Exhibit 10.2

      

     
      

      

      
        EXECUTION VERSION

      

      

      REGISTRATION RIGHTS AGREEMENT

      

      

      This Registration Rights Agreement (this “Agreement”) is made and entered into as of
        December 2, 2022, between Eterna Therapeutics Inc., a Delaware corporation (the “Company”), and each of the purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

      

      

      This Agreement is made pursuant to the Securities Purchase Agreement, dated as of November 23, 2022, between the Company and each Purchaser (the “Purchase Agreement”).

      

      

      The Company and each Purchaser hereby agrees as follows:

      

      

      1.           Definitions.

      

      

      Capitalized terms used and not otherwise defined herein that are
          defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

      

      

      “Advice” shall have the meaning set forth in Section 6(b).

      

      

      “Effectiveness Date” means, with respect to the Initial Registration
        Statement required to be filed hereunder, the 30th calendar day following the Filing Date (or, in the event of a “full review” by the Commission, the 60th calendar day following the Filing Date) and with respect to any additional Registration
        Statements which may be required pursuant to Section 2(c) or Section 3(c), the 30th calendar day following the date on which an additional Registration Statement is required to be filed hereunder (or, in the event of a “full review” by the
        Commission, the 60th calendar day following the date such additional Registration Statement is required to be filed hereunder); provided, however,
        that in the event the Company is notified by the Commission that one or more of the above Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement
        shall be the fifth Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above, provided, further, if such Effectiveness Date falls on a day that is not a Trading Day, then the
        Effectiveness Date shall be the next succeeding Trading Day.

      

      

      “Effectiveness Period” shall have the meaning set forth in Section
        2(a).

      

      

      “Filing Date” means, (i) with respect to the Initial Registration
        Statement required hereunder, on or prior to the 30th day following the date on which the Company becomes eligible to use Form S-3 for the Initial Registration
        Statement, and (ii) with respect to any additional Registration Statements which may be required pursuant to Section 2(c) or Section 3(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional
        Registration Statement related to the Registrable Securities.

      

      

      
        
          


      

      
      “Holder” or “Holders”
        means the holder or holders, as the case may be, from time to time of Registrable Securities.

      

      

      “Indemnified Party” shall have the meaning set forth in Section 5(c).

      

      

      “Indemnifying Party” shall have the meaning set forth in Section
        5(c).

      

      

      “Initial Registration Statement” means the initial Registration
        Statement filed pursuant to this Agreement.

      

      

      “Losses” shall have the meaning set forth in Section 5(a).

      

      

      “Plan of Distribution” shall have the meaning set forth in Section
        2(a).

      

      

      “Prospectus” means the prospectus included in a Registration
        Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission pursuant to the
        Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the
        Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

      

      

      “Registrable Securities” means, as of any date of determination, (a)
        all Shares, (b) all Warrant Shares then issued and issuable upon exercise of the Warrants (assuming on such date the Warrants are exercised in full without regard to any exercise limitations therein), and (c) any securities issued or then issuable
        upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however,
        that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a
        Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective
        Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule 144, or (c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information
        pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and  the affected Holders (assuming that such securities and any securities issuable upon exercise, conversion
        or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company), as reasonably determined by the Company, upon the advice of counsel to the Company.

      

      

      
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      “Registration Statement” means any registration statement required to
        be filed hereunder pursuant to Section 2(a) and any additional registration statements contemplated by Section 2(c) or Section 3(c) (in each case with respect to the Registrable Securities), including (in each case) the Prospectus, amendments and
        supplements to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in any such registration
        statement.

       

      “Rule 415” means Rule 415 promulgated by the Commission pursuant to
        the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

      

      

      “Rule 424” means Rule 424 promulgated by the Commission pursuant to
        the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

      

      

      “Selling Stockholder Questionnaire” shall have the meaning set forth
        in Section 3(a).

      

      

      “SEC Guidance” means (i) any publicly-available written or oral
        guidance of the Commission staff, or any comments, requirements or requests of the Commission staff and (ii) the Securities Act.

