Exhibit 10.4


 


Execution Version


 


 


 


 


 


 


 


AMENDED AND RESTATED


 


INVESTORS’ RIGHTS AGREEMENT


 


 


 


 


 


 


 


 


 


 


 


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	1.	Definitions	1
	 	 	 
	2.	Registration Rights	5
	 	 	 
	 	2.1	Demand Registration	5
	 	2.2	Company Registration	6
	 	2.3	Underwriting Requirements.	6
	 	2.4	Obligations of the Company	8
	 	2.5	Furnish Information	9
	 	2.6	Expenses of Registration	9
	 	2.7	Delay of Registration	10
	 	2.8	Indemnification	10
	 	2.9	Reports Under Exchange Act	12
	 	2.10	Limitations on Subsequent Registration Rights	12
	 	2.11	“Market Stand-off” Agreement	12
	 	2.12	Restrictions on Transfer	13
	 	2.13	Termination of Registration Rights	15
	 	 	 	 
	3.	Information and Observer Rights.	15
	 	3.1	Delivery of Financial Statements	15
	 	3.2	Inspection	16
	 	3.3	Observer Rights	16
	 	3.4	Termination of Information Rights	17
	 	3.5	Confidentiality	17
	 	 	 	 
	4.	Rights to Future Stock Issuances.	18
	 	4.1	Right of First Offer	18
	 	4.2	Termination	19
	 	 	 	 
	5.	Additional Covenants.	19
	 	5.1	Employee Agreements	19
	 	5.2	Employee Stock	19
	 	5.3	Qualified Small Business Stock	20
	 	5.4	Board Matters	20
	 	5.5	Expenses of Counsel	20
	 	5.6	Successor Indemnification	21
	 	5.7	Indemnification Matters	21
	 	5.8	Right to Conduct Activities	21
	 	5.9	FCPA	22
	 	5.10	Termination of Covenants	22



  






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TABLE OF CONTENTS


(continued)


 





	 	 	 	Page
	 	 	 	 
	6.	Miscellaneous.	22
	 	6.1	Successors and Assigns	22
	 	6.2	Governing Law	23
	 	6.3	Counterparts	23
	 	6.4	Titles and Subtitles	23
	 	6.5	Notices	23
	 	6.6	Amendments and Waivers	24
	 	6.7	Severability	24
	 	6.8	Additional Investors	24
	 	6.9	Entire Agreement	24
	 	6.10 	Dispute Resolution	25
	 	6.11 	Delays or Omissions	25
	 	6.12 	Acknowledgment	25
	 	 	 	 
	Schedule A - Schedule of Investors	 
	Schedule B - Schedule of Key Holders	 










  




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AMENDED AND
RESTATED


INVESTORS’ RIGHTS AGREEMENT


 


THIS AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as March 17, 2017, by and among Lantern
Pharma Inc., a Texas corporation (the “Company”), each of the investors listed on Schedule A hereto, each of
which is referred to in this Agreement as an “Investor”, and each of the stockholders listed on Schedule B hereto,
each of whom is referred to herein as a “Key Holder” and any Additional Purchaser (as defined in the Purchase
Agreement) that becomes a party to this Agreement in accordance with Section 6.8 hereof.


 


RECITALS


 


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


 


WHEREAS,
the Company and the existing Investors and Key Holders (collectively, the “Existing Parties”) are parties
to that certain Investors’ Rights Agreement dated as of December 31, 2014 (the “Prior Agreement”);


 


WHEREAS,
the Existing Parties desire that the Company sell shares of Series A Preferred Stock, that the Company grant the purchaser of the
Series A Preferred Stock the rights contemplated herein, and that the Prior Agreement be amended and restated in its entirety as
set forth herein;


 


WHEREAS,
pursuant to Section 6.6 of the Prior Agreement, any amendment or modification of the Prior Agreement shall be effective if evidenced
by a written instrument executed by (i) the Company and (ii) the holders of a majority of the Registrable Securities then outstanding;
and


 


WHEREAS,
the Existing Parties, in each case, holding not less than the minimum number of shares required to amend the Prior Agreement, hereby
consent in writing to this amendment and restatement in its entirety of the Prior Agreement and the adoption of this Agreement
as the sole agreement concerning the rights set forth in the Prior Agreement.


