Exhibit 10.1


 


REGISTRATION RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is dated as of May 16, 2022, by and among Aprea Therapeutics, Inc.,
a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each, including its successors
and assigns, a “Purchaser” and collectively, the “Purchasers”).


 


This Agreement is made pursuant to the Agreement and Plan of Merger,
dated as of May 16, 2022, among the Company, ATR Merger Sub I Inc., a Delaware corporation, ATR Merger Sub II LLC, a Delaware limited
liability company and Atrin Pharmaceuticals Inc., a Delaware corporation (the “Merger Agreement”).


 


NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained
in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company
and each of the Purchasers agree as follows:


 


1.            Definitions.
As used in this Agreement, the following terms shall have the following meanings:


 


“Advice” has the meaning set forth in Section 6(c).


 


“Affiliate” means any Person that, directly or indirectly
through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and
construed under Rule 405 of the Securities Act of 1933, as amended.


 


“Agreement” has the meaning set forth in the Preamble.


 


“Business Day” means any day except any Saturday,
any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New
York are authorized or required by law or other governmental action to close; provided, however, for clarification, commercial banks shall
not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,
 “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the
direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial
banks in the State of New York are generally are open for use by customers on such day.


 


“Commission” means the United States Securities
and Exchange Commission.


 


“Common Stock” means the Company’s common
stock, par value $0.001 per share, and stock of any other class of securities into which such securities may hereafter be reclassified
or changed.


 


“Company” has the meaning set forth in the Preamble.


 


“Effective Date” means the date that the Registration
Statement filed pursuant to Section 2(a) is first declared effective by the Commission.


 


“Effectiveness
Deadline” means, with respect to the Initial Registration Statement or the New Registration Statement, the thirtieth (30th)
calendar day following the Filing Deadline (or, in the event the Commission reviews and has written comments to the Initial Registration
Statement or the New Registration Statement, the sixtieth (60th) calendar day following the Filing Deadline); provided, however, that
if the Company is notified by the Commission that the Initial Registration Statement or the New Registration Statement will not be reviewed
or is no longer subject to further review and comments, the Effectiveness Deadline as to such Registration Statement shall be the fifth
(5th) Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above; provided,
further, that if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness
Deadline shall be extended to the next Business Day on which the Commission is open for business.


 


“Effectiveness Period” has the meaning set forth
in Section 2(b).


 






     


     


    

 


“Exchange Act” means the Securities Exchange Act
of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Filing
Deadline” means, with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a),
the ninetieth (90th) calendar day following the date of this Agreement or such later date agreed to by a majority of the Holders,
provided, however, that if the Filing Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business, the
Filing Deadline shall be extended to the next Business Day on which the Commission is open for business.


 


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


 


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


 


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


 


“Initial Registration Statement” has the meaning
set forth in Section 2(a).


 


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


 


“Merger Agreement” has the meaning set forth in
the Recitals.


 


“New Registration Statement” has the meaning set
forth in Section 2(a).


 


“Person” means an individual or corporation, partnership,
trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency
or subdivision thereof) or other entity of any kind.


 


“Principal Market” means the Trading Market on which
the Common Stock are primarily listed on and quoted for trading, which, as of the date of this Agreement, shall be the Nasdaq Global Select
Market.


 


“Prior RRA” means the Amended
and Restated Registration Rights Agreement, dated as of dated as of September, 20 2019, by and among the Company and the other parties
thereto (filed as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021).


 


“Proceeding” means an action,
claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition),
whether commenced or threatened.


 


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


 


“Purchaser” or “Purchasers” has
the meaning set forth in the Preamble.


 


“Registrable Securities” means (i) all of the
Shares and (ii) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar
event with respect to the foregoing, provided, that the Holder has completed and delivered to the Company a Selling Shareholder Questionnaire;
and provided, further, that with respect to a particular Holder, such Holder’s Registrable Securities shall cease to be Registrable
Securities upon the earliest to occur of the following: (A) a sale pursuant to a Registration Statement or Rule 144 under the
Securities Act (in which case, only such security sold by the Holder shall cease to be a Registrable Security); or (B) becoming eligible
for resale by the Holder under Rule 144 without the requirement for the Company to be in compliance with the current public information
required thereunder and without volume or manner-of-sale restrictions.


 






     


     


    

 


“Registration Statements” means any one or more
registration statements of the Company filed under the Securities Act that covers the resale of any of the Registrable Securities pursuant
to the provisions of this Agreement (including without limitation the Initial Registration Statement, the New Registration Statement and
any Remainder Registration Statements), amendments and supplements to such Registration Statements, including post-effective amendments,
all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such Registration Statements.