      

      

      2.          Shelf Registration.

      

      

      (a)          On or prior to
            each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be
            made on a continuous basis pursuant to Rule 415.  Each Registration Statement filed hereunder shall be on Form S-3 and shall contain (unless otherwise directed by at least 85% in interest of the Holders) the “Plan of Distribution” substantially in the form attached hereto as Annex A and the “Selling Stockholder”
            section substantially in the form attached hereto as Annex B; provided, however,
            that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent.  Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause a Registration Statement
            filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date,
            and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder
            or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as
            determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders  (the “Effectiveness Period”). 



            The Company shall notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date
            requested for effectiveness of such Registration Statement.  The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as
            required by Rule 424.

      

      

      
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      (b)          Notwithstanding
            the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a
            single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the
            maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3, subject to the provisions of Section 2(d); provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance
            with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09.

      

      

      (c)         Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of
              Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a
              greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced, subject to
              any written contractual registration rights of other stockholders of the Company as of the date hereof, as follows:

      

      

      	

            	a.	
              First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities;

            


      

      

      	

            	b.	
              Second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro
                rata basis based on the total number of unregistered Warrant Shares held by such Holders); and

            


      

      

      
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            	c.	
              Third, the Company shall reduce Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based
                on the total number of unregistered Shares held by such Holders).

            


      

      

      In the event of a cutback hereunder, the Company shall give each Holder at least five (5) Trading Days prior written notice
        along with the calculations as to such Holder’s allotment of Registrable Securities to be registered on such Registration Statement.  In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company
        will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 to register
        for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended.

       

        

      (d)         If Form S-3 is not
            available for the registration of the resale of Registrable Securities hereunder, then the Company shall not have any obligation to register the resale of the Registrable Securities, whether on Form S-1 or any other form; provided that the
            Company shall undertake to register the Registrable Securities on Form S-3 as soon as such form is available.

      

      

      (e)          Notwithstanding
            anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.

      

      

      3.          Registration Procedures.

      

      

      In connection with the Company’s registration obligations hereunder, the Company shall:

      

      

      
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      (a)          Not less than
            five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to the filing of any related Prospectus or any amendment or supplement thereto (excluding any Annual Report on Form 10-K,
            Quarterly Report on Form 10-Q and Current Report on Form 8-K, including any amendment thereto and any similar or successor reports) including any document that would be incorporated or deemed to be incorporated therein by reference), the
            Company shall (i) furnish to each Holder copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders, and (ii) cause
            its officers, directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the
            meaning of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good
            faith, provided that, the Company is notified of such objection in writing no later than five (5) Trading Days after the Holders have been so furnished copies of a Registration Statement or one (1) Trading Day after the Holders have been so
            furnished copies of any related Prospectus or amendments or supplements thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex



                B (a “Selling Stockholder Questionnaire”) on a date that is not less than two (2) Trading Days prior to the Filing Date or by the end of the fourth (4th) Trading Day following the date on which such Holder receives draft materials in accordance with this Section.

      

      

      (b)           (i) Prepare and
            file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the
            applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities, (ii)
            cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as
            reasonably possible to any comments received from the Commission with respect to a Registration Statement or any amendment thereto and provide as promptly as reasonably possible to the Holders true and complete copies of all correspondence from
            and to the Commission relating to a Registration Statement (provided that, the Company shall excise any information contained therein which would constitute material non-public information regarding the Company or any of its Subsidiaries), and
            (iv) comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in
            accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.

      

      

      (c)          If during the
            Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any
            case prior to the applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities.

      

      

      
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      (d)         Notify the Holders
            of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably
            possible (and in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus
            or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the
            Commission comments in writing on such Registration Statement, and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or any other federal or
            state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order
            suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the
            suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose, (v) of the occurrence of any event or
            passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated
            therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not
            contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi) of
            the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow
            continued availability of a Registration Statement or Prospectus; provided, however, that in no event shall any such
            notice contain any information which would constitute material, non-public information regarding the Company or any of its Subsidiaries.

