Exhibit 10.11


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) dated as of [·], 2017, by and among
Inhibikase Therapeutics, Inc., a Delaware corporation (the “Company”) and [MW] (the “Stockholder”).
Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in Section 1.


 


WHEREAS, the Stockholder
desire to enter into this Agreement in order to provide for certain registration rights with respect to the Company.


 


NOW, THEREFORE, in consideration
of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby agree as follows:


 


1.          Definitions.
As used herein, the following terms shall have the following meanings:


 


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


 


“Board”
means the Board of Directors of the Company.


 


“Common Stock”
means, collectively, (i) the Company’s Common Stock, $0.001 par value per share; (ii) any other class of common stock of
the Company; and (iii) any capital stock of the Company issued or issuable with respect to the securities referred to in clauses
(i) or (ii) above whether by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization.


 


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


 


“Demand Registrations”
has the meaning set forth in Section 2(a)(ii).


 


“Equity Securities”
means, as applicable, (i) any capital stock or other share capital; (ii) any securities directly or indirectly convertible into
or exchangeable for any capital stock or other share capital or containing any profit participation features; (iii) any rights
or options directly or indirectly to subscribe for or to purchase any capital stock, other share capital or securities containing
any profit participation features or to subscribe for or to purchase any securities directly or indirectly convertible into or
exchangeable for any capital stock, other share capital or securities containing any profit participation features; or (iv) any
securities issued or issuable with respect to the securities referred to in clauses (i) through (iii) above in connection with
a combination of shares, exchange, recapitalization, merger, consolidation or other reorganization.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“FINRA”
means the Financial Industry Regulatory Authority.


 


“Free Writing Prospectus”
means a free–writing prospectus, as defined in Rule 405 of the Securities Act.


 




    	 



    	




    

 


“IPO”
means the initial public offering of the Company.


 


“Long-Form Registrations”
has the meaning set forth in Section 2(a)(i).


 


Person” means
an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization or other entity, or a governmental entity (or any department, agency or political subdivision
thereof).


 


“Piggyback Registration”
has the meaning set forth in Section 3(a).


 


“Public Offering”
means an underwritten public offering and sale of Common Stock pursuant to an effective registration statement under the Securities
Act; provided, that a Public Offering shall not include an offering made in connection with a business acquisition or combination
pursuant to a registration statement on Form S-4 or any similar form, or an employee benefit plan pursuant to a registration statement
on Form S-8 or any similar form.


 


“Registrable Securities”
means (i) any Common Stock acquired by, issued or issuable to, or otherwise owned by any party hereto (or any such party’s
affiliates on or after the date hereof and (ii) any Equity Securities of the Company issued or issuable (directly or indirectly)
with respect to the securities referred to in clause (i) by way of a stock dividend or stock split or in connection with a combination
of stock, recapitalization, merger, consolidation or other reorganization. For purposes of this Agreement, a Person will be deemed
to be a holder of Registrable Securities whenever such Person has the right to acquire directly or indirectly such Registrable
Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions
or limitations upon the exercise of such right), whether or not such acquisition has actually been effected. Such securities will
cease to be Registrable Securities when sold pursuant to Rule 144 or any offering registered under the Securities Act. Notwithstanding
anything herein to the contrary, the Company shall not be required to register any Equity Securities other than Common Stock.


 


“Registration Expenses”
means all fees and expenses incident to the Company’s performance of or compliance with this Agreement, including, without
limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be
made with FINRA in connection with an underwritten offering, (B) fees and expenses of compliance with state securities or “blue
sky” laws, and (C) transfer taxes); (ii) printing, messenger, telephone and delivery expenses; (iii) fees and disbursements
of counsel for the Company; (iv) the reasonable fees and disbursements of one (1) counsel for the Stockholder, which counsel shall
be chosen by Stockholder; (v) fees and disbursements of all independent certified public accountants referred to in Section
4; (vi) underwriters’ fees and expenses (excluding discounts, commissions, or fees of underwriters, selling brokers,
dealer managers or similar securities industry professionals relating to the distribution of the Registrable Securities); (vii)
Securities Act liability insurance, if the Company so desires such insurance; (viii) internal expenses of the Company; (ix) the
expense of any annual audit; (x) the fees and expenses incurred in connection with the listing of the securities to be registered
on any securities exchange; and (xi) the fees and expenses of any Person, including special experts, retained by the Company.