 


“Remainder Registration Statement” has the meaning
set forth in Section 2(a).


 


“Rule 144” means Rule 144 promulgated
by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as such Rule.


 


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


 


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


 


“SEC Guidance” means (i) any publicly-available
written or oral guidance, comments, requirements or requests of the Commission staff; provided, that any such oral guidance, comments,
requirements or requests are reduced to writing by the Commission and (ii) the Securities Act.


 


“Securities Act” means the Securities Act of 1933,
as amended, and the rules and regulations promulgated thereunder.


 


“Selling Shareholder Questionnaire” means a questionnaire
in the form attached as Annex B hereto, or such other form of questionnaire as may reasonably be adopted by the Company from time to time.


 


“Series A Preferred Stock” means the Series A
Non-Voting Convertible Preferred Stock, par value $0.001 per share, of the Company.


 


“Shares” means the shares of Common Stock (i) received
by Purchasers as “Merger Consideration” as defined in the Merger Agreement or (ii) which may be issued upon conversion
of the Series A Preferred Stock received by Purchasers as “Merger Consideration” as defined in the Merger Agreement.


 


“Trading Day” means a day on which the Principal
Market is open for business.


 


“Trading Market” means any of the following markets
or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital
Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing).


 






     


     


    

 


2.            Registration.


 


(a)            On
or prior to the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale
of all of the Registrable Securities not then registered on an existing and effective Registration Statement for an offering to be
made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable
Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the
 “Initial Registration Statement”). The Initial Registration Statement shall be on Form S-3 (except if the
Company is then ineligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall
be on such other form available to register for resale the Registrable Securities as a secondary offering) subject to the provisions
of Section 2(c) and shall contain (except if otherwise required pursuant to written comments received from the
Commission upon a review of such Registration Statement) the “Plan of Distribution” section substantially in the form
attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission).
Notwithstanding the registration obligations set forth in this Section 2, 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 Initial Registration Statement as required by the Commission
and/or (ii) withdraw the Initial 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, if the Company is ineligible to register the Registrable Securities on Form S-3, 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 the SEC
Guidance, including without limitation, the Securities Act Rules Compliance and Disclosure Interpretations Question 612.09.
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 not acquired pursuant to the Merger
Agreement (whether pursuant to registration rights or otherwise), and second by Registrable Securities represented by Shares applied
to the Holders and the “Shareholders” (under the Prior RRA), if any, who seek to be included in such registration, on a
pro rata basis based on the total number of Shares held by such Holders and “Shareholders”, subject to a determination
by the Commission that certain Holders must be reduced first based on the number of Shares held by such Holders. In the event the
Company amends the Initial 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 Initial Registration Statement, as amended, or the New Registration Statement (the “Remainder
Registration Statements”).


 


(b)            The
Company shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission
as soon as practicable and, with respect to the Initial Registration Statement or the New Registration Statement, as applicable, no later
than the Effectiveness Deadline (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461
promulgated under the Securities Act), and shall use its commercially reasonable efforts to keep each Registration Statement continuously
effective under the Securities Act until the earlier of (i) such time as all of the Registrable Securities covered by such Registration
Statement have been publicly sold by the Holders; (ii) the date that all Registrable Securities covered by such Registration Statement
may be sold by non-affiliates without volume or manner-of-sale restrictions pursuant to Rule 144, without the requirement for the
Company to be in compliance with the current public information requirement under Rule 144 or (iii) the expiration of two years
from the Effective Date of such Registration Statement (the “Effectiveness Period”). The Company shall request effectiveness
of a Registration Statement as of 4:00 P.M. New York City time on a Trading Day. The Company shall promptly notify the Holders via
e-mail of the effectiveness of a Registration Statement or any post-effective amendment thereto. The Company shall, by 9:30 A.M. New
York City time on the first Trading Day after the Effective Date, file a final Prospectus with the Commission, as required by Rule 424(b) and
shall provide the Purchasers with copies of the final Prospectus to be used in connection with the sale or other disposition of the securities
covered thereby. The Company shall promptly inform each Holder in writing if, at any time during the Effectiveness Period, the Company
does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Holder is required to deliver a Prospectus in
connection with any disposition of Registrable Securities.


