Exhibit 10.5


 





Execution Version


 


AMENDED AND RESTATED


 


RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT


 


 


 


 


 


 


 






     


     


    

 


TABLE OF CONTENTS


 


	 	 	 	Page
	 	 	 	 
	1.	Definitions	2
	 	 	 	 
	2.	Agreement Among the Company, the Investors and the Stockholders of the Company	3
	 	2.1	Right of First Refusal	3
	 	2.2	Right of Co-Sale	5
	 	2.3	Effect of Failure to Comply	7
	 	 	 	 
	3.	Exempt Transfers	8
	 	3.1	Exempted Transfers	8
	 	3.2	Exempted Offerings	9
	 	3.3	Prohibited Transferees	9
	 	 	 	 
	4.	 Legend	9
	 	 	 
	5.	 Lock-Up	10
	 	5.1	Agreement to Lock-Up	10
	 	5.2	Stop Transfer Instructions	10
	 	 	 	 
	6.	 Miscellaneous	10
	 	6.1	Term	10
	 	6.2	Stock Split	10
	 	6.3	 Ownership	10
	 	6.4	 Dispute Resolution	11
	 	6.5	 Notices	11
	 	6.6	 Entire Agreement	12
	 	6.7	 Delays or Omissions	12
	 	6.8	Amendment; Waiver and Termination	12
	 	6.9	 Assignment of Rights	13
	 	6.10	 Severability	13
	 	6.11	 Additional Investors	13
	 	6.12	 Governing Law	13
	 	6.13	 Titles and Subtitles	14
	 	6.14	 Counterparts	14
	 	6.15	 Specific Performance	14
	 	6.16	 Additional Key Holders	14
	 	6.17	 Consent of Spouse	14








 





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





 






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AMENDED AND RESTATED


RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT


 


THIS AMENDED AND RESTATED
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of March 17, 2017, by and among
Lantern Pharma Inc., a Texas corporation (the “Company”), the Investors listed on Schedule A and the
Key Holders listed on Schedule B.


 


WHEREAS, each Key
Holder is the beneficial owner of the number of shares of Capital Stock, or of options to purchase Common Stock, set forth opposite
the name of such Key Holder on Schedule B;


 


WHEREAS, the Company
and the Investors are parties to the Series A Preferred Stock Purchase Agreement, of even date herewith (the “Purchase
Agreement”), pursuant to which the Investors have agreed to purchase shares of the Series A Preferred Stock of the Company,
par value $0.01 per share (“Series A Preferred Stock”);


 


WHEREAS, the Key
Holders and the Company desire to further induce the Investors to purchase the Series A Preferred Stock;


 


WHEREAS, the Company
and the existing Investors and Key Holders (collectively, the “Existing Parties”) are parties to that
certain Right of First Refusal and Co-Sale 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 6.8 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 Transfer Stock
then held by all of 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 then outstanding shares of Series A Preferred Stock held by the Investors (voting as a single class and
on an as-converted basis); 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,
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 follows:


 


		1.	Definitions.



 


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


 


1.2 “Capital Stock”
means (a) shares of Common Stock and Series A Preferred Stock (whether now outstanding or hereafter issued in any context), (b)
shares of Common Stock issued or issuable upon conversion of Series A Preferred Stock, and (c) shares of Common Stock issued or
issuable upon exercise or conversion, as applicable, of stock options, warrants or other convertible securities of the Company,
in each case now owned or subsequently acquired by any Key Holder, any Investor, or their respective successors or permitted transferees
or assigns. For purposes of the number of shares of Capital Stock held by an Investor or Key Holder (or any other calculation based
thereon), all shares of Series A Preferred Stock shall be deemed to have been converted into Common Stock at the then-applicable
conversion ratio.


 


1.3 “Change of Control”
means 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 outstanding voting power of the Company.


 


1.4 “Common Stock”
means shares of Common Stock of the Company, $0.01 par value per share.


 


1.5 “Company Notice”
means written notice from the Company notifying the selling stockholder of the Company that the Company intends to exercise its
Right of First Refusal as to some or all of the Transfer Stock with respect to any Proposed Transfer.


