Exhibit 10.6


 


Execution Version


 


 


 


 


 


 


 


 


AMENDED AND RESTATED


 


VOTING AGREEMENT


 


 


 


 


 


 


 


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	1.	Voting Provisions Regarding Board of Directors	2
	 	1.1	Size of the Board	2
	 	1.2	Board Composition	2
	 	1.3	Failure to Designate a Board Member	3
	 	1.4	Removal of Board Members	3
	 	1.5	No Liability for Election of Recommended Directors	4
	 	1.6	No “Bad Actor” Designees	4
	2.	Vote to Increase Authorized Common Stock	4
	3.	Drag-Along Right	4
	 	3.1	Definitions	4
	 	3.2	Actions to be Taken	5
	 	3.3	Exceptions	6
	 	3.4	Restrictions on Sales of Control of the Company	8
	4.	Remedies	8
	 	4.1	Covenants of the Company	8
	 	4.2	Irrevocable Proxy and Power of Attorney	8
	 	4.3	Specific Enforcement	8
	 	4.4	Remedies Cumulative	9
	5.	“Bad Actor” Matters	9
	 	5.1	Representation	9
	 	5.2	Covenant	9
	6.	Term	 	9
	7.	Miscellaneous	9
	 	7.1	Additional Parties	9
	 	7.2	Transfers	10
	 	7.3	Successors and Assigns	10
	 	7.4	Governing Law	10
	 	7.5	Counterparts. This Agreement may be executed in two (2) or more
    counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument	10
	 	7.6	Titles and Subtitles	10
	 	7.7	Notices	11
	 	7.8	Consent Required to Amend, Terminate or Waive	11
	 	7.9	Delays or Omissions	12




 




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TABLE OF CONTENTS

 (continued)


 


	 	 	 	Page
	 	7.10	Severability	12
	 	7.11	Entire Agreement	12
	 	7.12	Share Certificate Legend	12
	 	7.13	Stock Splits, Stock Dividends, etc	13
	 	7.14	Manner of Voting	13
	 	7.15	Further Assurances	13
	 	7.16	Dispute Resolution	13
	 	7.17	Aggregation of Stock	14
	 	7.18	Spousal Consent	14


 




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	Schedule A	-	Investors
	Schedule B	-	Key Holders
	Exhibit A	-	Adoption Agreement
	Exhibit B	-	Consent of Spouse


 




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AMENDED AND RESTATED

VOTING AGREEMENT


 


THIS AMENDED AND RESTATED
VOTING AGREEMENT (this “Agreement”), is made and entered into as of March 17, 2017, by and among Lantern Pharma
Inc., a Texas corporation (the “Company”), the holders of the Company’s Series A Preferred Stock, $0.01
par value per share (“Series A Preferred Stock”) listed on Schedule A (together with any subsequent investors,
or transferees, who become parties hereto as “Investors” pursuant to Sections 7.1(a) or 7.2 below, the
“Investors”), and those certain stockholders of the Company listed on Schedule B (together with any subsequent
stockholders, or any transferees, who become parties hereto as “Key Holders” pursuant to Sections 7.1(b) or
7.2 below, the “Key Holders,” and together collectively with the Investors, the “Stockholders”).


 


RECITALS


 


A. Concurrently with
the execution of this Agreement, the Company and the Investors are entering into a Series A Preferred Stock Purchase Agreement
(the “Purchase Agreement”) providing for the sale of shares of the Company’s Series A Preferred Stock,
and in connection with that agreement the parties desire to provide the Investors with the right, among other rights, to designate
the election of certain members of the board of directors of the Company (the “Board”) in accordance with the
terms of this Agreement.


 


B. The Amended and Restated
Certificate of Formation of the Company (the “Restated Certificate”) provides that (a) the holders of record
of the shares of the Company’s Series A Preferred Stock, exclusively and as a separate class, shall be entitled to elect
two directors of the Company (each, a “Series A Director”); and (b) the holders of record of the shares of common
stock of the Company, $0.01 par value (“Common Stock”), exclusively and voting together as a single class, shall
be entitled to elect the balance of the total number of directors of the Company.


 


C. The Company and the
existing Investors and Key Holders (collectively, the “Existing Parties”) are parties to that certain
Voting Agreement dated as of December 31, 2014 (the “Prior Agreement”). 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.


 


D. Pursuant to Section
6.8 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, (ii) the Key Holders holding as least a majority of the shares of Common Stock then held by the Key
Holders, and (c) the holders of at least a majority of the shares of Common Stock issued or issuable upon conversion of the shares
of Series A Preferred Stock held by the Investors (voting as a single class and on an as-converted basis). 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.


 




     


     


    

 


E. In consideration of
the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Existing Parties hereby agree that the Prior Agreement shall be superseded and replaced in its
entirety by this Agreement, and the parties hereto, intending to be legally bound, further agree as provided herein.


 


F. The parties also desire
to enter into this Agreement to set forth their agreements and understandings with respect to how shares of the Company’s
capital stock held by them will be voted on, or tendered in connection with, an acquisition of the Company.


