Exhibit
10.2




 


EXECUTION COPY


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of December 12, 2022, is entered into by and between MARKER THERAPEUTICS, INC.,
a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company
(together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date
hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).


 


WHEREAS:


 


A.            Upon
the terms and subject to the conditions of the Purchase Agreement, (i) the Company has agreed to issue to the Investor, and the
Investor has agreed to purchase, up to Twenty Five Million Dollars ($25,000,000) of the Company's common stock, par value $0.001
per share (the “Common Stock”), pursuant to the Purchase Agreement (such shares, the “Purchase Shares”),
and (ii) the Company has agreed to issue to the Investor such number of shares of Common Stock as is required pursuant to the Purchase
Agreement (the “Commitment Shares”); and


 


B.            To
induce the Investor to enter into the Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities
Act”), and applicable state securities laws.


 


NOW, THEREFORE, in
consideration of the promises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Investor hereby agree as follows:


 


		1.	DEFINITIONS.



 


For purposes of this Agreement,
the following terms shall have the following meanings:


 


(a)            “Register,”
 “Registered,” and “Registration” refer to a registration effected by preparing and filing one or
more registration statements of the Company in compliance with the Securities Act and pursuant to Rule 415 under the Securities
Act or any successor rule providing for offering securities on a continuous basis (“Rule 415”), and the declaration
or ordering of effectiveness of such registration statement(s) by the U.S. Securities and Exchange Commission (the “SEC”).


 


(b)            “Registrable
Securities” means the Purchase Shares that may from time to time be issued or issuable to the Investor upon purchases of the
Available Amount (as defined in the Purchase Agreement) under the Purchase Agreement (without regard to any limitation or restriction
on purchases), the Commitment Shares issued or issuable to the Investor, and any Common Stock issued or issuable with respect to the
Purchase Shares, the Commitment Shares or the Purchase Agreement as a result of any stock split, stock dividend, recapitalization, exchange
or similar event, without regard to any limitation on purchases under the Purchase Agreement.


 






     


     


    

 


(c)            “Registration
Statement” means one or more registration statements of the Company covering only the resale of the Registrable Securities,
including for the avoidance of doubt, any New Registration Statement (as defined below).


 


		2.	REGISTRATION.



 


(a)            Mandatory
Registration. The Company shall as soon as reasonably practicable, an in any event within twenty (20) Business Days of the date
of this Agreement file with the SEC, an initial Registration Statement on Form S-1 covering the maximum number of Registrable Securities
as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit
the resale of such Registrable Securities by the Investor under Rule 415 under the Securities Act at then prevailing market prices
(and not fixed prices), as mutually determined by both the Company and the Investor in consultation with their respective legal counsel,
subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Charter and
the Exchange Cap (each as defined in the Purchase Agreement), provided, however, that the Company may delay filing or suspend the use
of any Registration Statement if the Company determines, upon advice of legal counsel, that in order for the registration statement to
not contain a material misstatement or omission, an amendment thereto would be needed, or if the Company’s Board of Directors,
upon advice of legal counsel, reasonably believes that such filing or use could materially affect a bona fide business or financing transaction
of the Company or would require premature disclosure of information that could materially adversely affect the Company. The initial Registration
Statement shall register only the Registrable Securities. The Investor and its counsel shall have a reasonable opportunity to review
and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any Prospectus (as defined
below) prior to its filing with the SEC, and the Company shall give due consideration to all such comments. The Investor shall furnish
all information reasonably requested by the Company for inclusion therein. The Company shall use its commercially reasonable efforts
to have the Registration Statement and any amendment declared effective by the SEC at the earliest practicable date. The Company shall
use commercially reasonable efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities
Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the earlier
of (i) the date on which the Investor shall have resold all the Registrable Securities covered thereby and no Available Amount remains
under the Purchase Agreement, (ii) all of the Registrable Securities may be sold by the Investor without Registration pursuant to
Rule 144 without limitation as to volume and manner of sale restrictions and no Available Amount remains under the Purchase Agreement,
(iii) six months after the termination of the Purchase Agreement, and (iv) one year after the date on which no Available Amount
remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any amendments
or supplements thereto and Prospectuses contained therein) shall not contain any 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 in which they
were made, not misleading.