 






     


     


    

 


(c)            Each
Holder agrees to furnish to the Company a completed Selling Shareholder Questionnaire not more than five (5) Trading Days following
the date of this Agreement. At least ten (10) Trading Days prior to the first anticipated filing date of a Registration Statement
for any registration under this Agreement, the Company will notify each Holder of the information the Company requires from that Holder
other than the information contained in the Selling Shareholder Questionnaire, if any, which shall be completed and delivered to the Company
promptly upon request and, in any event, within three (3) Trading Days prior to the applicable anticipated filing date. Each Holder
further agrees that it shall not be entitled to be named as a selling securityholder in the Registration Statement or use the Prospectus
for offers and resales of Registrable Securities at any time, unless such Holder has returned to the Company a completed and signed Selling
Shareholder Questionnaire and a response to any reasonable requests for further information as described in the previous sentence. If
a Holder of Registrable Securities returns a Selling Shareholder Questionnaire or a request for further information, in either case, after
its respective deadline, the Company shall use its commercially reasonable efforts to take such actions as are required to name such Holder
as a selling security holder in the Registration Statement or any pre-effective or post-effective amendment thereto and to include (to
the extent not theretofore included) in the Registration Statement the Registrable Securities identified in such late Selling Shareholder
Questionnaire or request for further information. Each Holder acknowledges and agrees that the information in the Selling Shareholder
Questionnaire or request for further information as described in this Section 2(c) will be used by the Company in the
preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement.


 


(d)            In
the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall
(i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the Holders and (ii) undertake
to register the Registrable Securities on Form S-3 promptly after such form is available, provided that the Company shall
maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering
the Registrable Securities has been declared effective by the Commission.


 


3.            Registration
Procedures


 


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


 


(a)            Not
less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day
prior to the filing of any related Prospectus or any amendment or supplement thereto (except for Annual Reports on Form 10-K,
and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor reports), (i) furnish
to each Holder copies of such Registration Statement, Prospectus or amendment or supplement thereto, as proposed to be filed, which
documents will be subject to the review of such Holder (it being acknowledged and agreed that if a Holder does not object to or
comment on the aforementioned documents within such five (5) Trading Day or one (1) Trading Day period, as the case may
be, then the Holder shall be deemed to have consented to and approved the use of such documents) and (ii) to the extent that
such Holder is identified in the Registration Statement as an “underwriter” (as defined under the Securities Act), use
commercially reasonable efforts to cause its officers and directors, counsel and independent registered public accountants to
respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a
reasonable investigation within the meaning of the Securities Act. The Company shall not file any Registration Statement or
amendment or supplement thereto in a form to which a Holder reasonably objects in good faith, provided that, the Company is notified
of such objection in writing within the five (5) Trading Day or one (1) Trading Day period described above, as
applicable.


 






     


     


    

 


(b)            (i) Prepare
and file with the Commission such amendments (including post-effective amendments) and supplements, to each Registration Statement and
the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to the applicable
Registrable Securities for its Effectiveness Period; (ii) cause the related Prospectus to be amended or supplemented by any required
Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424;
(iii) respond as promptly as reasonably practicable to any comments received from the Commission with respect to each Registration
Statement or any amendment thereto and, as promptly as reasonably possible, provide the Holders true and complete copies of all correspondence
from and to the Commission relating to such Registration Statement that pertains to the Holders as “Selling Stockholders”
but not any comments that would result in the disclosure to the Holders of material and non-public information concerning the Company;
and (iv) comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable
Securities covered by a Registration Statement until such time as all of such Registrable Securities shall have been disposed of (subject
to the terms of this Agreement) in accordance with the intended methods of disposition by the Holders thereof as set forth in such Registration
Statement as so amended or in such Prospectus as so supplemented; provided, however, that each Purchaser shall be responsible for the
delivery of the Prospectus to the Persons to whom such Purchaser sells any of the Registrable Securities (including in accordance with
Rule 172 under the Securities Act), and each Purchaser agrees to dispose of Registrable Securities in compliance with the “Plan
of Distribution” described in the Registration Statement and otherwise in compliance with applicable federal and state securities
laws. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement
(including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K
or any analogous report under the Exchange Act, the Company shall have incorporated such report by reference into such Registration Statement,
if applicable, or shall file such amendments or supplements with the Commission on the same day on which the Exchange Act report which
created the requirement for the Company to amend or supplement such Registration Statement was filed.


 


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


 






     


     


    

 


(d)            Use
commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness
of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, as soon as practicable.


 


(e)            If
requested by a Holder, furnish to such Holder, without charge, at least one conformed copy of each Registration Statement and each amendment
thereto and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly
after the filing of such documents with the Commission; provided, that the Company shall have no obligation to provide any document
pursuant to this clause that is available on the Commission’s EDGAR system.


 


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


 


(g)            Cooperate
with such Holder to facilitate the timely preparation and delivery of certificates or book entry statements, as applicable,
representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates or
statements shall be free, to the extent permitted by the Merger Agreement and under law, of all restrictive legends, and to enable
such Registrable Securities to be in such denominations and registered in such names as any such Holders may reasonably request.