 


NOW, THEREFORE, the parties agree as follows:


 


1. Voting Provisions Regarding Board
of Directors.


 


1.1 Size of the Board.
Each Stockholder agrees to vote, or cause to be voted, all Shares (as defined below) owned by such Stockholder, or over which such
Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the
size of the Board shall be set and remain at four (4) directors and may be increased only with the written consent of Investors
holding Series A Preferred Stock representing at least a majority of the shares of Common Stock issuable upon conversion of the
then outstanding shares of Series A Preferred Stock. For purposes of this Agreement, the term “Shares” shall mean and
include any securities of the Company the holders of which are entitled to vote for members of the Board, including without limitation,
all shares of Common Stock, Series A Preferred Stock, by whatever name called, now owned or subsequently acquired by a Stockholder,
however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise.


 


1.2 Board Composition. Each Stockholder
agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control,
from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of
stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons
shall be elected to the Board:


 


(a) One person designated
by Bios Fund I, LP (“Bios I”) and Bios Fund I QP, LP (together with Bios I, “Bios”),
which individual shall be selected at such time as determined by Bios, to serve as one of the two Series A Directors, for so long
as Bios and its Affiliates continue to own beneficially at least seven and one-half percent (7.5%) of the shares of Common Stock
of the Company (including shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock), which number
is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like;


 


(b) One person designated
by Green Park & Golf Ventures, LLC, a Texas limited liability company (“Green Park”), which individual shall
be selected at such time as determined by Green Park, to serve the remaining Series A Director, for so long as Green Park and its
Affiliates continue to own beneficially at least seven and one-half percent (7.5%) shares of Common Stock of the Company (including
shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock), which number is subject to appropriate
adjustment for all stock splits, dividends, combinations, recapitalizations and the like; and


 




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(c) For so long as
the Key Holders hold at least 400,000 shares of Common Stock (as adjusted for any stock splits, stock dividends, recapitalizations
or the like), two individuals designated by the holders of a majority of the Shares of Common Stock held by the Key Holders, which
individuals shall initially be Peter Nara and Arunkumar Asaithambi.


 


To the extent that any
of clauses (a) through (c) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance
with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance
with, and pursuant to, the Company’s Restated Certificate.


 


For purposes of this
Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively,
a “Person”) shall be deemed an “Affiliate” of another 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.


 


1.3 Failure to Designate
a Board Member. In the absence of any designation from the Persons or groups with the right to designate a director as specified
above, the director previously designated by them and then serving shall be reelected if still eligible to serve as provided herein.


 


1.4 Removal of Board
Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such
Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:


 


(a) no director elected
pursuant to Sections 1.3 or 1.4 of this Agreement may be removed from office other than for cause unless (i) such
removal is directed or approved by the affirmative vote of the Person, or of the holders of at least a majority of the shares of
stock, entitled under Section 1.3 to designate that director; or (ii) the Person(s) originally entitled to designate or
approve such director or occupy such Board seat pursuant to Section 1.3 is no longer so entitled to designate or approve
such director or occupy such Board seat;


 


(b) any vacancies created
by the resignation, removal or death of a director elected pursuant to Sections 1.3 or 1.4 shall be filled pursuant
to the provisions of this Section 1; and


 


(c) upon the request
of any party entitled to designate a director as provided in Section 1.2(a) or 1.2(b) to remove such director, such
director shall be removed.


 




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All Stockholders agree to execute any written
consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to
designate directors to call a special meeting of stockholders for the purpose of electing directors.


 


1.5 No Liability for
Election of Recommended Directors. No Stockholder, nor any Affiliate of any Stockholder, shall have any liability as a result
of designating a person for election as a director for any act or omission by such designated person in his or her capacity as
a director of the Company, nor shall any Stockholder have any liability as a result of voting for any such designee in accordance
with the provisions of this Agreement.


 


1.6 No “Bad
Actor” Designees. Each Person with the right to designate or participate in the designation of a director as specified
above hereby represents and warrants to the Company that, to such Person’s knowledge, none of the “bad actor”
disqualifying events described in Rule 506(d)(1)(i)-(viii) promulgated under the Securities Act of 1933, as amended (the “Securities
Act”) (each, a “Disqualification Event”), is applicable to such Person’s initial designee named
above except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. Any
director designee to whom any Disqualification Event is applicable, except for a Disqualification Event as to which Rule 506(d)(2)(ii)
or (iii) or (d)(3) is applicable, is hereinafter referred to as a “Disqualified Designee”. Each Person with
the right to designate or participate in the designation of a director as specified above hereby covenants and agrees (A) not to
designate or participate in the designation of any director designee who, to such Person’s knowledge, is a Disqualified Designee
and (B) that in the event such Person becomes aware that any individual previously designated by any such Person is or has become
a Disqualified Designee, such Person shall as promptly as practicable take such actions as are necessary to remove such Disqualified
Designee from the Board and designate a replacement designee who is not a Disqualified Designee.


 


2. Vote to Increase
Authorized Common Stock. Each Stockholder agrees to vote or cause to be voted all Shares owned by such Stockholder, or over
which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to increase
the number of authorized shares of Common Stock from time to time to ensure that there will be sufficient shares of Common Stock
available for conversion of all of the shares of Series A Preferred Stock outstanding at any given time.


 


3. Drag-Along Right.


 


3.1 Definitions.
A “Sale of the Company” shall mean either: (a) a transaction or series of related transactions in which a Person,
or a group of related Persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the
out-standing voting power of the Company (a “Stock Sale”); or (b) a transaction that qualifies as a “Deemed
Liquidation Event” as defined in the Restated Certificate.