 


1.6 “Investor Notice”
means written notice from an Investor notifying the Company and the selling stockholder of the Company that such Investor intends
to exercise its Secondary Refusal Right as to a portion of the Transfer Stock with respect to any Proposed Transfer.


 


1.7 “Investors”
means the persons named on Schedule A hereto, each person to whom the rights of an Investor are assigned pursuant to Section
6.9, each person who hereafter becomes a signatory to this Agreement pursuant to Section 6.11 and any one of them,
as the context may require.


 


1.8 “Key Holders” means the persons named on Schedule B hereto, each person to whom the rights of a Key Holder are assigned pursuant
to Section 3.1, each person who hereafter becomes a signatory to this Agreement pursuant to Section 6.9 or 6.16
and any one of them, as the context may require.


 






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1.9 “Proposed Transfer”
means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer
or encumbering of any Transfer Stock (or any interest therein) proposed by any stockholder of the Company.


 


1.10 “Proposed Transfer
Notice” means written notice from a stockholder of the Company setting forth the terms and conditions of a Proposed Transfer.


 


1.11 “Prospective
Transferee” means any person to whom a stockholder of the Company proposes to make a Proposed Transfer.


 


1.12 “Restated Certificate”
means the Company’s Amended and Restated Certificate of Formation, as amended from time to time.


 


1.13 “Right of Co-Sale”
means the right, but not an obligation, of an Investor to participate in a Proposed Transfer on the terms and conditions specified
in the Proposed Transfer Notice.


 


1.14 “Right of First
Refusal” means the right, but not an obligation, of the Company, or its permitted transferees or assigns, to purchase
some or all of the Transfer Stock with respect to a Proposed Transfer, on the terms and conditions specified in the Proposed Transfer
Notice.


 


1.15 “Secondary
Notice” means written notice from the Company notifying the Investors and the selling stockholder of the Company that
the Company does not intend to exercise its Right of First Refusal as to all shares of Transfer Stock with respect to any Proposed
Transfer.


 


1.16 “Secondary
Refusal Right” means the right, but not an obligation, of each Investor to purchase up to its pro rata portion (based
upon the total number of shares of Capital Stock then held by all Investors) of any Transfer Stock not purchased pursuant to the
Right of First Refusal, on the terms and conditions specified in the Proposed Transfer Notice.


 


1.17 “Transfer Stock”
means shares of Capital Stock owned by a stockholder of the Company, or issued to a stockholder of the Company after the date hereof
(including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like),
but does not include any shares of Series A Preferred Stock or of Common Stock that are issued or issuable upon conversion of Series
A Preferred Stock.


 


1.18 “Undersubscription
Notice” means written notice from an Investor notifying the Company and the selling stockholder of the Company that such
Investor intends to exercise its option to purchase all or any portion of the Transfer Stock not purchased pursuant to the Right
of First Refusal or the Secondary Refusal Right.


 






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		2.	Agreement
                                         Among the Company, the Investors and the Stockholders of the Company.



 


2.1 Right
of First Refusal. 


 


(a) Grant.
Subject to the terms of Section 3 below, each Company stockholder hereby unconditionally and irrevocably grants to the Company
a Right of First Refusal to purchase all or any portion of Transfer Stock that such stockholder may propose to transfer in a Proposed
Transfer, at the same price and on the same terms and conditions as those offered to the Prospective Transferee.


 


(b) Notice.
Each stockholder of the Company proposing to make a Proposed Transfer must deliver a Proposed Transfer Notice to the Company and
each Investor not later than thirty (30) days prior to the consummation of such Proposed Transfer. Such Proposed Transfer Notice
shall contain the material terms and conditions (including price and form of consideration) of the Proposed Transfer, the identity
of the Prospective Transferee and the intended date of the Proposed Transfer. To exercise its Right of First Refusal under this
Section 2, the Company must deliver a Company Notice to the selling stockholder within fifteen (15) days after delivery
of the Proposed Transfer Notice. In the event of a conflict between this Agreement and any other agreement that may have been entered
into by a stockholder with the Company that contains a preexisting right of first refusal, the Company and the stockholder acknowledge
and agree that the terms of this Agreement shall control and the preexisting right of first refusal shall be deemed satisfied by
compliance with Section 2.1(a) and this Section 2.1(b).