 


NOW, THEREFORE,
the Existing Parties hereby agree that the Prior Agreement shall be amended and restated in its entirety by this Agreement, and
the parties to this Agreement further agree as follows:


 


1. Definitions.
For purposes of this Agreement:


 


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


 




     


     


    

  


1.2 “Common Stock” means shares of the Company’s
common stock, par value $0.01 per share.


 


1.3“Competitor” means a Person
engaged, directly or indirectly (including through any partnership, limited liability company, corporation, joint venture or
similar arrangement (whether now existing or formed hereafter)), in pharmaceutical development of oncology prevention or
treatment drugs, but shall not include any financial investment firm or collective investment vehicle that, together with its
Affiliates, holds less than twenty percent (20%) of the outstanding equity of any Competitor and does not, nor do any of its
Affiliates, have a right to designate any members of the Board of Directors of any Competitor.


 


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


 


1.5“Derivative Securities” means any
securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Common
Stock, including options and warrants.


 


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


 


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


 


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


 


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


 




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1.10
“Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form
under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to
other documents filed by the Company with the SEC.


 


1.11 “GAAP” means generally
accepted accounting principles in the United States.


 


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


 


1.13
“Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including, adoptive relationships,
of a natural person referred to herein.


 


1.14
“Initiating Holders” means, collectively, Holders who properly initiate a registration request under this Agreement.


 


1.15
“IPO” means the Company’s first underwritten public offering of its Common Stock under the Securities
Act.


 


1.16
“Key Employee” means any executive-level employee (including, division director and vice president-level positions)
as well as any employee who, either alone or in concert with others, develops, invents, programs, or designs any Company Intellectual
Property (as defined in the Purchase Agreement).


 


1.17
“Key Holder Registrable Securities” means (i) the 1,097,561 shares of Common Stock held by the Key Holders,
and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that
is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.


 


1.18
“Major Investor” means any Investor that, individually or together with such Investor’s Affiliates, holds
at least 93,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization
or reclassification effected after the date hereof).


 


1.19
“New Securities” means, collectively, equity securities of the Company, whether or not currently authorized,
as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may
become, convertible or exchangeable into or exercisable for such equity securities.


 


1.20
“Person” means any individual, corporation, partnership, trust, limited liability company, association or other
entity.


 






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1.21
“Registrable Securities” means (i) the Common Stock issuable or issued upon conversion of the Series A
Preferred Stock; (ii) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion
and/or exercise of any other securities of the Company, acquired by the Investors after the date hereof; and (iii) any Common
Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a
dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clauses (i)
and (ii) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the
applicable rights under this Agreement are not assigned pursuant to Section 6.1, and excluding for purposes of Section
2 any shares for which registration rights have terminated pursuant to Section 2.13 of this Agreement.


  


1.22
“Registrable Securities then outstanding” means the number of shares determined by adding the number of shares
of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly)
pursuant to then exercisable and/or convertible securities that are Registrable Securities.


 


1.23
“Restricted Securities” means the securities of the Company required to be notated with the legend set forth
in Section 2.12(b) hereof.


 


1.24 “SEC” means the Securities
and Exchange Commission.


 


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


 


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


 


1.27
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


1.28
“Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable
to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements
of the Selling Holder Counsel borne and paid by the Company as provided in Section 2.6.


 


1.29
“Series A Preferred Stock” means shares of the Company’s Series A Preferred Stock, par value $0.01 per
share.


 


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


 


2.1 Demand
Registration.


 


(a) Form S-1 Demand. If at
any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company
receives a request from Holders of at least a majority of the Registrable Securities then outstanding that the Company file a
Form S-1 registration statement with respect to Registrable Securities then outstanding of such Holders having an anticipated
aggregate offering price, net of Selling Expenses, of at least $25 million (or an offering price of at least $21.80 per
share), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the
“Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in
any event within ninety (90) days after the date such request is given by the Initiating Holders, file a Form S-1
registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to
be registered and any additional Registrable Securities requested to be included in such registration by any other Holders,
as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is
given, and in each case, subject to the limitations of Sections 2.1(c) and 2.3.


 






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(b) 
Form S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives
a request from Holders of at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a
Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate
offering price, net of Selling Expenses, of at least $25 million (or an offering price of at least $21.80 per share), then the
Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the
Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is
given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities
requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company
within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c)
and 2.3.


