Common use of Issuance of Common Stock Clause in Contracts

Issuance of Common Stock. TSRI hereby agrees to acquire from the Company, and the Company hereby agrees to issue to TSRI, (i) the Initial Shares and (ii) subject to the provisions below, the Additional Shares. The Company acknowledges that the issuance of the Shares to TSRI is irrevocable and non-refundable, and is not conditioned upon (a) whether the Company achieves any success with its licensing of Licensed Patent Rights, (b) whether the Company develops, uses or sells any Licensed Products, or (c) any other thing or event except as expressly described in Section 3.2 of the License Agreement. TSRI acknowledges and agrees that upon the issuance to TSRI of the Initial Shares, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI within […***…] after the Effective Date shall be satisfied, and that upon the issuance to TSRI of Additional Shares concurrently with each Financing Closing as provided for herein, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI upon each Financing Closing shall be satisfied. The closing of the issuance and acquisition of the Initial Shares (the “Initial Closing”) shall occur at the offices of the Company immediately following execution of this Agreement, or at such other time and place as the parties may mutually agree. Promptly following the Initial Closing, the Company will deliver a certificate representing the Initial Shares to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] in gross proceeds in the aggregate (inclusive of the gross proceeds raised by the Company in its Series A Preferred Stock equity financing as of the Execution Date), the Company shall issue a number of Additional Shares to TSRI as is […***…]% of the Outstanding Shares as of the date of each such Financing Closing (subject to the Additional Share Limitation), it being understood and agreed by the parties that, in connection with each acquisition of Additional Shares, the investment representations of TSRI contained in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver a certificate representing the applicable number of Additional Shares to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein to the contrary, the Company’s obligations and TSRI’s rights under this Agreement with respect to the issuance and acquisition of Additional Shares upon the occurrence of any Financing Closing shall apply only to the extent such Financing Closing is consummated before the earlier of (a) the initial public offering of the Company’s securities or (b) a sale of all or substantially all of the Company’s business to which the License Agreement relates, whether by merger, sale of stock, sale of assets or otherwise.

Issuance of Common Stock. TSRI FURTHER RESOLVED, that the Corporation is hereby agrees to acquire from the Company, and the Company hereby agrees authorized to issue to TSRILincoln Park Capital Fund, (i) the LLC, 113,636 shares of Common Stock as Initial Purchase Shares and (ii) subject to the provisions below, the Additional Shares. The Company acknowledges that the upon issuance of the Initial Purchase Shares pursuant to TSRI the Purchase Agreement the Initial Purchase Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is irrevocable hereby authorized to issue to Lincoln Park Capital Fund, LLC, 242,529 shares of Common Stock as Initial Commitment Shares and non-refundable, and is not conditioned upon (a) whether the Company achieves any success with its licensing of Licensed Patent Rights, (b) whether the Company develops, uses or sells any Licensed Products, or (c) any other thing or event except as expressly described in Section 3.2 of the License Agreement. TSRI acknowledges and agrees that upon the issuance to TSRI of the Initial SharesCommitment Shares pursuant to the Purchase Agreement the Initial Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the Available Amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Company’s obligations under Section 3.2 of the License Agreement Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with respect no personal liability attaching to the number of ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve 8,000,000 shares of its Common Stock for issuance as Purchase Shares under the Purchase Agreement. FURTHER RESOLVED, that the Corporation is hereby authorized to be issued to TSRI within […***…] after the Effective Date shall be satisfied, and that upon the issuance to TSRI of Additional Shares concurrently with each Financing Closing as provided for herein, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of issue 404,216 shares of its Common Stock (subject to be issued to TSRI upon each Financing Closing shall be satisfied. The closing equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) in connection with the purchase of the issuance and acquisition of the Initial Purchase Shares (the “Initial ClosingAdditional Commitment Shares”) shall occur at in accordance with the offices terms of the Company immediately following execution Purchase Agreement and that, upon issuance of this the Additional Commitment Shares pursuant to the Purchase Agreement, or at such other time the Additional Commitment Shares will be duly authorized, validly issued, fully paid and place as nonassessable with no personal liability attaching to the parties may mutually agree. Promptly following ownership thereof; and FURTHER RESOLVED, that the Initial Closing, the Company will deliver a certificate representing the Initial Shares to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] in gross proceeds in the aggregate (inclusive Corporation shall initially reserve 404,216 shares of the gross proceeds raised by the Company in its Series A Preferred Common Stock equity financing as of the Execution Date), the Company shall issue a number of Additional Shares to TSRI as is […***…]% of the Outstanding Shares as of the date of each such Financing Closing (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) for issuance as Additional Commitment Shares under the Additional Share Limitation), it being understood and agreed by the parties that, in connection with each acquisition of Additional Shares, the investment representations of TSRI contained in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver a certificate representing the applicable number of Additional Shares to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein to the contrary, the Company’s obligations and TSRI’s rights under this Agreement with respect to the issuance and acquisition of Additional Shares upon the occurrence of any Financing Closing shall apply only to the extent such Financing Closing is consummated before the earlier of (a) the initial public offering of the Company’s securities or (b) a sale of all or substantially all of the Company’s business to which the License Agreement relates, whether by merger, sale of stock, sale of assets or otherwisePurchase Agreement.

Issuance of Common Stock. TSRI hereby A. The Company undertakes and agrees that no instruction other than the instructions referred to acquire from in this Article V and customary stop transfer instructions prior to the registration and sale of the Common Stock pursuant to an effective Securities Act registration statement shall be given to its transfer agent for the Conversion Shares and the Warrant Shares and that the Conversion Shares and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way Buyer's obligations and agreement to comply with all applicable securities laws upon resale of such Common Stock. B. Buyer shall have the right to convert the Debenture and exercise the Warrant by telecopying an executed and completed Conversion Notice (as such term is defined in the Debenture) or Warrant Notice of Exercise (as such term is defined in the Warrant) to the Company, . Each date on which a Conversion Notice or Warrant Notice of Exercise is telecopied to and received by the Company hereby agrees to issue to TSRI, (i) the Initial Shares and (ii) subject to in accordance with the provisions below, hereof shall be deemed a Conversion Date (as such term is defined in the Additional SharesDebenture). The Company acknowledges that shall cause the transfer agent to transmit the certificates evidencing the Common Stock issuable upon conversion of the Debenture (together with a new debenture, if any, representing the principal amount of the Debenture not being so converted) or exercise of the Warrant (together with a new Warrant, if any, representing the amount of the Warrant not being so exercised) to Buyer via express courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC by electronic transfer, within three (3) business days after receipt by the Company of the Conversion Notice or Warrant Notice of Exercise(the "DELIVERY DATE"). C. Upon the conversion of the Debenture or exercise of the Warrant or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of the Shares an opinion of counsel) to TSRI is irrevocable and non-refundable, and is not conditioned upon (a) whether the Company achieves any success with its licensing of Licensed Patent Rights, (b) whether the Company develops, uses or sells any Licensed Products, or (c) any other thing or event except as expressly described in Section 3.2 of the License Agreement. TSRI acknowledges and agrees assure that upon the issuance to TSRI of the Initial Shares, the Company’s obligations under Section 3.2 's transfer agent shall issue stock certificates in the name of the License Agreement with respect Buyer (or its nominee) or such other persons as designated by Buyer and in such denominations to be specified at conversion representing the number of shares Common Stock of its common stock issuable upon such conversion or exercise. The Company warrants that the Conversion Shares and Warrant Shares will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Company Common Stock provided the Conversion Shares and Warrant Shares are being sold pursuant to an effective registration statement covering the Common Stock to be issued to TSRI within […***…] after sold or is otherwise exempt from registration when sold. D. The Company understands that a delay in the Effective Date shall be satisfied, and that upon the issuance to TSRI of Additional Shares concurrently with each Financing Closing as provided for herein, the Company’s obligations under Section 3.2 delivery of the License Agreement with respect Common Stock in the form required pursuant to this section, or the Mandatory Redemption Amount described in Section E hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the number of shares of its Common Stock Buyer. As compensation to be issued to TSRI upon each Financing Closing shall be satisfied. The closing of the issuance and acquisition of the Initial Shares (the “Initial Closing”) shall occur at the offices of the Company immediately following execution of this Agreement, or at Buyer for such other time and place as the parties may mutually agree. Promptly following the Initial Closingloss, the Company will deliver a certificate representing agrees to pay late payments to the Initial Shares Buyer for late issuance of Common Stock in the form required pursuant to TSRI at Section C hereof upon Conversion of the address set forth for TSRI on Debenture or late payment of the signature page hereto. Contingent and effective upon each Financing Closing until such time Mandatory Redemption Amount, in the amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 of Debenture principal amount being converted or redeemed. The Company has raised at least $[…***…] shall pay any payments incurred under this Section in gross proceeds immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Buyer, in the aggregate (inclusive event that the Company fails for any reason to effect delivery of the gross proceeds raised Common Stock by the Company in its Series A Preferred Stock equity financing as Delivery Date or make payment by the Mandatory Redemption Payment Date, the Buyer will be entitled to revoke all or part of the Execution Date), relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and the Buyer shall issue a number each be restored to their respective positions immediately prior to the delivery of Additional Shares to TSRI as is […***…]% of the Outstanding Shares as of such notice, except that late payment charges described above shall be payable through the date notice of each such Financing Closing (subject revocation or rescission is given to the Additional Share Limitation), it being understood and agreed by the parties that, in connection with each acquisition of Additional Shares, the investment representations of TSRI contained in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver a certificate representing the applicable number of Additional Shares to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein to the contrary, the Company’s obligations and TSRI’s rights under this Agreement with respect to the issuance and acquisition of Additional Shares upon the occurrence of any Financing Closing shall apply only to the extent such Financing Closing is consummated before the earlier of (a) the initial public offering of the Company’s securities or (b) a sale of all or substantially all of the Company’s business to which the License Agreement relates, whether by merger, sale of stock, sale of assets or otherwise.