 


(c) Grant
of Secondary Refusal Right to Investors. Subject to the terms of Section 3 below, each stockholder of the Company hereby
unconditionally and irrevocably grants to the Investors a Secondary Refusal Right to purchase all or any portion of the Transfer
Stock not purchased by the Company pursuant to the Right of First Refusal, as provided in this Section 2.1(c). If the Company
does not intend to exercise its Right of First Refusal with respect to all Transfer Stock subject to a Proposed Transfer, the Company
must deliver a Secondary Notice to the selling stockholder and to each Investor to that effect no later than ten (10) days after
the selling stockholder delivers the Proposed Transfer Notice to the Company. To exercise its Secondary Refusal Right, an Investor
must deliver an Investor Notice to the selling stockholder and the Company within ten (10) days after the Company’s deadline
for its delivery of the Secondary Notice as provided in the preceding sentence.


 


(d) Undersubscription
of Transfer Stock. If options to purchase have been exercised by the Company and the Investors with respect to some but
not all of the Transfer Stock by the end of the ten (10) day period specified in the last sentence of Section 2.1(c)
(the “Investor Notice Period”), then the Company shall, immediately after the expiration of the Investor
Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully
exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”).
Each Exercising Investor shall, subject to the provisions of this Section 2.1(d), have an additional option to
purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and
conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an
Undersubscription Notice to the selling stockholder and the Company within ten (10) days after the expiration of the Investor
Notice Period. In the event there are two (2) or more such Exercising Investors that choose to exercise the last-mentioned
option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase
under this Section 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of
Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving
effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company
Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors,
the Company shall immediately notify all of the Exercising Investors and the selling stockholder of that fact.


 






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(e) Forfeiture
of Rights. Notwithstanding the foregoing, if the total number of shares of Transfer Stock that the Company and the Investors
have agreed to purchase in the Company Notice, Investor Notices and Undersubscription Notices is less than the total number of
shares of Transfer Stock, then the Company and the Investors shall be deemed to have forfeited any right to purchase such Transfer
Stock, and the selling stockholder shall be free to sell all, but not less than all, of the Transfer Stock to the Prospective Transferee
on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the
Proposed Transfer Notice, it being understood and agreed that (i) any such sale or transfer shall be subject to the other terms
and restrictions of this Agreement, including, without limitation, the terms and restrictions set forth in Sections 2.2
and 6.9(b); (ii) any future Proposed Transfer shall remain subject to the terms and conditions of this Agreement, including
this Section 2; and (iii) such sale shall be consummated within forty-five (45) days after receipt of the Proposed Transfer
Notice by the Company and, if such sale is not consummated within such forty-five (45) day period, such sale shall again become
subject to the Right of First Refusal and Secondary Refusal Right on the terms set forth herein.


 


(f) Consideration; Closing.
If the consideration proposed to be paid for the Transfer Stock is in property, services or other non-cash consideration, the
fair market value of the consideration shall be as determined in good faith by the Company’s Board of Directors and as set
forth in the Company Notice. If the Company or any Investor cannot for any reason pay for the Transfer Stock in the same form
of non-cash consideration, the Company or such Investor may pay the cash value equivalent thereof, as determined in good faith
by the Board of Directors and as set forth in the Company Notice. The closing of the purchase of Transfer Stock by the Company
and the Investors shall take place, and all payments from the Company and the Investors shall have been delivered to the selling
stockholder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Transfer;
and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.




 


2.2 Right
of Co-Sale.


 


(a) Exercise
of Right. If any Transfer Stock subject to a Proposed Transfer is not purchased pursuant to Section 2.1 above and thereafter
is to be sold to a Prospective Transferee, each respective Investor may elect to exercise its Right of Co-Sale and participate
on a pro rata basis in the Proposed Transfer as set forth in Section 2.2(b) below and, subject to Section 2.2(d),
otherwise on the same terms and conditions specified in the Proposed Transfer Notice. Each Investor who desires to exercise its
Right of Co-Sale (each, a “Participating Investor”) must give the selling stockholder written notice to that
effect within ten (10) days after the deadline for delivery of the Secondary Notice described above, and upon giving such notice
such Participating Investor shall be deemed to have effectively exercised the Right of Co-Sale.