 


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


 


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


 






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


 


2.3Underwriting Requirements.


 


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


 






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(b) 
In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Section
2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless
the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such
quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company.
If the total number of securities, including Registrable Securities, requested by stockholders to be included in such offering
exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine
is compatible with the success of the offering, then the Company shall be required to include in the offering only that number
of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine
will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities
requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering
shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned
by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the
allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated
to any Holder to the nearest one hundred (100) shares. Notwithstanding the foregoing, in no event shall (i) the number of Registrable
Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are
first entirely excluded from the offering, or (ii) the number of Registrable Securities included in the offering be reduced below
thirty percent (30%) of the total number of securities included in such offering, unless such offering is the IPO, in which case
the selling Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s
securities are included in such offering or (iii) notwithstanding (ii) above, any Registrable Securities which are not Key Holder
Registrable Securities be excluded from such underwriting unless all Key Holder Registrable Securities are first excluded from
such offering. For purposes of the provision in this Section 2.3(b) concerning apportionment, for any selling Holder that
is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders,
and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and
retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,”
and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable
Securities owned by all Persons included in such “selling Holder,” as defined in this sentence.


 


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


 




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


 


(a) 
prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially
reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority
of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred
twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided,
however, that such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder
refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included
in such registration;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


(j)  after
such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or
supplement such registration statement or prospectus. In addition, the Company shall ensure that, at all times after
any registration statement covering a public offering of securities of the Company under the Securities Act shall have become
effective, its insider trading policy shall provide that the Company’s directors may implement a trading program under
Rule 10b5-1 of the Exchange Act.


 


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


 


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


 




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


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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2.11 “Market
Stand-off” Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing
underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company of
shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or
Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred
eighty (180) days in the case of the IPO, or such other period as may be requested by the Company or an underwriter to
accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst
recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule
472(f)(4), or any successor provisions or amendments thereto), or ninety (90) days in the case of any registration other than
the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on
(1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but
not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or
amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any
option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or
indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or
indirectly) for Common Stock held immediately before the effective date of the registration statement for such offering or
(ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be
settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section
2.11 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer
of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided
that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided
further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if
all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to
obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s
outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Series A Preferred Stock).
The underwriters in connection with such registration are intended third-party beneficiaries of this Section 2.11 and
shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder
further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such
registration that are consistent with this Section 2.11 or that are necessary to give further effect thereto. Any
discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters
shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements.


 


2.12 Restrictions on Transfer.


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


(b) 
the fifth anniversary of the date of this Agreement.


 


3. Information
and Observer Rights.


 


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


 


(a) 
as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company (i) a
balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x)
the actual amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget
(as defined in Section 3.1(d)) for such year, with an explanation of any material differences between such amounts and a
schedule as to the sources and applications of funds for such year, and (iii) a statement of stockholders’ equity as of the
end of such year;


 


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


 


(c) 
as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters
of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities
convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon
conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise
price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance,
if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in
the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and
correct;


 


(d) 
as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan
for the next fiscal year (collectively, the “Budget”), approved by the Board of Directors and prepared on a
monthly basis, including balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared,
any other budgets or revised budgets prepared by the Company; and


 






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(e) such other information relating to the financial
condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably
request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide
information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless
covered by an enforceable confidentiality agreement, in a form acceptable to the Company); or (ii) the disclosure of which
would adversely affect the attorney-client privilege between the Company and its counsel.


 


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


 


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


 


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


 


3.3Observer Rights.


 


(a) As long as Bios Fund I, LP
(“Bios I”) and Bios Fund I QP, LP (together with Bios I, “Bios”) own not
less than seven percent (7%) of the shares of the Series A Preferred Stock (or an equivalent amount of Common Stock issued
upon conversion thereof), the Company shall invite a representative of Bios to attend all meetings of its Board of Directors
in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes,
consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such
directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary
manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any
information and to exclude such representative from any meeting or portion thereof if access to such information or
attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result
in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the
Company.