      

      

      (e)           Use its
            reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from
            qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

       

          

      
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      (f)          Furnish to each
            Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to
            the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission, provided that any
            such item which is available on the EDGAR system (or successor thereto) need not be furnished in physical form.

      

      

      (g)         Subject to the
            terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such
            Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).

      

      

      (h)          Prior to any
            resale of Registrable Securities by a Holder, use its reasonable best efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or
            qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or
            qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each
            Registration Statement, provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not
            then so subject or file a general consent to service of process in any such jurisdiction.

      

      

      (i)           If requested by
            a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates (or evidence of book entry transfer) representing Registrable Securities to be delivered to a transferee pursuant to a Registration
            Statement, which certificates (or evidence of book entry transfer) shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and
            registered in such names as any such Holder may request.

      

      

      (j)          Upon the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances, taking into account the Company’s good faith assessment of any adverse consequences to the Company and its
            stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be
            incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus, as the case may be, will contain an untrue statement of a material fact or omit to
            state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the
              Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to
              such Prospectus have been made, then the Holders shall suspend use of such Prospectus.  The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.  The Company shall
              be entitled to exercise its right under this Section 3(j) to suspend the availability of a Registration Statement and Prospectus for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12-month period.

      

      

      
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      (k)         Otherwise use
            commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities Act and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus,
            including any supplement or amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing if, at any time during the Effectiveness Period, the Company does not satisfy the
            conditions specified in Rule 172 and, as a result thereof, the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions as may be reasonably necessary to facilitate
            the registration of the Registrable Securities hereunder.

      

      

      (l)            If then
            eligible to use Form S-3, the Company shall use its commercially reasonable efforts to maintain eligibility for use of Form S-3 (or any successor form thereto) for the registration of the resale of Registrable Securities.

      

      

      (m)         The Company may
            require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and
            dispositive control over the shares.

      

      

      4.          Registration Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to
            a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and
            independent registered public accountants) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C) in compliance
            with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the
            Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the
            Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this
            Agreement.  In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses
            of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required
            hereunder.  In no event shall the Company be responsible for any underwriting discounts or broker or similar commissions or fees of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of
            the Holders.

      

      

      
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      5.           Indemnification.

      

      

      (a)          Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, members, partners,
            agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock) investment advisors and employees (and any other Persons with a
            functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section
            20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any
            other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable and documented attorneys’ fees)
            and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement,
            any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary
            to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the
            Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or
            omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of
            distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the
            Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(iv), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after
            the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(b).  The Company shall
            notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force
            and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 6(e).

      

      

      
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      (b)          Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls
            the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and
            against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or
            in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto,
            in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company
            expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the
            proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this
            purpose), such Prospectus or in any amendment or supplement thereto.  In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with
            any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in
            the Registration Statement giving rise to such indemnification obligation.

      

      

      (c)          Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified



                Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall
            have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof, provided that the failure
            of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent
            jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.

       

          

      
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      An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense
        thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless:  (1) the Indemnifying Party has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed
        promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding (including any impleaded parties) include both such
        Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying
        Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense
        thereof and the reasonable and documented fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party).  The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected
        without its written consent, which consent shall not be unreasonably withheld or delayed.  No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which
        any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

      

      

      Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and
        expenses, to the extent incurred, in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section 5) shall be paid to the Indemnified Party, as incurred, within ten (10) Trading Days of written
        notice thereof to the Indemnifying Party, provided that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is finally
        determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) not to be entitled to indemnification hereunder.

      

      

      
        12

        
          


      

      (d)          Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each
            Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions,
            statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether
            any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or
            Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission.  The amount paid or payable by a party as a result of any Losses shall be deemed to
            include, subject to the limitations set forth in this Agreement, any reasonable and documented attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified
            for such fees or expenses if the indemnification provided for in this Section 5 was available to such party in accordance with its terms.