 




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3.2 Actions to be
Taken. In the event that the holders of at least seventy-five percent (75%) of the shares of Common Stock then issued or issuable
upon conversion of the shares of Series A Preferred Stock (the “Selling Investors”) approve a Sale of the Company
in writing, specifying that this Section 3 shall apply to such transaction, then each Stockholder and the Company hereby
agree:


 


(a) if such transaction
requires stockholder approval, with respect to all Shares that such Stockholder owns or over which such Stockholder otherwise exercises
voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of, and adopt, such
Sale of the Company (together with any related amendment to the Restated Certificate required in order to implement such Sale of
the Company) and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the
ability of the Company to consummate such Sale of the Company;


 


(b) if such transaction
is a Stock Sale, to sell the same proportion of shares of capital stock of the Company beneficially held by such Stockholder as
is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, except as
permitted in Section 3.3 below, on the same terms and conditions as the Selling Investors;


 


(c) to execute and
deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested
by the Company or the Selling Investors in order to carry out the terms and provision of this Section 3, including, without
limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity
agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear
of impermissible liens, claims and encumbrances), and any similar or related documents;


 


(d) not to deposit,
and to cause their Affiliates not to deposit, except as provided in this Agreement, any Shares of the Company owned by such party
or Affiliate in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares,
unless specifically requested to do so by the acquiror in connection with the Sale of the Company;


 


(e) to refrain from
exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the
Company;


 


(f) if the consideration
to be paid in exchange for the Shares pursuant to this Section 3 includes any securities and due receipt thereof by any
Stockholder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker
or dealer or agent with respect to such securities; or (y) the provision to any Stockholder of any information other than such
information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined
in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Stockholder in lieu thereof,
against surrender of the Shares which would have otherwise been sold by such Stockholder, an amount in cash equal to the fair value
(as determined in good faith by the Company) of the securities which such Stockholder would otherwise receive as of the date of
the issuance of such securities in exchange for the Shares; and


 




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(g) in the event that
the Selling Investors, in connection with such Sale of the Company, appoint a stockholder representative (the “Stockholder
Representative”) with respect to matters affecting the Stockholders under the applicable definitive transaction agreements
following consummation of such Sale of the Company, (x) to consent to (i) the appointment of such Stockholder Representative, (ii)
the establishment of any applicable escrow, expense or similar fund in connection with any indemnification or similar obligations,
and (iii) the payment of such Stockholder’s pro rata portion (from the applicable escrow or expense fund or otherwise) of
any and all reasonable fees and expenses to such Stockholder Representative in connection with such Stockholder Representative’s
services and duties in connection with such Sale of the Company and its related service as the representative of the Stockholders,
and (y) not to assert any claim or commence any suit against the Stockholder Representative or any other Stockholder with respect
to any action or inaction taken or failed to be taken by the Stockholder Representative in connection with its service as the Stockholder
Representative, absent fraud or willful misconduct.


 


3.3 Exceptions.
Notwithstanding the foregoing, a Stockholder will not be required to comply with Section 3.2 above in connection with any
proposed Sale of the Company (the “Proposed Sale”), unless:


 


(a) any representations
and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties
related to authority, ownership and the ability to convey title to such Shares, including, but not limited to, representations
and warranties that (i) the Stockholder holds all right, title and interest in and to the Shares such Stockholder purports to hold,
free and clear of all liens and encumbrances, (ii) the obligations of the Stockholder in connection with the transaction have been
duly authorized, if applicable, (iii) the documents to be entered into by the Stockholder have been duly executed by the Stockholder
and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms; and (iv) neither
the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s
obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any
court or governmental agency;


 


(b) the Stockholder
shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed
Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations,
warranties and covenants of the Company as well as breach by any stockholder of any of identical representations, warranties and
covenants provided by all stockholders);


 


(c) the liability for
indemnification, if any, of such Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties
made by the Company or its Stockholders in connection with such Proposed Sale, is several and not joint with any other Person (except
to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants
of the Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all
stockholders), and subject to the provisions of the Restated Certificate related to the allocation of the escrow, is pro rata in
proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Proposed Sale;


 




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(d) liability shall
be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder
in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate
indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise
payable to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder,
the liability for which need not be limited as to such Stockholder;


 


(e) upon the consummation
of the Proposed Sale (i) each holder of each class or series of the Company’s stock will receive the same form of consideration
for their shares of such class or series as is received by other holders in respect of their shares of such same class or series
of stock, (ii) each holder of a series of Series A Preferred Stock will receive the same amount of consideration per share of such
series of Series A Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder
of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect
of their shares of Common Stock, and (iv) unless the holders of at least a majority of the Series A Preferred Stock elect to receive
a lesser amount by written notice given to the Company at least five (5) days prior to the effective date of any such Proposed
Sale, the aggregate consideration receivable by all holders of the Series A Preferred Stock and Common Stock shall be allocated
among the holders of Series A Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the
holders of each respective series of Series A Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation
Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Certificate
of Incorporation in effect immediately prior to the Proposed Sale; provided, however, that, notwithstanding the foregoing,
if the consideration to be paid in exchange for the Key Holder Shares or Investor Shares, as applicable, pursuant to this Section
3.3(e) includes any securities and due receipt thereof by any Key Holder or Investor would require under applicable law (x)
the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities;
or (y) the provision to any Key Holder or Investor of any information other than such information as a prudent issuer would generally
furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities
Act, the Company may cause to be paid to any such Key Holder or Investor in lieu thereof, against surrender of the Key Holder Shares
or Investor Shares, as applicable, which would have otherwise been sold by such Key Holder or Investor, an amount in cash equal
to the fair value (as determined in good faith by the Company) of the securities which such Key Holder or Investor would otherwise
receive as of the date of the issuance of such securities in exchange for the Key Holder Shares or Investor Shares, as applicable;
and