Issuance of Common Stock. TSRI hereby A. The Company undertakes and agrees that no instruction other than the instructions referred to acquire from in this Article V and customary stop transfer instructions prior to the registration and sale of the Common Stock pursuant to an effective Securities Act registration statement shall be given to its transfer agent for the Conversion Shares and the Warrant Shares and that the Conversion Shares and the Warrant Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Registration Rights Agreement and applicable law. Nothing contained in this Section V.A. shall affect in any way Buyer’s obligations and agreement to comply with all applicable securities laws upon resale of such Common Stock. B. Buyer shall have the right to convert the Debenture and exercise the Warrant by telecopying an executed and completed Conversion Notice (as such term is defined in the Debenture) or Warrant Notice of Exercise (as such term is defined in the Warrant) to the Company, . Each date on which a Conversion Notice or Warrant Notice of Exercise is telecopied to and received by the Company hereby agrees to issue to TSRI, (i) the Initial Shares and (ii) subject to in accordance with the provisions below, hereof shall be deemed a Conversion Date (as such term is defined in the Additional SharesDebenture). The Company acknowledges that shall cause the transfer agent to transmit the certificates evidencing the Common Stock issuable upon conversion of the Debenture (together with a new debenture, if any, representing the principal amount of the Debenture not being so converted) or exercise of the Warrant (together with a new Warrant, if any, representing the amount of the Warrant not being so exercised) to Buyer via express courier, or if a Registration Statement covering the Common Stock has been declared effective by the SEC by electronic transfer, within three (3) business days after receipt by the Company of the Conversion Notice or Warrant Notice of Exercise(the “Delivery Date”). C. Upon the conversion of the Debenture or exercise of the Warrant or part thereof, the Company shall, at its own cost and expense, take all necessary action (including the issuance of the Shares an opinion of counsel) to TSRI is irrevocable and non-refundable, and is not conditioned upon (a) whether the Company achieves any success with its licensing of Licensed Patent Rights, (b) whether the Company develops, uses or sells any Licensed Products, or (c) any other thing or event except as expressly described in Section 3.2 of the License Agreement. TSRI acknowledges and agrees assure that upon the issuance to TSRI of the Initial Shares, the Company’s obligations under Section 3.2 's transfer agent shall issue stock certificates in the name of the License Agreement with respect Buyer (or its nominee) or such other persons as designated by Buyer and in such denominations to be specified at conversion representing the number of shares Common Stock of its common stock issuable upon such conversion or exercise. The Company warrants that the Conversion Shares and Warrant Shares will be unlegended, free-trading, and freely transferable, and will not contain a legend restricting the resale or transferability of the Company Common Stock provided the Conversion Shares and Warrant Shares are being sold pursuant to an effective registration statement covering the Common Stock to be issued to TSRI within […***…] after sold or is otherwise exempt from registration when sold. D. The Company understands that a delay in the Effective Date shall be satisfied, and that upon the issuance to TSRI of Additional Shares concurrently with each Financing Closing as provided for herein, the Company’s obligations under Section 3.2 delivery of the License Agreement with respect Common Stock in the form required pursuant to this section, or the Mandatory Redemption Amount described in Section E hereof, beyond the Delivery Date or Mandatory Redemption Payment Date (as hereinafter defined) could result in economic loss to the number of shares of its Common Stock Buyer. As compensation to be issued to TSRI upon each Financing Closing shall be satisfied. The closing of the issuance and acquisition of the Initial Shares (the “Initial Closing”) shall occur at the offices of the Company immediately following execution of this Agreement, or at Buyer for such other time and place as the parties may mutually agree. Promptly following the Initial Closingloss, the Company will deliver a certificate representing agrees to pay late payments to the Initial Shares Buyer for late issuance of Common Stock in the form required pursuant to TSRI at Section C hereof upon Conversion of the address set forth for TSRI on Debenture or late payment of the signature page hereto. Contingent and effective upon each Financing Closing until such time Mandatory Redemption Amount, in the amount of $100 per business day after the Delivery Date or Mandatory Redemption Payment Date, as the case may be, for each $10,000 of Debenture principal amount being converted or redeemed. The Company has raised at least $[…***…] shall pay any payments incurred under this Section in gross proceeds immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Buyer, in the aggregate (inclusive event that the Company fails for any reason to effect delivery of the gross proceeds raised Common Stock by the Company in its Series A Preferred Stock equity financing as Delivery Date or make payment by the Mandatory Redemption Payment Date, the Buyer will be entitled to revoke all or part of the Execution Date), relevant Notice of Conversion or rescind all or part of the notice of Mandatory Redemption by delivery of a notice to such effect to the Company whereupon the Company and the Buyer shall issue a number each be restored to their respective positions immediately prior to the delivery of Additional Shares to TSRI as is […***…]% of the Outstanding Shares as of such notice, except that late payment charges described above shall be payable through the date notice of each such Financing Closing (subject revocation or rescission is given to the Additional Share Limitation), it being understood and agreed by the parties that, in connection with each acquisition of Additional Shares, the investment representations of TSRI contained in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver a certificate representing the applicable number of Additional Shares to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein to the contrary, the Company’s obligations and TSRI’s rights under this Agreement with respect to the issuance and acquisition of Additional Shares upon the occurrence of any Financing Closing shall apply only to the extent such Financing Closing is consummated before the earlier of (a) the initial public offering of the Company’s securities or (b) a sale of all or substantially all of the Company’s business to which the License Agreement relates, whether by merger, sale of stock, sale of assets or otherwise.

Issuance of Common Stock. TSRI hereby agrees (a) When the Restricted Stock Units vest as described above, such Restricted Stock Units shall no longer be subject to acquire from forfeiture. Subject to the Companyterms of this Agreement, and Icagen shall issue or cause to be issued to the Company hereby agrees to issue to TSRIGrantee one share of Common Stock for each whole vested Restricted Unit on, or as soon as practicable after, each vesting date set forth above (ibut in any event by the thirtieth (30th) the Initial Shares and (ii) day following each such vesting date), subject to the provisions below, the Additional Shares. The Company acknowledges that the issuance satisfaction of the Shares to TSRI is irrevocable Grantee’s tax withholding obligations as described below. No fractional shares shall be issued under this Agreement and non-refundable, and is not conditioned upon (a) whether the Company achieves any success with its licensing of Licensed Patent Rights, fractional Units shall be handled as provided in Paragraph 3 hereof. (b) whether All obligations of Icagen and rights of Grantee under this Agreement shall be subject to the Company develops, uses or sells rights of Icagen as set forth in the Plan to withhold amounts required to be withheld for applicable taxes. The Grantee may elect with a five business day advance notice to Icagen to satisfy any Licensed Products, or (c) any other thing or event except as expressly described in Section 3.2 tax withholding obligation of the License Agreement. TSRI acknowledges and agrees that upon the issuance to TSRI of the Initial Shares, the Company’s obligations under Section 3.2 of the License Agreement Icagen with respect to the number of Restricted Stock Units by either a cash payment to Icagen or having shares of its Common Stock withheld by Icagen up to be issued to TSRI within […***…] after an amount that does not exceed the Effective Date shall be satisfiedminimum applicable withholding tax rate for federal (including FICA), state, and that upon local tax liabilities (“Applicable Withholding Taxes”), subject to the issuance to TSRI terms of Additional Shares concurrently with each Financing Closing as provided for herein, the Company’s obligations under Section 3.2 9(e) of the License Agreement Plan. If no election has been made, Icagen will withhold shares to satisfy withholding obligations, and Grantee hereby authorizes Icagen to distribute the shares of Common Stock with respect to the Restricted Stock Units net of the number of whole shares of Common Stock the aggregate market value of which is equal to the minimum Applicable Withholding Taxes. The Grantee further agrees that any additional amounts required for payment of the Applicable Withholding Taxes may be withheld by Icagen from any other payments due to Grantee, including through the Grantee’s paycheck. (c) The obligation of Icagen to deliver shares hereunder shall also be subject to the condition that if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the shares of Common Stock upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issue of shares, the shares may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. The issuance of shares of its Common Stock to be issued the Grantee pursuant to TSRI upon each Financing Closing shall be satisfied. The closing this Agreement is subject to any applicable taxes and other laws or regulations of the issuance and acquisition of the Initial Shares (the “Initial Closing”) shall occur at the offices of the Company immediately following execution of this Agreement, United States or at such other time and place as the parties may mutually agree. Promptly following the Initial Closing, the Company will deliver a certificate representing the Initial Shares to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] in gross proceeds in the aggregate (inclusive of the gross proceeds raised by the Company in its Series A Preferred Stock equity financing as of the Execution Date), the Company shall issue a number of Additional Shares to TSRI as is […***…]% of the Outstanding Shares as of the date of each such Financing Closing (subject to the Additional Share Limitation), it being understood and agreed by the parties that, in connection with each acquisition of Additional Shares, the investment representations of TSRI contained in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver a certificate representing the applicable number of Additional Shares to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein to the contrary, the Company’s obligations and TSRI’s rights under this Agreement with respect to the issuance and acquisition of Additional Shares upon the occurrence of any Financing Closing shall apply only state having jurisdiction thereof. (d) The Grantee agrees to be bound by Icagen’s policies regarding transfer of shares of Common Stock and understands that there may be certain times during the extent such Financing Closing is consummated before the earlier of (a) the initial public offering of the Company’s securities or (b) a sale of all or substantially all of the Company’s business to year in which the License Agreement relatesGrantee will be prohibited from selling, whether by mergertransferring, sale of stockpledging, sale of assets donating, assigning, mortgaging, hypothocating or otherwiseencumbering shares.

Issuance of Common Stock. TSRI hereby agrees (a) When the Restricted Stock Units vest as described above, such Restricted Stock Units shall no longer be subject to acquire from forfeiture. Subject to the Companyterms of this Agreement, and Icagen shall issue or cause to be issued to the Company hereby agrees to issue to TSRIGrantee one share of Common Stock for each whole vested Restricted Stock Unit on, or as soon as practicable after, the date the Restricted Stock Units vest in accordance with Paragraph 3 (ibut in any event by the thirtieth (30th) the Initial Shares and (ii) day following such date), subject to the provisions satisfaction of the Grantee’s tax withholding obligations as described below. (b) All obligations of Icagen and rights of Grantee under this Agreement shall be subject to the rights of Icagen as set forth in the Plan to withhold any amounts that may be required to be withheld by Icagen for applicable taxes. In the event Icagen determines it has tax withholding obligations with respect to the Restricted Stock Units, the Additional Shares. The Company acknowledges that Grantee agrees to arrange for the satisfaction of the minimum amount of such tax withholding obligations in a manner acceptable to Icagen as a condition to the issuance of the Shares to TSRI is irrevocable and non-refundable, and is not conditioned upon (a) whether the Company achieves any success with its licensing shares of Licensed Patent Rights, (b) whether the Company develops, uses or sells any Licensed Products, or Common Stock under Paragraph 4(a). (c) The obligation of Icagen to deliver shares hereunder shall also be subject to the condition that if at any other thing time the Committee shall determine in its discretion that the listing, registration or event except as expressly described in Section 3.2 qualification of the License Agreement. TSRI acknowledges and agrees that shares of Common Stock upon any securities exchange or under any state or federal law, or the issuance to TSRI consent or approval of the Initial Sharesany governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Company’s obligations under Section 3.2 issue of shares, the License Agreement with respect shares may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the number Committee. The issuance of shares of its Common Stock to be issued the Grantee pursuant to TSRI within […***…] after the Effective Date shall be satisfied, this Agreement is subject to any applicable taxes and that upon the issuance to TSRI of Additional Shares concurrently with each Financing Closing as provided for herein, the Company’s obligations under Section 3.2 other laws or regulations of the License Agreement with respect United States or of any state having jurisdiction thereof. (d) The Grantee agrees to the number be bound by Icagen’s policies regarding transfer of shares of its Common Stock to and understands that there may be issued to TSRI upon each Financing Closing shall be satisfied. The closing of certain times during the issuance and acquisition of the Initial Shares (the “Initial Closing”) shall occur at the offices of the Company immediately following execution of this Agreement, or at such other time and place as the parties may mutually agree. Promptly following the Initial Closing, the Company will deliver a certificate representing the Initial Shares to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] year in gross proceeds in the aggregate (inclusive of the gross proceeds raised by the Company in its Series A Preferred Stock equity financing as of the Execution Date), the Company shall issue a number of Additional Shares to TSRI as is […***…]% of the Outstanding Shares as of the date of each such Financing Closing (subject to the Additional Share Limitation), it being understood and agreed by the parties that, in connection with each acquisition of Additional Shares, the investment representations of TSRI contained in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver a certificate representing the applicable number of Additional Shares to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein to the contrary, the Company’s obligations and TSRI’s rights under this Agreement with respect to the issuance and acquisition of Additional Shares upon the occurrence of any Financing Closing shall apply only to the extent such Financing Closing is consummated before the earlier of (a) the initial public offering of the Company’s securities or (b) a sale of all or substantially all of the Company’s business to which the License Agreement relatesGrantee will be prohibited from selling, whether by mergertransferring, sale of stockpledging, sale of assets donating, assigning, mortgaging, hypothocating or otherwiseencumbering shares.