 


(h)            Following
the occurrence of any event contemplated by Section 3(c), as promptly as reasonably practicable (taking into account the Company’s
good faith assessment of any adverse consequences to the Company and its shareholders of the premature disclosure of such event), prepare
a supplement or amendment, including a post-effective amendment, to the affected Registration Statements or a supplement to the related
Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that,
as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, form of prospectus
or supplement thereto, in light of the circumstances under which they were made), not misleading. If the Company notifies the Holders
in accordance with clauses (iii) through (vi) of Section 3(c) above to suspend the use of any Prospectus until
the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its
commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. For the avoidance
of doubt, the Company’s rights under this Section 3(h) shall include suspensions of availability arising from the
filing of a post-effective amendment to a Registration Statement to update the Prospectus therein to include the information contained
in the Company’s Annual Report on Form 10-K, which suspensions may extend for the amount of time reasonably required to respond
to any comments of the staff of the Commission on such amendment.


 


(i)            The
Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of shares of Common
Stock beneficially owned by such Holder and any Affiliate thereof, (ii) any Financial Industry Regulatory Authority (“FINRA”)
affiliations, (iii) any natural persons who have the power to vote or dispose of the Common Stock and (iv) any other information
as may be requested by the Commission, FINRA or any state securities commission..


 


(j)            The
Company shall cooperate with any registered broker through which a Holder proposes to resell its Registrable Securities in effecting a
filing with FINRA pursuant to FINRA Rule 5110 as requested by any such Holder and the Company shall pay the filing fee required for
the first such filing within two (2) Business Days of the request therefor.


 






     


     


    

 


4.            Registration
Expenses. All fees and expenses incident to the Company’s performance of or compliance with its obligations under this Agreement
(excluding any underwriting discounts and selling commissions and all legal fees and expenses of legal counsel for any Holder) shall be
borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred
to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses (A) with respect to filings required to be made with any Trading Market on which the Common Stock are then listed
for trading, (B) with respect to compliance with applicable state securities or Blue Sky laws (including, without limitation, fees
and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities and
determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the
Holders) and (C) if not previously paid by the Company in connection with Section 3(j) above, with respect to any
filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with FINRA
pursuant to the FINRA Rule 5110, so long as the broker is receiving no more than a customary brokerage commission in connection with
such sale), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and
of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of a majority of the Registrable Securities
included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel
for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses
of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In
addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions
contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal
or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any underwriting, broker
or similar fees or commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other
costs of the Holders.


 


5.            Indemnification.


 


(a)            Indemnification
by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify, defend and hold harmless each
Holder, the officers, directors, agents, partners, members, managers, stockholders, Affiliates, investment advisers and employees of
each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, stockholders, agents, investment
advisers and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and
all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and investigation
and reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, that arise out of or
are based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any
Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of
or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the
statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under
which they were made) not misleading, or (ii) any violation or alleged violation by the Company of the Securities Act, the
Exchange Act or any state securities law or any rule or regulation thereunder, in connection with the performance of its
obligations under this Agreement, except to the extent, but only to the extent, that (A) such untrue statements, alleged untrue
statements, omissions or alleged omissions are based solely upon information regarding such Holder furnished in writing to the
Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such
Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such Holder
expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement
thereto (it being understood that each Holder has approved Annex A hereto for this purpose) or (B) in the case of an
occurrence of an event of the type specified in Section 3(c)(iii)-(vi), related to the use by a Holder of an outdated or
defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to
the receipt by such Holder of the Advice contemplated and defined in Section 6(c) below, to the extent that
following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected or (C) to
the extent that any such Losses arise out of the Purchaser’s (or any other indemnified Person’s) failure to send or give
a copy of the Prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the
Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement or alleged untrue
statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such
Person if such statement or omission was corrected in such Prospectus or supplement. The Company shall notify the Holders promptly
of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this
Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made
by or on behalf of an Indemnified Party (as defined in Section 5(c)) and shall survive the transfer of the Registrable
Securities by the Holders.


 






     


     


    

 


(b)            Indemnification
by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents
and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of
the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable
law, from and against all Losses, as incurred, arising out of or are based solely upon any untrue or alleged untrue statement of a material
fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or
in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein (in the case of any Prospectus, or any form of prospectus or supplement thereto, in
light of the circumstances under which they were made) not misleading (i) to the extent that such untrue statements or omissions
are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein or
(ii) to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable
Securities and was reviewed and approved in writing by such Holder expressly for use in a Registration Statement (it being understood
that the Holder has approved Annex A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or
supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi),
to the extent related to the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing
that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(c).
In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received
by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.