 




    	2



    	




    

 


“Rule 144”
means Rule 144 under the Securities Act (or any similar rule then in force).


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Shelf Registration
Statement” has the meaning set forth in Section 2(c).


 


“Short-Form Registrations”
has the meaning set forth in Section 2(a)(i).


 


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


 


2.           Demand
Registrations.


 


(a)          Requests
for Registration.


 


(i)          Subject
to this Section 2, at any time following the first anniversary of the closing of the IPO, the Stockholder may request registration,
whether underwritten or otherwise, under the Securities Act of the Registerable Securities held by the Stockholder, on the date
thereon, on Form S-1 or any similar long-form registration (“Long-Form Registrations”) or on Form S-3 or
any similar short-form registration (“Short-Form Registrations”), if available.


 


(ii)         Each
request for a Long-Form Registration or a Short-Form Registration pursuant to Section 2(a)(i) shall specify the approximate
number of Registrable Securities requested to be registered, the anticipated per share price range for such offering and the intended
method of distribution. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand
Registrations”.


 


(b)          Long-Form
Registrations. The Stockholder will be entitled to request two (2) Long-Form Registrations and the Company will pay all Registration
expenses associated therewith. A registration will not count as such a permitted Long-Form Registration until it has become effective.


 


(c)          Short-Form
Registrations. The Stockholder will be entitled to request an unlimited number of Short-Form Registrations and the Company
will pay all Registration Expenses associated therewith; provided, however, that the Company will not be required to effect
a Short-Form Registration if the Company has already effected two (2) Short-Form Registrations for the Stockholder in the immediately
preceding twelve (12) month period. After the Company has become subject to the reporting requirements of the Exchange Act, the
Company will use its commercially reasonable efforts to make Short-Form Registrations available for the sale of Registrable Securities
on a shelf registration statement on Form S-3, pursuant to Rule 415(a)(1)(x) under the Securities Act (a “Shelf Registration
Statement”).


 


(d)          Restrictions
on Demand Registrations. The Company will not be obligated to effect any Demand Registration (i) within three (3) months
after the effective date of a previous Demand Registration or (ii) if the Company shall furnish to the Stockholder a certificate
stating that in the good faith judgment of the Board, it would be materially harmful to the economic prospects of the Company for
such Demand Registration to be effected at such time, in which event the Company shall have the right to defer such filing for
a period of not more than 60 days after receipt of the initial request for the Demand Registration; provided that such right
to delay a request shall be exercised by the Company not more than twice in any twelve-month period; provided, further,
that in such event, the Stockholder shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration
shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all Registration Expenses associated
therewith.


 




    	3



    	




    

 


3.           Piggyback
Registrations.


 


(a)          Right
to Piggyback. Whenever the Company proposes to register any shares of its Common Stock under the Securities Act (other than
pursuant to (i) the Company’s IPO (if the applicable underwriters request that only securities to be sold by the Company
be included in such offering), (ii) a Demand Registration (which shall be governed by Section 2 hereof) or (iii) a registration
statement on Form S-8 or S-4 or any similar or successor form) and the registration form to be used may be used for the registration
of Registrable Securities (a “Piggyback Registration”), the Company will give at least 30 days’ prior
written notice to Stockholder of its intention to effect such a registration and will, subject to the provisions of this Agreement
including clauses (c) and (d) below, include in such registration (and in all related registrations or qualifications under blue
sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with
respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the receipt of
the Company’s notice.