Issuance of Common Stock. TSRI FURTHER RESOLVED, that the Company is hereby agrees authorized to acquire from issue to Lincoln Park Capital Fund, LLC, $875,000 of shares of Common Stock as Commitment Shares on the Companydate of closing (“Closing”) of our contemplated business combination with D-Wave and DPCM in accordance with Section 5(e)(i) of the Purchase Agreement, and that upon issuance, such Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Company is hereby authorized to either (i) issue $1,750,000 of shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) as Commitment Shares on the date that is one business day prior to the date of filing of the Registration Statement, or (ii) pay to the Investor, within ninety (90) days of the date of Closing, an amount in cash, by wire transfer of immediately available funds, equal to $1,750,000 in accordance with the Section 5(e)(ii) of the Purchase Agreement and that, upon issuance, such Commitment Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Company shall reserve [•] shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) for issuance as Commitment Shares under the Purchase Agreement, and the Company shall adjust such reserve from time to time as shall be necessary, proper or desirable to carry into effect the purpose, obligations under, and intent of the Purchase Agreement; and FURTHER RESOLVED, that the Company is hereby agrees authorized to issue to TSRI, (i) shares of Common Stock upon the Initial purchase of Purchase Shares and (ii) subject up to the provisions belowAvailable Amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, the Additional Shares. The Company acknowledges that the upon issuance of the Purchase Shares pursuant to TSRI is irrevocable and non-refundable, and is not conditioned upon (a) whether the Company achieves any success with its licensing of Licensed Patent Rights, (b) whether the Company develops, uses or sells any Licensed Products, or (c) any other thing or event except as expressly described in Section 3.2 of the License Purchase Agreement. TSRI acknowledges and agrees that upon the issuance to TSRI of the Initial Shares, the Company’s obligations under Section 3.2 of the License Agreement Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with respect no personal liability attaching to the number of shares of its Common Stock to be issued to TSRI within […***…] after the Effective Date shall be satisfiedownership thereof; and FURTHER RESOLVED, and that upon the issuance to TSRI of Additional Shares concurrently with each Financing Closing as provided for herein, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI upon each Financing Closing shall be satisfied. The closing of the issuance and acquisition of the Initial Shares (the “Initial Closing”) shall occur at the offices of the Company immediately following execution of this Agreement, or at such other time and place as the parties may mutually agree. Promptly following the Initial Closing, the Company will deliver a certificate representing the Initial Shares to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] in gross proceeds in the aggregate (inclusive of the gross proceeds raised by the Company in its Series A Preferred Stock equity financing as of the Execution Date), the Company shall issue a number initially reserve [•] shares of Additional Common Stock for issuance as Purchase Shares under the Purchase Agreement, and the Company shall adjust such reserve from time to TSRI time as is […***…]% shall be necessary, proper or desirable to carry into effect the purpose, obligations under, and intent of the Outstanding Shares as of the date of each such Financing Closing (subject to the Additional Share Limitation), it being understood and agreed by the parties that, in connection with each acquisition of Additional Shares, the investment representations of TSRI contained in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver a certificate representing the applicable number of Additional Shares to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein to the contrary, the Company’s obligations and TSRI’s rights under this Agreement with respect to the issuance and acquisition of Additional Shares upon the occurrence of any Financing Closing shall apply only to the extent such Financing Closing is consummated before the earlier of (a) the initial public offering of the Company’s securities or (b) a sale of all or substantially all of the Company’s business to which the License Agreement relates, whether by merger, sale of stock, sale of assets or otherwisePurchase Agreement.

Issuance of Common Stock. TSRI hereby agrees (a) When the Restricted Stock Units vest as described above, such Restricted Stock Units shall no longer be subject to acquire from forfeiture. Subject to the Companyterms of this Agreement, and Icagen shall issue or cause to be issued to the Company hereby agrees to issue to TSRIGrantee one share of Common Stock for each whole vested Restricted Unit on, or as soon as practicable after, each vesting date set forth above (ibut in any event by the thirtieth (30th) the Initial Shares and (ii) day following each such vesting date), subject to the provisions below, the Additional Shares. The Company acknowledges that the issuance satisfaction of the Shares to TSRI is irrevocable Grantee’s tax withholding obligations as described below. No fractional shares shall be issued under this Agreement and non-refundable, and is not conditioned upon (a) whether the Company achieves any success with its licensing of Licensed Patent Rights, fractional Units shall be handled as provided in Paragraph 3 hereof. (b) whether All obligations of Icagen and rights of Grantee under this Agreement shall be subject to the Company develops, uses or sells rights of Icagen as set forth in the Plan to withhold amounts required to be withheld for applicable taxes. The Grantee may elect with a 30 day advance notice to Icagen to satisfy any Licensed Products, or (c) any other thing or event except as expressly described in Section 3.2 tax withholding obligation of the License Agreement. TSRI acknowledges and agrees that upon the issuance to TSRI of the Initial Shares, the Company’s obligations under Section 3.2 of the License Agreement Icagen with respect to the number of Restricted Stock Units by either by a cash payment to Icagen or having shares of its Common Stock withheld by Icagen up to be issued to TSRI within […***…] after an amount that does not exceed the Effective Date shall be satisfiedminimum applicable withholding tax rate for federal (including FICA), state, and that upon local tax liabilities (“Applicable Withholding Taxes”), subject to the issuance to TSRI terms of Additional Shares concurrently with each Financing Closing as provided for herein, the Company’s obligations under Section 3.2 9(e) of the License Agreement Plan. If no election has been made, Icagen will withhold shares to satisfy withholding obligations, and Grantee hereby authorizes Icagen to distribute the shares of Common Stock with respect to the Restricted Stock Units net of the number of whole shares of Common Stock the aggregate market value of which is equal to the minimum Applicable Withholding Taxes. The Grantee further agrees that any additional amounts required for payment of the Applicable Withholding Taxes may be withheld by Icagen from any other payments due to Grantee, including through the Grantee’s paycheck. (c) The obligation of Icagen to deliver shares hereunder shall also be subject to the condition that if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the shares of Common Stock upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issue of shares, the shares may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. The issuance of shares of its Common Stock to be issued the Grantee pursuant to TSRI upon each Financing Closing shall be satisfied. The closing this Agreement is subject to any applicable taxes and other laws or regulations of the issuance and acquisition of the Initial Shares (the “Initial Closing”) shall occur at the offices of the Company immediately following execution of this Agreement, United States or at such other time and place as the parties may mutually agree. Promptly following the Initial Closing, the Company will deliver a certificate representing the Initial Shares to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] in gross proceeds in the aggregate (inclusive of the gross proceeds raised by the Company in its Series A Preferred Stock equity financing as of the Execution Date), the Company shall issue a number of Additional Shares to TSRI as is […***…]% of the Outstanding Shares as of the date of each such Financing Closing (subject to the Additional Share Limitation), it being understood and agreed by the parties that, in connection with each acquisition of Additional Shares, the investment representations of TSRI contained in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver a certificate representing the applicable number of Additional Shares to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein to the contrary, the Company’s obligations and TSRI’s rights under this Agreement with respect to the issuance and acquisition of Additional Shares upon the occurrence of any Financing Closing shall apply only state having jurisdiction thereof. (d) The Grantee agrees to be bound by Icagen’s policies regarding transfer of shares of Common Stock and understands that there may be certain times during the extent such Financing Closing is consummated before the earlier of (a) the initial public offering of the Company’s securities or (b) a sale of all or substantially all of the Company’s business to year in which the License Agreement relatesGrantee will be prohibited from selling, whether by mergertransferring, sale of stockpledging, sale of assets donating, assigning, mortgaging, hypothocating or otherwiseencumbering shares.

Issuance of Common Stock. TSRI hereby agrees to acquire from At the CompanyClosing, and the Company hereby agrees to Borrower shall issue to TSRI, Lender Ten Million (i10,000,000) the Initial Shares and shares of its common stock (ii“Shares”) subject pursuant to the provisions below, following conditions and representations by Lender: (a) Benchmark represents that the Additional Shares. The Company acknowledges that representations in this Paragraph 2 concerning the issuance of the Shares are complete and accurate to TSRI is irrevocable and non-refundablethe best of Benchmark's knowledge, and is not conditioned that Eagleford Energy may rely upon (a) whether them. Benchmark will notify Eagleford Energy immediately if any material change occurs adversely affecting any of these representations before the Company achieves any success with its licensing transfer of Licensed Patent Rights, the Shares. (b) whether The Shares are being issued for settlement purposes for the Company develops, uses benefit of Benchmark own account and not on behalf of any other person or sells any Licensed Productswith a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933. Benchmark is aware that there are substantial restrictions on the transferability of the Shares. (c) any other thing Benchmark has relied solely upon its own independent investigations, and fully understands that there are no guarantees, assurances or event except as expressly described promises made by Eagleford Energy in Section 3.2 connection with the issuance of the License AgreementShares and that the particular tax consequences arising from issuance of the Shares will depend upon the individual circumstances of Benchmark. TSRI acknowledges Benchmark further understands that no opinion is being given by Benchmark as to any securities or tax matters involving this transfer. (d) Benchmark also understands and agrees that upon the issuance certificates evidencing the Shares will bear legends in substantially the following form: "Unless permitted under Securities Legislation, the Holder of this Security must not Trade the Security in Canada before ___________, 2016" (e) Benchmark acknowledges that the Shares will be issued pursuant to TSRI exemptions from registration under the Securities Act of 1933, and state securities laws based, in part, on these warranties and representatives, which are the very essence at this Paragraph 2, and constitute a material part of the Initial Sharesbargained-for consideration without which this SES Agreement would not have been executed. (f) By reason of Benchmark's and Benchmark’s officers and directors, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI within […***…] after the Effective Date shall be satisfied, and that upon the issuance to TSRI of Additional Shares concurrently with each Financing Closing as provided for herein, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI upon each Financing Closing shall be satisfied. The closing of the issuance and acquisition of the Initial Shares (the “Initial Closing”) shall occur at the offices of the Company immediately following execution of this Agreementbusiness or financial experience, or at such other time the business or financial experience of professional advisors who are unaffiliated with and place as who are not compensated by Eagleford Energy or any affiliate or selling agent of Eagleford Energy, directly or indirectly, Benchmark has the parties may mutually agree. Promptly following the Initial Closing, the Company will deliver a certificate representing the Initial Shares capacity to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] in gross proceeds in the aggregate (inclusive of the gross proceeds raised by the Company in protect its Series A Preferred Stock equity financing as of the Execution Date), the Company shall issue a number of Additional Shares to TSRI as is […***…]% of the Outstanding Shares as of the date of each such Financing Closing (subject to the Additional Share Limitation), it being understood and agreed by the parties that, own interest in connection with each acquisition this transaction or has a pre-existing personal or business relationship with Eagleford Energy or one or more of Additional Sharesits officers, the investment representations directors or controlling persons consisting of TSRI contained in Section 4 personal or business contacts of this Agreement shall speak a nature and duration such as would enable a reasonably prudent purchaser to be aware of the date character, business acumen and general business and financial circumstances of the applicable Financing Closing. Within […***…] after each Financing Closingsuch person with whom such relationship exists. (g) This SES Agreement when fully executed and delivered by Eagleford Energy will constitute a valid and legally binding obligation of Benchmark, the Company will deliver a certificate representing the applicable number of Additional Shares to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein to the contrary, the Company’s obligations and TSRI’s rights under this Agreement enforceable in accordance with respect to the issuance and acquisition of Additional Shares upon the occurrence of any Financing Closing shall apply only to the extent such Financing Closing is consummated before the earlier of (a) the initial public offering of the Company’s securities or (b) a sale of all or substantially all of the Company’s business to which the License Agreement relates, whether by merger, sale of stock, sale of assets or otherwiseits terms.