 






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(b) Rule 424 Prospectus.
The Company shall, as required by applicable securities regulations, from time to time file with the SEC, pursuant to Rule 424 promulgated
under the Securities Act, the prospectus and prospectus supplements (any such prospectus or prospectus supplement being referred to herein
as a “Prospectus”) to be used in connection with sales of the Registrable Securities under the Registration Statement
and shall provide that the Registration Statement on Form S-1 filed hereunder shall incorporate documents by reference (including
by way of forward incorporation by reference) to the maximum extent possible. Without limiting the foregoing, so long as the Registration
Statement is on Form S-1, at any time the Company files a Quarterly Report on Form 10-Q or Current Report on Form 8-K
containing material information, the Company shall file a Prospectus to update the Registration Statement to include such material information,
and shall file a post-effective amendment to the Registration Statement at the time of the filing by the Company of any Annual Report
on Form 10-K. Except in the case of a Prospectus filed solely as required by the immediately preceding sentence, the Investor and
its counsel shall have a reasonable opportunity to review and comment upon any such Prospectus prior to its filing with the SEC, and
the Company shall give due consideration to all such comments. The Investor shall use its commercially reasonable efforts to comment
upon any such Prospectus within one (1) Business Day from the date the Investor receives the substantially final pre-filing version
of such Prospectus.


 


(b)            Sufficient
Number of Shares Registered. In the event the number of shares available under the Registration Statement at any time is insufficient
to cover the Registrable Securities, the Company shall, to the extent necessary and permissible, amend the Registration Statement or
file a new registration statement (together with any Prospectuses thereunder, a “New Registration Statement”), so
as to cover all of such Registrable Securities as soon as reasonably practicable, but in any event not later than ten (10) Business
Days after the necessity therefor arises, subject to any limits that may be imposed by the SEC pursuant to Rule 415. The Company
shall use its reasonable best efforts to have such amendment and/or New Registration Statement become effective as soon as reasonably
practicable following the filing thereof.


 


(c)            Offering.
If the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an
offering of securities that does not permit such Registration Statement to become effective and be used by the Investor under Rule 415
at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant
to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities
included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in
such initial Registration Statement (with the prior consent, which shall not be unreasonably withheld, of the Investor and its legal
counsel as to the specific Registrable Securities to be removed therefrom) until such time as the SEC shall so permit such Registration
Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph,
the Company shall file one or more New Registration Statements until such time as all Registrable Securities have been included in Registration
Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor.


 


		3.	RELATED OBLIGATIONS.



 


With respect to the Registration
Statement and whenever any Registrable Securities are to be Registered pursuant to Section 2, including on the initial Registration
Statement or on any New Registration Statement, the Company shall use its reasonable best efforts to effect the registration of the Registrable
Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following
obligations:


 


(a)            Notifications.
The Company will notify the Investor promptly of the time when any subsequent amendment to the initial Registration Statement or any
New Registration Statement, other than documents incorporated by reference, has been filed with the SEC and/or has become effective or
where a receipt has been issued therefor or any subsequent supplement to a Prospectus has been filed and of any request by the SEC for
any amendment or supplement to the Registration Statement, any New Registration Statement or any Prospectus or for additional information.


 






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(b)            Amendments.
The Company will prepare and file with the SEC such amendments or supplements to the initial Registration Statement, any New Registration
Statement and any Prospectus, as applicable, as may be necessary to keep the Registration Statement or any New Registration Statement
effective at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act in connection
with the offer, issuance and sale of the Registrable Securities.