 


(f) subject to clause
(e) above, requiring the same form of consideration to be available to the holders of any single class or series of capital stock,
if any holders of any capital stock of the Company are given an option as to the form and amount of consideration to be received
as a result of the Proposed Sale, all holders of such capital stock will be given the same option; provided, however, that
nothing in this Section 3.3(f) shall entitle any holder to receive any form of consideration that such holder would be ineligible
to receive as a result of such holder’s failure to satisfy any condition, requirement or limitation that is generally applicable
to the Company’s stockholders.


 




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3.4 Restrictions on
Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all holders of Series A Preferred
Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among
the parties thereto in the manner specified in the Company’s Restated Certificate in effect immediately prior to the Stock
Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of at least a majority of the Series A Preferred
Stock elect otherwise by written notice given to the Company at least ten (10) days prior to the effective date of any such transaction
or series of related transactions.


 


4. Remedies.


 


4.1 Covenants of the
Company. The Company agrees to use its best efforts, within the requirements of applicable law, to ensure that the rights granted
under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, without limitation,
the use of the Company’s best efforts to cause the nomination and election of the directors as provided in this Agreement.


 


4.2 Irrevocable Proxy
and Power of Attorney. Each party to this Agreement hereby constitutes and appoints as the proxies of the party and hereby
grants a power of attorney to the President of the Company, and a designee of the Selling Investors, and each of them, with full
power of substitution, with respect to the matters set forth herein, including, without limitation, election of persons as members
of the Board in accordance with Section 1 hereto, votes to increase authorized shares pursuant to Section 2 hereof
and votes regarding any Sale of the Company pursuant to Section 3 hereof, and hereby authorizes each of them to represent
and vote, if and only if the party (i) fails to vote, or (ii) attempts to vote (whether by proxy, in person or by written consent),
in a manner which is inconsistent with the terms of this Agreement, all of such party’s Shares in favor of the election of
persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement or the
increase of authorized shares or approval of any Sale of the Company pursuant to and in accordance with the terms and provisions
of Sections 2 and 3, respectively, of this Agreement or to take any action necessary to effect Sections 2 and 3,
respectively, of this Agreement. Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence
is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated
by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates
or expires pursuant to Section 6 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney
with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section
6 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares
into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly
or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with
respect to any of the matters set forth herein.


 


4.3 Specific Enforcement.
Each party acknowledges and agrees that each party hereto will be irreparably damaged in the event any of the provisions of this
Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached. Accordingly, it is
agreed that each of the Company and the Stockholders shall be entitled to an injunction to prevent breaches of this Agreement,
and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United
States or any state having subject matter jurisdiction.


 




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4.4 Remedies Cumulative.
All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.


 


5. “Bad Actor”
Matters.


 


5.1 Representation.
Each Person with the right to designate or participate in the designation of a director pursuant to this Agreement hereby represents
that none of the “bad actor” disqualifying events described in Rule 506(d)(1)(i)-(viii) promulgated under the Securities
Act (a “Disqualification Event”) is applicable to such Person or any of its Rule 506(d) Related Parties, except,
if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. For purposes of this
Agreement, “Rule 506(d) Related Party” shall mean with respect to any Person any other Person that is a beneficial
owner of such first Person’s securities for purposes of Rule 506(d) of the Securities Act.


 


5.2 Covenant.
Each Person with the right to designate or participate in the designation of a director pursuant to this Agreement hereby agrees
that it shall notify the Company promptly in writing in the event a Disqualification Event becomes applicable to such Person or
any of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii)
or (d)(3) is applicable.


 


6. Term. This
Agreement shall be effective as of the date hereof and shall continue in effect until and shall terminate upon the earliest to
occur of (a) the consummation of the Company’s first underwritten public offering of its Common Stock (other than a registration
statement relating either to the sale of securities to employees of the Company pursuant to its stock option, stock purchase or
similar plan or an SEC Rule 145 transaction); (b) the consummation of a Sale of the Company and distribution of proceeds to or
escrow for the benefit of the Stockholders in accordance with the Restated Certificate, provided that the provisions of
Section 3 hereof will continue after the closing of any Sale of the Company to the extent necessary to enforce the provisions
of Section 3 with respect to such Sale of the Company; (c) termination of this Agreement in accordance with Section 7.8
below.


 


7. Miscellaneous.


 


7.1 Additional Parties.


 


(a) Notwithstanding
anything to the contrary contained herein, if the Company issues additional shares of Series A Preferred Stock after the date hereof,
as a condition to the issuance of such shares the Company shall require that any purchaser of Series A Preferred Stock become a
party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A,
or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and
Stockholder hereunder. In either event, each such person shall thereafter shall be deemed an Investor and Stockholder for all purposes
under this Agreement.


 




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(b) In the event that
after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such
Person (other than to a purchaser of Series A Preferred Stock described in Section 7.1(a) above), then, the Company shall
cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an
Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement
as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.