 


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


 


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


 






     


     


    

 


Subject to the terms of this Agreement, all fees and expenses of the
Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend
such Proceeding in a manner not inconsistent with this Section 5) shall be paid to the Indemnified Party, as incurred, within
twenty (20) Trading Days of written notice thereof to the Indemnifying Party; provided, that the Indemnified Party shall promptly
reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party
is finally judicially determined to not be entitled to indemnification hereunder. 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 Party under this Section 5, except to the extent that the Indemnifying Party is materially and adversely prejudiced
in its ability to defend such action.


 


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


 


The parties hereto agree that it would not be just and equitable
if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of
allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), (A) no Holder shall be required to contribute, in the
aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the
Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged omission and (B) no contribution will be made
under circumstances where the maker of such contribution would not have been required to indemnify the Indemnified Party under the
fault standards set forth in this Section 5. 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.


 


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


 






     


     


    

 


6.            Miscellaneous.


 


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


 


(b)            Compliance.
Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to
it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to the Registration Statement
and shall sell the Registrable Securities only in accordance with a method of distribution described in the Registration Statement.


 


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


 


(d)            No
Inconsistent Agreements. Neither the Company nor any of its subsidiaries has entered, as of the date hereof, nor shall the Company
or any of its subsidiaries, on or after the date hereof, enter into any agreement with respect to its securities, that would have the
effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.


 


(e)            Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
or waived unless the same shall be in writing and signed by the Company and Holders holding no less than a majority of the then outstanding
Registrable Securities, provided that any party may give a waiver as to itself. Notwithstanding the foregoing, a waiver or consent to
depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders and that does not directly
or indirectly affect the rights of other Holders may be given by Holders of all of the Registrable Securities to which such waiver or
consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except
in accordance with the provisions of the immediately preceding sentence.


 


(f)            Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered
via electronic mail at the e-mail address specified in this Section 6(f) prior to 5:00 P.M., New York City time, on a
Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via electronic
mail at the e- mail address or facsimile number specified in this Section 6.3 on a day that is not a Trading Day or later than 5:00
P.M., New York City time, on any Trading Day, (c) the Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service with next day delivery specified, or (d) upon actual receipt by the party to whom such notice is required
to be given. The address for such notices and communications shall be as follows.


 


If to the Company: Aprea Therapeutics, Inc.


535 Boylston Street


Boston, Massachusetts 02116


Telephone No.: (617) 904-3866


Attention: Scott M. Coiante


E-mail: scott.coiante@aprea.com


 


With a copy to: Sidley Austin LLP


787 Seventh Avenue


New York, NY 10019


Telephone No.: (212) 839-5776 


Attention: Geoffrey W. Levin


E-mail: glevin@sidley.com


 


If to a Purchaser: To the address set forth under such Purchaser’s
signature page hereto.


 






     


     


    

 



 


(g)            Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the
parties and shall inure to the benefit of each Holder. Nothing in this Agreement, express or implied, is intended to confer upon any party
other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by
reason of this Agreement, except as expressly provided in this Agreement. The Company may not assign its rights (except by merger or in
connection with another entity acquiring all or substantially all of the Company’s assets) or obligations hereunder without the
prior written consent of all the Holders of the then outstanding Registrable Securities. This Agreement, or any rights or obligations
hereunder, may not be assigned by the Company without the prior written consent of each Purchaser. Any Purchaser may assign its rights
hereunder in whole or in part to any Person to whom such Purchaser assigns or transfers any Shares in compliance with the Merger Agreement
and applicable law; provided in each case that (i) the Holder agrees in writing with the transferee or assignee to assign such rights
and related obligations under this Agreement, and for the transferee or assignee to assume such obligations, and a copy of such agreement
is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such
transfer or assignment, furnished with written notice of the name and address of such transferee or assignee and the securities with respect
to which such registration rights are being transferred or assigned, (iii) at or before the time the Company received the written
notice contemplated by clause (ii) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by
all of the provisions contained herein and (iv) the transferee is an “accredited investor,” as that term is defined in
Rule 501 of Regulation D as promulgated by the Commission.


 


(h)            Execution
and Counterparts. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be
an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts
have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.
Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act
of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com)
or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and
effective for all purposes.


 


(i)            Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts
of law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated
by this Agreement (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively
in the New York Courts. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts 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 Proceeding, any claim that it is not personally subject to the jurisdiction of any such New York
Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal
service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail
or overnight delivery (with evidence of delivery) to such party at the address in effect for 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. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


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


 






     


     


    

 


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


 


(l)            Headings.
The headings in this Agreement are for convenience only and shall not limit or otherwise affect the meaning hereof.


 


(m)            Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement are several and not joint
with the obligations of any other Purchaser hereunder, and no Purchaser shall be responsible in any way for the performance of the obligations
of any other Purchaser hereunder. The decision of each Purchaser to purchase or acquire, as applicable, the Registerable Securities pursuant
to the Merger Agreement, as applicable, has been made independently of any other Purchaser. Nothing contained herein or in any other agreement
or document delivered at any closing, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the
Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers
are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Purchaser acknowledges
that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser
will be acting as agent of such Purchaser in connection with monitoring its investment in the Registerable Securities or enforcing its
rights under the Merger Agreement, as applicable. Each Purchaser shall be entitled to protect and enforce its rights arising out of this
Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose.
The Company acknowledges that each of the Purchasers has been provided with the same Registration Rights Agreement for the purpose of
closing a transaction with multiple Purchasers and not because it was required or requested to do so by any Purchaser.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






     


     


    

 


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


 


	 	APREA THERAPEUTICS, INC.
	 	 
	 	By:  	                     
	 	 	Name:
	 	 	Title:





 


[Signature
Page – Registration Rights Agreement]


 






     


     


    

 


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


 


	 	NAME
    OF INVESTING ENTITY
	 	 
	 	 
	 	 
	 	AUTHORIZED
    SIGNATORY
	 	 
	 	By:  	            
	 	Name:
	 	Title:
	 	 
	 	ADDRESS
    FOR NOTICE
	 	 
	 	c/o:	 
	 	Street:	 
	 	 
	 	City/State/Zip:
	 	 
	 	Attention:
	 	 
	 	Tel:	 
	 	 	 
	 	Fax:	 
	 	 	 
	 	Email:
     	 





 


[Signature
Page – Registration Rights Agreement]


 






     


     


    

 


ANNEX A


 


PLAN OF DISTRIBUTION1


 


We are registering the shares of common stock of Area Therapeutics, Inc.,
par value of $0.001 per share, or the Common Stock, which we refer to herein as Shares, issued to the selling stockholders to permit the
resale of these Shares by the holders of the Shares from time to time after the date of this prospectus. We will not receive any of the
proceeds from the sale by the selling stockholders of the Shares. We will, or will procure to, bear all fees and expenses incident to
our obligation to register the Shares.


 


The selling stockholders may sell all or a portion of the Shares beneficially
owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the Shares
are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions
or agent’s commissions. The Shares may be sold on any national securities exchange or quotation service on which the securities
may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems
or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale,
at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions that may involve
crosses or block transactions. The selling stockholders may use any one or more of the following methods when selling shares:


 


		·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;



 


		·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		·	an exchange distribution in accordance with the rules of the applicable exchange;



 


		·	privately negotiated transactions;



 


		·	settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;



 


		·	broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;



 


		·	through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange
or otherwise;



 


		·	a combination of any such methods of sale; and



 


		·	any other method permitted pursuant to applicable law.



 


The selling stockholders also may resell all or a portion of the shares
in open market transactions in reliance upon Rule 144 under the Securities Act, as amended, or the Securities Act, as permitted by
that rule, or Section 4(a)(1) under the Securities Act, if available, rather than under this prospectus, provided that they
meet the criteria and conform to the requirements of those provisions.


 





 






1        Note
to Draft: Definitions to be conformed to resale S-3.


 






     


     


    

 


Broker-dealers engaged by the selling stockholders may arrange for
other broker-dealers to participate in sales. If the selling stockholders effect such transactions by selling Shares to or through underwriters,
broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or
commissions from the selling stockholders or commissions from purchasers of the Shares for whom they may act as agent or to whom they
may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus,
in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 2121;
and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2121.01.


 


In connection with sales of the Shares or otherwise, the selling stockholders
may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the
Shares in the course of hedging in positions they assume. The selling stockholders may also sell Shares short and if such short sale shall
take place after the date that this Registration Statement is declared effective by the Commission, the selling stockholders may deliver
Shares covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The
selling stockholders may also loan or pledge Shares to broker-dealers that in turn may sell such shares, to the extent permitted by applicable
law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or
the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares
offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as
supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they
may not use shares registered on this registration statement to cover short sales of our Common Stock made prior to the date the registration
statement, of which this prospectus forms a part, has been declared effective by the SEC.