 


(c)            Investor
Review. The Company will not file any amendment or supplement to the Registration Statement, any New Registration Statement or any
Prospectus, other than documents incorporated by reference, relating to the Investor, the Registrable Securities or the transactions
contemplated hereby unless (A) the Investor shall have been advised and afforded the opportunity to review and comment thereon at
least two (2) Business Days prior to filing with the SEC, (B) the Company shall have given due consideration to any comments
thereon received from the Investor or its counsel, and (C) the Investor has not reasonably objected thereto (provided, however,
that the failure of the Investor to make such objection shall not relieve the Company of any obligation or liability hereunder), and
the Company will furnish to the Investor at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated
by reference into the Registration Statement or any Prospectus, except for those documents available via EDGAR.


 


(d)            Form S-3.
Following the Company’s filing of the Form S-3 Registration Statement in accordance with Section 2(d), the Company
will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the SEC as
required pursuant to the rules of Form S-3.


 


(e)            Copies
Available.  The Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with the SEC,
at least one copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules, all
documents incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any Registration Statement, a copy
of the Prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of copies
as the Investor may reasonably request) and (iii) such other documents, including copies of any preliminary or final Prospectus,
as the Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by
the Investor. For the avoidance of doubt, any filing available to the Investor via the SEC’s live EDGAR system shall be deemed
 “furnished to the Investor” hereunder.


 


(f)            Qualification.
The Company shall take all such action, if any, as is reasonably necessary in order to obtain an exemption for or to qualify (i) the
issuance of the Commitment Shares and the sale of the Purchase Shares to the Investor under this Agreement and (ii) any subsequent
resale of all Commitment Shares and all Purchase Shares by the Investor, in each case, under applicable securities or “Blue Sky”
laws of the states of the United States in such states as is reasonably requested by the Investor during the Registration Period, and
shall provide evidence of any such action so taken to the Investor. During the Registration Period, the Company shall promptly notify
the Investor of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of
any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States
or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.


 






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(g)            Notification
of Stop Orders; Material Changes. The Company shall advise the Investor promptly (but in no event later than 24 hours) and shall
confirm such advice in writing, in each case: (i) of the Company’s receipt of notice of any request by the SEC or any other
federal or state governmental authority for amendment of or a supplement to the Registration Statement or any Prospectus or for any additional
information; (ii) of the Company’s receipt of notice of the issuance by the SEC or any other federal or state governmental
authority of any stop order suspending the effectiveness of the Registration Statement or prohibiting or suspending the use of any Prospectus,
or any New Registration Statement, or of the Company’s receipt of any notification of the suspension of qualification of the Registrable
Securities for offering or sale in any jurisdiction or the initiation or contemplated initiation of any proceeding for such purpose;
and (iii) of the Company becoming aware of the happening of any event, which makes any statement of a material fact made in the
Registration Statement or any Prospectus untrue or which requires the making of any additions to or changes to the statements then made
in the Registration Statement or any Prospectus in order to state a material fact required by the Securities Act to be stated therein
or necessary in order to make the statements then made therein (in the case of any Prospectus, in light of the circumstances under which
they were made) not misleading, or of the necessity to amend the Registration Statement or any Prospectus to comply with the Securities
Act or any other law. The Company shall not be required to disclose to the Investor the substance or specific reasons of any of the events
set forth in clause (i) through (iii) of the immediately preceding sentence, but rather, shall only be required to disclose
that the event has occurred. If at any time the SEC, or any other federal or state governmental authority shall issue any stop order
suspending the effectiveness of the Registration Statement or prohibiting or suspending the use of any Prospectus, the Company shall
use its reasonable best efforts to obtain the withdrawal of such order at the earliest practicable time. The Company shall furnish to
the Investor, without charge and upon request, a copy of any correspondence from the SEC or the staff of the SEC, or any other federal
or state governmental authority to the Company or its representatives relating to the Registration Statement, any New Registration Statement
or any Prospectus as the case may be. The Company shall not deliver to the Investor any Regular Purchase Notice, Accelerated Purchase
Notice or Additional Accelerated Purchase Notice, and the Investor shall not be obligated to purchase any shares of Common Stock under
the Purchase Agreement, during the continuation or pendency of any of the foregoing events. If at any time the SEC shall issue any stop
order suspending the effectiveness of the Registration Statement or prohibiting or suspending the use of any Prospectus, the Company
shall use its reasonable best efforts to obtain the withdrawal of such order at the earliest practicable time. The Company shall furnish
to the Investor, without charge and upon request, a copy of any correspondence from the SEC or the staff of the SEC to the Company or
its representatives relating to the Registration Statement or any Prospectus, as the case may be.