Issuance of Common Stock. TSRI RESOLVED FURTHER, that the Company is hereby agrees authorized to acquire from issue the Commitment Shares to Aspire and that upon issuance of the Commitment Shares pursuant to the Purchase Agreement, the Commitment Shares shall be duly authorized, validly issued, fully paid and non-assessable; RESOLVED FURTHER, that the Company is hereby authorized to issue the Initial Purchase Shares to Aspire and that upon issuance of the Initial Purchase Shares pursuant to the Purchase Agreement, the Commitment Shares shall be duly authorized, validly issued, fully paid and non-assessable; RESOLVED FURTHER, that the Company is hereby authorized to issue the Additional Purchase Shares in accordance with the terms of the Purchase Agreement and that, upon issuance of the Additional Purchase Shares pursuant to the Purchase Agreement, the Additional Purchase Shares will be duly authorized, validly issued, fully paid and non-assessable; RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to execute and deliver one or more stock certificates representing any Aspire Shares sold and/or issued under the Company hereby agrees Purchase Agreement in such form as may be approved by such officers, or to issue cause any such Aspire Shares to TSRIbe delivered through electronic book entry; RESOLVED FURTHER, (i) that the Initial Shares consideration for the Aspire Shares, as set forth in the Purchase Agreement, is deemed to constitute fair and (ii) subject to the provisions belowadequate consideration, the Additional Shares. The Company acknowledges and payment in full, for such shares; RESOLVED FURTHER, that the issuance by the Company of the Aspire Shares pursuant to TSRI the Purchase Agreement is irrevocable hereby authorized and approved for all purposes under Nevada Revised Statutes 78.411 through 78.444, inclusive; RESOLVED FURTHER, that the prior issuances by the Company of shares of Common Stock (including the outstanding shares of Common Stock as reflected in the Purchase Agreement or any registration statement or prospectus relating to the Aspire Shares) are hereby authorized, approved, ratified and confirmed in all respects, and all such shares have been validly issued and are fully paid and non-refundable, and is not conditioned upon (a) whether the Company achieves any success with its licensing of Licensed Patent Rights, (b) whether the Company develops, uses or sells any Licensed Products, or (c) any other thing or event except as expressly described in Section 3.2 of the License Agreement. TSRI acknowledges and agrees that upon the issuance to TSRI of the Initial Shares, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI within […***…] after the Effective Date shall be satisfied, and that upon the issuance to TSRI of Additional Shares concurrently with each Financing Closing as provided for herein, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI upon each Financing Closing shall be satisfied. The closing of the issuance and acquisition of the Initial Shares (the “Initial Closing”) shall occur at the offices of the Company immediately following execution of this Agreement, or at such other time and place as the parties may mutually agree. Promptly following the Initial Closing, the Company will deliver a certificate representing the Initial Shares to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] in gross proceeds in the aggregate (inclusive of the gross proceeds raised by the Company in its Series A Preferred Stock equity financing as of the Execution Date), the Company shall issue a number of Additional Shares to TSRI as is […***…]% of the Outstanding Shares as of the date of each such Financing Closing (subject to the Additional Share Limitation), it being understood and agreed by the parties that, in connection with each acquisition of Additional Shares, the investment representations of TSRI contained in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver a certificate representing the applicable number of Additional Shares to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein to the contrary, the Company’s obligations and TSRI’s rights under this Agreement with respect to the issuance and acquisition of Additional Shares upon the occurrence of any Financing Closing shall apply only to the extent such Financing Closing is consummated before the earlier of (a) the initial public offering of the Company’s securities or (b) a sale of all or substantially all of the Company’s business to which the License Agreement relates, whether by merger, sale of stock, sale of assets or otherwise.assessable;

Issuance of Common Stock. TSRI hereby agrees to acquire from (a) Within ten (10) Business Days following the Company, and delivery date (the Company hereby agrees to issue to TSRI, “Delivery Date”) of (i) an Exercise Form in accordance with Section 3.1(a), (ii) a Warrant and (iii) any required payments of the Initial Aggregate Exercise Price, Coachmen shall issue and deliver to the Holder a certificate or certificates, registered in the name or names set forth on such notice, representing the Warrant Shares being purchased or to be received upon such exercise. (b) If a Holder shall exercise or exchange a Warrant for less than all of the Warrant Shares that could be purchased or received thereunder, Coachmen shall issue to the Holder, within ten (10) Business Days of the Delivery Date, a new Warrant of like kind and tenor to such Warrant evidencing the right to purchase the remaining Warrant Shares. Each Warrant surrendered pursuant to Section 3.1(a) shall be canceled. (c) Coachmen shall not be required to issue fractional shares of Common Stock upon the exercise or exchange of a Warrant. If any fraction of a share of Common Stock would be issuable on the exercise or exchange of any Warrant, Coachmen may, in lieu of issuing such fractional share, pay to such Holder for any such fraction of a share an amount in cash equal to the product obtained by multiplying (i) such fraction by (ii) the Market Price in effect on the Delivery Date. (d) Coachmen shall pay all Taxes (other than any applicable income Taxes payable by a Holder of a Warrant) attributable to the initial issuance of Warrant Shares upon the exercise or exchange of a Warrant; provided, however, that Coachmen shall not be required to pay any Tax that might be payable in respect of any transfer involved in the issuance of a Warrant or certificate for Warrant Shares in a name other than that of the Holder of the Warrant being exercised or exchanged. (e) If permitted by Applicable Law, the person in whose name any certificate for shares of Common Stock is issued upon exercise or exchange of a Warrant shall for all purposes be deemed to have become the holder of record of such shares on the Delivery Date, irrespective of the date of delivery of such certificate, except that, if the Delivery Date is a date when the stock transfer books of Coachmen are closed, such person shall be deemed to have become the holder of record of such shares at the close of business on the next succeeding date on which the stock transfer books are open. (f) Coachmen shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of this Warrant, the maximum number of shares of Common Stock deliverable upon the (i) exercise of all outstanding Warrants and (ii) subject to conversion of all outstanding Tranche B Notes. Upon the provisions belowexercise of any Warrant, the Additional Shares. The Company acknowledges that the issuance of the Shares to TSRI is irrevocable and non-refundable, and is not conditioned upon (a) whether the Company achieves any success with its licensing of Licensed Patent Rights, (b) whether the Company develops, uses or sells any Licensed Products, or (c) any other thing or event except as expressly described in Section 3.2 of the License Agreement. TSRI acknowledges and agrees that upon the issuance to TSRI of the Initial Shares, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of Coachmen shall issue shares of its Common Stock to that will be issued to TSRI within […***…] after the Effective Date shall be satisfiedduly authorized, validly issued, fully paid and that upon the issuance to TSRI of Additional Shares concurrently with each Financing Closing as provided for hereinnonassessable and free from all Taxes, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI upon each Financing Closing shall be satisfied. The closing of the issuance liens, charges and acquisition of the Initial Shares (the “Initial Closing”) shall occur at the offices of the Company immediately following execution of this Agreement, or at such other time and place as the parties may mutually agree. Promptly following the Initial Closing, the Company will deliver a certificate representing the Initial Shares to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] in gross proceeds in the aggregate (inclusive of the gross proceeds raised by the Company in its Series A Preferred Stock equity financing as of the Execution Date), the Company shall issue a number of Additional Shares to TSRI as is […***…]% of the Outstanding Shares as of the date of each such Financing Closing (subject to the Additional Share Limitation), it being understood and agreed by the parties that, in connection with each acquisition of Additional Shares, the investment representations of TSRI contained in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver a certificate representing the applicable number of Additional Shares to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein to the contrary, the Company’s obligations and TSRI’s rights under this Agreement with respect to the issuance and acquisition of Additional Shares upon the occurrence of any Financing Closing shall apply only to the extent such Financing Closing is consummated before the earlier of (a) the initial public offering of the Company’s securities or (b) a sale of all or substantially all of the Company’s business to which the License Agreement relates, whether by merger, sale of stock, sale of assets or otherwisesecurity interests.

Issuance of Common Stock. TSRI FURTHER RESOLVED, that the Corporation is hereby agrees to acquire from the Company, and the Company hereby agrees authorized to issue to TSRI, (i) the Initial Lincoln Park [ ] shares of Common Stock as Commitment Shares upon execution and (ii) subject to the provisions below, the Additional Shares. The Company acknowledges that the issuance delivery of the Shares to TSRI is irrevocable and non-refundable, and is not conditioned upon (a) whether Purchase Agreement by the Company achieves any success with its licensing of Licensed Patent Rights, (b) whether the Company develops, uses or sells any Licensed Products, or (c) any other thing or event except as expressly described in Section 3.2 of the License Agreement. TSRI acknowledges and agrees that upon the issuance to TSRI of the Initial Shares, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI within […***…] after the Effective Date shall be satisfiedLincoln Park, and that upon issuance of the Commitment Shares pursuant to the Purchase Agreement the Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the Available Amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares and receipt of the consideration therefor pursuant to TSRI of Additional Shares concurrently with each Financing Closing as provided for hereinthe Purchase Agreement, the Company’s Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve 15,000,000 shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement; and FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Corporation and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Corporation to consummate the transactions contemplated by the Purchase Agreement and the agreements referred to therein and to perform its obligations under Section 3.2 such agreements; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the License Agreement with respect Corporation, to the number of shares of its Common Stock take or cause to be issued taken all such further actions and to TSRI upon each Financing Closing execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be satisfied. The closing necessary, proper or desirable to carry into effect the purpose and intent of any and all of the issuance foregoing resolutions, and acquisition that all actions heretofore taken by any officer or director of the Initial Shares (the “Initial Closing”) shall occur at the offices of the Company immediately following execution of this Agreement, or at such other time and place as the parties may mutually agree. Promptly following the Initial Closing, the Company will deliver a certificate representing the Initial Shares to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] in gross proceeds in the aggregate (inclusive of the gross proceeds raised by the Company in its Series A Preferred Stock equity financing as of the Execution Date), the Company shall issue a number of Additional Shares to TSRI as is […***…]% of the Outstanding Shares as of the date of each such Financing Closing (subject to the Additional Share Limitation), it being understood and agreed by the parties that, Corporation in connection with each acquisition of Additional Sharesthe transactions contemplated by the agreements described herein are hereby approved, the investment representations of TSRI contained ratified and confirmed in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver a certificate representing the applicable number of Additional Shares to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein to the contrary, the Company’s obligations and TSRI’s rights under this Agreement with respect to the issuance and acquisition of Additional Shares upon the occurrence of any Financing Closing shall apply only to the extent such Financing Closing is consummated before the earlier of (a) the initial public offering of the Company’s securities or (b) a sale of all or substantially all of the Company’s business to which the License Agreement relates, whether by merger, sale of stock, sale of assets or otherwiserespects.

Issuance of Common Stock. TSRI FURTHER RESOLVED, that the Company is hereby agrees authorized to acquire from issue the CompanyCommitment Shares to Aspire as consideration for Aspire entering into the Purchase Agreement, and the Company hereby agrees to issue to TSRI, (i) the Initial Shares and (ii) subject to the provisions below, the Additional Shares. The Company acknowledges that the upon issuance of the Commitment Shares pursuant to TSRI is irrevocable the Purchase Agreement, the Commitment Shares shall be duly authorized, validly issued, fully paid and non-refundableassessable; and FURTHER RESOLVED, and is not conditioned upon (a) whether that the Company achieves any success is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares from time to time with its licensing an aggregate purchase price of Licensed Patent Rightsup to $20,000,000 under the Purchase Agreement, (b) whether at a price per share equal to or greater than $0.25, in accordance with the Company develops, uses or sells any Licensed Products, or (c) any other thing or event except as expressly described in Section 3.2 terms of the License Purchase Agreement. TSRI acknowledges and agrees , provided that upon the issuance to TSRI of the Initial Shares, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock issued pursuant to be issued to TSRI within […***…] after the Effective Date Purchase Agreement (including all Commitment Shares and Purchase Shares) shall be satisfied, and that upon the issuance to TSRI not exceed 19.99% of Additional Shares concurrently with each Financing Closing as provided for herein, the Company’s obligations under Section 3.2 outstanding shares of Common Stock as of the License Agreement with respect date hereof without the affirmative consent of the stockholders; and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, including payment therefor, the Purchase Shares will be duly authorized, validly issued, fully paid and non-assessable; and FURTHER RESOLVED, that the Company is authorized to, and hereby does, reserve out of its authorized but unissued shares of Common Stock the maximum number of shares of its Common Stock that is issuable to be issued to TSRI upon each Financing Closing shall be satisfied. The closing of Aspire under the issuance and acquisition of the Initial Shares (the “Initial Closing”) shall occur at the offices of the Company immediately following execution of this Purchase Agreement, or at such other subject to automatic adjustment from time and place as the parties may mutually agree. Promptly following the Initial Closing, the Company will deliver a certificate representing the Initial Shares to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as Purchase Shares are sold to Aspire; and FURTHER RESOLVED, that the Company has raised at least $[…***…] in gross proceeds Authorized Officers are hereby authorized, in the aggregate (inclusive of the gross proceeds raised by the Company in its Series A Preferred Stock equity financing as of the Execution Date), the Company shall issue a number of Additional Shares to TSRI as is […***…]% of the Outstanding Shares as of the date of each such Financing Closing (subject to the Additional Share Limitation), it being understood name and agreed by the parties that, in connection with each acquisition of Additional Shares, the investment representations of TSRI contained in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver a certificate representing the applicable number of Additional Shares to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein to the contrary, the Company’s obligations and TSRI’s rights under this Agreement with respect to the issuance and acquisition of Additional Shares upon the occurrence of any Financing Closing shall apply only to the extent such Financing Closing is consummated before the earlier of (a) the initial public offering behalf of the Company’s securities or (b) a sale of all or substantially all of the Company’s business to which the License Agreement relates, whether by merger, sale of stock, sale of assets or otherwise.:

Issuance of Common Stock. TSRI FURTHER RESOLVED, that the Corporation is hereby agrees to acquire from the Company, and the Company hereby agrees authorized to issue Three Million (3,000,000) shares of Common Stock and Nine Million (9,000,000) “Cashless” Warrants to TSRI, (i) the Bodie Investment Group as Initial Commitment Shares and (ii) subject to the provisions below, the Additional Shares. The Company acknowledges that the upon issuance of the Initial Commitment Shares pursuant to TSRI the Purchase Agreement, the Initial Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is irrevocable hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the available amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and non-refundablethat, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve 35,000,000 shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and is not conditioned upon (a) whether the Company achieves any success with its licensing each of Licensed Patent Rightsthem hereby is, (b) whether the Company develops, uses or sells any Licensed Products, or (c) any other thing or event except as expressly described in Section 3.2 authorized and directed to proceed on behalf of the License Agreement. TSRI acknowledges Corporation and agrees to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Corporation to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that upon the issuance to TSRI Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the Initial SharesCorporation, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the Company’s obligations under Section 3.2 purpose and intent of any and all of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI within […***…] after the Effective Date shall be satisfiedforegoing resolutions, and that upon the issuance to TSRI of Additional Shares concurrently with each Financing Closing as provided for herein, the Company’s obligations under Section 3.2 all actions heretofore taken by any officer or director of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI upon each Financing Closing shall be satisfied. The closing of the issuance and acquisition of the Initial Shares (the “Initial Closing”) shall occur at the offices of the Company immediately following execution of this Agreement, or at such other time and place as the parties may mutually agree. Promptly following the Initial Closing, the Company will deliver a certificate representing the Initial Shares to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] in gross proceeds in the aggregate (inclusive of the gross proceeds raised by the Company in its Series A Preferred Stock equity financing as of the Execution Date), the Company shall issue a number of Additional Shares to TSRI as is […***…]% of the Outstanding Shares as of the date of each such Financing Closing (subject to the Additional Share Limitation), it being understood and agreed by the parties that, Corporation in connection with each acquisition of Additional Sharesthe transactions contemplated by the agreements described herein are hereby approved, the investment representations of TSRI contained ratified and confirmed in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver a certificate representing the applicable number of Additional Shares to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein to the contrary, the Company’s obligations and TSRI’s rights under this Agreement with respect to the issuance and acquisition of Additional Shares upon the occurrence of any Financing Closing shall apply only to the extent such Financing Closing is consummated before the earlier of (a) the initial public offering of the Company’s securities or (b) a sale of all or substantially all of the Company’s business to which the License Agreement relates, whether by merger, sale of stock, sale of assets or otherwiserespects.

Issuance of Common Stock. TSRI hereby agrees to acquire from the CompanyFurther Resolved, and that the Company is hereby agrees authorized to issue to TSRI, (i) Lincoln Park 184,275 shares of Common Stock as the Initial Shares and (ii) subject to the provisions below, the Additional Commitment Shares. The Company acknowledges that the issuance of the Shares to TSRI is irrevocable and non-refundable, and is not conditioned upon (a) whether the Company achieves any success with its licensing of Licensed Patent Rights, (b) whether the Company develops, uses or sells any Licensed Products, or (c) any other thing or event except as expressly described in Section 3.2 of the License Agreement. TSRI acknowledges and agrees that upon the issuance to TSRI of the Initial Shares, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI within […***…] after the Effective Date shall be satisfied, and that upon the issuance to TSRI of Additional Shares concurrently with each Financing Closing as provided for herein, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI upon each Financing Closing shall be satisfied. The closing of the issuance and acquisition of the Initial Commitment Shares pursuant to the Purchase Agreement the Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and Further Resolved, that the Company is hereby authorized to issue 61,425 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) in connection with the purchase of Purchase Shares (the “Initial ClosingAdditional Commitment Shares”) shall occur at in accordance with the offices terms of the Company immediately following execution Purchase Agreement and that, upon issuance of this the Additional Commitment Shares pursuant to the Purchase Agreement, or at such other time the Additional Commitment Shares will be duly authorized, validly issued, fully paid and place as nonassessable with no personal liability attaching to the parties may mutually agree. Promptly following the Initial Closingownership thereof; and Further Resolved, the Company will deliver a certificate representing the Initial Shares to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] in gross proceeds in the aggregate (inclusive of the gross proceeds raised by the Company in its Series A Preferred Stock equity financing as of the Execution Date), that the Company shall issue a number initially reserve 61,425 shares of Additional Shares to TSRI as is […***…]% of the Outstanding Shares as of the date of each such Financing Closing Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) for issuance as Additional Commitment Shares under the Additional Share Limitation)Purchase Agreement, it being understood and agreed by the parties Corporation shall adjust such reserve from time to time as shall be necessary, proper or desirable to carry into effect the purpose, obligations under, and intent of the Purchase Agreement; and Further Resolved, that the Company is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the Available Amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, in connection with each acquisition upon issuance of Additional Sharesthe Purchase Shares pursuant to the Purchase Agreement, the investment representations Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and Further Resolved, that the Company shall initially reserve 13,636,636 shares of TSRI contained in Section 4 of this Agreement Common Stock for issuance as Purchase Shares under the Purchase Agreement, and the Corporation shall speak adjust such reserve from time to time as shall be necessary, proper or desirable to carry into effect the purpose, obligations under, and intent of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver a certificate representing the applicable number of Additional Shares to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein to the contrary, the Company’s obligations and TSRI’s rights under this Agreement with respect to the issuance and acquisition of Additional Shares upon the occurrence of any Financing Closing shall apply only to the extent such Financing Closing is consummated before the earlier of (a) the initial public offering of the Company’s securities or (b) a sale of all or substantially all of the Company’s business to which the License Agreement relates, whether by merger, sale of stock, sale of assets or otherwisePurchase Agreement.

Issuance of Common Stock. TSRI hereby agrees to acquire from the CompanyFurther Resolved, and that the Company is hereby agrees authorized to issue to TSRI, (i) the Initial Shares and (ii) subject to the provisions below, the Additional Shares. The Company acknowledges that the issuance of the Shares to TSRI is irrevocable and non-refundable, and is not conditioned upon (a) whether the Company achieves any success with its licensing of Licensed Patent Rights, (b) whether the Company develops, uses or sells any Licensed Products, or (c) any other thing or event except as expressly described in Section 3.2 of the License Agreement. TSRI acknowledges and agrees that upon the issuance to TSRI of the Initial Shares, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of Lincoln Park 33,799 shares of its Common Stock to be issued to TSRI within […***…] after as the Effective Date shall be satisfiedCommitment Shares, and that upon the issuance to TSRI of Additional Shares concurrently with each Financing Closing as provided for herein, the Company’s obligations under Section 3.2 of the License Agreement with respect Commitment Shares pursuant to the number of Purchase Agreement the Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and Further Resolved, that the Company is hereby authorized to issue to Lincoln Park 95,708 shares of its Common Stock to be issued to TSRI as Initial Purchase Shares, and that upon each Financing Closing shall be satisfied. The closing of the issuance and acquisition of the Initial Purchase Shares pursuant to the Purchase Agreement the Initial Purchase Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and Further Resolved, that the Company is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the Available Amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and Further Resolved, that the Company shall initially reserve 2,500,000 shares of Common Stock for issuance as Purchase Shares (other than Initial Purchase Shares) under the “Initial Closing”) shall occur at Purchase Agreement. Further Resolved, that, without limiting the offices foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Company immediately following execution and to take all such steps as deemed necessary or appropriate, with the advice and assistance of this Agreementcounsel, or at such other time and place as the parties may mutually agree. Promptly following the Initial Closing, to cause the Company will deliver a certificate representing to consummate the Initial Shares agreements referred to TSRI at herein and to perform its obligations under such agreements; and Further Resolved, that the address set forth for TSRI Authorized Officers be, and each of them hereby is, authorized, empowered and directed on the signature page hereto. Contingent behalf of and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] in gross proceeds in the aggregate (inclusive name of the gross proceeds raised Company, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the purpose and intent of any and all of the foregoing resolutions, and that all actions heretofore taken by any officer or director of the Company in its Series A Preferred Stock equity financing as connection with the transactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all respects. This Action by Unanimous Written Consent shall be filed with the minutes of the Execution Date), the Company shall issue a number of Additional Shares to TSRI as is […***…]% proceedings of the Outstanding Shares as Board. This Action may be signed in one or more counterparts, each of the date of each such Financing Closing (subject to the Additional Share Limitation)which shall be deemed an original, it being understood and agreed by the parties that, in connection with each acquisition of Additional Shares, the investment representations of TSRI contained in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver a certificate representing the applicable number of Additional Shares to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein to the contrary, the Company’s obligations and TSRI’s rights under this Agreement with respect to the issuance and acquisition of Additional Shares upon the occurrence of any Financing Closing shall apply only to the extent such Financing Closing is consummated before the earlier of (a) the initial public offering of the Company’s securities or (b) a sale of all or substantially all of the Company’s business to which the License Agreement relates, whether by merger, sale of stock, sale of assets or otherwiseshall constitute one instrument.

Issuance of Common Stock. TSRI hereby agrees Unless a Termination Event shall have occurred on or prior to acquire from the CompanyPurchase Contract Settlement Date or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon its receipt of payment in full of the Purchase Price for the Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article and the Company hereby agrees to issue to TSRI, (i) the Initial Shares and (ii) subject to the provisions below, the Additional Shares. The Company acknowledges that the issuance of the Shares to TSRI is irrevocable and non-refundable, and is not conditioned upon (a) whether the Company achieves any success with its licensing of Licensed Patent Rights, (b) whether the Company develops, uses or sells any Licensed Products, or (c) any other thing or event except as expressly described in Section 3.2 of the License Agreement. TSRI acknowledges and agrees that upon the issuance to TSRI of the Initial Shares, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI within […***…] after the Effective Date shall be satisfied, and that upon the issuance to TSRI of Additional Shares concurrently with each Financing Closing as provided for herein, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI upon each Financing Closing shall be satisfied. The closing of the issuance and acquisition of the Initial Shares (the “Initial Closing”) shall occur at the offices of the Company immediately following execution of this Agreement, or at such other time and place as the parties may mutually agree. Promptly following the Initial Closing, the Company will deliver a certificate representing the Initial Shares to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] in gross proceeds in the aggregate (inclusive of the gross proceeds raised by the Company in its Series A Preferred Stock equity financing as of the Execution Date5.5(b), the Company shall issue a number and deposit with the Agent, for the benefit of Additional Shares to TSRI as is […***…]% the Holders of the Outstanding Shares as Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for Common Stock, together with any dividends or distributions for which a record date of each and payment date for such Financing Closing (subject dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which the Holders are entitled hereunder. Subject to the Additional Share Limitation)foregoing, it being understood upon surrender of a Certificate to the Agent on or after the Purchase Contract Settlement Date, together with settlement instructions thereon duly completed and agreed by the parties that, in connection with each acquisition of Additional Sharesexecuted, the investment representations Holder of TSRI contained such Certificate shall be entitled to receive in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver exchange therefor a certificate representing the applicable that number of Additional Shares whole shares of Common Stock which such Holder is entitled to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein receive pursuant to the contrary, the Company’s obligations provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.9 and TSRI’s rights under this Agreement any dividends or distributions with respect to such shares constituting part of the issuance Purchase Contract Settlement Fund, but without any interest thereon, and acquisition the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of Additional Shares upon the occurrence of any Financing Closing shall apply only Holder or the Holder's designee as specified in the settlement instructions provided by the Holder to the extent Agent. If any Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Financing Closing Purchase Contract is consummated before registered, no such registration shall be made unless the earlier Person requesting such registration has paid any transfer and other taxes required by reason of (a) the initial public offering such registration in a name other than that of the Company’s securities or (b) a sale of all or substantially all registered Holder of the Company’s business Certificate evidencing such Purchase Contract or has established to which the License Agreement relates, whether by merger, sale satisfaction of stock, sale of assets the Company that such tax either has been paid or otherwiseis not payable.