 


The selling stockholders may, from time to time, pledge or grant a
security interest in some or all of the Shares owned by them and, if they default in the performance of their secured obligations, the
pledgees or secured parties may offer and sell the Shares from time to time pursuant to this prospectus or any amendment to this prospectus
under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, amending, if necessary, the list of selling
stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling
stockholders also may transfer and donate the Shares in other circumstances in which case the transferees, donees, pledgees or other successors
in interest will be the selling beneficial owners for purposes of this prospectus.


 


The selling stockholders and any broker-dealer or agents participating
in the distribution of the Shares may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities
Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer
or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under
the Securities Act. Selling Stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities
Act will be subject to the applicable prospectus delivery requirements of the Securities Act including Rule 172 thereunder and may
be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5
under the Securities Exchange Act of 1934, as amended, or the Exchange Act.


 


Each selling stockholder has informed the Company that it is not a
registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to
distribute the Shares. Upon the Company being notified in writing by a selling stockholder that any material arrangement has been entered
into with a broker-dealer for the sale of Common Stock through a block trade, special offering, exchange distribution or secondary distribution
or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under
the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the
number of shares involved, (iii) the price at which such the Shares were sold, (iv) the commissions paid or discounts or concessions
allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In no
event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent (8.0%).


 






     


     


    

 


Under the securities laws of some U.S. states, the Shares may be sold
in such states only through registered or licensed brokers or dealers. In addition, in some U.S. states the Shares may not be sold unless
such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and
is complied with.


 


There can be no assurance that any selling stockholder will sell any
or all of the Shares registered pursuant to the shelf registration statement, of which this prospectus forms a part.


 


Each selling stockholder and any other person participating in
such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder,
including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases
and sales of any of the Shares by the selling stockholder and any other participating person. To the extent applicable, Regulation M
may also restrict the ability of any person engaged in the distribution of the Shares to engage in market-making activities with
respect to the Shares. All of the foregoing may affect the marketability of the Shares and the ability of any person or entity to
engage in market-making activities with respect to the Shares.


 


We will pay all expenses of the registration of the Shares pursuant
to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance
with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting
discounts and selling commissions, if any and any related legal expenses incurred by it. We will indemnify the selling stockholders against
certain liabilities, including some liabilities under the Securities Act, in accordance with the registration rights agreement, or the
selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including
liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholders specifically
for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution.


 






     


     


    

 


ANNEX B


 


SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE


 


The
undersigned holder of shares of the (i) common stock, par value $0.001 per share, of Aprea Therapeutic, Inc. (the “Company”)
and/or (ii) Series A Preferred Stock, par value $0.001 per share, of the Company issued pursuant to the Agreement and Plan of
Merger, dated as of May 16, 2022, among the Company, ATR Merger Sub I Inc., ATR Merger Sub II LLC and Atrin Pharmaceuticals Inc.,
understands that the Company intends to file with the Securities and Exchange Commission a registration statement on Form S-3 (the
 “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities Act of 1933,
as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of the Registration Rights
Agreement dated as of May 16, 2022, by and among the Company and the several purchasers signatory thereto (the “Agreement”).
All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement.


 


In order to sell or otherwise dispose of any Registrable Securities
pursuant to the Resale Registration Statement, a holder of Registrable Securities generally will be required to be named as a selling
stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”), deliver the Prospectus
to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and be bound by the provisions
of the Agreement (including certain indemnification provisions, as described below). Holders must complete and deliver this Notice
and Questionnaire in order to be named as selling stockholders in the Prospectus. Holders of Registrable Securities who do not complete,
execute and return this Notice and Questionnaire within five (5) Trading Days following the date of the Agreement (1) will not
be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2) may not use the Prospectus for resales
of Registrable Securities.


 


Certain legal consequences arise from being named as a selling stockholder
in the Resale Registration Statement and the Prospectus. Holders of Registrable Securities are advised to consult their own securities
law counsel regarding the consequences of being named or not named as a selling stockholder in the Resale Registration Statement and the
Prospectus.


 


NOTICE


 


The undersigned holder (the “Selling Stockholder”)
of Registrable Securities hereby gives notice to the Company of its intention to sell or otherwise dispose of Registrable Securities owned
by it and listed below in Item (3), unless otherwise specified in Item (3), pursuant to the Resale Registration Statement. The undersigned,
by signing and returning this Notice and Questionnaire, understands and agrees that it will be bound by the terms and conditions of this
Notice and Questionnaire and the Agreement.