 






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(b) As long as GPG LPI Investment, LLC
(“GPG”) owns not less than seven percent (7%) of the shares of the Series A Preferred Stock it is
purchasing under the Purchase Agreement (or an equivalent amount of Common Stock issued upon conversion thereof) it owns as
of the date hereof, the Company shall invite a representative of GPG to attend all meetings of its Board of Directors in a
nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents,
and other materials that it provides to its directors at the same time and in the same manner as provided to such directors;
provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with
respect to all information so provided; and provided further, that the Company reserves the right to withhold any information
and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such
meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of
trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company.


 


3.4 Termination of Information Rights. The covenants
set forth in Section 3.1 and Section 3.2 shall terminate and be of no further force or effect (i) immediately before
the consummation of the IPO or (ii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate
of Incorporation, whichever event occurs first.


 


3.5 Confidentiality. Each Investor agrees that
such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its
investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement
(including notice of the Company’s intention to file a registration statement), unless such confidential information
(a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.5 by such
Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s
confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of
any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may
disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent
necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective
purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the
provisions of this Section 3.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or
wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person
that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as
may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes
reasonable steps to minimize the extent of any such required disclosure.


 




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4. Rights
to Future Stock Issuances.


 


4.1 Right of First Offer. Subject to the terms and
conditions of this Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities,
the Company shall first offer such New Securities to each Investor. An Investor shall be entitled to apportion the right of first
offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates, and (iii) its beneficial
interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term
is defined in Rule 13d-3 promulgated under the Exchange Act, of such Investor.


 


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


 


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


 


(c)  If
all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section
4.1(b), the Company may, during the one hundred and twenty (120) day period following the expiration of the periods
provided in Section 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or
Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice.
If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement
is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be
revived and such New Securities shall not be offered unless first reoffered to the Investors in accordance with this Section
4.1.


 






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(d) The right
of first offer in this Section 4.1 shall not be applicable to (i)  Exempted
Securities (as defined in the Company’s Certificate of Incorporation, as amended); (ii)  shares
of Common Stock issued in the IPO; and (iii) the issuance of shares of Series A Preferred Stock (including Warrants issuable
for shares of Series A Preferred Stock) or any Common Stock issued or issuable upon the conversion thereof pursuant to the
Purchase Agreement.


 


(e) Notwithstanding the foregoing, for convenience of
administration, the Company may offer and sell to third parties New Securities subject to the purchase rights under this Section
4.1(e) without first offering such New Securities to the Investors, so long as (i) the Company obtains the prior written
consent of the Major Investors, and (ii) the Investors are given the opportunity to purchase their Pro Rata Allotment of such
shares or other securities within fifteen (15) days after the close of such sale.


 


4.2 Termination. The covenants set forth in Section
4.1 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, or (ii) upon
a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, as amended,
whichever event occurs first.


 


5. Additional
Covenants.


 


5.1 Employee Agreements. The Company will cause
(i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a
consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure
and proprietary rights assignment agreement; and (ii) each Key Employee to enter into a one (1) year noncompetition and
nonsolicitation agreement, substantially in the form approved by the Board of Directors.


 


5.2 Employee Stock. Unless otherwise approved by
the Board of Directors, all future employees and consultants of the Company who purchase, receive options to purchase, or
receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted
stock or option agreements, as applicable, providing for (i) vesting of shares over a three (3) year period, with the first
one-third (1/3) of such shares vesting following twelve (12) months of continued employment or service, and the remaining
shares vesting in equal annual installments over the following two (2) years, and (ii) a market stand-off provision
substantially similar to that in Section 2.11. In addition, unless otherwise approved by the Board of Directors, the
Company shall retain a “right of first refusal” on employee transfers until the Company’s IPO and shall
have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.


 






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


 


5.4Board Matters. Unless otherwise determined
by the vote of a majority of the directors then in office, the Board of Directors shall meet at least quarterly in accordance
with an agreed-upon schedule. The Company shall reimburse the nonemployee directors for all reasonable out-of-pocket travel
expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of
Directors.