 


(h)            Listing
on the Principal Market. The Company shall promptly secure the listing, or conditional listing as applicable, of all of the Purchase
Shares and Commitment Shares to be issued to the Investor hereunder on the Principal Market (subject to standard listing conditions,
if any, for transactions of this nature, official notice of issuance and the Exchange Cap) and upon each other national securities exchange,
automated quotation system or trading market, if any, upon which the Common Stock are then listed, quoted or traded, and shall maintain,
so long as any Common Stock shall be so listed, such listing of all such Registrable Securities from time to time issuable hereunder.
The Company shall use its commercially reasonable best efforts to maintain the listing of the Common Stock on the Principal Market and
shall comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations
of the Principal Market. The Company shall not take any action that would reasonably be expected to result in the delisting or suspension
of the Common Stock on the Principal Market. The Company shall promptly, and in no event later than the following Business Day, provide
to the Investor copies of any notices it receives from any Person regarding the continued eligibility of the Common Stock for listing
on the Principal Market; provided, however, that the Company shall not provide the Investor copies of any such notice that the Company
reasonably believes constitutes material non-public information and that the Company would not be required to publicly disclose such
notice in any report or statement filed with the SEC under the Exchange Act (including on Form 8-K) or the Securities Act. The Company
shall pay all fees and expenses in connection with satisfying its obligations under this Section 3(h).


 






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(i)            Delivery
of Shares. The Company shall cooperate with the Investor to facilitate the timely preparation and delivery of DWAC Shares (not bearing
any restrictive legend) representing the Registrable Securities to be offered pursuant to the Registration Statement or any New Registration
Statement and enable such DWAC Shares to be in such denominations or amounts as the Investor may reasonably request and registered in
such names as the Investor may request.


 


(j)            Transfer
Agent. The Company shall at all times maintain the services of the Transfer Agent with respect to its Common Stock.


 


(k)            Approvals.
The Company shall use its reasonable best efforts to cause the Registrable Securities covered by any Registration Statement to be Registered
with or approved by such other governmental agencies or authorities in the United States as may be necessary to consummate the disposition
of such Registrable Securities.


 


(l)            Post-Effective
Amendments. If reasonably requested in writing by the Investor, the Company shall (i) as soon as practicable after receipt of
written notice from the Investor, incorporate in a prospectus supplement or post-effective amendment such information as the Investor
reasonably requests be included therein relating to the sale and distribution of Registrable Securities, including, without limitation,
information with respect to the number of Registrable Securities being sold, the purchase price being paid therefor and any other terms
of the offering of the Registrable Securities; (ii) make all required filings of such prospectus supplement or post-effective amendment
as soon as practicable upon notification of the matters to be incorporated in such prospectus supplement or post-effective amendment;
and (iii) supplement or make amendments to any Registration Statement or New Registration Statement.


 


(m)            Confirmation
of Effectiveness. Within one (2) Business Days after any Registration Statement which includes the Registrable Securities is
ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the Transfer Agent
for such Registrable Securities (with copies to the Investor) (i) confirmation that such Registration Statement has been declared
effective by the SEC in the form attached hereto as Exhibit A, or such other form acceptable to the Company’s
Transfer Agent and (ii) the Commencement Irrevocable Transfer Agent Instructions in the form agreed to prior to the date hereof.
Thereafter, if requested by the Investor in writing at any time, the Company shall require its counsel to deliver to the Investor a written
confirmation whether the Registration Statement has been declared effective under the Securities Act and if, to its knowledge, whether
a stop order suspending the effectiveness of the Registration Statement has been issued or threatened by the SEC.