      

      

      The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by
        pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph.  In no event shall the contribution obligation of a Holder of Registrable
        Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by
        reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.

      

      

      The indemnity and contribution agreements contained in this Section 5 are in addition to any liability that the Indemnifying
        Parties may have to the Indemnified Parties.

      

      

      6.           Miscellaneous.

      

      

      (a)          Remedies.  In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise
            all rights granted by law and under this Agreement, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement.  Each of the Company and each Holder agrees that monetary damages would not provide
            adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall not
            assert or shall waive the defense that a remedy at law would be adequate.

      

      

      
        13

        
          


      

      (b)        Discontinued Disposition.  By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(d)(iii)
            through (vi), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the
            Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed.  The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is
            practicable.

      

      

      (c)         Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not
            be given, unless the same shall be in writing and signed by the Company and the Holders of 50.1% or more of the then outstanding Registrable Securities (for purposes of clarification, this includes any Registrable Securities issuable upon
            exercise or conversion of any Security), provided that, if any amendment, modification or waiver disproportionately and adversely impacts a Holder (or group of Holders), the consent of such disproportionately impacted Holder (or group of
            Holders) shall be required.  If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities to be
            registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a
            waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may be given only by
            such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however,
            that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the first  sentence of this Section 6(c). No consideration shall be offered or paid to any Person to amend or consent
            to a waiver or modification of any provision of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.

      

      

      (d)         Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement.

      

      

      (e)         Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not
            assign (except by merger) its rights or obligations hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities.  Each Holder may assign their respective rights hereunder in the manner and to
            the Persons as permitted under Section 5.7 of the Purchase Agreement, provided, for the avoidance of doubt, no assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate Company
            unless and until the Company shall have received (i) written notice of such assignment as provided in this Section 6(e) and (ii) the written agreement of the assignee, in the form attached hereto as Exhibit A, to be bound by the terms and provisions of this Agreement. Any transfer or assignment made other than as provided in this Section 6(e) shall be null and void.

      

      

      
        14

        
          


      

      (f)          No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise
            conflicts with the provisions hereof.

      

      

      (g)         Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have
            been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf”
            format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original
            thereof.

      

      

      (h)          Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Purchase Agreement.

      

      

      (i)           Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

      

      

      (j)          Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
            covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative
            means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the
            remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

      

      

      (k)         Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or affect any of the provisions hereof.

      

      

      
        15

        
          


      

      (l)          Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way
            for the performance of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to
            constitute the Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations or
            the transactions contemplated by this Agreement or any other matters, and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or
            transactions. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any
            proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company contained was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience of
            the Company and not because it was required or requested to do so by any Holder.  It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company and
            the Holders collectively and not between and among Holders.

      

      

      ********************

       

      

      (Signature Pages Follow)

      

      

      
        16

        
          


        
          
            EXECUTION VERSION

          

        

      

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

      

      

      	

            	
              ETERNA THERAPEUTICS INC.

            
	

            	

            	

            
	

            	
              By:

            	
              /s/ Andrew Jackson

            
	

            	

            	
              Name: Andrew Jackson

            
	

            	

            	
              Title: Chief Financial Officer

            


      

      

      [SIGNATURE PAGE OF HOLDERS FOLLOWS]

      

      

      
        
          


        
          
            EXECUTION VERSION

          

        

      

      [SIGNATURE PAGE OF HOLDERS TO RRA]

      

      

      	
              Name of Holder:

            	
              Charles Cherington

            	 
	 	 	 


      	
              Signature of Authorized Signatory of Holder:

            	
              /s/ Charles Cherington

            	 
	 	 	 


      	
              Name of Authorized Signatory:

            	
              Charles Cherington

            	 
	 	 	 


      	
              Title of Authorized Signatory:

            	
              Investor

            	 


      

      

      [SIGNATURE PAGES CONTINUE]