 


5.5Expenses of Counsel. In the event of a
transaction which is a Sale of the Company (as defined in the Voting Agreement of even date herewith among the Investors and
the Company), the reasonable fees and disbursements of one counsel for the Investors (“Investor Counsel”),
in their capacities as stockholders, shall be borne and paid by the Company. At the outset of considering a transaction
which, if consummated would constitute a Sale of the Company, the Company shall obtain the ability to share with the Investor
Counsel (and such counsel’s clients) and shall share the confidential information (including, without limitation, the
initial and all subsequent drafts of memoranda of understanding, letters of intent and other transaction documents and
related noncompete, employment, consulting and other compensation agreements and plans) pertaining to and memorializing any
of the transactions which, individually or when aggregated with others would constitute the Sale of the Company. The Company
shall be obligated to share (and cause the Company’s counsel and investment bankers to share) such materials when
distributed to the Company’s executives and/or any one or more of the other parties to such transaction(s). In the
event that Investor Counsel deems it appropriate, in its reasonable discretion, to enter into a joint defense agreement or
other arrangement to enhance the ability of the parties to protect their communications and other reviewed materials under
the attorney client privilege, the Company shall, and shall direct its counsel to, execute and deliver to Investor Counsel
and its clients such an agreement in form and substance reasonably acceptable to Investor Counsel. In the event that one or
more of the other party or parties to such transactions require the clients of Investor Counsel to enter into a
confidentiality agreement and/or joint defense agreement in order to receive such information, then the Company shall
share whatever information can be shared without entry into such agreement and shall, at the same time, in good faith work
expeditiously to enable Investor Counsel and its clients to negotiate and enter into the appropriate agreement(s) without
undue burden to the clients of Investor Counsel.


 






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5.6Successor Indemnification. If the Company
or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or
surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made
so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of
members of the Board of Directors as in effect immediately before such transaction, whether such obligations are contained in
the Company’s Bylaws, its Certificate of Incorporation, or elsewhere, as the case may be.


 


5.7Indemnification Matters. The Company hereby
acknowledges that one (1) or more of the directors nominated to serve on the Board of Directors by the Investors (each a
“Fund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance
provided by one or more of the Investors and certain of their affiliates (collectively, the “Fund
Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its
obligations to any such Fund Director are primary and any obligation of the Fund Indemnitors to advance expenses or to
provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall
be required to advance the full amount of expenses incurred by such Fund Director and shall be liable for the full amount of
all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund Director to the
extent legally permitted and as required by the Company’s Certificate of Incorporation or Bylaws of the Company (or any
agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the
Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims
against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company
further agrees that no advancement or payment by the Fund Indemnitors on behalf of any such Fund Director with respect to any
claim for which such Fund Director has sought indemnification from the Company shall affect the foregoing and the Fund
Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of
the rights of recovery of such Fund Director against the Company.


 


5.8 Right
to Conduct Activities. The Company hereby agrees and acknowledges that Green Park & Golf Ventures, LLC and Bios (together
with their respective affiliates) are professional investment funds, and as such invest in numerous portfolio companies, some of
which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted).
The Company hereby agrees that, to the extent permitted under applicable law, (A) Green Park & Golf Ventures, LLC shall not
be liable to the Company for any claim arising out of, or based upon, (i) the investment by Green Park & Golf Ventures, LLC
in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative of Green Park
& Golf Ventures, LLC to assist any such competitive company, whether or not such action was taken as a member of the board
of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company and
(B) Bios shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Bios in any entity
competitive with the Company, or (ii) actions taken by any partner, officer or other representative of Bios to assist any such
competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or
otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing
shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential
information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with
his or her fiduciary duties to the Company.


 






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5.9 FCPA. The Company represents that it shall
not (and shall not permit any of its subsidiaries or affiliates or any of its or their respective directors, officers,
managers, employees, independent contractors, representatives or agents to) promise, authorize or make any payment to, or
otherwise contribute any item of value to, directly or indirectly, to any third party, including any Non-U.S. Official (as
(as such term is defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)), in
each case, in violation of the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption law. The
Company further represents that it shall (and shall cause each of its subsidiaries and affiliates to) cease all of its or
their respective activities, as well as remediate any actions taken by the Company, its subsidiaries or affiliates, or any of
their respective directors, officers, managers, employees, independent contractors, representatives or agents in violation of
the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption law. The Company further represents
that it shall (and shall cause each of its subsidiaries and affiliates to) maintain systems of internal controls (including,
but not limited to, accounting systems, purchasing systems and billing systems) to ensure compliance with the FCPA, the U.K.
Bribery Act, or any other applicable anti-bribery or anti-corruption law. Upon request, the Company agrees to provide
responsive information and/or certifications concerning its compliance with applicable anti-corruption laws. The Company
shall promptly notify each Investor if the Company becomes aware of any Enforcement Action (as defined in the Purchase
Agreement). The Company shall, and shall cause any direct or indirect subsidiary or entity controlled by it, whether now in
existence or formed in the future, to comply with the FCPA. The Company shall use its best efforts to cause any direct or
indirect subsidiary, whether now in existence or formed in the future, to comply in all material respects with all applicable
laws.