 






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(b) Shares
Includable. Each Participating Investor may include in the Proposed Transfer all or any part of such Participating Investor’s
Capital Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Transfer Stock subject to the
Proposed Transfer (excluding shares purchased by the Company or the Participating Investors pursuant to the Right of First Refusal
or the Secondary Refusal Right) by (ii) a fraction, the numerator of which is the number of shares of Capital Stock owned by such
Participating Investor immediately before consummation of the Proposed Transfer (including any shares that such Investor has agreed
to purchase pursuant to the Secondary Refusal Right) and the denominator of which is the total number of shares of Capital Stock
owned, in the aggregate, by all Participating Investors immediately prior to the consummation of the Proposed Transfer (including
any shares that all Participating Investors have collectively agreed to purchase pursuant to the Secondary Refusal Right), plus
the number of shares of Transfer Stock held by the stockholders of the Company. To the extent one (1) or more of the Participating
Investors exercise such right of participation in accordance with the terms and conditions set forth herein, the number of shares
of Transfer Stock that the selling stockholder may sell in the Proposed Transfer shall be correspondingly reduced.


 


(c) Purchase
and Sale Agreement. The Participating Investors and the selling stockholder agree that the terms and conditions of any Proposed
Transfer in accordance with Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement
with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for
such a transaction, and the Participating Investors and the selling stockholder further covenant and agree to enter into such Purchase
and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.


 


 (d) Allocation of Consideration.




 


(i) Subject
to Section 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling stockholder shall
be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and
the selling stockholder as provided in Section 2.2(b), provided that if a Participating Investor wishes to sell Series
A Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion
ratio of the Series A Preferred Stock into Common Stock.


 


(ii) In the event
that the Proposed Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide that
the aggregate consideration from such transfer shall be allocated to the Participating Investors and the selling stockholder
in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate as if (A) such transfer were a Deemed
Liquidation Event (as defined in the Restated Certificate), and (B) the Capital Stock sold in accordance with the Purchase
and Sale Agreement were the only Capital Stock outstanding. In the event that a portion of the aggregate consideration
payable to the Participating Investor(s) and selling stockholder is placed into escrow, the Purchase and Sale Agreement shall
provide that (x) the portion of such consideration that is not placed in escrow (the “Initial
Consideration”) shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated
Certificate as if the Initial Consideration were the only consideration payable in connection with such transfer, and (y) any
additional consideration which becomes payable to the Participating Investor(s) and selling stockholder upon release from
escrow shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate after taking
into account the previous payment of the Initial Consideration as part of the same transfer.


 






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(e) Purchase
by Selling Stockholder; Deliveries. Notwithstanding Section 2.2(c) above, if any Prospective Transferee or Transferees
refuse(s) to purchase securities subject to the Right of Co-Sale from any Participating Investor or Investors or upon the failure
to negotiate in good faith a Purchase and Sale Agreement reasonably satisfactory to the Participating Investors, no stockholder
of the Company may sell any Transfer Stock to such Prospective Transferee or Transferees unless and until, simultaneously with
such sale, such stockholder purchases all securities subject to the Right of Co-Sale from such Participating Investor or Investors
on the same terms and conditions (including the proposed purchase price) as set forth in the Proposed Transfer Notice and as provided
in Section 2.2(d)(i); provided, however, if such sale constitutes a Change of Control, the portion of the
aggregate consideration paid by the selling stockholder to such Participating Investor or Investors shall be made in accordance
with the first sentence of Section 2.2(d)(ii). In connection with such purchase by the selling stockholder, such Participating
Investor or Investors shall deliver to the selling stockholder any stock certificate or certificates, properly endorsed for transfer,
representing the Capital Stock being purchased by the selling stockholder (or request that the Company effect such transfer in
the name of the selling stockholder). Any such shares transferred to the selling stockholder will be transferred to the Prospective
Transferee against payment therefor in consummation of the sale of the Transfer Stock pursuant to the terms and conditions specified
in the Proposed Transfer Notice, and the selling stockholder shall concurrently therewith remit or direct payment to each such
Participating Investor the portion of the aggregate consideration to which each such Participating Investor is entitled by reason
of its participation in such sale as provided in this Section 2.2(e).