      

      

      
        
          


        
          
            EXECUTION VERSION

          

        

      

      [SIGNATURE PAGE OF HOLDERS TO RRA]

      

      

      	
              Name of Holder:

            	
              Purchase Capital LLC

            	 
	 	 	 


      	
              Signature of Authorized Signatory of Holder:

            	
              /s/ Nicholas Singer

            	 
	 	 	 


      	
              Name of Authorized Signatory:

            	
              Nicholas Singer

            	 


      	 	 	 
	
              Title of Authorized Signatory:

            	
              Managing Member

            	 


      

      

      [SIGNATURE PAGES CONTINUE]

      

      

      
        
          


        
          
            EXECUTION VERSION

          

        

      

      [SIGNATURE PAGE OF HOLDERS TO RRA]

      

      

      	
              Name of Holder:

            	
              Pacific Premier Trust, Custodian, FBO Nicholas Singer

            	 
	 	 	 


      	
              Signature of Authorized Signatory of Holder:

            	
              /s/ Nicholas Singer

            	 


      	 	 	 
	
              Name of Authorized Signatory:

            	
              Nicholas Singer

            	 


      	 	 	 
	
              Title of Authorized Signatory:

            	
              Authorized Signer

            	 


      

      

      [SIGNATURE PAGES CONTINUE]

      

      

      
        
          


        
          
            EXECUTION VERSION

          

        

      

      [SIGNATURE PAGE OF HOLDERS TO RRA]

      

      

      	
              Name of Holder:

            	
              Denny Family Partners II

            	 


      	 	 	 
	
              Signature of Authorized Signatory of Holder:

            	
              /s/ George P. Denny III

            	 


      	 	 	 
	
              Name of Authorized Signatory:

            	
              George P. Denny III

            	 


      	 	 	 
	
              Title of Authorized Signatory:

            	
              Managing Partner

            	 


      

      

      [SIGNATURE PAGES CONTINUE]

      

      

      
        
          


        
          
            EXECUTION VERSION

          

        

      

      [SIGNATURE PAGE OF HOLDERS TO RRA]

      

      

      	
              Name of Holder:

            	
              George Denny Trust 2021

            	 
	 	 	 


      	
              Signature of Authorized Signatory of Holder:

            	
              /s/ George P. Denny III

            	 
	 	 	 


      	
              Name of Authorized Signatory:

            	
              George P. Denny III

            	 
	 	 	 


      	
              Title of Authorized Signatory:

            	
              Trustee

            	 


      

      

      [SIGNATURE PAGES CONTINUE]

      

      

      
        
          


        
          
            EXECUTION VERSION

          

        

      

      [SIGNATURE PAGE OF HOLDERS TO RRA]

      

      

      	
              Name of Holder:

            	
              John D. Halpern Revocable Trust

            	 
	 	 	 


      	
              Signature of Authorized Signatory of Holder:

            	
              /s/ John D. Halpern

            	 
	 	 	 


      	
              Name of Authorized Signatory:

            	
              John D. Halpern

            	 
	 	 	 


      	
              Title of Authorized Signatory:

            	
              Trustee

            	 


      

      

      [SIGNATURE PAGES CONTINUE]

      
        
          


        
          
            EXECUTION VERSION

          

        

      

      [SIGNATURE PAGE OF HOLDERS TO RRA]

      

      

      	
              Name of Holder:

            	
              Beagle Limited

            	 
	 	 	 


      	
              Signature of Authorized Signatory of Holder:

            	
              /s/ James Mahon

            	 
	 	 	 


      	
              Name of Authorized Signatory:

            	
              James Mahon

            	 
	 	 	 


      	
              Title of Authorized Signatory:

            	
              Secretary

            	 


      

      

      [SIGNATURE PAGES CONTINUE]

      

      

      
        
          


        
          
            EXECUTION VERSION

          

        

      

      [SIGNATURE PAGE OF HOLDERS TO RRA]

      

      