 


5.10 Termination
of Covenants. The covenants set forth in this Section 5, except for Section 5.5, shall terminate and be of no further force
or effect (i) immediately before the consummation of the IPO (ii) when the Company first becomes subject to the periodic reporting
requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in
the Company’s Certificate of Incorporation, as amended, whichever event occurs first.


 


6. Miscellaneous.


 


6.1 Successors and Assigns.
The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee of
Registrable Securities that (i) is an Affiliate of a Holder; (ii) is a Holder’s Immediate Family Member or trust for
the benefit of an individual Holder or one or more of such Holder’s Immediate Family Members; or (iii) after such
transfer, holds at least 30,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock
dividends, combinations, and other recapitalizations); provided, however, that (x) the Company is, within a reasonable
time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable
Securities with respect to which such rights are being transferred; and (y) such transferee agrees in a written instrument
delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including the provisions
of Section 2.11. For the purposes of determining the number of shares of Registrable Securities held by a transferee,
the holdings of a transferee (1) that is an Affiliate or stockholder of a Holder; (2) who is a Holder’s Immediate
Family Member; or (3) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member
shall be aggregated together and with those of the transferring Holder; provided further that all transferees who
would not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose of exercising
any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this Agreement inure to
the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this
Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their
respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this
Agreement, except as expressly provided herein.


 






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6.2Governing Law. This Agreement shall be governed
by the internal law of the State of Texas.


 


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


 


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


 


6.5Notices. All notices and other communications
given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual
receipt or (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail or facsimile during
the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next
business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage
prepaid; or (iv) one (1) business day after the business day of deposit with a nationally recognized overnight courier,
freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the
respective parties at their addresses as set forth on Schedule A or Schedule B (as applicable) hereto, or to the principal
office of the Company and to the attention of the Chief Executive Officer, in the case of the Company, or to such email
address, facsimile number, or address as subsequently modified by written notice given in accordance with this Section
6.5. If notice is given to the Company, a copy shall also be sent to McGuireWoods LLP, Attn: David McLean, Esq., 2000
McKinney Avenue, Suite 1400, Dallas, TX 75201.


 






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


 


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


 


6.8Additional Investors. Notwithstanding anything
to the contrary contained herein, if the Company issues additional shares of the Company’s Series A Preferred Stock
after the date hereof, whether pursuant to the Purchase Agreement or otherwise, any purchaser of such shares of Series A
Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to
this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or
consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such
additional Investor has agreed in writing to be bound by all of the obligations as an “Investor”
hereunder.


 


6.9Entire Agreement. This Agreement (including any
Schedules and Exhibits hereto) constitutes the full and entire understanding and agreement among the parties with respect to
the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the
parties is expressly canceled. Upon the effectiveness of this Agreement, the Prior Agreement shall be deemed amended and
restated and superseded and replaced in its entirety by this Agreement, and shall be of no further force or effect.


 




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


 


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


 


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


 


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


  


6.12 Acknowledgment. The
Company acknowledges that certain of the Investors are in the business of venture capital investing and therefore review the
business plans and related proprietary information of many enterprises, including enterprises which may have products or
services which compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any
way restrict the Investors from investing or participating in any particular enterprise whether or not such enterprise has
products or services which compete with those of the Company.


 


[Remainder of Page Intentionally Left Blank]




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


 


	 	Lantern Pharma Inc., a Texas
    corporation
	 	 	 
	 	By:	/s/ Arunkumar
    Asaithambi
	 	Name:	Arunkumar Asaithambi
	 	Title:	President


 


 


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KEY HOLDERS:



	 	 	 
	 	Biological
    Mimetics Inc.
	 	 	 