 






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(n)            Further
Assurances. The Company agrees to take all other reasonable actions as necessary and reasonably requested by the Investor to expedite
and facilitate disposition by the Investor of Registrable Securities pursuant to any Registration Statement.


 


(o)            Suspension
of Sales. The Investor agrees that, upon receipt of any notice from the Company of the existence of any suspension or stop order
as set forth in Section 3(f) or 3(g), the Investor will immediately discontinue disposition of Registrable Securities
pursuant to any Registration Statement covering such Registrable Securities until the Investor's receipt of the copies of a notice regarding
the resolution or withdrawal of the suspension or stop order as contemplated by Section 3(f) or 3(g). Notwithstanding
anything to the contrary, the Company shall cause its transfer agent to promptly deliver to the Investor DWAC Shares without any restrictive
legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which
the Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening
of any event of the kind described in Section 3(f) or 3(g) and for which the Investor has not yet settled.


 


		4.	OBLIGATIONS OF THE INVESTOR.



 


(a)            Investor
Information. The Investor has furnished to the Company in Exhibit B hereto such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition thereof, including any arrangement between the Investor and any other Person
relating to the sale or distribution of the Securities, as required to effect the registration of such Registrable Securities and shall
execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Investor
in writing of any other information the Company reasonably requires from the Investor in connection with any Registration Statement hereunder.
The Investor will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B,
other than changes in its ownership of Common Stock.


 


(b)            Investor
Cooperation. The Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation
and filing of any amendments and supplements to any Registration Statement or New Registration Statement hereunder.


 


		5.	EXPENSES OF REGISTRATION.



 


All reasonable expenses of
the Company, other than sales or brokerage commissions and fees and disbursements of counsel for, and other expenses of, the Investor,
incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation,
all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company,
shall be paid by the Company.


 






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		6.	INDEMNIFICATION.



 


(a)            To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each Person,
if any, who controls the Investor, the members, the directors, officers, partners, equityholders, employees, members, managers, agents
and representatives of the Investor and each Person, if any, who controls the Investor within the meaning of the Securities Act or the
Exchange Act (each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines,
penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement (with the consent of the Company, such consent
not to be unreasonably withheld) or reasonable expenses, (collectively, “Claims”) reasonably incurred in investigating,
preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any
court or governmental, administrative or other regulatory agency or body or the SEC, whether pending or threatened, whether or not an
indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar
as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any
untrue statement or alleged untrue statement of a material fact in the initial Registration Statement, any New Registration Statement
or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities
or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”),
or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein
not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or the omission
or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under
which the statements therein were made, not misleading, (iii) any violation or alleged violation by the Company of the Securities
Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder
relating to the offer or sale of the Registrable Securities pursuant to the initial Registration Statement or any New Registration Statement
or (iv) any violation by the Company of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively,
 “Violations”). The Company shall reimburse each Indemnified Person promptly as such expenses are incurred and
are due and payable, for any reasonable out-of-pocket legal fees or other reasonable expenses incurred by them in connection with investigating
or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained
in this Section 6(a): (A) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation
which occurs in reliance upon and in conformity with information furnished in writing to the Company by the Investor or such Indemnified
Person expressly for use in connection with the preparation of the initial Registration Statement, any New Registration Statement, any
Prospectus, or any such amendment thereof or supplement thereto, if such in each case if the foregoing was timely made available by the
Company; (B) with respect to use by an Indemnified Person of any superseded Prospectus, shall not inure to the benefit of any such
Person from whom the Person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit
of any other Indemnified Person) if the untrue statement or omission of material fact contained in the superseded Prospectus was corrected
in the revised Prospectus, as then amended or supplemented, if such revised Prospectus was timely made available by the Company pursuant
to Section 3(c) or Section 3(e), and the Indemnified Person was promptly advised in writing not to use the
incorrect Prospectus prior to the use giving rise to a violation; and (C) shall not apply to amounts paid in settlement of any Claim
if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such
indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall
survive the transfer of the Registrable Securities by the Investor pursuant to Section 8.