 


(f) Additional
Compliance. If any Proposed Transfer is not consummated within sixty (60) days after receipt of the Proposed Transfer Notice
by the Company, the stockholders of the Company proposing the Proposed Transfer may not sell any Transfer Stock unless they first
comply in full with each provision of this Section 2. The exercise or election not to exercise any right by any Investor
hereunder shall not adversely affect its right to participate in any other sales of Transfer Stock subject to this Section 2.2.


 


2.3 Effect
of Failure to Comply.


 


(a) Transfer Void; Equitable
Relief. Any Proposed Transfer not made in compliance with the requirements of this Agreement shall be null and void ab initio,
shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company. Each party
hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other parties hereto
for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally and irrevocably
agree that any non-breaching party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available
at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other
transfers of Transfer Stock not made in strict compliance with this Agreement).


 






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(b) Violation
of First Refusal Right. If any stockholder of the Company becomes obligated to sell any Transfer Stock to the Company or any
Investor under this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, the Company
and/or such Investor may, at its option, in addition to all other remedies it may have, send to such stockholder the purchase price
for such Transfer Stock as is herein specified and transfer to the name of the Company or such Investor (or request that the Company
effect such transfer in the name of an Investor) on the Company’s books any certificates, instruments, or book entry representing
the Transfer Stock to be sold.


 


(c) Violation
of Co-Sale Right. If any stockholder of the Company purports to sell any Transfer Stock in contravention of the Right of Co-Sale
(a “Prohibited Transfer”), each Investor who desires to exercise its Right of Co-Sale under Section 2.2
may, in addition to such remedies as may be available by law, in equity or hereunder, require such stockholder to purchase from
such Investor the type and number of shares of Capital Stock that such Investor would have been entitled to sell to the Prospective
Transferee had the Prohibited Transfer been effected in compliance with the terms of Section 2.2. The sale will be made
on the same terms, including, without limitation, as provided in Section 2.2(d)(i) and the first sentence of Section
2.2(d)(ii), as applicable, and subject to the same conditions as would have applied had the stockholder not made the Prohibited
Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90)
days after the Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Section 2.2. Such stockholder
shall also reimburse each Investor for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable
legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Investor’s rights under Section
2.2.


 


		3.	Exempt Transfers.



 


3.1 Exempted
Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 2.1 and 2.2
shall not apply (a) in the case of a stockholder of the Company that is an entity, upon a transfer by such stockholder to its
Affiliates or its stockholders, members, partners or other equity holders, (b) to a repurchase of Transfer Stock from a
stockholder of the Company by the Company at a price no greater than that originally paid by such stockholder for such
Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the
Board of Directors, (c) to a pledge of Transfer Stock that creates a mere security interest in the pledged Transfer Stock, provided
that the pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions of this
Agreement to the same extent as if it were the stockholder making such pledge, or (d) in the case of a stockholder of the
Company that is a natural person, upon a transfer of Transfer Stock by such stockholder made for bona fide estate planning
purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or
adopted), or any other direct lineal descendant of such stockholder (or his or her spouse) (all of the foregoing collectively
referred to as “family members”), or any other relative approved by unanimous consent of the Board of Directors
of the Company, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the
ownership interests of which are owned wholly by such stockholder or any such family members; provided that in the
case of clause(s) (a), (c), or (d), the stockholder shall deliver prior written notice to the Investors of such pledge, gift
or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in
this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this
Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement (but only
with respect to the securities so transferred to the transferee), including the obligations with respect to
Proposed Transfers of such Transfer Stock pursuant to Section 2; and provided further in the case of any
transfer pursuant to clause (a) or (d) above, that such transfer is made pursuant to a transaction in which there is no
consideration actually paid for such transfer.


 






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3.2 Exempted Offerings.
Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale
of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act
of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in the
Company’s Restated Certificate).