	 	By:	/s/ Dr.
    Peter L. Nara
	 	Name:	Dr. Peter L. Nara
	 	Title:	President and CEO


 


 


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	 	Health Wildcatters Fund II, LLC
	 	 	 
	 	By:	/s/ Hubert Zajicek 
	 	Name: 	Hubert Zajicek 
	 	Title:	CEO


 


 


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	 	Arunkumar Asaithambi
	 	 
	 	/s/ Arunkumar
    Asaithambi


 


 


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	 	Jeff Thomas
	 	 
	 	/s/ Jeff Thomas


 


 


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	 	INVESTORS:
	 	 	 
	 	GPG LPI Investment, LLC
	 	 
	 	By:	/s/ Gilbert Garcia
	 	Name:	 
	 	Title:	 


 


 


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	 	Peter Gottlieb
	 	 
	 	/s/ Peter Gottlieb


  


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	 	Oncology Venture, A/S
	 	 
	 	By:	/s/ Peter Buhl Jensen
	 	Name:	 
	 	Title:	 


 


 


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	 	J H Starship LLC
	 	 
	 	By:	/s/ John J. Flowers
	 	Name:	 
	 	Title:	 


 


  


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	 	Beefeater Assets LTD
	 	 
	 	By:	/s/ Eric Reinhart
	 	Name:	 
	 	Title:	 


 


 





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	 	Vandna Chavda
	 	 
	 	/s/ Vandna Chavda


  


 


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Amended and Restated Investors’ Rights Agreement





 






     


     


    

 





	 	Michael J. McNally
	 	 
	 	/s/ Michael J. McNally


 


 


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	 	Chad Hebel
	 	 
	 	/s/ Chad Hebel


 


 


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	 	C. H. Kiser & Company, LLC
	 	 
	 	By:	/s/ Charles H. Kiser
	 	Name:	 
	 	Title:	 


  


 


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	 	Meridian Energy Investments, LLC
	 	 
	 	By:	/s/ Dave B. Marshall
	 	Name:	 
	 	Title:	 





 


 


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	 	The Cook Family Living Trust
	 	 
	 	By:	/s/ Rick Cook
	 	Name:	 
	 	Title:	 


 


 





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	 	Bios Fund I, LP
	 	 
	 	By:	Bios Equity Partners, LP, its general partner
	 	 
	 	By:	/s/ Leslie Wayne Kreis, Jr.
	 	Name:	Leslie Wayne Kreis, Jr.
	 	Title:	Managing Partner





 





	 	Bios Fund I QP, LP
	 	 
	 	By:	Bios Equity Partners, LP, its general partner
	 	 
	 	By:	/s/ Leslie Wayne Kreis, Jr.
	 	Name:	Leslie Wayne Kreis, Jr.
	 	Title:	Managing Partner


 


 





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SCHEDULE A



 


INVESTORS





	Name	 	Address	 	Number of 

Shares Held
	GPG LPI Investment, LLC	 	[_________________]	 	168,164
	Peter Gottlieb	 	[_________________]	 	21,197
	J H Starship LLC	 	[_________________]	 	2,778
	Beefeater Assets LTD	 	[_________________]	 	2,384
	Vandna Chavda	 	[_________________]	 	7,155
	Michael J. McNally	 	[_________________]	 	4,767
	C.H. Kiser & Company, LLC	 	[_________________]	 	4,771
	Meridian Energy Investments, LLC	 	[_________________]  	 	9,543
	The Cook Family Living Trust	 	[_________________]  	 	2,781
	Chad Hebel	 	[_________________]	 	7,134
	Bios Fund I, LP	 	
        1401 Foch Street, Suite 140

        Fort Worth, Texas 76107

        Phone: 817-381-5370
	 	289,429.10
	Bios Fund I QP, LP	 	
        1401 Foch Street, Suite 140

        Fort Worth, Texas 76107

        Phone: 817-381-5370
	 	169,286.5







  






     


     


    

 


SCHEDULE B



 


KEY HOLDERS


 





	Name	 	Address	 	Number of Shares Held	 
	Biological Mimetics Inc.	 	[_________________]	 	600,000	 
	Arunkumar Asaithambi	 	[_________________]	 	400,000	 
	Health Wildcatters Fund II, LLC	 	[_________________]  	 	121,432	*
	Jeff Thomas	 	[_________________]	 	4587.2	 




  


		*	Health Wildcatters Fund II, LLC holds 97,561 shares of
Common Stock and 23,871 shares of Preferred Stock, for a total of 121,432 shares held.