 


(b)          Priority
on Piggyback Registrations. The Company will include in such registration all securities requested to be included in such registration;
provided that if the managing underwriters advise the Company in writing that in their opinion the number of securities
requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting
the marketability of the offering, the Company will include in such registration (i) first, the securities the Company
proposes to sell, (ii) second, the number of Registrable Securities requested to be included in such registration by
the Stockholder, and (iii) third, other securities, if any, requested to be included in such registration pro rata,
if necessary, among the holders of such other securities on the basis of the number of such other securities requested to be included
therein by each such holder.


 


(c)          Obligations
of Seller. During such time as the Stockholder may be engaged in a distribution of securities pursuant to an underwritten Piggyback
Registration, the Stockholder shall distribute any Registrable Securities held by the Stockholder only under the registration statement
and solely in the manner described therein.


 


(d)          Registration
Expenses. The Company will pay all Registration Expenses in connection with any Piggyback Registration whether or not such
Piggyback Registration has become effective.


 


4.           Registration
Procedures. Whenever the Stockholder requests that any Registrable Securities be registered pursuant to this Agreement,
the Company will use commercially reasonable efforts to effect the registration and the sale of such Registrable Securities in
accordance with the intended method of disposition thereof. Pursuant thereto, the Company will as expeditiously as possible:


 




    	4



    	




    

 


(a)          in
accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and file with the Securities
and Exchange Commission a registration statement, and all amendments and supplements thereto and related prospectuses, with respect
to such Registrable Securities and use commercially reasonable efforts to cause such registration statement to become effective;
provided, that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company
will furnish to one counsel selected by Stockholder copies of all such documents proposed to be filed which documents shall be
subject to the review and comment of such counsel, and include in any registration statement or prospectus, as applicable, such
additional information reasonably requested Stockholder, or the underwriters, if any, for marketing purposes, whether or not required
by applicable securities laws;


 


(b)          notify
Stockholder of the effectiveness of each registration statement (including a Shelf Registration Statement) filed hereunder and
prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the lesser of
(x) 180 days and (y) such shorter period which will terminate when all Registrable Securities covered by the registration
statement have been sold and comply with the provisions of the Securities Act with respect to the disposition of all securities
covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers
thereof set forth in such registration statement; provided, that in the case of the Shelf Registration Statement, the Company
shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities
Act in order to permit the prospectus forming part of the Shelf Registration Statement to be usable by the Stockholder until the
earlier of (a) the date upon which all Registrable Securities covered by the Shelf Registration Statement have been sold pursuant
to the Shelf Registration Statement and (b) the date upon which all included securities have ceased to be Registrable Securities;


 


(c)          furnish
to Stockholder thereunder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus
included in such registration statement (including each preliminary prospectus), each Free Writing Prospectus and such other documents
as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by Stockholder;


 


(d)          use
commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws
of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary
or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such
seller; provided, that the Company will not be required to (i) qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in any such jurisdiction
or (iii) consent to general service of process (i.e., service of process which is not limited solely to securities
law violations) in any such jurisdiction;


 




    	5



    	




    

 


(e)          notify
Stockholder (i) promptly after it receives notice thereof, of the date and time when such registration statement and each
post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration
statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law
or any exemption thereunder has been obtained, (ii) promptly after receipt thereof, of any request by the Securities and Exchange
Commission for the amendment or supplementing of such registration statement or prospectus or for additional information, and (iii)
at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event
the result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits
any fact necessary to make the statements therein not misleading, and in such event, at the request of any such seller, the Company
will promptly prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make
the statements therein not misleading;


 


(f)          prepare
and file promptly with the Securities and Exchange Commission, and notify the Stockholder prior to the filing of, such amendments
or supplements to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the
time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event has occurred
the result of which any such prospectus or any other prospectus as then in effect would include 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, in case the Stockholder or any underwriter for the Stockholder is required to deliver a prospectus at a time when the prospectus
then in circulation is not in compliance with the Securities Act or the rules and regulations promulgated thereunder, the Company
shall use commercially reasonable efforts to prepare promptly upon request of the Stockholder or underwriter such amendments or
supplements to such registration statement and prospectus as may be necessary in order for such prospectus to comply with the requirements
of the Securities Act and such rules and regulations;