 


3.3 Prohibited Transferees.
Notwithstanding the foregoing, no stockholder of the Company shall transfer any Transfer Stock to (a) any entity which, in the
determination of the Company’s Board of Directors, directly or indirectly competes with the Company; or (b) any customer,
distributor or supplier of the Company, if the Company’s Board of Directors should determine that such transfer would result
in such customer, distributor or supplier receiving information that would place the Company at a competitive disadvantage with
respect to such customer, distributor or supplier.


 


4.           Legend.
Each certificate, instrument, or book entry representing shares of Transfer Stock held by a stockholder of the Company or issued
to any permitted transferee in connection with a transfer permitted by Section 3.1 hereof shall be notated with the following legend:


 


THE SALE, PLEDGE, HYPOTHECATION,
OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS SUBJECT TO, AND IN CERTAIN CASES PROHIBITED BY, THE TERMS AND CONDITIONS OF
A CERTAIN RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (AS MAY BE AMENDED, RESTATED, SUPPLEMENTED, OR OTHERWISE MODIFIED FROM TIME
TO TIME) BY AND AMONG THE STOCKHOLDER, THE CORPORATION AND CERTAIN OTHER HOLDERS OF STOCK OF THE CORPORATION. COPIES OF SUCH AGREEMENT
MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.


 


Each stockholder of the Company agrees that
the Company may instruct its transfer agent to impose transfer restrictions on the shares notated with the legend referred to
in this Section 4 above to enforce the provisions of this Agreement, and the Company agrees to promptly do so. The legend
shall be removed upon termination of this Agreement at the request of the holder.


 






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		5.	Lock-Up.



 


5.1 Agreement to Lock-Up.
Each stockholder of the Company 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 Company’s initial public offering (the “IPO”)
and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (l80)
days), 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),
(a) 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 Capital
Stock held immediately prior to the effectiveness of the registration statement for the IPO; or (b) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Capital Stock,
whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock or other securities,
in cash or otherwise. The foregoing provisions of this Section 5 shall not apply to the sale of any shares to an underwriter
pursuant to an underwriting agreement, and shall only be applicable to the stockholders of the Company if all officers, directors
and holders of more than one percent (1%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock
of all outstanding Series A Preferred Stock) enter into similar agreements. The underwriters in connection with the IPO are intended
third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof
as though they were a party hereto. Each stockholder further agrees to execute such agreements as may be reasonably requested by
the underwriters in the IPO that are consistent with this Section 5 or that are necessary to give further effect thereto.


 


5.2 Stop Transfer Instructions.
In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the shares of Capital
Stock of each stockholder of the Company (and transferees and assignees thereof) until the end of such restricted period.


 


		6.	Miscellaneous.



 


6.1 Term. This Agreement
shall automatically terminate upon the earlier of (a) immediately prior to the consummation of the Company’s IPO; and
(b) the consummation of a Deemed Liquidation Event (as defined in the Restated Certificate).


 


6.2 Stock Split. All
references to numbers of shares in this Agreement shall be appropriately adjusted to reflect any stock dividend, split, combination
or other recapitalization affecting the Capital Stock occurring after the date of this Agreement.


 


6.3 Ownership.
Each Key Holder represents and warrants that such Key Holder is the sole legal and beneficial owner of the shares of Transfer
Stock subject to this Agreement and that no other person or entity has any interest in such shares (other than a community
property interest as to which the holder thereof has acknowledged and agreed in writing to the restrictions and obligations
hereunder).


 






    10


     


    

 


6.4 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.


 


6.5 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 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 hereof, as the case may be, 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, it shall be sent to 211 N. Ervay
Street, 14th Floor, Dallas, TX 75201, Attn: Arunkumar Asaithambi, with a copy (which shall not constitute notice) shall also
be sent to McGuireWoods LLP, Attn: David McLean, Esq., 2000 McKinney Avenue, Suite 1400, Dallas, TX 75201.


 






    11


     


    

 


6.6 Entire Agreement. This Agreement (including, the Exhibits and Schedules hereto) constitutes 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 are expressly canceled.


 


6.7
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 non-breaching
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 theretofore 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.


