 2.2.1(i),
Section 2.2.1(c), Section 6.1, Section 7.4 and this clause (i) of this sentence of Section 7.3 shall only
be waived, amended and modified by the Company Investors who hold a majority in interest of the Registrable Securities held by all Company
Investors at the time in question and (ii) clause (i) of the definition of “Registrable Securities”, Section 2.1.5(c)(iii),
Section 2.2.1(ii), Section 2.2.1(d), Section 6.1, Section 7.4 and this clause (ii) of this sentence
of Section 7.3 shall only be waived, amended and modified by the Pardes Investors who hold a majority in interest of the Registrable
Securities (as defined in clause (i) of the definition of “Registrable Securities”) held by all Pardes Investors at
the time in question. Additionally, so long as that certain Lock-Up Agreement dated as of this date by and between the Company and each
of the stockholder parties identified on Exhibit A thereto remains in effect, Section 6.1 of this Agreement may not be amended,
modified or terminated in any way that reduces the Lock-up Period. No course of dealing between any holder of Registrable Securities or
the Company and any other party hereto or any failure or delay on the part of a holder of Registrable Securities or the Company in exercising
any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any such 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.


 






    19


     

    

 


7.4 Term.
This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which
(A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period
referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission))
or (B) the holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision)
under the Securities Act without limitation on the amount of securities sold or the manner of sale; provided, further, that
with respect to any Investor, such Investor will have no rights under this Agreement and all obligations of the Company to such Investor
under this Agreement shall terminate upon the earlier of (x) the date such Investor ceases to hold at least one percent (1%) of the Registrable
Securities or (y) if such Investor is an individual and such Investor is a director or an executive officer of Pardes or the Company as
of immediately prior to the consummation of the Merger, the date when such Investor is permitted to sell the Registrable Securities under
Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale;
provided, however, that the provisions of Section 4, Section 5.1 and Section 6.1 shall survive such
termination.


 


7.5 Notices.
All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required
or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served,
delivered by reputable air courier service with charges prepaid, or transmitted by facsimile or email, addressed as set forth below, or
to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given (i) on the date
of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided, that if such service
or transmission is not on a Business Day or is after normal business hours, then such notice shall be deemed given on the next Business
Day and (ii) one (1) Business Day after being deposited with a reputable courier service with an order for next-day delivery, to the parties
as follows:


 


if to Pardes:


 


Pardes Biosciences, Inc.


2173 Salk Ave., Suite 250, PMB #052


Carlsbad, CA 92008


	Attn:	Uri A. Lopatin, M.D., Chief Executive Officer
	 	Elizabeth H. Lacy, General Counsel & Corporate Secretary
	Email:	uri@pardesbio.com
	 	elacy@pardesbio.com


 


with a copy (which shall not constitute notice) to:


 


Goodwin Procter LLP


601 Marshall Street


Redwood City, CA 94063


Attn.: Deepa Rich


Email: DRich@goodwinlaw.com


 


if to the Company:


 


FS Development Corp. II


900 Larkspur Landing Circle, Suite 150


Larkspur, California 94939


Attn.: Jim Tananbaum


Email: jim@foresitecapital.com


 


with a copy (which shall not constitute notice) to:


 


White & Case LLP


1221 Avenue of the Americas


New York, New York 10020


	Attn.:	Joel L. Rubinstein
	 	Bryan Luchs
	Email:	joel.rubinstein@whitecase.com
	 	bryan.luchs@whitecase.com


 


If to an Investor, to the
address set forth under such Investor’s signature to this Agreement or to such Investor’s address as found in the Company’s
books and records.


 


7.6 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible that is valid and enforceable.


 


7.7 Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall
constitute one and the same instrument.


 


7.8 Entire
Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant
hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and
contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written,
including without limitation the Prior Agreement.


 


[Signature Page Follows]


 




    20


     

    

 


IN WITNESS WHEREOF, the parties
have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.


 


	 	FS DEVELOPMENT CORP. II
	 	 
	 	By:	 
	 	 	Name:   	James B. Tananbaum
	 	 	Title: 	Chief Executive Officer


 


Signature
Page to Registration Rights Agreement


 




     


     

    

 


	 	PARDES BIOSCIENCES, INC.
	 	 
	 	By:	 
	 	 	Name:   	Uri A. Lopatin, M.D.
	 	 	Title:	Chief Executive Officer


 


Signature
Page to Registration Rights Agreement


 




     


     

    

 


	 	INVESTORS:
	 	 
	 	 
	 	 
	 	 	Address:  	[__________]
	 	 	 	[__________]
	 	 	 	[__________]



 


Signature
Page to Registration Rights Agreement


 




     


     

    

 


EXHIBIT A


 


Addendum Agreement


 


This Addendum Agreement (“Addendum
Agreement”) is executed on __________________, 20___, by the undersigned (the “New Holder”) pursuant
to the terms of that certain Registration Rights Agreement dated as of [●], 2021 (the “Agreement”), by
and among the Company and the Investors identified therein, as such Agreement may be amended, supplemented or otherwise modified from
time to time. Capitalized terms used but not defined in this Addendum Agreement shall have the respective meanings ascribed to such terms
in the Agreement. By the execution of this Addendum Agreement, the New Holder agrees as follows:


 


1. Acknowledgment.
New Holder acknowledges that New Holder is acquiring certain shares of common stock of the Company (the “Shares”)
as a transferee of such Shares from a party in such party’s capacity as a holder of Registrable Securities under the Agreement,
and after such transfer, New Holder shall be considered an “Investor” and a holder of Registrable Securities for all purposes
under the Agreement.


 


2. Agreement.
New Holder hereby (a) agrees that the Shares shall be bound by and subject to the terms of the Agreement and (b) adopts the Agreement
with the same force and effect as if the New Holder were originally a party thereto.


 


3. Notice.
Any notice required or permitted by the Agreement shall be given to New Holder at the address or facsimile number listed below New Holder’s
signature below.


 


	NEW HOLDER:	 	ACCEPTED AND AGREED:
	 	 	 
	Print Name:	 	 	FS DEVELOPMENT CORP. II
	 	 	 	 


  


	By:	 	 	By:	 
	 	 	 	 	 


 




     


     

    

 


SCHEDULE I


 


Company Investors


 


FS Development Holdings II,
LLC


 


Daniel Dubin


 


Owen Hughes


 


Deepa Pakianathan


 


Pardes Investors


 


Foresite Capital Fund V, L.P.


 


Foresite Capital Opportunity
Fund V, L.P.


 


GMF Pardes, LLC


 


[Khosla Ventures VII, LP]


 


[Khosla Ventures Seed D, LP]


 


Uri A. Lopatin, M.D.


 


Lee Arnold


 


Lopatin Descendants’
Trust


 


Mark Auerbach


 


Michael D. Varney, Ph.D.


 


[Brian Kearney]


 


[Heidi Henson]


 


[Elizabeth H. Lacy]