 


(g)          cause
all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are
then listed;


 


(h)          provide
a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;


 


(i)          enter
into and perform such customary agreements (including underwriting agreements in customary form) and take all such other actions
as the Stockholder reasonably requests in order to expedite or facilitate the disposition of such Registrable Securities (including,
without limitation, participation in “road shows,” investor presentations and marketing events);


 


(j)          make
available at reasonable times for inspection by Stockholder, any underwriter participating in any disposition pursuant to such
registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and
other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors,
employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such registration statement subject to the applicable Person(s) executing a nondisclosure
agreement in reasonable form and substance if reasonably required by the Company;


 


(k)          otherwise
use commercially reasonable efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission,
and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at
least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date
of the registration statement (or, if such information is not available, the most recently available information), which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;


 




    	6



    	




    

 


(l)          permit
the Stockholder which, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling Person of the
Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of
material, furnished to the Company in writing, which in the reasonable judgment of the Stockholder and its counsel should be included;


 


(m)          use
commercially reasonable efforts to prevent the issuance of any stop order suspending the effectiveness of a registration statement,
or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Equity Securities
included in such registration statement for sale in any jurisdiction, and in the event of the issuance of any such stop order or
other such order the Company shall advise the Stockholder of such stop order or other such order promptly after it shall receive
notice or obtain knowledge thereof and shall use commercially reasonable efforts to promptly obtain the withdrawal of such order;


 


(n)          use
commercially reasonable efforts to cause such Registrable Securities covered by such registration statement to be registered with
or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate
the disposition of such Registrable Securities;


 


(o)          use
commercially reasonable efforts to obtain and to provide to the underwriters managing the registered public offering with a copy
to the Stockholder if it is participating in such registration a “cold comfort” letter from the Company’s independent
public accountants in customary form and covering such matters of the type customarily covered by “cold comfort” letters
as the Stockholder reasonably requests;


 


(p)          provide
a legal opinion of the Company’s outside counsel to the underwriters managing the registered public offering, dated the effective
date of such registration statement (and, if such registration includes an underwritten public offering, dated the date of the
closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the
prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form
and covering such matters of the type customarily covered by legal opinions of such nature; and


 


(q)          use
commercially reasonable efforts to cooperate in a timely manner with a request of the Stockholder in respect of any block trade
or other transaction that is registered pursuant to a Shelf Registration Statement that is not a firm commitment underwritten offering
(each, an “Alternative Transaction”), including entering into customary agreements with respect to such Alternative
Transactions (and providing customary representations, warranties, covenants and indemnities in such agreements) as well as providing
other reasonable assistance in respect of such Alternative Transactions of the type applicable to a public offering subject to
Section 4, to the extent customary for such transactions.


 




    	7



    	




    

 


If any such registration or comparable statement
refers to any holder by name or otherwise as the holder of any securities of the Company and if, in its sole and exclusive judgment,
such holder is or might be deemed to be a controlling Person of the Company, such holder shall have the right to require (i) the
insertion therein of language, in form and substance reasonably satisfactory to such holder and presented to the Company in writing,
to the effect that the holding by such holder of such securities is not to be construed as a recommendation by such holder of the
investment quality of the Company’s securities covered thereby and that such holding does not imply that such holder will
assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such holder
by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference
to such holder; provided, that with respect to this clause (ii), such holder shall furnish to the Company an opinion of
counsel to such effect, which opinion and counsel shall be reasonably satisfactory to the Company.


 


5.           Registration
Expenses. All Registration Expenses shall be borne as provided in this Agreement, except that the Company shall, in any
event, pay (i) its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), (ii) the expense of any annual audit or quarterly review, (iii) the expense of any liability insurance
and (iv) the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities
issued by the Company are then listed. Each Person that sells securities pursuant to a Demand Registration or Piggyback Registration
hereunder shall bear and pay all underwriting discounts and commissions applicable to the securities sold for such Person’s
account.