 






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(b)            In
connection with the initial Registration Statement, any New Registration Statement or any Prospectus, the Investor agrees to indemnify,
hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of
its directors, each of its officers who signed the initial Registration Statement or signs any New Registration Statement, and each Person,
if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (collectively and together with an Indemnified
Person, an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject,
under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon
any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with
written information about the Investor set forth on Exhibit B attached hereto or updated from time to time in writing by
the Investor and furnished to the Company by the Investor expressly for inclusion in the initial Registration Statement, any New Registration
Statement or any Prospectus; and, subject to Section 6(d), the Investor will reimburse any reasonable out-of-pocket legal
or other expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided, however,
that the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained
in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior
written consent of the Investor, which consent shall not be unreasonably withheld; provided, further, however, that
the Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does
not exceed the net proceeds to the Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such
indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall
survive the transfer of the Registrable Securities by the Investor pursuant to Section 8.


 


(c)            Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action
or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall,
if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying
party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be;
provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with
the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party,
the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due
to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such
counsel in such proceeding. The Indemnified Party or Indemnified Person shall cooperate with the indemnifying party in connection with
any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information
reasonably available to the Indemnified Party or Indemnified Person which relates to such action or claim. The indemnifying party
shall keep the Indemnified Party or Indemnified Person fully apprised as to the status of the defense or any settlement negotiations
with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without
its written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No
indemnifying party shall, without the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter
into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party or Indemnified Person of a release from all liability in respect to such claim or litigation or which includes
any admission as to fault, culpability or failure to act on the part of such Indemnified Party or Indemnified Person. Following
indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified
Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The
failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not
relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except
to the extent that the indemnifying party is prejudiced in its ability to defend such action.


 






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(d)            The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of
the investigation or defense, as and when bills are received or Indemnified Damages are incurred. Any Person receiving a payment
pursuant to this Section 6 which person is later determined to not be entitled to such payment shall return such payment
to the person making it.


 


(e)            The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right (at law or in equity) of
the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying
party may be subject to pursuant to the law.


 


		7.	CONTRIBUTION.



 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however,
that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation;
and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received
by such seller from the sale of such Registrable Securities.


 


		8.	REPORTS AND DISCLOSURE UNDER THE SECURITIES ACT.



 


With a view to making
available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation
of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”),
the Company agrees, at the Company’s sole expense, to:


 


(a) make and keep
public information available, as those terms are understood and defined in Rule 144;


 


(b) file with the
SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long
as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable
provisions of Rule 144;


 






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(c) furnish to
the Investor so long as the Investor owns Registrable Securities, promptly upon written reasonable request, (i) a written statement
by the Company that it has complied with the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange
Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the
Company, and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant
to Rule 144 without registration; and


 


(d) take such additional
action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule 144,
including, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s Transfer Agent
as may be reasonably requested in writing from time to time by the Investor and otherwise fully cooperate with Investor and Investor’s
broker to effect such sale of securities pursuant to Rule 144; provided, however, the Investor and its broker shall cooperate with
the Company and its counsel and provide the necessary certificates, instructions and other documents reasonably requested by the Company
or its counsel in order to enable the Investor to sell the Registrable Securities pursuant to Rule 144.


 


The Company agrees that
damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that Investor shall, whether
or not it is pursuing any remedies at law, be entitled to seek equitable relief in the form of a preliminary or permanent injunction,
without the necessity of showing economic loss and without having to post any bond or other security, upon any breach or threatened breach
of any such terms or provisions.


 


		9.	ASSIGNMENT OF REGISTRATION RIGHTS.



 


The Company shall not assign
this Agreement or any rights or obligations hereunder without the prior written consent of the Investor; provided, however, that any
transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company remains the
surviving entity immediately after such transaction shall not be deemed an assignment. The Investor may not assign its rights under
this Agreement without the prior written consent of the Company, other than to an affiliate of the Investor controlled by Jonathan Cope
or Josh Scheinfeld, in which case the assignee must agree in writing to be bound by the terms and conditions of this Agreement.