 


7.2 Transfers.
Each transferee or assignee of any Shares subject to this Agreement shall continue to be subject to the terms hereof, and, as a
condition precedent to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be
subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached
hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee shall be
deemed to be a party hereto as if such transferee were the transferor and such transferee’s signature appeared on the signature
pages of this Agreement and shall be deemed to be an Investor and Stockholder, or Key Holder and Stockholder, as applicable. The
Company shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing
any such Shares unless and until such transferee shall have complied with the terms of this Section 7.2. Each certificate
instrument, or book entry representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall
be notated by the Company with the legend set forth in Section 7.12.


 


7.3 Successors and
Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors
and assigns 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 assigns any rights, remedies, obligations, or liabilities under or by reason
of this Agreement, except as expressly provided in this Agreement.


 


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


 


7.5
Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic
mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or
other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid
and effective for all purposes.


 


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


 




    10


     


    

 


7.7 Notices. 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 (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail
or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s
next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage
prepaid, or (d) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight
prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective
parties at their address as set forth on Schedule A or Schedule B hereto, or to such email address, facsimile number
or address as subsequently modified by written notice given in accordance with this Section 7.7. 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.


 


7.8 Consent Required
to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived
(either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed
by (a) the Company; (b) the Key Holders holding at least a majority of the Shares then held by the Key Holders; and (c) the holders
of at least a majority of the shares of Common Stock issued or issuable upon conversion of the shares of Series A Preferred Stock
held by the Investors (voting as a single class and on an as-converted basis). Notwithstanding the foregoing:


 


(a) this Agreement
may not be amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor
or Key Holder without the written consent of such Investor or Key Holder unless such amendment, termination or waiver applies to
all Investors or Key Holders, as the case may be, in the same fashion;


 


(b) the consent of
the Key Holders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable
to the rights of the Key Holders hereunder; or (B) does not adversely affect the rights of the Key Holders in a manner that is
different than the effect on the rights of the other parties hereto;


 


(c) Schedules A
hereto may be amended by the Company from time to time in accordance with Section 1.3 of the Purchase Agreement to add information
regarding additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto;


 


(d) any provision hereof
may be waived by the waiving party on such party’s own behalf, without the consent of any other party; and (e) Section
1.2(a) of this Agreement shall not be amended or waived without the written consent of Bios, and Section 1.2(b) of this
Agreement shall not be amended or waived without the written consent of at least a majority of the shares of Common Stock.


 


The Company shall give prompt written notice
of any amendment, termination, or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination,
or waiver effected in accordance with this Section 7.8 shall be binding on each party and all of such party’s successors
and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, termination
or waiver. For purposes of this Section 7.8, the requirement of a written instrument may be satisfied in the form of an
action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether
or not such action by written consent makes explicit reference to the terms of this Agreement.


 




    11


     


    

 


7.9 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 non-defaulting party
nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in 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 previously or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any
party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of
this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies,
either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.


 


7.10 Severability.
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.


 


7.11 Entire Agreement.
This Agreement (including the Exhibits hereto), the Restated Certificate and the other Transaction Agreements (as defined in the
Purchase Agreement) constitute the full and entire understanding and agreement between 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.


 


7.12 Share Certificate
Legend. Each certificate, instrument, or book entry representing any Shares issued after the date hereof shall be notated by
the Company with a legend reading substantially as follows:


 


“THE SHARES REPRESENTED HEREBY
ARE SUBJECT TO A VOTING AGREEMENT, AS MAY BE AMENDED, RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME TO TIME, (A COPY
OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING
SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT VOTING AGREEMENT, INCLUDING CERTAIN
RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.”


 


The Company, by its execution of this Agreement,
agrees that it will cause the certificates instruments, or book entry evidencing the Shares issued after the date hereof to be
notated with the legend required by this Section 7.12 of this Agreement, and it shall supply, free of charge, a copy of
this Agreement to any holder of such Shares upon written request from such holder to the Company at its principal office. The parties
to this Agreement do hereby agree that the failure to cause the certificates, instruments, or book entry evidencing the Shares
to be notated with the legend required by this Section 7.12 herein and/or the failure of the Company to supply, free of
charge, a copy of this Agreement as provided hereunder shall not affect the validity or enforcement of this Agreement.


 




    12


     


    

 


7.13 Stock Splits,
Stock Dividends, etc. In the event of any issuance of Shares of the Company’s voting securities hereafter to any of the
Stockholders (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization,
or the like), such Shares shall become subject to this Agreement and shall be notated with the legend set forth in Section 7.12.


 


7.14 Manner of Voting.
The voting of Shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner
permitted by applicable law. For the avoidance of doubt, voting of the Shares pursuant to the Agreement need not make explicit
reference to the terms of this Agreement.


 


7.15 Further Assurances.
At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request of any
other party, to execute and deliver any further instruments or documents and to take all such further action as the other party
may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise
carry out the intent of the parties hereunder.


 


7.16 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 abovenamed 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 ALLENCOMPASSING 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.


 




    13


     


    

 


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.


 


7.17 Aggregation of
Stock. All Shares held or acquired by a Stockholder and/or its Affiliates shall be aggregated together for the purpose of determining
the availability of any rights under this Agreement, and such Affiliated persons may apportion such rights as among themselves
in any manner they deem appropriate.