 


6.           Indemnification.


 


(a)          The
Company agrees to indemnify, to the extent permitted by law, each holder of Registrable Securities, its partners, members, officers
and directors and each Person who controls such holder (within the meaning of the Securities Act) against all losses, claims, damages,
liabilities and expenses arising out of or based upon (i) any untrue or alleged untrue statement of material fact contained in
any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto used for the sale
of Registrable Securities, or any omission or alleged omission of a material fact required to be stated therein or necessary to
make the statements therein not misleading or (ii) any failure of the Company to comply with the requirements of the Securities
Act, the Exchange Act, the rules and regulations of the Securities Exchange Commission or the securities or blue sky laws and regulations
of any other applicable jurisdiction in connection with the sale of Registrable Securities. The Company shall reimburse such holder,
partners, members, director, officer or controlling Person for any legal or other expenses reasonably incurred by such holder,
partner, member, director, officer or controlling Person in connection with the investigation or defense of such loss, claim, damage,
liability or expense, except insofar as the same are caused by or contained in any information furnished in writing to the Company
by such holder expressly for use therein or by such holder’s failure to deliver a copy of the registration statement, prospectus
or any amendments or supplements thereto after the Company has furnished such holder with a sufficient number of copies of the
same. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors and
each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with
respect to the indemnification of the holders of Registrable Securities.


 




    	8



    	




    

 


(b)          In
connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will
furnish to the Company in writing such information relating to such holder as is required to be included in any such registration
statement or prospectus and, to the extent permitted by law, will (i) indemnify the Company, its directors and officers and
each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities
and expenses resulting from any untrue or alleged untrue statement of material fact (relating to such holder and provided by such
holder to the Company or the Company’s agent) contained in the registration statement, prospectus, preliminary prospectus,
any amendment thereof, supplement thereto or any omission or alleged omission of a material fact required to be stated therein
or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained
in, or based upon, any information or affidavit so furnished in writing by such holder; provided, that the obligation to
indemnify will be individual, not joint and several, to each holder and will be limited to the net amount of proceeds actually
received by such holder from the sale of Registrable Securities pursuant to such registration statement, and (ii) reimburse the
Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act) for any
legal or other expenses reasonably incurred by such Persons in connection with the investigation or defense of such loss, claim,
damage, liability or expense, except insofar as the same are caused by or contained in any information furnished to such holder
of Registrable Securities by such Persons expressly for use therein.


 


(c)          Any
Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification; provided, that failure to give such notice shall not affect the right of such
Person to indemnification hereunder unless such failure is materially prejudicial to the indemnifying party’s ability to
defend such claim, and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory
to the indemnified party unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified
and indemnifying parties may exist with respect to such claim. If such defense is assumed, the indemnifying party will not be liable
for any settlement of any such claim without its prior written consent, which will not be unreasonably withheld, but if settled
with such consent or if there be a final judgment for the plaintiff, the indemnifying party shall, to the extent otherwise provided
herein, indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Without
an indemnified party’s prior written consent, which will not be unreasonably withheld, no indemnifying party shall effect
any settlement of any claim in respect of which any indemnified party is a party and indemnity could have been sought hereunder
by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability
with respect thereto or arising therefrom or if such settlement involves injunctive relief against such indemnified party. An indemnifying
party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses
of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable
judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified
parties with respect to such claim.


 




    	9



    	




    

 


(d)          The
indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by
or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive
the transfer of securities. The Company and each holder also agree to make such provisions, as are reasonably requested by any
indemnified party, for contribution to such party in the event the indemnification provided for herein is unavailable for any reason.