 


		10.	AMENDMENT OF REGISTRATION RIGHTS.



 


No provision of this Agreement
may be amended or waived by the parties from and after the date that is one (1) Business Day immediately preceding the initial filing
of the Registration Statement with the SEC. Subject to the immediately preceding sentence, no provision of this Agreement may be (i) amended
other than by a written instrument signed by both parties hereto or (ii) waived other than in a written instrument signed by the
party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this Agreement or
otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.


 






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		11.	MISCELLANEOUS.



 


(a)            Notices.
Any notices, consents or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered: (i) upon receipt when delivered personally; (ii) upon receipt when sent by email
(provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one
Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive
the same. The addresses for such communications shall be:


 


Marker Therapuetics, Inc.


4551 Kennedy Commerce Dr.


Houston, Texas 77027


E-mail:            phoang@marker.com


Attention:     Peter Hoang


 


With a copy to (which shall not constitute
notice or service of process):


 


Cooley LLP


1299 Pennsylvania Avenue NW, Suite 700


Washington, DC 20004


Telephone: (202) 728-7087


Email: madison.jones@cooley.com


Attention: Madison Jones, Esq.


 


If to the Investor:


 


Lincoln Park Capital Fund, LLC


440 North Wells, Suite 410


Chicago, IL 60654


Telephone:     (312)
822-9300


E-mail:          jscheinfeld@lpcfunds.com/jcope@lpcfunds.com


Attention:      Josh
Scheinfeld/Jonathan Cope


 


With a copy to (which shall
not constitute notice or service of process):


 


Katten Muchin Rosenman LLP


525 W. Monroe St.


Chicago, IL 60661


Telephone:    (312) 902-5493


E-mail:           mark.wood@katten.com


Attention:       Mark D. Wood, Esq.


 


If to the Transfer Agent:


 


American Stock Transfer & Company, LLC


6201 15th Avenue


Brooklyn, New York 11219


Email:          WTorre@astfinancial.com


Attention:     Bill
Torre


 






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or at such other address, email address and/or
facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other
party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient
of such notice, consent or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine
or email account containing the time, date, and recipient facsimile number or email address, as applicable, or (C) provided by a
nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or email or
deposit with a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


(b)            No
Waiver No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right,
power or privilege.


 


(c)            Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether
of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the
State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of and venue in the U.S. District Court for
the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in the City
and County of New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is
not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum
or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for
such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If
any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any
provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES
NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT
OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(d)            Integration.
This Agreement, the Purchase Agreement and the other Transaction Documents constitute the entire understanding among the parties
hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein and therein. This Agreement, the Purchase Agreement and the other Transaction
Documents supersede all other prior oral or written agreements between the Investor, the Company, their affiliates and persons acting
on their behalf with respect to the subject matter hereof and thereof.


 






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(e)            No
Third Party Benefits. Subject to the requirements of Section 8, this Agreement shall inure to the benefit of and be binding
upon the permitted successors and assigns of each of the parties hereto.


 


(f)            Headings.
The headings in this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.


 


(g)            Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which 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. Signatures transmitted by Adobe
Sign, DocuSign, RightSignature, electronic mail, or other digital or electronic means will be treated as original signatures for all
purposes hereunder, each of which shall be of the same legal effect, validity, and enforceability as a manually executed signature.


 


(h)            Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents as the other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(i)            No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their
mutual intent and no rules of strict construction will be applied against any party. For the purposes of this Agreement, except
to the extent that the context otherwise requires: (i) when a reference is made in this Agreement to an Article, Section, Exhibit or
Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise
indicated; (ii) headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation
of this Agreement; (iii) whenever the words “include,” “includes” or “including” (or similar
terms) are used in this Agreement, they are deemed to be followed by the words “without limitation”; (iv) the words
 “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer
to this Agreement as a whole and not to any particular provision of this Agreement; (v) the definitions contained in this Agreement
are applicable to the singular as well as the plural forms of such terms; (vi) references to a Person are also to its permitted
successors and assigns; and (vii) the use of “or” is not intended to be exclusive unless expressly indicated otherwise.