      	
              Name of Holder:

            	
              Beaumont Irrevocable Trust

            	 
	 	 	 


      	
              Signature of Authorized Signatory of Holder:

            	
              /s/ David Neithardt

            	 
	 	 	 


      	
              Name of Authorized Signatory:

            	
              David Neithardt

            	 
	 	 	 


      	
              Title of Authorized Signatory:

            	
              Trustee

            	 


      

      

      [SIGNATURE PAGES CONTINUE]

      

      

      
        
          


        
          
            EXECUTION VERSION

          

        

      

      [SIGNATURE PAGE OF HOLDERS TO RRA]

      

      

      	
              Name of Holder:

            	
              ELF Investments, LLC

            	 
	 	 	 


      	
              Signature of Authorized Signatory of Holder:

            	
              /s/ Ross M. Lienhart

            	 
	 	 	 


      	
              Name of Authorized Signatory:

            	
              Ross M. Lienhart

            	 
	

            	 	 


      	
              Title of Authorized Signatory:

            	
              Managing Member

            	 


      

      

      [SIGNATURE PAGES CONTINUE]

      

      

      
        
          


        
          
            EXECUTION VERSION

          

        

      

      [SIGNATURE PAGE OF HOLDERS TO RRA]

      

      

      	
              Name of Holder:

            	
              Freebird Partners LP

            	 
	 	 	 


      	
              Signature of Authorized Signatory of Holder:

            	
              /s/ Curtis Huff

            	 
	 	 	 


      	
              Name of Authorized Signatory:

            	
              Curtis Huff

            	 
	 	 	 


      	
              Title of Authorized Signatory:

            	
              President

            	 


      

      

      [SIGNATURE PAGES CONTINUE]

      

      

      
        
          


        
          
            EXECUTION VERSION

          

        

      

      [SIGNATURE PAGE OF HOLDERS TO RRA]

      

      

      	
              Name of Holder:

            	
              IAF, LLC

            	 
	 	 	 


      	
              Signature of Authorized Signatory of Holder:

            	
              /s/ Edward G R Bennett

            	 
	 	 	 


      	
              Name of Authorized Signatory:

            	
              Edward G R Bennett

            	 
	 	 	 


      	
              Title of Authorized Signatory:

            	
              Agent

            	 


      

      

      [SIGNATURE PAGES CONTINUE]

      

      

      
        
          


        
          
            EXECUTION VERSION

          

        

      

      [SIGNATURE PAGE OF HOLDERS TO RRA]

      

      

      	
              Name of Holder:

            	
              Shameek Konar

            	 


      

      

      	
              Signature of Authorized Signatory of Holder:

            	
              /s/ Shameek Konar

            	 


      

      

      	
              Name of Authorized Signatory:

            	
              Shameek Konar

            	 


      

      

      	
              Title of Authorized Signatory:

            	
              Investor

            	 


      

      

      [SIGNATURE PAGES CONTINUE]

      

      

      
        
          


        
          
            EXECUTION VERSION

          

        

      

      [SIGNATURE PAGE OF HOLDERS TO RRA]

      

      

      	
              Name of Holder:

            	
              Daniel Lyons

            	 


      

      

      	
              Signature of Authorized Signatory of Holder:

            	
              /s/ Daniel Lyons

            	 


      

      

      	
              Name of Authorized Signatory:

            	
              Daniel Lyons

            	 


      

      

      	
              Title of Authorized Signatory:

            	
              Self

            	 


      

      

      [SIGNATURE PAGES CONTINUE]

      

      

      
        
          


        
          
            EXECUTION VERSION

          

        

      

      [SIGNATURE PAGE OF HOLDERS TO RRA]

      

      

      	
              Name of Holder:

            	
              Stephen Older

            	 


      

      

      	
              Signature of Authorized Signatory of Holder:

            	
              /s/ Stephen Older

            	 


      

      

      	
              Name of Authorized Signatory:

            	
              Stephen Older

            	 


      

      