 


6.8 Amendment; Waiver
and Termination. This Agreement may be amended, modified or terminated (other than pursuant to Section 6.1 above) 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 of Transfer
Stock then held by all of 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 then outstanding shares of Series A Preferred Stock held by the Investors (voting as a single
class and on an as-converted basis). Any amendment, modification, termination or waiver so effected shall be binding upon the
Company, the Investors, the Key Holders and all of their respective successors and permitted assigns whether or not such party,
assignee or other stockholder entered into or approved such amendment, modification, termination or waiver. Notwithstanding the
foregoing, (i) this Agreement may not be amended, modified or terminated and the observance of any term hereunder 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, modification,
termination or waiver applies to all Investors and Key Holders, respectively, in the same fashion, and (ii) the consent of the
Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination
or waiver does not apply to the Key Holders, and (iii) Schedule A hereto may be amended by the Company from time to time in accordance
with the Purchase Agreement to add information regarding Additional Purchasers (as defined in the Purchase Agreement) without
the consent of the other parties hereto. The Company shall give prompt written notice of any amendment, modification or termination
hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or
waiver. 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.


 






    12


     


    

 


6.9 Assignment
of Rights.


 


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


 


(b) Any
successor or permitted assignee of any stockholder of the Company, including any Prospective Transferee who purchases shares of
Transfer Stock in accordance with the terms hereof, shall deliver to the Company and the Investors, as a condition to any transfer
or assignment, a counterpart signature page hereto pursuant to which such successor or permitted assignee shall confirm their agreement
to be subject to and bound by all of the provisions set forth in this Agreement that were applicable to the predecessor or assignor
of such successor or permitted assignee.


 


(c) The
rights of the Investors hereunder are not assignable without the Company’s written consent (which shall not be unreasonably
withheld, delayed or conditioned), except (i) by an Investor to any Affiliate, or (ii) to an assignee or transferee who acquires
at least 93,000 shares of Capital Stock (as adjusted for any stock combination, stock split, stock dividend, recapitalization or
other similar transaction), it being acknowledged and agreed that any such assignment, including an assignment contemplated by
the preceding clauses (i) or (ii) shall be subject to and conditioned upon any such assignee’s delivery to the Company and
the other Investors of a counterpart signature page hereto pursuant to which such assignee shall confirm their agreement to be
subject to and bound by all of the provisions set forth in this Agreement that were applicable to the assignor of such assignee.


 


(d) Except
in connection with an assignment by the Company by operation of law to the acquirer of the Company, the rights and obligations
of the Company hereunder may not be assigned under any circumstances.


 


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


 


6.11 Additional Investors.
Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Series
A Preferred Stock after the date hereof, 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.


 


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


 






    13


     


    

 


6.13 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.


 


6.14
Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic
mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or
other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid
and effective for all purposes.


 


6.15 Specific Performance.
In addition to any and all other remedies that may be available at law in the event of any breach of this Agreement, each Investor
shall be entitled to specific performance of the agreements and obligations of the Company and the stockholders of the Company
hereunder and to such other injunction or other equitable relief as may be granted by a court of competent jurisdiction.


 


6.16 Additional Key Holders.
In the event that after the date of this Agreement, the Company issues shares of Common Stock, or options to purchase Common Stock,
to any employee or consultant, which shares or options would collectively constitute with respect to such employee or consultant
(taking into account all shares of Common Stock, options and other purchase rights held by such employee or consultant) one percent
(1%) or more of the Company’s then outstanding Common Stock (treating for this purpose all shares of Common Stock issuable
upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised or converted), the Company
shall, as a condition to such issuance, cause such employee or consultant to execute a counterpart signature page hereto as a Key
Holder, and such person shall thereby be bound by, and subject to, all the terms and provisions of this Agreement applicable to
a Key Holder.


 


6.17 Consent
of Spouse. If any Key Holder is married on the date of this Agreement, such Key Holder’s spouse shall execute and
deliver to the Company a Consent of Spouse in the form of Exhibit A 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 Key Holder’s shares of Transfer Stock that do not
otherwise exist by operation of law or the agreement of the parties. If any Key Holder should marry or remarry subsequent to
the date of this Agreement, such Key Holder 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.