 


(j)            No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


[Signature Page Follows]


 






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


	 	 
	 	THE COMPANY:
	 	 
	 	MARKER THERAPUETICS, INC.




 


	 	By:	/s/ Peter Hoang
	 	Name:	 Peter Hoang
	 	Title:	Chief Executive Officer




 


	 	THE INVESTOR:
	 	 
	 	LINCOLN PARK CAPITAL FUND, LLC
	 	BY: LINCOLN PARK CAPITAL, LLC
	 	BY: ROCKLEDGE CAPITAL CORPORATION




 


	 	By:	/s/ Joshua Scheinfeld
	 	Name:	Joshua Scheinfeld
	 	Title:	President




 






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Exhibit A


 


FORM OF NOTICE
OF EFFECTIVENESS


OF REGISTRATION STATEMENT


 


[Date]


 


[TRANSFER AGENT]


 





 



 





 



 


Re: [__________]


 


Ladies and Gentlemen:


 


We are counsel to Marker
Therapuetics, Inc., a Delaware corporation (the “Company”), and have represented the Company in connection with
that certain Purchase Agreement, dated as of December 12, 2022 (the “Purchase Agreement”), entered into by and
between the Company and Lincoln Park Capital Fund, LLC (the “Buyer”) pursuant to which, among other things, the Company
has agreed to issue to the Buyer shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”),
in an amount up to Twenty Five Million Dollars ($25,000,000) (the “Purchase Shares”), in accordance with the terms
of the Purchase Agreement. In connection with the transactions contemplated by the Purchase Agreement, the Company has registered
with the U.S. Securities and Exchange Commission (the “SEC”) [__________] shares of Common Stock that may be issued
and sold by the Company to the Buyer from time to time (the “Purchase Shares”), and 1,804,098 shares of
Common Stock as Commitment Shares (the “Commitment Shares”).


 


Pursuant to the Purchase
Agreement, the Company also has entered into a Registration Rights Agreement, dated as of December 12, 2022 with the Buyer (the
 “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Purchase
Shares and the Commitment Shares under the Securities Act of 1933, as amended (the “Securities Act”). In connection
with the Company’s obligations under the Purchase Agreement and the Registration Rights Agreement, on [_____________], 2022, the
Company filed a Registration Statement [(File No. ______] (the “Registration Statement”) with the SEC relating
to the resale of the Purchase Shares and the Commitment Shares by the Buyer.


 


In connection with the
foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring
the Registration Statement effective under the Securities Act at __:__ am/pm on _______ __, 2022, and we have no knowledge, based solely
on our review of the SEC’s “Stop Orders” web page (http://sec.gov/litigation/stoporders.shtml), that any stop
order suspending the Registration Statement’s effectiveness has been issued or that any proceedings for that purpose are pending
before, or threatened by, the SEC.


 


	 	Very truly yours,
	 	 
	 	[Company Counsel]
	 	 	 
	 	By:	 




 


	cc:	Lincoln Park Capital Fund, LLC


 






    


     


    

 


EXHIBIT B


 


Information About The Investor Furnished To
The Company By The Investor


Expressly For Use In Connection With Each Registration
Statement and Prospectus


 


Information With Respect to Lincoln Park Capital


 


Immediately prior to the
date of the Purchase Agreement, Lincoln Park Capital Fund, LLC, beneficially owned 0 shares of Common Stock. Josh Scheinfeld and Jonathan
Cope, the Managing Members of Lincoln Park Capital, LLC, the manager of Lincoln Park Capital Fund, LLC, are deemed to be beneficial owners
of all of the Common Stock owned by Lincoln Park Capital Fund, LLC. Messrs. Cope and Scheinfeld have shared voting and investment
power over the shares being offered under the Registration Statement filed with the SEC in connection with the transactions contemplated
under the Purchase Agreement. Lincoln Park Capital, LLC is not a licensed broker dealer or an affiliate of a licensed broker dealer.