 


7.18 Spousal Consent.
If any individual Stockholder is married on the date of this Agreement, such Stockholder’s spouse shall execute and deliver
to the Company a consent of spouse in the form of Exhibit B hereto (“Consent of Spouse”), effective on
the date hereof. Notwithstanding the execution and delivery thereof, such consent shall not be deemed to confer or convey to the
spouse any rights in such Stockholder’s Shares that do not otherwise exist by operation of law or the agreement of the parties.
If any individual Stockholder should marry or remarry subsequent to the date of this Agreement, such Stockholder shall within thirty
(30) days thereafter obtain his/her new spouse’s acknowledgement of and consent to the existence and binding effect of all
restrictions contained in this Agreement by causing such spouse to execute and deliver a Consent of Spouse acknowledging the restrictions
and obligations contained in this Agreement and agreeing and consenting to the same.


 


[Signature Page Follows]


 




    14


     


    

 


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


 


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




 


[Signature
Page To Amended and Restated Voting Agreement]




 




     


     


    

 

	 	KEY HOLDERS:
	 	 	 
	 	Biological Mimetics Inc.
	 	 	 
	 	By:	 
	 	Name: 	Dr. Peter L. Nara
	 	Title:	President and CEO



 


[Signature
Page To Amended and Restated Voting Agreement]


 



     


     


    

 


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


 


[Signature
Page To Amended and Restated Voting Agreement]


 



     


     


    

 


	 	Arunkumar Asaithambi
	 	 	 
	 	                       



 


[Signature
Page To Amended and Restated Voting Agreement]


 



     


     


    

 


	 	Jeff Thomas
	 	 	 
	 	                  



 


[Signature
Page To Amended and Restated Voting Agreement]


 



     


     


    

 


	 	INVESTORS:
	 	 	 
	 	GPG LPI Investment, LLC
	 	 	 
	 	By:	                 
	 	Name: 	 
	 	Title:	 


 


[Signature
Page To Amended and Restated Voting Agreement]


 



     


     


    

 


	 	Peter Gottlieb
	 	 	 
	 	                 



 


[Signature
Page To Amended and Restated Voting Agreement]


 



     


     


    

 


	 	Oncology Venture, APS
	 	 	 
	 	By:	                 
	 	Name: 	 
	 	Title:	 


 


[Signature
Page To Amended and Restated Voting Agreement]


 



     


     


    

 


	 	J H Starship LLC
	 	 	 
	 	By:	            
	 	Name: 	 
	 	Title:	 



 


[Signature
Page To Amended and Restated Voting Agreement]


 



     


     


    

 


	 	Beefeater Assets LTD
	 	 	 
	 	By:	            
	 	Name: 	 
	 	Title:	 


 


[Signature
Page To Amended and Restated Voting Agreement]


 



     


     


    

 


	 	Vandna Chavda
	 	 	 
	 	           


 


[Signature
Page To Amended and Restated Voting Agreement]


 



     


     


    

 


	 	Michael J. McNally
	 	 	 
	 	 



 


[Signature
Page To Amended and Restated Voting Agreement]


 



     


     


    

 


	 	Chad Hebel
	 	 	 
	 	 



 


[Signature
Page To Amended and Restated Voting Agreement]


 



     


     


    

 


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


 


[Signature
Page To Amended and Restated Voting Agreement]


 



     


     


    

 


	 	Meridian Energy Investments, LLC
	 	 	 
	 	By:	            
	 	Name: 	 
	 	Title:	 


 


[Signature
Page To Amended and Restated Voting Agreement]


 



     


     


    

 


	 	The Cook Family Living Trust
	 	 	 
	 	By:	            
	 	Name: 	 
	 	Title:	 


 


[Signature
Page To Amended and Restated Voting Agreement]


 



     


     


    

 


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


 


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


 


[Signature
Page To Amended and Restated Voting Agreement]


 



     


     


    

 


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.




 



     


     


    

 


EXHIBIT
A


 


ADOPTION AGREEMENT


 


This Adoption Agreement (“Adoption
Agreement”) is executed on________________, 20__, by the undersigned (the “Holder”) pursuant
to the terms of that certain Amended and Restated Voting Agreement dated as of [______ __,
20__] (the “Agreement”), by and among the Company and certain of its Stockholders, as such
Agreement may be amended or amended and restated hereafter. Capitalized terms used but not defined in this Adoption Agreement
shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Adoption Agreement, the
Holder agrees as follows.


 


1.1 Acknowledgement. Holder
acknowledges that Holder is acquiring certain shares of the capital stock of the Company (the “Stock”)[
or options, warrants, or other rights to purchase such Stock (the “Options”)], for one of the
following reasons (Check the correct box):


 


		☐	As a transferee of Shares from a party in such party’s
capacity as an “Investor” bound by the Agreement, and after such transfer, Holder shall be considered an “Investor”
and a “Stockholder” for all purposes of the Agreement.



 


		☐	As a transferee of Shares from a party in such party’s
capacity as a “Key Holder” bound by the Agreement, and after such transfer, Holder shall be considered a “Key
Holder” and a “Stockholder” for all purposes of the Agreement.



 


		☐	As a new Investor in accordance with Section 7.1(a) of the Agreement, in which case Holder will be an “Investor” and a “Stockholder” for all purposes
of the Agreement.



 


		☐	In accordance with Section 7.1(b) of the Agreement,
as a new party who is not a new Investor, in which case Holder will be a “Stockholder” for all purposes of the Agreement.



 


1.2 Agreement. Holder
hereby (a) agrees that the Stock [Options], and any other shares of capital stock or securities required by the Agreement
to be bound thereby, shall be bound by and subject to the terms of the Agreement and (b) adopts the Agreement with the
same force and effect as if Holder were originally a party thereto.


 


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


 


	HOLDER:	 	 	ACCEPTED AND AGREED:
	 	 	 
	By:	                           	 	LANTERN PHARMA INC.
	Name and Title of Signatory	 	 
	 	 	 
	Address:	 	 	By:	             
	 	 	 
	 	 	Title:	 
	 	 	 
	Facsimile Number: 	 	 	 
	 	 	 	 	 	 	 




 



     


     


    

 


EXHIBIT B


 


CONSENT OF SPOUSE


 


I,
_____________________, spouse of____________________, acknowledge that I have read the Amended and Restated Voting
Agreement, dated as of [____ __, 20__], to which this Consent is attached as Exhibit B (the
“Agreement”), and that I know the contents of the Agreement. I am aware that the Agreement contains
provisions regarding the voting and transfer of shares of capital stock of the Company that my spouse may own, including any
interest I might have therein.


 


I hereby agree that
my interest, if any, in any shares of capital stock of the Company subject to the Agreement shall be irrevocably bound by the Agreement
and further understand and agree that any community property interest I may have in such shares of capital stock of the Company
shall be similarly bound by the Agreement.


 


I am aware that the
legal, financial and related matters contained in the Agreement are complex and that I am free to seek independent professional
guidance or counsel with respect to this Consent. I have either sought such guidance or counsel or determined after reviewing the
Agreement carefully that I will waive such right.




 


	Dated as of ______________________	 
	 	 
	 	 
	 	Signature
	 	 
	 	 
	 	Print Name




 



     


     


    

 

Amendment to Voting Agreement


 


This Amendment to Voting Agreement (this
“Amendment”) is entered into as of February 26, 2019 by Lantern Pharma Inc., a Texas corporation (the “Company”)
and by the undersigned holders (the “Undersigned Holders”) of at least a majority of the shares of Common Stock issued
or issuable upon conversion of the shares of Series A Preferred Stock held by the Investors.


 


WHEREAS, the Company and the Undersigned
Holders are parties to that certain Amended and Restated Voting Agreement, dated as of March 17, 2017, by and among the Company
and the Investors and Key Holders named in such agreement (the “Agreement”); and


 


WHEREAS, on November 20, 2018, the Company
filed with the Secretary of State of the State of Texas a Certificate of Amendment (the “Certificate Amendment”) to
the Company’s Amended and Restated Certificate of Formation previously filed with the Secretary of State of the State of
Texas on March 16, 2017.


 


NOW, THEREFORE, the Company and the Undersigned Holders hereby
agree and consent as follows:


 


		1.	The Agreement (including, without limitation, the definition of “Restated Certificate”
in Paragraph B of the RECITALS Section of the Agreement) is hereby amended so that the term “Restated Certificate”
in the Agreement means the Amended and Restated Certificate of Formation of the Company, as amended from time to time.



 


		2.	In connection with such amendment, the Agreement is hereby amended as necessary to reflect that
the term “Restated Certificate” in the Agreement includes the Certificate Amendment.



 


		3.	The Agreement is hereby further amended as necessary to reflect the amendments described in Sections
1 and 2 of this Amendment.



 


		4.	The Agreement, as amended hereby, shall continue in full force and effect in accordance with its
terms.



 


		5.	Each capitalized term used but not otherwise defined in this Amendment shall have the meaning given
to such term in the Agreement.



 


		6.	Each of the Company and the Undersigned Holders agrees to take such other actions and execute such
further documents as may be reasonably requested by the Company or the Undersigned Holders in order to further reflect or fulfill
the terms of this Amendment. This Amendment may be executed in counterparts with the same effect as if all signatories had signed
the same document.



 


[signature page follows]


 




     


     


    

 


IN WITNESS WHEREOF, the parties hereto
have signed this Amendment to indicate their agreement with respect to the matters described herein.


 


Company:


 


Lantern Pharma Inc.


 


	By:	 	 
	 	Panna Sharma	 
	 	President & Chief Executive Officer	 


 


Undersigned Holders:


 


Bios Fund I, LP


 


	By:	 	 
	Title: 	Managing Partner of Bios Equity Partners, LP, its General Partner
	Date:	02/26/2019	 


 


Bios Fund I QP, LP


 


	By:	 	 
	Title: 	Managing Partner of Bios Equity Partners, LP, its General Partner
	Date:	02/26/2019	 


 




    2


     


    

 


Amendment to Voting Agreement


 


This Amendment to Voting Agreement (this
“Amendment”) is entered into as of October 4, 2019 by Lantern Pharma Inc., a Texas corporation (the “Company”),
by the undersigned Key Holders (the “Undersigned Key Holders”) holding at least a majority of the Shares currently
held by the Key Holders, and by the undersigned holders (the “Undersigned Series A Holders”) of at least a majority
of the shares of Common Stock issued or issuable upon conversion of the shares of Series A Preferred Stock held by the Investors.
The Undersigned Key Holders and the Undersigned Series A Holders are herein collectively referred to as the “Undersigned
Holders”.


 


WHEREAS, the Company and the Undersigned
Holders are parties to that certain Amended and Restated Voting Agreement, dated as of March 17, 2017 and further amended as of
February 26, 2019 (collectively, the “Agreement”), by and among the Company and the Investors, Key Holders and other
additional parties to such agreement; and


 


WHEREAS, the Company and the Undersigned
Holders wish to make certain amendments to the Agreement.