 


(e)          If
the indemnification provided for in this Section 6 is held by a court of competent jurisdiction to be unavailable to
an indemnified party or is otherwise unenforceable with respect to any loss, claim, damage, liability or action referred to herein,
then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts 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 indemnifying party, on the one hand, and of the indemnified party, on the other hand, in connection
with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant
equitable considerations; provided that the maximum amount of liability in respect of such contribution shall be limited,
in the case of each seller of Registrable Securities, to an amount equal to the net proceeds actually received by such seller from
the sale of Registrable Securities effected pursuant to such registration. The relative fault of the indemnifying party and of
the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of
a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified
party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement
or omission. The parties hereto agree that it would not be just or equitable if the contribution pursuant to this Section 6(e)
were to be determined by pro rata allocation or by any other method of allocation that does not take into account such equitable
considerations. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses
referred to herein shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending against any action or claim which is the subject hereof. 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 is not guilty
of such fraudulent misrepresentation.


 


(f)          No
indemnifying party shall, except with the consent of the indemnified party, consent to the entry of any judgment or enter into
any settlement that (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect to such claim or litigation, (ii) includes a statement as to or an admission of
fault, culpability or a failure to act, by or on behalf of any indemnified party or (iii) requires any action other than the payment
of money by the indemnifying party.


 


(g)          Notwithstanding
the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered
into in connection with an underwritten public offering conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control.


 




    	10



    	




    

 


7.           Participation
in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such
Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by
the Person(s) entitled hereunder to approve such arrangements (including pursuant to any over-allotment or “green shoe”
option requested by the underwriters; provided, that the Stockholder shall not be required to sell more than the number
of Registrable Securities the Stockholder has requested to include) and (ii) completes and executes all customary questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting
arrangements; provided, that the Stockholder shall not be required to make any representations or warranties to the Company
or the underwriters other than representations and warranties regarding the Stockholder and the Stockholder’s intended method
of distribution. The Stockholder agrees to execute and deliver such other agreements as may be reasonably requested by the Company
and the lead managing underwriter(s).


 


8.           Rule
144 Reporting. With a view to making available to the holders of Registrable Securities the benefits of certain rules and
regulations of the Securities and Exchange Commission which may permit the sale of the Registrable Securities to the public without
registration, the Company agrees to use commercially reasonable efforts to:


 


(a)          make
and keep current public information available, within the meaning of Rule 144 or any similar or analogous rule promulgated under
the Securities Act, at all times after it has become subject to the reporting requirements of the Exchange Act;


 


(b)          file
with the Securities and Exchange Commission, in a timely manner, all reports and other documents required of the Company under
the Securities Act and Exchange Act (after it has become subject to such reporting requirements); and


 


(c)          so
long as any party hereto owns any Registrable Securities, furnish to such Person forthwith upon request, a written statement by
the Company as to its compliance with the reporting requirements of said Rule 144 (at any time commencing ninety (90) days
after the effective date of the first registration statement filed by the Company for an offering of its securities to the general
public), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); a copy
of the most recent annual or quarterly report of the Company; and such other reports and documents as such Person may reasonably
request in availing itself of any rule or regulation of the Securities and Exchange Commission allowing it to sell any such securities
without registration.


 


9.           Notices.
All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement will
be in writing and will be deemed to have been given when delivered personally, mailed by certified or registered mail, return receipt
requested and postage prepaid, sent via a nationally recognized overnight courier, or sent via email or facsimile to the recipient.
Such notices, demands and other communications will be sent to the Company and the Stockholder at the address set forth below or
at such address or to the attention of such other person as the recipient party has specified by prior written notice to the sending
party.


 


To the Stockholder:


 


To the Company:


 




    	11



    	




    

 


with a copy (which shall
not constitute notice to the Company) to:


 


Merrill Kraines, Esq.


Pepper Hamilton LLP

620 Eighth Avenue

New York, NY 10018




 


10.          Miscellaneous.


 


(a)          No
Inconsistent Agreements. The Company will not enter into any agreement which is inconsistent with or violates the rights granted
to the Stockholder in this Agreement.