      	
              Title of Authorized Signatory:

            	
              Individual

            	 


      

      

      [SIGNATURE PAGES CONTINUE]

      

      

      
        
          


        
          
            EXECUTION VERSION

          

        

      

      [SIGNATURE PAGE OF HOLDERS TO RRA]

      

      

      	
              Name of Holder:

            	
              Ashley S. Pettus 2012 Irrevocable Trust dated November 30, 2012

            	 


      

      

      	
              Signature of Authorized Signatory of Holder:

            	
              /s/ Stephen W. Cherington

            	 


      

      

      	
              Name of Authorized Signatory:

            	
              Stephen W. Cherington

            	 


      

      

      	
              Title of Authorized Signatory:

            	
              Trustee

            	 


      

      

      [SIGNATURE PAGES CONTINUE]

      

      

      
        
          


        
          
            EXECUTION VERSION

          

        

      

      [SIGNATURE PAGE OF HOLDERS TO RRA]

      

      

      	
              Name of Holder:

            	
              T & Z Commercial Property, LLC

            	 


      

      

      	
              Signature of Authorized Signatory of Holder:

            	
              /s/ Kenneth E. Warren

            	 


      

      

      	
              Name of Authorized Signatory:

            	
              Kenneth E. Warren

            	 


      

      

      	
              Title of Authorized Signatory:

            	
              Managing Member

            	 


      

      

      [SIGNATURE PAGES CONTINUE]

      

      

      
        
          


        
          
            EXECUTION VERSION

          

        

      

      [SIGNATURE PAGE OF HOLDERS TO RRA]

      

      

      	
              Name of Holder:

            	
              Yiannis Monovoukas Family 2013 Irrevocable Trust fbo Aresti

            	 


      

      

      	
              Signature of Authorized Signatory of Holder:

            	
              /s/ Michael F. O’Connell

            	 


      

      

      	
              Name of Authorized Signatory:

            	
              Michael F. O’Connell

            	 


      

      

      	
              Title of Authorized Signatory:

            	
              Trustee

            	 


      

      

      [SIGNATURE PAGES CONTINUE]

      

      

      
        
          


        
          
            EXECUTION VERSION

          

        

      

      [SIGNATURE PAGE OF HOLDERS TO RRA]

      

      

      	
              Name of Holder:

            	
              Yiannis Monovoukas Family 2013 Irrevocable Trust fbo Christian

            	 


      

      

      	
              Signature of Authorized Signatory of Holder:

            	
              /s/ Michael F. O’Connell

            	 


      

      

      	
              Name of Authorized Signatory:

            	
              Michael F. O’Connell

            	 


      

      

      	
              Title of Authorized Signatory:

            	
              Trustee

            	 


      

      

      [SIGNATURE PAGES CONTINUE]

      

      

      
        
          


        
          
            EXECUTION VERSION

          

        

      

      [SIGNATURE PAGE OF HOLDERS TO RRA]

      

      

      	
              Name of Holder:

            	
              Yiannis Monovoukas Family 2013 Irrevocable Trust fbo Alexi

            	 


      

      

      	
              Signature of Authorized Signatory of Holder:

            	
              /s/ Michael F. O’Connell

            	 


      

      

      	
              Name of Authorized Signatory:

            	
              Michael F. O’Connell

            	 


      

      

      	
              Title of Authorized Signatory:

            	
              Trustee

            	 


      

      

      [SIGNATURE PAGES CONTINUE]

      

      

      
        
          


        
          
            EXECUTION VERSION

          

        

      

      [SIGNATURE PAGE OF HOLDERS TO RRA]

      

      

      	
              Name of Holder:

            	
              Samuel Bradford

            	 


      

      

      	
              Signature of Authorized Signatory of Holder:

            	
              /s/ Samuel Bradford

            	 


      

      

      	
              Name of Authorized Signatory:

            	
              Samuel Bradford

            	 


      

      

      	
              Title of Authorized Signatory:

            	
              Purchaser