 


NOW, THEREFORE, the Company and the Undersigned Holders hereby
agree and consent as follows:


 


		1.	The Agreement is hereby amended to add a new Section 1.2(d), which new Section 1.2(d) shall read
in its entirety as follows:



 


“(d) One person designated
by the holders of at least a majority of the then outstanding shares of the Company’s Common Stock; and”


 


		2.	The Agreement is hereby amended to add a new Section 1.2(e), which new Section 1.2(e) shall read
in its entirety as follows:



 


“(e) One person designated
by the holders of at least a majority of the then outstanding shares of the Company’s Series A Preferred Stock.”


 


		3.	The Agreement is hereby further amended as necessary to reflect the amendments described in Sections
1 and 2 of this Amendment, including, without limitation, as necessary to reflect that the individuals to be elected as directors
pursuant to new Sections 1.2(d) and 1.2(e) of the Agreement shall be in addition to the individuals to be elected as directors
pursuant to Sections 1.2(a), 1.2(b) and 1.2(c) of the Agreement.



 


		4.	The first sentence of Section 1.1 of the Agreement is hereby amended to read in its entirety as
follows:



 


“Each Stockholder agrees
to vote, or cause to be voted, all Shares (as defined below) owned by such Stockholder, or over which such Stockholder has voting
control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Board shall
be set and remain at seven (7) directors and may be increased only with the written consent of Investors holding Series A Preferred
Stock representing at least a majority of the shares of Common Stock issuable upon conversion of the then outstanding shares of
Series A Preferred Stock.”


 




     


     


    

 


		5.	Paragraph B of the “Recitals”
section of the Agreement is hereby amended to read in its entirety as follows:


 


“B. The Company’s
Certificate of Formation, as restated and amended, currently provides that (a) the holders of record of the shares of the Company’s
Series A Preferred Stock, exclusively and as a separate class, shall be entitled to elect two directors of the Company (each, a
“Series A Director”); (b) the holders of record of the shares of common stock of the Company, $0.01 par value
(“Common Stock”), exclusively and voting together as a single class, shall be entitled to elect two directors
of the Company; and (c) the holders of record of the shares of the Company’s Common Stock and of any other class or series
of voting stock (including the Series A Preferred Stock), exclusively and voting together as a single class, shall be entitled
to elect the balance of the total number of directors of the Company. For purposes of this Agreement, the term “Restated
Certificate” shall mean the Amended and Restated Certificate of Formation of the Company, as amended from time to time.”


 


		6.	The penultimate paragraph of Section 1.2 of the Agreement is hereby amended so that the reference
to “clauses (a) through (c)” in such penultimate paragraph of Section 1.2 shall hereafter be a reference “clauses
(a) through (e)”.



 


		7.	The Agreement is hereby amended to remove the word “and” at the very end of Section
1.2(b).



 


		8.	The Agreement is hereby amended to replace the period at the end of Section 1.2(c) with a semicolon.



 


		9.	The Agreement, as amended hereby, shall continue in full force and effect in accordance with its
terms.



 


		10.	Each capitalized term used but not otherwise defined in this Amendment shall have the meaning given
to such term in the Agreement.



 


		11.	Each of the Company and the Undersigned Holders agrees to take such other actions and execute such
further documents as may be reasonably requested by the Company or the Undersigned Holders in order to further reflect or fulfill
the terms of this Amendment. This Amendment may be executed in counterparts with the same effect as if all signatories had signed
the same document.



 


[signature page follows]


 




    2


     


    

 


IN WITNESS WHEREOF, the parties hereto have signed
this Amendment to indicate their agreement with respect to the matters described herein.


 


Company:


 


Lantern Pharma Inc.


 


	By:	 	 
	 	Panna Sharma	 
	 	President & Chief Executive Officer	 


 


Undersigned Series A Holders:


 


	Bios Fund I, LP	 	Bios Fund I QP, LP
	 	 	 	 	 
	By:	BIOS Equity Partners, LP	 	By:	BIOS Equity Partners, LP
	Its:	General Partner	 	Its:	General Partner
	 	 	 	 	 
	By:	 	 	By:	 
	Title: 	 	 	Title: 	 


 


	Bios Fund II, LP	 	Bios Fund II QP, LP
	 	 	 	 	 
	By:	BIOS Equity Partners II, LP 	 	By:	BIOS Equity Partners II, LP
	Its:	General Partner	 	Its:	General Partner
	 	 	 	 	 
	By:	 	 	By:	 
	Title: 	 	 	Title: 	 


 


Bios Fund II NT, LP


 


	By:	BIOS Equity Partners II, LP	 	 
	Its:	General Partner	 	 
	 	 	 	 
	By:	 	 	 
	Title: 	 	 	 


 


 




    3


     


    

 


Undersigned Series A Holders:


 


	GPG LPI Investment, LLC	 	Lantern 3-19 Investment, LLC
	 	 	 
	By:	Green Park & Golf Ventures II, LLC	 	By:	Green Park & Golf Ventures II, LLC
	Its:	Managing Member	 	Its:	Managing Member
	 	 	 
	By: 	 	 	By:	 
	Title:	 	 	Title:	 


 


Undersigned Key Holders:


 


Biological Mimetics, Inc.


 


	By:	 	 	 
	Title: 	 	 	 


 




 


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