 


(b)          Remedies.
The parties hereto shall be entitled to enforce their rights under this Agreement specifically to recover damages by reason of
any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree
and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that the
Company may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or
injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of
this Agreement.


 


(c)          Amendment
and Waiver. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall
be effective against the Company or the Stockholder unless such modification, amendment or waiver is approved in writing by the
Company and the Stockholder. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed
as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this
Agreement in accordance with its terms.


 


(d)          Successors
and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable
by the Company and its successors and permitted assigns, including any company which is a successor to the Company, and the Stockholder
and any subsequent holders of Registrable Securities and the respective successors, heirs and permitted assigns of each of them,
so long as they hold Registrable Securities. Notwithstanding the foregoing, the Company may not assign any of its rights or delegate
any of its duties hereunder without the prior written consent of the Stockholder.


 


(e)          Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable
law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other
jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.


 




    	12



    	




    

 


(f)          Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and shall be binding upon
the Stockholder who executed the same, but all such counterparts shall constitute the same agreement. The execution of this Agreement
by any of the parties may be evidenced by way of a facsimile transmission of such party’s signature, a photocopy of such
facsimile transmission or other electronic means, and such facsimile or other electronic signature shall be deemed to constitute
the original signature of such party hereto.


 


(g)          Governing
Law. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION
OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION
OTHER THAN THE STATE OF NEW YORK.


 


(h)          Time
is of the Essence; Computation of Time. Time is of the essence for each and every provision of this Agreement. Whenever the
last day for the exercise of any privilege or the discharge of any duty hereunder shall fall upon a Saturday, Sunday, or any date
on which commercial banks in the State of New York are authorized to be closed, the party having such privilege or duty may exercise
such privilege or discharge such duty on the next succeeding day which is a regular business day.


 


(i)          Descriptive
Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret,
define, or limit the scope, extent or intent of this Agreement or any provision of this Agreement.


 


(j)          Waiver
of Jury Trial. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY
SUIT, LEGAL ACTION OR PROCEEDING IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE VALIDITY,
INTERPRETATION, COLLECTION OR ENFORCEMENT THEREOF.


 


(k)          Venue;
Submission to Jurisdiction. ANY AND ALL SUITS, LEGAL ACTIONS OR PROCEEDINGS ARISING OUT OF THIS AGREEMENT SHALL BE BROUGHT
ONLY IN A COURT OF THE STATE OF NEW YORK LOCATED IN THE CITY OF NEW YORK AND EACH PARTY TO THIS AGREEMENT HEREBY SUBMITS TO AND
ACCEPTS THE EXCLUSIVE JURISDICTION OF SUCH COURT FOR THE PURPOSE OF SUCH SUITS, LEGAL ACTIONS OR PROCEEDINGS. IN ANY SUCH SUIT,
LEGAL ACTION OR PROCEEDING, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS
AND AGREES THAT SERVICE THEREOF MAY BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO HIM OR IT AT THE ADDRESS AS PROVIDED IN
SECTION 9 HEREOF. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH
HE OR IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OR ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING IN SUCH COURT AND HEREBY
FURTHER WAIVES ANY CLAIM THAT ANY SUIT, LEGAL ACTION OR PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


 




    	13



    	




    

 


(l)          Number
and Gender. Where the context so indicates, the masculine shall include the feminine, the neuter shall include the masculine
and feminine, and the singular shall include the plural.


 


(m)        Further
Assurances. Each party to this Agreement will execute and deliver such further instruments and take such additional actions,
as any other party may reasonably request to effect, consummate, confirm or evidence the transactions contemplated by this Agreement.


 


[Signature Pages Follow]


 




    	14



    	




    

 


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


 





	 	Inhibikase Therapeutics, Inc.







	 	By:	 
	 	 	Name:
	 	 	Title:



 


[Signature
Page to Registration Rights Agreement]


 






    	



    	




    

 





	 	[Stockholder]



 






	 	By: