Exhibit 10.21


 


FORM OF AMENDED AND RESTATED 


REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [______________], 2014, by and
among [MergeWorthRx Corp.], a Delaware corporation (the “Company”), and the undersigned parties listed
as Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).


 


WHEREAS, the Company
and certain of the Investors (the “Original Investors”) are parties to that certain Registration Rights
Agreement, dated June 26, 2013 (the “Prior Agreement”);


 


WHEREAS, the Original
Investors currently hold (i) shares of Common Stock issued by the Company prior to the consummation of the Company’s initial
public offering (the “Founders’ Shares”) and (ii) shares of Common Stock issued by the Company
simultaneously with the consummation of the Company’s initial public offering (the “Sponsors’ Shares”);


 


WHEREAS, certain of
the Investors are acquiring, on or about the date hereof, shares of Common Stock pursuant to that certain Agreement and Plan of
Merger and Reorganization (the “Merger Agreement”), dated as of October 14, 2014, by and among the Company,
Anvil Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, AeroCare Holdings, Inc., a Delaware
corporation, and FFC Aerocare SR, LLC, a Delaware limited liability company (the “Merger Shares”); and


 


WHEREAS, the parties
to the Prior Agreement desire to amend and restate the Prior Agreement to provide for the terms and conditions included herein
and to include certain of the recipients of Common Stock pursuant to the Merger Agreement.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.      
    DEFINITIONS. The following capitalized terms used herein have the following
meanings:


 


“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Commission”
means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange
Act.


 


“Common
Stock” means the common stock, par value $0.0001 per share, of the Company.


 


“Company”
is defined in the preamble to this Agreement.


 


“Demand
Registration” is defined in Section 2.2.1.


 




    	 



    	 



    

 


“Demand
Takedown” is defined in Section 2.1.5(a).


 


“Demanding
Holder” is defined in Section 2.2.1.


 


“Earn-Out
Shares” means the shares of Common Stock of the Company issued or issuable from time to time to Investors after the
date hereof pursuant to Section 1.13 of the Merger Agreement.


 


“Effectiveness
Period” is defined in Section 3.1.3.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder, all as the same shall be in effect at the time.


 


“Form S-3”
is defined in Section 2.3.4.


 


“Founders’
Shares” is defined in the preamble to this Agreement.


 


“Indemnified
Party” is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Investor”
is defined in the preamble to this Agreement.


 


“Investor
Indemnified Party” is defined in Section 4.1.


 


“Maximum
Number of Shares” is defined in Section 2.2.4.


 


“Merger
Shares” is defined in the preamble to this Agreement.


 


“New Registration
Statement” is defined in Section 2.2.4.


 


“Notices”
is defined in Section 6.3.


 


“Option
Securities” is defined in Section 2.2.4.


 


“Original
Investors” is defined in the preamble to this Agreement.


 


“Piggy-Back
Registration” is defined in Section 2.3.1.


 


“Pro Rata”
is defined in Section 2.2.4.


 


“Register,”
“Registered” and “Registration” mean a registration effected by preparing and
filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable
rules and regulations promulgated thereunder, and such registration statement becoming effective.


 




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“Registrable
Securities” means (i) the Founders’ Shares and the Sponsors’ Shares, (ii) the Merger Shares and, following
their issuance, the Earn-Out Shares, (iii) any Working Capital Shares, and (iv) all shares of Common Stock issued to any holder
with respect to the securities referred to in clauses (i), (ii), and (iii) above by way of any stock split, stock dividend or other
distribution, recapitalization, share exchange, share reconstruction, amalgamation, contractual control arrangement or similar
event. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration
Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities
shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities
shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been
delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; (c)
such securities shall have ceased to be outstanding, or (d) such securities are eligible for resale under Rule 144 without volume
limitations.


 


“Registration
Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities
Act and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or
other obligations exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement
on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange
for securities or assets of another entity).


 


“Release
Date” means the date on which Founders’ Shares are disbursed from escrow pursuant to Section 3 of that certain
Stock Escrow Agreement dated as of June 26, 2013 by and among certain of the Investors and Continental Stock Transfer & Trust
Company.


 


“Resale
Shelf Registration Statement” is defined in Section 2.1.1.


 


“Requesting
Holder” is defined in Section 2.1.4(a).


 


“SEC Guidance”
is defined in Section 2.2.4.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.


 


“Selling
Holders” is defined in Section 2.1.5(a)(ii).


 


“Sponsors’
Shares” is defined in the preamble to this Agreement.


 


“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of
such dealer’s market-making activities.


 


“Underwritten
Takedown” shall mean an underwritten public offering of Registrable Securities pursuant to the Resale Shelf Registration
Statement, as amended or supplemented.


 


“Working
Capital Shares” means any shares of Common Stock issued or issuable upon the exercise of any equity security of the
Company or upon conversion of any working capital loans made to the Company by any holder of Registrable Securities.


 




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2.          REGISTRATION
RIGHTS.


 


2.1         Resale
Shelf Registration Rights.


 


2.1.1           Registration
Statement Covering Resale of Registrable Securities. The Company shall prepare and file or cause to be prepared and filed with
the Commission, no later than thirty (30) days following the date of this Agreement, a Registration Statement for an offering to
be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Investors
of all of the Registrable Securities held by Investors and the Option Securities (the “Resale Shelf Registration Statement”).
The Resale Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting Registration of such Registrable
Securities for resale by such Investors. The Company shall use reasonable best efforts to cause the Resale Shelf Registration Statement
to be declared effective as soon as possible after filing, and once effective, to keep the Resale Shelf Registration Statement
continuously effective under the Securities Act at all times until the expiration of the Effectiveness Period.


 


2.1.2           Notification
and Distribution of Materials. The Company shall notify the Investors in writing of the effectiveness of the Resale Shelf Registration
Statement and shall furnish to them, without charge, such number of copies of the Resale Shelf Registration Statement (including
any amendments, supplements and exhibits), the Prospectus contained therein (including each preliminary prospectus and all related
amendments and supplements) and any documents incorporated by reference in the Resale Shelf Registration Statement or such other
documents as the Investors may reasonably request in order to facilitate the sale of the Registrable Securities in the manner described
in the Resale Shelf Registration Statement.


 


2.1.3           Amendments
and Supplements. Subject to the provisions of Section 2.1.1 above, the Company shall promptly prepare and file with
the Commission from time to time such amendments and supplements to the Resale Shelf Registration Statement and Prospectus used
in connection therewith (i) as may be necessary to keep the Resale Shelf Registration Statement effective and to comply with the
provisions of the Securities Act with respect to the disposition of all the Registrable Securities during the Effectiveness Period
and (ii) to include the registration for resale from time to time by Investors any Earn-Out Shares as soon as reasonably practicable
following issuance thereof.


 




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2.1.4        Notwithstanding
the registration obligations set forth in this Section 2.1, in the event 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 (i) inform each of the holders thereof and use its commercially
reasonable efforts to file amendments to the Resale Shelf Registration Statement as required by the Commission and/or (ii) withdraw
the Resale Shelf Registration Statement and file a new registration statement (a “New Registration Statement”),
in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3
or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however,
that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable
efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly-available
written or oral guidance, comments, requirements or requests of the Commission staff (the “SEC Guidance”),
including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision
of this Agreement, if any SEC Guidance sets forth a limitation of 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 number 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 first be reduced by Registrable Securities other than the Sponsors’ Shares (applied on a pro rata basis based on the
total number of Registrable Securities held by such Investors, subject to a determination by the Commission that certain Investors
must be reduced first based on the number of Registrable Securities held by such Investors) and second by Registrable Securities
represented by the Sponsors’ Shares (applied on a pro rata basis based on the total number of Sponsors’ Shares held
by such Investors, subject to a determination by the Commission that certain Investors must be reduced first based on the number
of Registrable Securities held by such Investors). In the event the Company amends the Resale Shelf Registration Statement or files
a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable
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 or such other form available to register for resale those
Registrable Securities that were not registered for resale on the Resale Shelf Registration Statement, as amended, or the New Registration
Statement.


 


2.1.5        Notice
of Certain Events. The Company shall promptly notify the Investors in writing of any request by the Commission for any amendment
or supplement to, or additional information in connection with, the Resale Shelf Registration Statement required to be prepared
and filed hereunder (or Prospectus relating thereto). The Company shall promptly notify each Investor in writing of the filing
of the Resale Shelf Registration Statement or any Prospectus, amendment or supplement related thereto or any post-effective amendment
to the Resale Shelf Registration Statement and the effectiveness of any post-effective amendment.


 


(a)          If
the Company shall receive a request from (x) the holders of at least 2,000,000 shares of Registrable Securities, provided that
the estimated market value of the Registrable Securities is at least $20,000,000 (the requesting holder(s) shall be referred to
herein as the “Requesting Holder”) that the Company effect the Underwritten Takedown of all or any portion
of the Requesting Holder’s Registrable Securities, and specifying the intended method of disposition thereof, then the Company
shall promptly give notice of such requested Underwritten Takedown (each such request shall be referred to herein as a “Demand
Takedown”) at least ten (10) Business Days prior to the anticipated filing date of the prospectus or supplement relating
to such Demand Takedown to the other Holders and thereupon shall use its reasonable best efforts to effect, as expeditiously as
possible, the offering in such Underwritten Takedown of:


 


(i)          subject
to the restrictions set forth in Section 2.2.4, all Registrable Securities for which the Requesting Holder has requested
such offering under Section 2.1.4(a), and


 




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(ii)         subject
to the restrictions set forth in Section 2.2.4, all other Registrable Securities that any holders of Registrable Securities
(all such holders, together with the Requesting Holder, the “Selling Holders”) have requested the Company
to offer by request received by the Company within seven Business Days after such holders receive the Company’s notice of
the Demand Takedown, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as
aforesaid) of the Registrable Securities so to be offered.


 


(b)          Promptly
after the expiration of the seven-Business Day-period referred to in Section 2.1.4(a)(ii), the Company will notify
all Selling Holders of the identities of the other Selling Holders and the number of shares of Registrable Securities requested
to be included therein.


 


(c)          The
Company shall only be required to effectuate one Underwritten Takedown within any six-month period


 


(d)          If
the managing underwriter in an Underwritten Takedown advises the Company and the Requesting Holder that, in its view, the number
of shares of Registrable Securities requested to be included in such underwritten offering exceeds the largest number of shares
that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold, the shares
included in such Underwritten Takedown will be reduced by the Registrable Securities held by the Selling Holders (applied on a
pro rata basis based on the total number of Registrable Securities held by such Investors, subject to a determination by the Commission
that certain Investors must be reduced first based on the number of Registrable Securities held by such Investors).


 


2.1.6           Selection
of Underwriters. Selling Holders holding a majority in interest of the Registrable Securities
requested to be sold in an Underwritten Takedown shall have the right to select an Underwriter or Underwriters in connection with
such Underwritten Takedown, which Underwriter or Underwriters shall be reasonably acceptable to the Company. In connection with
an Underwritten Takedown, the Company shall enter into customary agreements (including an underwriting agreement in customary form)
and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities
in such Underwritten Takedown, including, if necessary, the engagement of a “qualified independent underwriter” in
connection with the qualification of the underwriting arrangements with the Financial Industry Regulatory Authority, Inc.


 


2.1.7           Registrations
effected pursuant to this Section 2.1 shall not be counted as Demand Registrations effected pursuant to Section 2.1.


 




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2.2         Demand
Registration.


 


2.2.1           Request
for Registration. At any time and from time to time with respect to the Sponsors’ Shares and Working Capital Shares or
three months prior to the initial Release Date with respect to all other Registrable Securities of the Original Investors, the
holders of a majority-in-interest of such Sponsors’ Shares or other Registrable Securities, as the case may be, may make
a written demand for Registration under the Securities Act of all or any portion of their Sponsors’ Shares or other Registrable
Securities on Form S-1 or any similar long-form Registration or, if, then available, on Form S-3. Each registration requested pursuant
to this Section 2.2.1 is referred to herein as a “Demand Registration”. Any demand for a Demand
Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution
thereof. The Company will notify all Original Investors that are holders of Registrable Securities of the demand, and each such
holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand
Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”)
shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such
request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject
to Section 2.2.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than
an aggregate of two (2) Demand Registrations under this Section 2.2.1 in respect of all Registrable Securities.


 


2.2.2           Effective
Registration. A Registration will not count as a Demand Registration until the Registration Statement filed with the Commission
with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations under
this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective,
the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of
the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will
be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise
terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided, further,
that the Company shall not be obligated to file a second Registration Statement until a Registration Statement that has been filed
is counted as a Demand Registration or is terminated.


 


2.2.3           Underwritten
Offering. If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of their
written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall
be in the form of an underwritten offering. In such event, the right of any holder to include its Registrable Securities in such
registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s
Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their Registrable
Securities through such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters
selected for such underwriting by a majority-in-interest of the holders initiating the Demand Registration, and subject to the
approval of the Company.


 




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2.2.4           Reduction
of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises
the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the
Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires
to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back
registration rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum
number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution
method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable,
the “Maximum Number of Shares”), then the Company shall include in such registration: (i) first, the
Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in accordance with
the number of shares that each such Person has requested be included in such registration, regardless of the number of shares held
by each such Person (such proportion is referred to herein as "Pro Rata")) that can be sold without exceeding
the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding
the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clauses (i) and (ii), the shares of Common Stock or other securities registrable pursuant to the terms of the Purchase Option issued
to EarlyBirdCapital, Inc. or its designees in connection with the Company’s initial public offering (the “Purchase
Options” and such registrable securities, the “Option Securities”) and (iv) fourth, the
shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant
to written contractual arrangements with such persons, as to which “piggy-back” registration has been requested by
the holders thereof, Pro Rata, that can be sold without exceeding the Maximum Number of Shares.


 


2.2.5           Withdrawal.
If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all
of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from
such offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to
the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest
of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then either the Demanding Holders
shall reimburse the Company for the costs associated with the withdrawn registration (in which case such registration shall not
count as a Demand Registration provided for in Section 2.1) or the withdrawn registration shall count as a Demand Registration
provided for in Section 2.1.


 




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2.3         Piggy-Back
Registration.


 


2.3.1           Piggy-Back
Rights. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering
of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities,
by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders
of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in
connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to
the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company
or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders
of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which
notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution,
and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable
Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders
may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”).
The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause
the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to
be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit
the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof.
All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves
an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters
selected for such Piggy-Back Registration.


 


2.3.2        Reduction
of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering
advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock
which the Company desires to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded
pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder and the Registrable
Securities as to which registration has been requested under this Section 2.3, exceeds the Maximum Number of Shares, then
the Company shall include in any such registration:


 


(a)          If
the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that
the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (B) second, to the extent that
the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities,
if any, comprised of Registrable Securities and Option Securities, as to which registration has been requested pursuant to the
terms hereof, that can be sold without exceeding the Maximum Number of Shares, Pro Rata; and (C) third, to the extent that the
Maximum Number of shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities
for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration
rights with such persons and that can be sold without exceeding the Maximum Number of Shares; and


 


(b)          If
the registration is a “demand” registration undertaken at the demand of holders of Option Securities, (A) first, the
shares of Common Stock or other securities for the account of the demanding persons, Pro Rata, that can be sold without exceeding
the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding
the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clauses (A) and (B), the shares of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the
terms hereof, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number
of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for
the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons,
that can be sold without exceeding the Maximum Number of Shares; and


 




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(c)          If
the registration is a “demand” registration undertaken at the demand of persons other than either the holders of Registrable
Securities or the Option Securities, (A) first, the shares of Common Stock or other securities for the account of the demanding
persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares
has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to
sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares
has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised
of Registrable Securities and Option Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof
and of the Purchase Options, as applicable, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to
the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common
Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual
arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares.


 


2.3.3           Withdrawal.
Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities
in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of
the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a
demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness
of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders
of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 3.3.


 


2.3.4           Registrations
on Form S-3. The holders of Registrable Securities may at any time and from time to time, but not more often than one time
per calendar year, request in writing that the Company register the resale of any or all of such Registrable Securities on Form
S-3 or any similar short-form registration which may be available at such time (“Form S-3”); provided,
however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such
written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable
Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or Registrable
Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities
of the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within
fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated
to effect any such registration pursuant to this Section 2.3.4: (i) if Form S-3 is not available for such offering; or (ii)
if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion
in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public
of less than $500,000. Registrations effected pursuant to this Section 2.3.4 shall not be counted as Demand Registrations
effected pursuant to Section 2.1.


 




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3.            REGISTRATION
PROCEDURES.


 


3.1           Filings;
Information. Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section
2, the Company shall use its reasonable best efforts to effect the registration and sale of such Registrable Securities in
accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such
request:


 


3.1.1           Filing
Registration Statement. The Company shall use its reasonable best efforts to, as expeditiously as possible after receipt of
a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement
on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be
available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution
thereof, and shall use its reasonable best efforts to cause such Registration Statement to become effective and use its reasonable
best efforts to keep it effective for the Effectiveness Period; provided, however, that the Company shall have the right to defer
any Demand Registration for up to ninety (90) days, and any Piggy-Back Registration for such period as may be applicable to deferment
of any Demand Registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders
a certificate signed by the President or Chairman of the Company stating that, in the good faith judgment of the Board of Directors
of the Company, it would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected
at such time; provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately
preceding proviso for more than a total of ninety (90) days in any 365-day period in respect of a Demand Registration hereunder.


 


3.1.2           Copies.
The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without
charge to the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies of
such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case
including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement
(including each preliminary prospectus), and such other documents as the holders of Registrable Securities included in such registration
or legal counsel for any such holders may request in order to facilitate the disposition of the Registrable Securities owned by
such holders.


 


3.1.3           Amendments
and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments,
and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such
Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and
other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution
set forth in such Registration Statement or such securities have been withdrawn (the “Effectiveness Period”).


 




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3.1.4           Notification.
After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after
such filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further
notify such holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of
any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration
Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall
take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission
for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information
or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an 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 not misleading, and promptly make available to the holders of Registrable Securities included in such Registration Statement
any such supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus or any amendment
or supplement thereto, including documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities
included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to
be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such
documents and comment thereon.


 


3.1.5           State
Securities Laws Compliance. The Company shall use its reasonable best efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United
States as the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement
to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations
of the Company and do any and all other acts and things that may be necessary or advisable to enable the holders of Registrable
Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions;
provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would
not otherwise be required to qualify but for this paragraph or subject itself to taxation in any such jurisdiction.


 


3.1.6           Agreements
for Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in
customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such
Registrable Securities. The representations, warranties and covenants of the Company in any underwriting agreement which are made
to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of
Registrable Securities included in such registration statement, and the representations, warranties and covenants of the holders
of Registrable Securities included in such registration statement in any underwriting agreement which are made to or for the benefit
of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the Company.


 




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3.1.7           Cooperation.
The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer
of the Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable
Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect
to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys,
accountants and potential investors.


 


3.1.8           Records.
Upon execution of confidentiality agreements, the Company shall make available for inspection by the holders of Registrable Securities
included in such Registration Statement, any Underwriter participating in any disposition pursuant to such registration statement
and any attorney, accountant or other professional retained by any holder of Registrable Securities included in such Registration
Statement or any Underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as
shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors
and employees to supply all information requested by any of them in connection with such Registration Statement.


 


3.1.9           Earnings
Statement. The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and
make available to its shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which
earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.


 


3.1.10         Listing.
The Company shall use its reasonable best efforts to cause all Registrable Securities included in any Registration Statement to
be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company
are then listed or designated.


 


3.2          Obligation
to Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described in
Section 3.1.4(iv), or, upon any suspension by the Company, pursuant to a written insider trading compliance program adopted
by the Company’s Board of Directors, of the ability of all “insiders” covered by such program to transact in
the Company’s securities because of the existence of material non-public information, each holder of Registrable Securities
included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration
Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus contemplated by
Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact in the Company’s securities
is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company all copies, other than
permanent file copies then in such holder’s possession, of the most recent prospectus covering such Registrable Securities
at the time of receipt of such notice.


 




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3.3           Registration
Expenses. The Company shall bear all costs and expenses incurred in connection with the Resale Shelf Registration Statement
pursuant to Section 2.1, any Demand Registration pursuant to Section 2.1, any Demand Takedown pursuant to Section
2.1.4(a)(i), any Piggy-Back Registration pursuant to Section 2.3, and any registration on Form S-3 effected pursuant
to Section 2.3, and all expenses incurred in performing or complying with its other obligations under this Agreement, whether
or not the Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii)
fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in
connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) the Company’s internal
expenses (including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses incurred
in connection with the listing of the Registrable Securities as required by Section 3.1.10; (vi) Financial Industry Regulatory
Authority fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for independent certified public
accountants retained by the Company; (viii) the fees and expenses of any special experts retained by the Company in connection
with such registration and (ix) the fees and expenses of one legal counsel selected by the holders of a majority-in-interest of
the Registrable Securities included in such registration. The Company shall have no obligation to pay any underwriting discounts
or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts
or selling commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling shareholders and
the Company shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of shares each is selling
in such offering.


 


3.4           Information.
The holders of Registrable Securities shall promptly provide such information as may reasonably be requested by the Company, or
the managing Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements
thereto, in order to effect the registration of any Registrable Securities under the Securities Act and in connection with the
Company’s obligation to comply with Federal and applicable state securities laws.


 


4.          INDEMNIFICATION
AND CONTRIBUTION.


 


4.1           Indemnification
by the Company. The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities,
and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person,
if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any
expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue
statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such
Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus
contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based
upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder
applicable to the Company and relating to action or inaction required of the Company in connection with any such registration;
and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred
by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage,
liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense,
loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission
or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any
such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such
selling holder expressly for use therein, or is based on any selling holder’s violation of the federal securities laws (including
Regulation M) or failure to sell the Registrable Securities in accordance with the plan of distribution contained in the prospectus.


 




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4.2           Indemnification
by Holders of Registrable Securities. Each selling holder of Registrable Securities will, in the event that any registration
is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder,
indemnify and hold harmless the Company, each of its directors and officers, and each other selling holder and each other person,
if any, who controls another selling holder within the meaning of the Securities Act, against any losses, claims, judgments, damages
or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any
Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary
prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the
Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required
to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance
upon and in conformity with information furnished in writing to the Company by such selling holder expressly for use therein, or
is based on any selling holder’s violation of the federal securities laws (including Regulation M) or failure to sell the
Registrable Securities in accordance with the plan of distribution contained in the prospectus, and shall reimburse the Company,
its directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred
by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder’s
indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually
received by such selling holder.


 




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4.3           Conduct
of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability
or any action in respect of which indemnity may be sought pursuant to Sections 4.1 or 4.2, such person (the “Indemnified
Party”) shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder,
notify such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage,
liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve
the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and
solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification
with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate
in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the
defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified
Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the
Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party
and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but
no more than one such separate counsel, which counsel is reasonably acceptable to the Indemnifying Party) to represent the Indemnified
Party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be
sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying
Party if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel
would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior
written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened
proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder
by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from
all liability arising out of such claim or proceeding.


 


4.4         Contribution.


 


4.4.1           If
the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party
in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying
such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim,
damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the
Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action,
as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party
shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying
Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement
or omission.


 


4.4.2           The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4.2 were determined
by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred
to in the immediately preceding Section 4.4.1.


 


4.4.3           The
amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred
by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions
of this Section 4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar
amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such
holder from the sale of Registrable Securities which gave rise to such contribution obligation. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.


 




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5.        
  UNDERWRITING AND DISTRIBUTION.


 


5.1           Rule
144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange
Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required
from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission.


 


6.         
 MISCELLANEOUS.


 


6.1           Other
Registration Rights. Except with respect to the securities issued or issuable upon exercise of the Purchase Options, the Company
represents and warrants that no person, other than a holder of the Registrable Securities, has any right to require the Company
to register any shares of the Company’s capital stock for sale or to include shares of the Company’s capital stock
in any registration filed by the Company for the sale of shares of capital stock for its own account or for the account of any
other person.


 


6.2          Assignment;
No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned
or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable
Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the
extent of any permitted transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be
binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders
of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights
or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section
6.2. The rights of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a transferee
who acquires or holds Registrable Securities equal to at least five percent (5%) of the Registrable Securities held by the holders
of Registrable Securities on the date hereof; provided, however, that such transferee has executed and delivered to the Company
a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A
(an “Addendum Agreement”), and the transferor shall have delivered to the Company no later than thirty
(30) days following the date of the transfer, written notification of such transfer setting forth the name of the transferor, the
name and address of the transferee, and the number of Registrable Securities so transferred. The execution of an Addendum Agreement
shall constitute a permitted amendment of this Agreement.


 




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6.3           Notices.
All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”)
required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be
personally served, delivered by reputable air courier service with charges prepaid, or transmitted by facsimile or email, addressed
as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be
deemed given (i) on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided,
that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed
given on the next business day (ii) one business day after being deposited with a reputable courier service with an order for next-day
delivery, to the parties as follows:


 


If to the Company:


 


[MergeWorthRx Corp.]

[address]


Attn:


Facsimile: [·]


Email:


 


with a copy to:


 


[·]


Attn:


Facsimile:


Email:


 


If to an Investor, to the address
set forth opposite such Investor’s name on Exhibit B attached hereto.


 


6.4           Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.


 


6.5           Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together
shall constitute one and the same instrument.


 


6.6           Entire
Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered
pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede
all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether
oral or written.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF,
the parties have caused this Amended and Restated Registration Rights Agreement to be executed and delivered by their duly authorized
representatives as of the date first written above.


 


	 	COMPANY:
	 	 
	 	[MERGEWORTHRX CORP.]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	INVESTORS:
	 	 
	 	 
	 	Charles F. Fistel
	 	 
	 	 
	 	Stephen B. Cichy
	 	 
	 	 
	 	Anthony Minnuto
	 	 
	 	 
	 	John J. Delucca
	 	 
	 	 
	 	Jeffrey A. Rein
	 	 
	 	 
	 	Robert G. Savage
	 	 
	 	 
	 	Howard I. Schwartz, M.D.


 


[Signature Page Continues]


 


Signature
Page to Amended and Restated Registration Rights Agreement


 




    	 



    	 



    

 


EXHIBIT A


 


Addendum Agreement


 


This Addendum Agreement (“Addendum
Agreement”) is executed on __________________, 20___, by the undersigned (the “New Holder”) pursuant
to the terms of that certain Amended and Restated Registration Rights Agreement dated as of [_____], 2014 (the “Agreement”),
by and among the Company and the Investors identified therein, as such Agreement may be amended, supplemented or otherwise modified
from time to time. Capitalized terms used but not defined in this Addendum Agreement shall have the respective meanings ascribed
to such terms in the Agreement. By the execution of this Addendum Agreement, the New Holder agrees as follows:


 


1.1           Acknowledgment.
New Holder acknowledges that New Holder is acquiring certain shares of the Common Stock of the Company (the “Stock”)
[or other equity securities of the Company that are convertible, exercisable or exchangeable for shares of Common Stock of the
Company (the “Convertible Securities”)] as a transferee of such Stock [or Convertible Securities] from a party
in such party’s capacity as a holder of Registrable Securities under the Agreement, and after such transfer, New Holder shall
be considered a “Investor” and a holder of Registrable Securities for all purposes under the Agreement.


 


1.2           Agreement.
New Holder hereby (a) agrees that the Stock [or Convertible Securities] shall be bound by and subject to the terms of the Agreement
and (b) adopts the Agreement with the same force and effect as if the New Holder were originally a party thereto.


 


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


 


	NEW HOLDER:	 	ACCEPTED AND AGREED:
	 	 	 
	Print Name:	 	 	MERGEWORTHRX CORP.


  


	By:	 	 	By:	 
	 	 	 	 	 
	Name:		 	Name:	 
	 	 	 	 	 
	Title:	 	 	Title:	
	 	 	 	 	 
	Address:	 	 	 	 
	 	 	 	 	 
	 	 	 	 


 


	Facsimile Number:	 	 	 	 


 




    	 



    	 



    

 


EXHIBIT B1


 


	Name	 	Address
	 	 	 
	Stephen Cichy	 	
	 	 	
	 	 	 
	John J. Delucca	 	
	 	 	
	 	 	 
	Charles Fistel	 	
	 	 	
	 	 	 
	Anthony Minnuto	 	
	 	 	
	 	 	 
	Jeffrey A. Rein	 	
	 	 	
	 	 	 
	Robert G. Savage	 	
	 	 	
	 	 	 
	Howard I. Schwartz	 	
	 	 	
	 	 	


 





 



1
NTD: Agreement to include as Investors all Aerocare executive officers and directors and each of the Major Stockholders
(as defined in the Merger Agreement) and any other 5% or greater stockholders of AeroCare.