 


[Remainder of Page Intentionally Left Blank]


 






    14


     


    

 


IN WITNESS WHEREOF, the parties have executed
this Amended and Restated Right of First Refusal and Co-Sale Agreement as of the date first written above.


 


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





 


[Signature
Page to Amended and Restated ROFR and Co-Sale
Agreement]


 






     


     


    




 


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





 


[Signature
Page to Amended and Restated ROFR and Co-Sale
Agreement]


 






     


     


    




 





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

	 	 	 
	 	Name:  	Hubert
    Zajicek
	 	 
	 	Title:	CEO







 


[Signature
Page to Amended and Restated ROFR and Co-Sale Agreement]


 






     


     


    

 


	 	Arunkumar Asaithambi
	 	 
	 	/s/ Arunkumar Asaithambi










  


[Signature
Page to Amended and Restated ROFR and Co-Sale Agreement]


 






     


     


    







  


	 	Jeff Thomas
	 	 
	 	/s/ Jeff
    Thomas


 


[Signature
Page to Amended and Restated ROFR and Co-Sale Agreement]


 



     


     


    

 


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

	 	 	 
	 	Name:	 
	 	 
	 	Title:	 





 


[Signature
Page to Amended and Restated ROFR and Co-Sale
Agreement]


 






     


     


    

 


	 	Peter Gottlieb
	 	 
	 	/s/ Peter Gottlieb


 


[Signature
Page to Amended and Restated ROFR and Co-Sale
Agreement]


 



     


     


    

 





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

	 	 	 
	 	Name:	 
	 	 
	 	Title:	 


 


[Signature
Page to Amended and Restated ROFR and Co-Sale
Agreement]


 






     


     


    

 





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

	 	 	 
	 	Name:	 
	 	 
	 	Title:	 





 


[Signature
Page to Amended and Restated ROFR and Co-Sale
Agreement]


 






     


     


    




 


	 	Beefeater Assets LTD
	 	 
	 	By:	/s/ Eric
Reinhart


	 	 	 
	 	Name:	 
	 	 
	 	Title:	 





 


[Signature
Page to Amended and Restated ROFR and Co-Sale
Agreement]


 






     


     


    

 





	 	Vandna Chavda
	 	 
	 	/s/ Vandna Chavda





 


[Signature
Page to Amended and Restated ROFR and Co-Sale
Agreement]


 






     


     


    

  


	 	Michael J. McNally
	 	 
	 	/s/ Michael J. McNally





 


[Signature
Page to Amended and Restated ROFR and Co-Sale
Agreement]








 






     


     


    

  


	 	Chad Hebel
	 	 
	 	/s/ Chad Hebel





 


[Signature
Page to Amended and Restated ROFR and Co-Sale
Agreement]








 






     


     


    




 


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





 


[Signature
Page to Amended and Restated ROFR and Co-Sale
Agreement]








 






     


     


    

  





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





 


[Signature
Page to Amended and Restated ROFR and Co-Sale
Agreement]


 






     


     


    




  





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





 


[Signature
Page to Amended and Restated ROFR and Co-Sale
Agreement]


 






     


     


    








 


	 	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


 


[Signature
Page to Amended and Restated ROFR and Co-Sale
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	 	289,429.10
	 	 	Fort
    Worth, Texas 76107	 	 
	 	 	Phone:
    817-381-5370	 	 
	Bios
    Fund I QP, LP	 	1401
    Foch Street, Suite 140	 	169,286.5
	 	 	Fort
    Worth, Texas 76107	 	 
	 	 	Phone:
    817-381-5370	 	 





 



     


     


    




 


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


 


CONSENT OF SPOUSE


 


I, _____________________, spouse of
_________________, acknowledge that I have read the Amended and Restated Right of First Refusal and Co-Sale Agreement, dated
as of [_____ __, 20__], to which this Consent is attached as Exhibit A (the “Agreement”), and that
I know the contents of the Agreement. I am aware that the Agreement contains provisions regarding certain rights to certain
other holders of Capital Stock of the Company upon a Proposed Transfer of shares of Transfer Stock of the Company which my
spouse may own including any interest I might have therein.


 


I hereby agree that my
interest, if any, in any shares of Transfer 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 Transfer 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