 


The undersigned hereby provides the following information to the Company
and represents and warrants that such information is accurate and complete:


 


QUESTIONNAIRE


 


		1.	Name.



 


(a)            Full
Legal Name of Selling Stockholder:


 


(b)            Full
Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities Listed in Item 3 below are held:


 


(c)            Full
Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or
dispose of the securities covered by the questionnaire):


 






     


     


    

 


		2.	Address for Notices to Selling Stockholder:



 


	Telephone:	 






 


		Fax:	 



 


	Contact Person:	 
	 	 	 
	E-mail address of Contact Person:	 	 
	 	 	 	 





		3.	Beneficial Ownership of Registrable Securities Issuable Pursuant to the Merger Agreement:



 


(a)            Type
and Number of Registrable Securities beneficially owned and issued pursuant to the Agreement:


 


(b)            Number
of shares of Common Stock to be registered pursuant to this Notice for resale:


 


		4.	Broker-Dealer Status:



 


Yes  ̈ No  ̈


 


(a)            Are
you a broker-dealer?


 


Yes
 ̈ No  ̈


 


(b)            If
 “yes” to Section 4(a), did you receive your Registrable Securities as compensation for investment banking services to
the Company?


 


Yes
 ̈ No  ̈


 


Note: If no, the Commission’s staff has indicated that you should
be identified as an underwriter in the Registration Statement.


 


(c)            Are
you an affiliate of a broker-dealer?


 


Yes
 ̈ No  ̈


 


Note: If yes, provide a narrative explanation below:


 


(d)            If
you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business,
and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly,
with any person to distribute the Registrable Securities?


 


Yes
 ̈ No  ̈


 


Note: If no, the Commission’s staff has indicated that you should
be identified as an underwriter in the Registration Statement.


 


		5.	Beneficial Ownership of Other Securities of the Company Owned by the Selling Stockholder.



 


Except as set forth below in this Item 5, the undersigned is not
the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item 3.


 


Type and amount of other securities beneficially owned:


 






     


     


    

 


		6.	Relationships with the Company:



 


Except as set forth below, neither the undersigned nor any of its affiliates,
officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position
or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.


 


State any exceptions here:


 


		7.	Plan of Distribution:



 


The undersigned has reviewed the form of Plan of Distribution attached
as Annex A to the Registration Rights Agreement, and hereby confirms that, except as set forth below, the information contained therein
regarding the undersigned and its plan of distribution is correct and complete.


 


State any exceptions here:


 


***********


 


The undersigned agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein that may occur subsequent to the date hereof and prior to the effective date of any applicable
Resale Registration Statement. All notices hereunder and pursuant to the Agreement shall be made in writing, by hand delivery, confirmed
or facsimile transmission, first-class mail or air courier guaranteeing overnight delivery at the address set forth below. In the absence
of any such notification, the Company shall be entitled to continue to rely on the accuracy of the information in this Notice and Questionnaire.


 


By signing below, the undersigned consents to the disclosure of the
information contained herein in its answers to Items (1) through (7) above and the inclusion of such information in the Resale
Registration Statement and the Prospectus. The undersigned understands that such information will be relied upon by the Company in connection
with the preparation or amendment of any such Registration Statement and the Prospectus.


 


By signing below, the undersigned acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder,
particularly Regulation M in connection with any offering of Registrable Securities pursuant to the Resale Registration Statement. The
undersigned also acknowledges that it understands that the answers to this Questionnaire are furnished for use in connection with Registration
Statements filed pursuant to the Registration Rights Agreement and any amendments or supplements thereto filed with the Commission pursuant
to the Securities Act.


 


The undersigned hereby acknowledges and is advised of the following
Question 239.10 of the Securities Act Rules Compliance and Disclosure Interpretations regarding short selling:


 


“An Issuer filed a Form S-3 registration statement for
a secondary offering of common stock which is not yet effective. One of the selling stockholders wanted to do a short sale of common stock
 “against the box” and cover the short sale with registered shares after the effective date. The issuer was advised that the
short sale could not be made before the registration statement become effective, because the shares underlying the short sale are deemed
to be sold at the time such sale is made. There would, therefore, be a violation of Section 5 if the shares were effectively sold
prior to the effective date.”


 


By returning this Questionnaire, the undersigned will be deemed to
be aware of the foregoing interpretation.


 


I confirm that, to the best of my knowledge and belief, the foregoing
statements (including without limitation the answers to this Questionnaire) are correct.


 






     


     


    

 


IN WITNESS WHEREOF the undersigned, by authority duly given, has caused
this Questionnaire to be executed and delivered either in person or by its duly authorized agent.


 


	Dated:	Beneficial Owner:
	 
	 	By:  	 
	 	 	Name:
	 	 	Title:
	 	 	 
	PLEASE EMAIL OR FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:


 


[Name] 


[Address]