Issuance of Common Stock. TSRI hereby agrees Unless a Termination Event shall have occurred on or prior to acquire from the CompanyPurchase Contract Settlement Date or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon its receipt of payment in full of the Purchase Price for the Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article and the Company hereby agrees to issue to TSRI, (i) the Initial Shares and (ii) subject to the provisions below, the Additional Shares. The Company acknowledges that the issuance of the Shares to TSRI is irrevocable and non-refundable, and is not conditioned upon (a) whether the Company achieves any success with its licensing of Licensed Patent Rights, (b) whether the Company develops, uses or sells any Licensed Products, or (c) any other thing or event except as expressly described in Section 3.2 of the License Agreement. TSRI acknowledges and agrees that upon the issuance to TSRI of the Initial Shares, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI within […***…] after the Effective Date shall be satisfied, and that upon the issuance to TSRI of Additional Shares concurrently with each Financing Closing as provided for herein, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI upon each Financing Closing shall be satisfied. The closing of the issuance and acquisition of the Initial Shares (the “Initial Closing”) shall occur at the offices of the Company immediately following execution of this Agreement, or at such other time and place as the parties may mutually agree. Promptly following the Initial Closing, the Company will deliver a certificate representing the Initial Shares to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] in gross proceeds in the aggregate (inclusive of the gross proceeds raised by the Company in its Series A Preferred Stock equity financing as of the Execution Date5.6(b), the Company shall issue a number and deposit with the Agent, for the benefit of Additional Shares to TSRI as is […***…]% the Holders of the Outstanding Shares as Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for Common Stock, together with any dividends or distributions for which a record date of each and payment date for such Financing Closing (subject dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the “Purchase Contract Settlement Fund”) to which the Holders are entitled hereunder. Subject to the Additional Share Limitation)foregoing, it being understood upon surrender of a Certificate to the Agent on or after the Purchase Contract Settlement Date, together with settlement instructions thereon duly completed and agreed by the parties that, in connection with each acquisition of Additional Sharesexecuted, the investment representations Holder of TSRI contained such Certificate shall be entitled to receive in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver exchange therefor a certificate representing the applicable that number of Additional Shares whole shares of Common Stock which such Holder is entitled to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein receive pursuant to the contrary, the Company’s obligations provisions of this Article V (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.10 and TSRI’s rights under this Agreement any dividends or distributions with respect to such shares constituting part of the issuance Purchase Contract Settlement Fund, but without any interest thereon, and acquisition the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of Additional Shares upon the occurrence of any Financing Closing shall apply only Holder or the Holder’s designee as specified in the settlement instructions provided by the Holder to the extent Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Financing Closing Purchase Contract is consummated before registered, no such registration shall be made unless the earlier Person requesting such registration has paid any transfer and other taxes required by reason of (a) the initial public offering such registration in a name other than that of the Company’s securities or (b) a sale of all or substantially all registered Holder of the Company’s business Certificate evidencing such Purchase Contract or has established to which the License Agreement relates, whether by merger, sale satisfaction of stock, sale of assets the Company that such tax either has been paid or otherwiseis not payable.

Issuance of Common Stock. TSRI FURTHER RESOLVED, that the Corporation is hereby agrees to acquire from the Company, and the Company hereby agrees authorized to issue to TSRILincoln Park Capital Fund, (i) LLC, 8,000,000 shares of Common Stock as Initial Purchase Shares and that upon issuance of the Initial Purchase Shares pursuant to the Purchase Agreement the Initial Purchase Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue to Lincoln Park Capital Fund, LLC, 5,062,500 shares of Common Stock as Initial Commitment Shares and (ii) subject that upon issuance of the Initial Commitment Shares pursuant to the provisions belowPurchase Agreement the Initial Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue 5,062,500 shares of Common Stock as Additional Commitment Shares under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Additional Commitment Shares pursuant to the Purchase Agreement, the Additional Shares. The Company acknowledges Commitment Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall reserve 5,062,500 shares of Common Stock for issuance as Additional Commitment Shares under the Purchase Agreement; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the Available Amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to TSRI is irrevocable the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and non-refundablenonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve 108,000,000 shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and is not conditioned upon (a) whether the Company achieves any success with its licensing each of Licensed Patent Rightsthem hereby is, (b) whether the Company develops, uses or sells any Licensed Products, or (c) any other thing or event except as expressly described in Section 3.2 authorized and directed to proceed on behalf of the License Agreement. TSRI acknowledges Corporation and agrees to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Corporation to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that upon the issuance to TSRI Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the Initial SharesCorporation, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the Company’s obligations under Section 3.2 purpose and intent of any and all of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI within […***…] after the Effective Date shall be satisfiedforegoing resolutions, and that upon the issuance to TSRI of Additional Shares concurrently with each Financing Closing as provided for herein, the Company’s obligations under Section 3.2 all actions heretofore taken by any officer or director of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI upon each Financing Closing shall be satisfied. The closing of the issuance and acquisition of the Initial Shares (the “Initial Closing”) shall occur at the offices of the Company immediately following execution of this Agreement, or at such other time and place as the parties may mutually agree. Promptly following the Initial Closing, the Company will deliver a certificate representing the Initial Shares to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] in gross proceeds in the aggregate (inclusive of the gross proceeds raised by the Company in its Series A Preferred Stock equity financing as of the Execution Date), the Company shall issue a number of Additional Shares to TSRI as is […***…]% of the Outstanding Shares as of the date of each such Financing Closing (subject to the Additional Share Limitation), it being understood and agreed by the parties that, Corporation in connection with each acquisition of Additional Sharesthe transactions contemplated by the agreements described herein are hereby approved, the investment representations of TSRI contained ratified and confirmed in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver a certificate representing the applicable number of Additional Shares to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein to the contrary, the Company’s obligations and TSRI’s rights under this Agreement with respect to the issuance and acquisition of Additional Shares upon the occurrence of any Financing Closing shall apply only to the extent such Financing Closing is consummated before the earlier of (a) the initial public offering of the Company’s securities or (b) a sale of all or substantially all of the Company’s business to which the License Agreement relates, whether by merger, sale of stock, sale of assets or otherwiserespects.

Issuance of Common Stock. TSRI FURTHER RESOLVED, that the Corporation is hereby agrees to acquire from the Company, and the Company hereby agrees authorized to issue to TSRILincoln Park Capital Fund, (i) LLC, 100,000 shares of Common Stock as Initial Commitment Shares and that upon issuance of the Initial Commitment Shares and (ii) subject pursuant to the provisions belowPurchase Agreement the Initial Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue 500,000 shares of Common Stock as Additional Commitment Shares under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Additional Commitment Shares pursuant to the Purchase Agreement, the Additional Shares. The Company acknowledges Commitment Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall reserve 500,000 shares of Common Stock for issuance as Additional Commitment Shares under the Purchase Agreement; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the Available Amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to TSRI is irrevocable the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and non-refundablenonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve 5,000,000 shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and is not conditioned upon (a) whether the Company achieves any success with its licensing each of Licensed Patent Rightsthem hereby is, (b) whether the Company develops, uses or sells any Licensed Products, or (c) any other thing or event except as expressly described in Section 3.2 authorized and directed to proceed on behalf of the License Agreement. TSRI acknowledges Corporation and agrees to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Corporation to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that upon the issuance to TSRI Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the Initial SharesCorporation, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the Company’s obligations under Section 3.2 purpose and intent of any and all of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI within […***…] after the Effective Date shall be satisfiedforegoing resolutions, and that upon the issuance to TSRI of Additional Shares concurrently with each Financing Closing as provided for herein, the Company’s obligations under Section 3.2 all actions heretofore taken by any officer or director of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI upon each Financing Closing shall be satisfied. The closing of the issuance and acquisition of the Initial Shares (the “Initial Closing”) shall occur at the offices of the Company immediately following execution of this Agreement, or at such other time and place as the parties may mutually agree. Promptly following the Initial Closing, the Company will deliver a certificate representing the Initial Shares to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] in gross proceeds in the aggregate (inclusive of the gross proceeds raised by the Company in its Series A Preferred Stock equity financing as of the Execution Date), the Company shall issue a number of Additional Shares to TSRI as is […***…]% of the Outstanding Shares as of the date of each such Financing Closing (subject to the Additional Share Limitation), it being understood and agreed by the parties that, Corporation in connection with each acquisition of Additional Sharesthe transactions contemplated by the agreements described herein are hereby approved, the investment representations of TSRI contained ratified and confirmed in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver a certificate representing the applicable number of Additional Shares to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein to the contrary, the Company’s obligations and TSRI’s rights under this Agreement with respect to the issuance and acquisition of Additional Shares upon the occurrence of any Financing Closing shall apply only to the extent such Financing Closing is consummated before the earlier of (a) the initial public offering of the Company’s securities or (b) a sale of all or substantially all of the Company’s business to which the License Agreement relates, whether by merger, sale of stock, sale of assets or otherwiserespects.

Issuance of Common Stock. TSRI FURTHER RESOLVED, that the Corporation is hereby agrees to acquire from the Company, and the Company hereby agrees authorized to issue to TSRILincoln Park Capital Fund, (i) the LLC, 133,690 shares of Common Stock as Initial Purchase Shares and (ii) subject to the provisions below, the Additional Shares. The Company acknowledges that the upon issuance of the Initial Purchase Shares pursuant to TSRI the Purchase Agreement the Initial Purchase Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is irrevocable hereby authorized to issue to Lincoln Park Capital Fund, LLC, 52,500 shares of Common Stock as Commitment Shares and non-refundablethat upon issuance of the Commitment Shares pursuant to the Purchase Agreement the Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the Available Amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve 10,000,000 shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and is not conditioned upon (a) whether the Company achieves any success with its licensing each of Licensed Patent Rightsthem hereby is, (b) whether the Company develops, uses or sells any Licensed Products, or (c) any other thing or event except as expressly described in Section 3.2 authorized and directed to proceed on behalf of the License Agreement. TSRI acknowledges Corporation and agrees to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Corporation to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that upon the issuance to TSRI Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the Initial SharesCorporation, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the Company’s obligations under Section 3.2 purpose and intent of any and all of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI within […***…] after the Effective Date shall be satisfiedforegoing resolutions, and that upon the issuance to TSRI of Additional Shares concurrently with each Financing Closing as provided for herein, the Company’s obligations under Section 3.2 all actions heretofore taken by any officer or director of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI upon each Financing Closing shall be satisfied. The closing of the issuance and acquisition of the Initial Shares (the “Initial Closing”) shall occur at the offices of the Company immediately following execution of this Agreement, or at such other time and place as the parties may mutually agree. Promptly following the Initial Closing, the Company will deliver a certificate representing the Initial Shares to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] in gross proceeds in the aggregate (inclusive of the gross proceeds raised by the Company in its Series A Preferred Stock equity financing as of the Execution Date), the Company shall issue a number of Additional Shares to TSRI as is […***…]% of the Outstanding Shares as of the date of each such Financing Closing (subject to the Additional Share Limitation), it being understood and agreed by the parties that, Corporation in connection with each acquisition of Additional Sharesthe transactions contemplated by the agreements described herein are hereby approved, the investment representations of TSRI contained ratified and confirmed in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver a certificate representing the applicable number of Additional Shares to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein to the contrary, the Company’s obligations and TSRI’s rights under this Agreement with respect to the issuance and acquisition of Additional Shares upon the occurrence of any Financing Closing shall apply only to the extent such Financing Closing is consummated before the earlier of (a) the initial public offering of the Company’s securities or (b) a sale of all or substantially all of the Company’s business to which the License Agreement relates, whether by merger, sale of stock, sale of assets or otherwiserespects.

Issuance of Common Stock. TSRI hereby agrees Upon the occurrence of a Dilution Trigger, (A) then immediately upon such issuance, the Exercise Price in effect immediately prior to acquire from such issuance shall be reduced (and in no event increased) to an Exercise Price equal to the Companyconsideration per share paid for such Additional Shares of Common Stock and (B) the number of Warrant Shares issuable upon exercise of this Warrant shall be increased (such additional Warrant Shares, and the Company hereby agrees “Additional Warrant Shares”) to issue a number of Warrant Shares equal to TSRI, the Issuance Percentage of the sum obtained by adding: (i) the Initial Shares number of outstanding shares of Common Stock determined as of the Original Issue Date and (ii) subject to the provisions below, the Additional Shares. The Company acknowledges Shares of Common Stock; provided, however, that the issuance number of Additional Warrant Shares shall not exceed an amount that, when added together with the number of Warrant Shares to TSRI is irrevocable (as adjusted in accordance with this Section 4) issuable upon exercise of this Warrant and non-refundable, and is not conditioned upon (a) whether the Company achieves any success with its licensing of Licensed Patent Rights, (b) whether the Company develops, uses or sells any Licensed Products, or (c) any other thing or event except as expressly described in Section 3.2 of the License Agreement. TSRI acknowledges and agrees that upon the issuance to TSRI of the Initial Shares, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock to be issuable upon exercise of all other warrants issued to TSRI within […***…] after the Effective Initial Holders on the Original Issue Date shall be satisfied, and that upon (including as a result of equivalent adjustment mechanisms in such other warrants) would cause the issuance sum to TSRI exceed 19.9% (the “Maximum Percentage”) of Additional Shares concurrently with each Financing Closing as provided for herein, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of outstanding shares of its Common Stock to be issued to TSRI upon each Financing Closing shall be satisfied. The closing determined as of the Original Issue Date (the “Maximum Percentage Cap”) unless stockholder approval of the issuance and acquisition of shares of Common Stock in excess of the Initial Shares Maximum Percentage Cap shall have been obtained. The Company shall notify the Holder, in writing, no later than two (2) Trading Days following the Dilution Trigger (such notice, the “Initial ClosingDilutive Issuance Notice”) shall occur at the offices ). For purposes of clarification, whether or not the Company immediately following execution of provides a Dilutive Issuance Notice pursuant to this Agreement, or at such other time and place as the parties may mutually agree. Promptly following the Initial Closing, the Company will deliver a certificate representing the Initial Shares to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] in gross proceeds in the aggregate (inclusive of the gross proceeds raised by the Company in its Series A Preferred Stock equity financing as of the Execution DateSection 4(f), the Company shall issue a number of Additional Shares to TSRI as is […***…]% of the Outstanding Shares as of the date of each such Financing Closing (subject to the Additional Share Limitation), it being understood and agreed by the parties that, in connection with each acquisition of Additional Shares, the investment representations of TSRI contained in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver a certificate representing the applicable number of Additional Shares to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein to the contrary, the Company’s obligations and TSRI’s rights under this Agreement with respect to the issuance and acquisition of Additional Shares upon the occurrence of any Financing Closing shall apply only Dilution Trigger, the Holder is entitled to receive Additional Warrant Shares with an Exercise Price as adjusted in accordance with this Section 4 regardless of whether the Holder accurately refers to the extent such Financing Closing is consummated before the earlier adjusted Exercise Price in their notice of (aexercise. The provisions of this Section 4(f) the initial public offering of the Company’s securities or (b) a sale of all or substantially all of the Company’s business shall not apply to which the License Agreement relates, whether by merger, sale of stock, sale of assets or otherwiseany Exempt Issuance.

Issuance of Common Stock. TSRI hereby agrees to acquire from (a) Within ten (10) Business Days following the Company, and delivery date (the Company hereby agrees to issue to TSRI, “Delivery Date”) of (i) an Exercise Form in accordance with Section 3.1(a), (ii) a Warrant and (iii) any required payments of the Initial Aggregate Exercise Price, Coachmen shall issue and deliver to the Holder a certificate or certificates, registered in the name or names set forth on such notice, representing the Warrant Shares being purchased or to be received upon such exercise. (b) If a Holder shall exercise or exchange a Warrant for less than all of the Warrant Shares that could be purchased or received thereunder, Coachmen shall issue to the Holder, within ten (10) Business Days of the Delivery Date, a new Warrant of like kind and tenor to such Warrant evidencing the right to purchase the remaining Warrant Shares. Each Warrant surrendered pursuant to Section 3.1(a) shall be canceled. (c) Coachmen shall not be required to issue fractional shares of Common Stock upon the exercise or exchange of a Warrant. If any fraction of a share of Common Stock would be issuable on the exercise or exchange of any Warrant, Coachmen may, in lieu of issuing such fractional share, pay to such Holder for any such fraction of a share an amount in cash equal to the product obtained by multiplying (i) such fraction by (ii) the Market Price in effect on the Delivery Date. (d) Coachmen shall pay all Taxes (other than any applicable income Taxes payable by a Holder of a Warrant) attributable to the initial issuance of Warrant Shares upon the exercise or exchange of a Warrant; provided, however, that Coachmen shall not be required to pay any Tax that might be payable in respect of any transfer involved in the issuance of a Warrant or certificate for Warrant Shares in a name other than that of the Holder of the Warrant being exercised or exchanged. (e) If permitted by Applicable Law, the person in whose name any certificate for shares of Common Stock is issued upon exercise or exchange of a Warrant shall for all purposes be deemed to have become the holder of record of such shares on the Delivery Date, irrespective of the date of delivery of such certificate, except that, if the Delivery Date is a date when the stock transfer books of Coachmen are closed, such person shall be deemed to have become the holder of record of such shares at the close of business on the next succeeding date on which the stock transfer books are open. (f) Coachmen shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, for the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon exercise of this Warrant, the maximum number of shares of Common Stock deliverable upon the (i) exercise of all outstanding Warrants and New Warrants and (ii) subject to conversion of all outstanding Tranche B Notes. Upon the provisions belowexercise of any Warrant, the Additional Shares. The Company acknowledges that the issuance of the Shares to TSRI is irrevocable and non-refundable, and is not conditioned upon (a) whether the Company achieves any success with its licensing of Licensed Patent Rights, (b) whether the Company develops, uses or sells any Licensed Products, or (c) any other thing or event except as expressly described in Section 3.2 of the License Agreement. TSRI acknowledges and agrees that upon the issuance to TSRI of the Initial Shares, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of Coachmen shall issue shares of its Common Stock to that will be issued to TSRI within […***…] after the Effective Date shall be satisfiedduly authorized, validly issued, fully paid and that upon the issuance to TSRI of Additional Shares concurrently with each Financing Closing as provided for hereinnonassessable and free from all Taxes, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI upon each Financing Closing shall be satisfied. The closing of the issuance liens, charges and acquisition of the Initial Shares (the “Initial Closing”) shall occur at the offices of the Company immediately following execution of this Agreement, or at such other time and place as the parties may mutually agree. Promptly following the Initial Closing, the Company will deliver a certificate representing the Initial Shares to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] in gross proceeds in the aggregate (inclusive of the gross proceeds raised by the Company in its Series A Preferred Stock equity financing as of the Execution Date), the Company shall issue a number of Additional Shares to TSRI as is […***…]% of the Outstanding Shares as of the date of each such Financing Closing (subject to the Additional Share Limitation), it being understood and agreed by the parties that, in connection with each acquisition of Additional Shares, the investment representations of TSRI contained in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver a certificate representing the applicable number of Additional Shares to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein to the contrary, the Company’s obligations and TSRI’s rights under this Agreement with respect to the issuance and acquisition of Additional Shares upon the occurrence of any Financing Closing shall apply only to the extent such Financing Closing is consummated before the earlier of (a) the initial public offering of the Company’s securities or (b) a sale of all or substantially all of the Company’s business to which the License Agreement relates, whether by merger, sale of stock, sale of assets or otherwisesecurity interests.

Issuance of Common Stock. TSRI FURTHER RESOLVED, that the Corporation is hereby agrees to acquire from the Company, and the Company hereby agrees authorized to issue 1,452,238 shares of Common Stock to TSRIFusion Capital Fund II, (i) the LLC as Initial Commitment Shares and (ii) subject to the provisions below, the Additional Shares. The Company acknowledges that the upon issuance of the Initial Commitment Shares pursuant to TSRI the Purchase Agreement, the Initial Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is irrevocable hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the available amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve 36,000,000 shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. FURTHER RESOLVED, that the Corporation is hereby authorized to issue 2,420,396 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-refundablecash dividend, and is not conditioned upon (astock split or other similar transaction) whether in connection with the Company achieves any success with its licensing purchase of Licensed Patent Rights, (b) whether the Company develops, uses or sells any Licensed Products, or (c) any other thing or event except as expressly described in Section 3.2 of the License Agreement. TSRI acknowledges and agrees that upon the issuance to TSRI of the Initial Shares, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI within […***…] after the Effective Date shall be satisfied, and that upon the issuance to TSRI of Additional Shares concurrently with each Financing Closing as provided for herein, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI upon each Financing Closing shall be satisfied. The closing of the issuance and acquisition of the Initial Purchase Shares (the “Initial ClosingAdditional Commitment Shares”) shall occur at in accordance with the offices terms of the Company immediately following execution Purchase Agreement and that, upon issuance of this the Additional Commitment Shares pursuant to the Purchase Agreement, or at such other time the Additional Commitment Shares will be duly authorized, validly issued, fully paid and place as nonassessable with no personal liability attaching to the parties may mutually agree. Promptly following ownership thereof; and FURTHER RESOLVED, that the Initial Closing, the Company will deliver a certificate representing the Initial Shares to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] in gross proceeds in the aggregate (inclusive Corporation shall initially reserve 2,420,396 shares of the gross proceeds raised by the Company in its Series A Preferred Common Stock equity financing as of the Execution Date), the Company shall issue a number of Additional Shares to TSRI as is […***…]% of the Outstanding Shares as of the date of each such Financing Closing (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) for issuance as Additional Commitment Shares under the Additional Share Limitation), it being understood and agreed by the parties that, in connection with each acquisition of Additional Shares, the investment representations of TSRI contained in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver a certificate representing the applicable number of Additional Shares to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein to the contrary, the Company’s obligations and TSRI’s rights under this Agreement with respect to the issuance and acquisition of Additional Shares upon the occurrence of any Financing Closing shall apply only to the extent such Financing Closing is consummated before the earlier of (a) the initial public offering of the Company’s securities or (b) a sale of all or substantially all of the Company’s business to which the License Agreement relates, whether by merger, sale of stock, sale of assets or otherwisePurchase Agreement.

Issuance of Common Stock. TSRI hereby agrees to acquire from the CompanyFurther Resolved, and that the Company is hereby agrees authorized to issue to TSRILincoln Park 347,222 shares of Common Stock as the Commitment Shares, (i) and that upon issuance of the Initial Commitment Shares pursuant to the Purchase Agreement the Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and Further Resolved, that the Company is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the Available Amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and Further Resolved, that the Company shall initially reserve 10,000,000 shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. Further Resolved, that the Company adopt one or more prospectus supplements and preliminary prospectus supplements, if applicable, in the form approved by the Authorized Officers, as a prospectus supplement and preliminary prospectus supplement to be used in connection with the Purchase Shares and (ii) subject Commitment Shares as a takedown off of the Company’s existing Shelf Registration Statement to the provisions below, the Additional Shares. The Company acknowledges that register the issuance of the Purchase Shares and Commitment Shares to TSRI is irrevocable Lincoln Park and non-refundablethe resale thereof, and any prospectus supplement and preliminary prospectus supplement, in the form approved by the Authorized Officers, is not conditioned upon (a) whether hereby ratified, confirmed and approved in all respects, the Company achieves any success with its licensing of Licensed Patent Rights, (b) whether the Company develops, uses or sells any Licensed Products, or (c) any other thing or event except as expressly described in Section 3.2 filing thereof to be conclusive evidence of the License Agreement. TSRI acknowledges due authorization and agrees approval thereof by the Company; and that upon the issuance Authorized Officers be, and each of them hereby is, instructed to TSRI file the prospectus supplements and preliminary prospectus supplements, if applicable, with the SEC under Rule 424(b) promulgated under the Securities Act of 1933, as amended; and Further Resolved, that the Authorized Officers be, and each of them hereby is, authorized and empowered, for and on behalf of the Initial SharesCompany, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock file any notifications required to be issued to TSRI within […***…] after the Effective Date shall be satisfied, and that upon the issuance to TSRI of Additional Shares concurrently with each Financing Closing as provided for herein, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI upon each Financing Closing shall be satisfied. The closing of the issuance and acquisition of the Initial Shares (the “Initial Closing”) shall occur at the offices of the Company immediately following execution of this Agreement, or at such other time and place as the parties may mutually agree. Promptly following the Initial Closing, the Company will deliver a certificate representing the Initial Shares to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] in gross proceeds in the aggregate (inclusive of the gross proceeds raised filed by the Company in its Series A Preferred Stock equity financing with Nasdaq and the Financial Industry Regulatory Authority, Inc. as a result of the Execution Date), Purchase Agreement or the Company shall issue a number of Additional Shares to TSRI as is […***…]% issuance of the Outstanding Purchase Shares as and Commitment Shares and to apply to list all the Offering Shares on Nasdaq; and that the Authorized Officers be, and each of the date of each such Financing Closing (subject to the Additional Share Limitation)them hereby is, it being understood authorized and agreed by the parties thatempowered, in connection with each acquisition of Additional Shares, the investment representations of TSRI contained in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver a certificate representing the applicable number of Additional Shares to TSRI at the address set forth for TSRI and on the signature page hereto. Notwithstanding anything herein to the contrary, the Company’s obligations and TSRI’s rights under this Agreement with respect to the issuance and acquisition of Additional Shares upon the occurrence of any Financing Closing shall apply only to the extent such Financing Closing is consummated before the earlier of (a) the initial public offering behalf of the Company’s securities or (b) a sale , to cause the execution and delivery of any and all documents, to cause the payment of all listing and related fees and to take any and all further actions they deem necessary, appropriate or substantially all desirable to carry out the intent of the Company’s business foregoing, any such determination to which be conclusively evidenced by the License Agreement relates, whether by merger, sale execution and delivery of stock, sale such documents or instruments or the doing or performing of assets such acts or otherwisethings.

Issuance of Common Stock. TSRI hereby agrees to acquire from the CompanyFURTHER RESOLVED, and that the Company is hereby agrees authorized to issue to TSRI, (i) the Initial Shares and (ii) subject to the provisions below, the Additional Shares. The Company acknowledges that the issuance of the Shares to TSRI is irrevocable and non-refundable, and is not conditioned upon (a) whether the Company achieves any success with its licensing of Licensed Patent Rights, (b) whether the Company develops, uses or sells any Licensed Products, or (c) any other thing or event except as expressly described in Section 3.2 of the License Agreement. TSRI acknowledges and agrees that upon the issuance to TSRI of the Initial Shares, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of Lincoln Park 252,447 shares of its Common Stock to be issued to TSRI within […***…] after as the Effective Date shall be satisfiedCommitment Shares, and that upon the issuance to TSRI of Additional Shares concurrently with each Financing Closing as provided for herein, the Company’s obligations under Section 3.2 of the License Agreement with respect Commitment Shares pursuant to the number of Purchase Agreement the Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; FURTHER RESOLVED, that the Company is hereby authorized to issue to Lincoln Park $3.0 million in shares of its Common Stock to be issued to TSRI as Initial Purchase Shares, and that upon each Financing Closing shall be satisfied. The closing of the issuance and acquisition of the Initial Purchase Shares (pursuant to the “Purchase Agreement the Initial Closing”) Purchase Shares shall occur at be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the offices ownership thereof; and FURTHER RESOLVED, that the Company is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the Available Amount under the Purchase Agreement in accordance with the terms of the Company immediately following execution Purchase Agreement and that, upon issuance of this the Purchase Shares pursuant to the Purchase Agreement, or at such other time the Purchase Shares will be duly authorized, validly issued, fully paid and place as nonassessable with no personal liability attaching to the parties may mutually agree. Promptly following the Initial Closingownership thereof; and FURTHER RESOLVED, the Company will deliver a certificate representing the Initial Shares to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] in gross proceeds in the aggregate (inclusive of the gross proceeds raised by the Company in its Series A Preferred Stock equity financing as of the Execution Date), that the Company shall issue a number initially reserve $30.0 million in shares of Additional Common Stock for issuance as Purchase Shares under the Purchase Agreement, as may be calculated from time to TSRI as is […***…]% time over the term of the Outstanding Shares as of the date of each such Financing Closing (subject to the Additional Share Limitation), it being understood and agreed by the parties that, in connection with each acquisition of Additional Shares, the investment representations of TSRI contained in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver a certificate representing the applicable number of Additional Shares to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein to the contrary, the Company’s obligations and TSRI’s rights under this Agreement with respect to the issuance and acquisition of Additional Shares upon the occurrence of any Financing Closing shall apply only to the extent such Financing Closing is consummated before the earlier of (a) the initial public offering of the Company’s securities or (b) a sale of all or substantially all of the Company’s business to which the License Agreement relates, whether by merger, sale of stock, sale of assets or otherwisePurchase Agreement.

Issuance of Common Stock. TSRI hereby agrees Unless a Termination Event shall have occurred on or prior to acquire from the CompanyPurchase Contract Settlement Date or an Early Settlement shall have occurred, on the Purchase Contract Settlement Date, upon its receipt of payment in full of the Purchase Price for the Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article and the Company hereby agrees to issue to TSRI, (i) the Initial Shares and (ii) subject to the provisions below, the Additional Shares. The Company acknowledges that the issuance of the Shares to TSRI is irrevocable and non-refundable, and is not conditioned upon (a) whether the Company achieves any success with its licensing of Licensed Patent Rights, (b) whether the Company develops, uses or sells any Licensed Products, or (c) any other thing or event except as expressly described in Section 3.2 of the License Agreement. TSRI acknowledges and agrees that upon the issuance to TSRI of the Initial Shares, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI within […***…] after the Effective Date shall be satisfied, and that upon the issuance to TSRI of Additional Shares concurrently with each Financing Closing as provided for herein, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI upon each Financing Closing shall be satisfied. The closing of the issuance and acquisition of the Initial Shares (the “Initial Closing”) shall occur at the offices of the Company immediately following execution of this Agreement, or at such other time and place as the parties may mutually agree. Promptly following the Initial Closing, the Company will deliver a certificate representing the Initial Shares to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] in gross proceeds in the aggregate (inclusive of the gross proceeds raised by the Company in its Series A Preferred Stock equity financing as of the Execution Date5.5(b), the Company shall issue a number and deposit with the Agent, for the benefit of Additional Shares to TSRI as is […***…]% the Holders of the Outstanding Shares as Securities, one or more certificates representing the newly issued shares of Common Stock registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for Common Stock, together with any dividends or distributions for which a record date of each and payment date for such Financing Closing (subject dividend or distribution has occurred after the Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund") to which the Holders are entitled hereunder. Subject to the Additional Share Limitation)foregoing, it being understood upon surrender of a Certificate to the Agent on or after the Purchase Contract Settlement Date, together with settlement instructions thereon duly completed and agreed by the parties that, in connection with each acquisition of Additional Sharesexecuted, the investment representations Holder of TSRI contained such Certificate shall be entitled to receive in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver exchange therefor a certificate representing the applicable that number of Additional Shares whole shares of Common Stock which such Holder is entitled to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein receive pursuant to the contrary, the Company’s obligations provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.9 and TSRI’s rights under this Agreement any dividends or distributions with respect to such shares constituting part of the issuance Purchase Contract Settlement Fund, but without any interest thereon, and acquisition the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of Additional Shares upon the occurrence of any Financing Closing shall apply only Holder or the Holder's designee as specified in the settlement instructions provided by the Holder to the extent Agent. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Financing Closing Purchase Contract is consummated before registered, no such registration shall be made unless the earlier Person requesting such registration has paid any transfer and other taxes required by reason of (a) the initial public offering such registration in a name other than that of the Company’s securities or (b) a sale of all or substantially all registered Holder of the Company’s business Certificate evidencing such Purchase Contract or has established to which the License Agreement relates, whether by merger, sale satisfaction of stock, sale of assets the Company that such tax either has been paid or otherwiseis not payable.

Issuance of Common Stock. TSRI hereby The following provision replaces Section 4 of the Agreement: No shares of Common Stock or any cash amount shall be issued to the Participant prior to the date on which the Restricted Stock Units vest and the Forfeiture Restrictions with respect to the Restricted Stock Units lapse, in accordance with Section 5. As soon as reasonably practicable after the Restricted Stock Units vest pursuant to Section 5, the Company shall cause to be issued to the Participant through local payroll a cash amount equivalent to the market value of the shares of Common Stock subject to the vested Restricted Stock Units, less any Tax-Related Items required to be withheld. No shares of Common Stock will be issued to the Participant and any reference in the Agreement to shares of Common Stock being issued to the Participant shall be interpreted accordingly. The value of any Restricted Stock Units that would result in a fractional share (if shares were to be issued in settlement of the Restricted Stock Units) shall be rounded down to the value of a whole share at the time the cash payment is made to the Participant. No cash value of any fractional shares of Common Stock subject to the Restricted Stock Units will be payable to the Participant pursuant to this Agreement. Neither this Section 4 nor any action taken pursuant to or in accordance with this Section 4 shall be construed to create a trust or a funded or secured obligation of any kind. The Participant also agrees to acquire from cooperate with the CompanyCompany with respect to any exchange control matters. If the Company determines at any time that shares of Common Stock may be issued in settlement of vested Restricted Stock Units, Section 4 of the Agreement shall instead be supplemented by the following provision: The Participant understands and agrees that the Company may require that any shares of Common Stock acquired upon the vesting of the Restricted Stock Units be immediately sold and the proceeds of the sale of shares be delivered to the Participant according to such procedures as the Company hereby may establish from time to time, including through local payroll. If the Company does not exercise its right to require the immediate sale of shares of Common Stock issuable upon vesting of the Restricted Stock Units, as described in the preceding sentence, the Participant understands and agrees to issue to TSRI, that (i) the Initial Shares Participant must maintain shares of Common Stock acquired under the Plan in an account maintained by the Company's designated broker and (ii) subject any shares acquired by the Participant under the Plan must be sold no later than ninety (90) days after the Participant’s termination of employment, or within any other such time frame as the Company determines to be necessary or advisable for legal or administrative reasons. The Participant understands that any shares of Common Stock acquired by the Participant under the Plan that have not been sold within the required deadline will be automatically sold by the Company's designated broker at the Company’s direction, pursuant to this authorization by the Participant. The Participant agrees that the Company is authorized to instruct the designated broker to assist with the mandatory sale of such shares (on the Participant’s behalf pursuant to this authorization), and the Participant expressly authorizes the designated broker to complete the sale of such shares. The Participant also agrees to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the designated broker) to effectuate the sale of the shares of Common Stock (including, without limitation, as to the provisions transfers of the proceeds and other exchange control matters noted below) and shall otherwise cooperate with the Company with respect to such matters, provided that the Additional SharesParticipant shall not be permitted to exercise any influence over how, when or whether the sales occur. The Company Participant acknowledges that the issuance designated broker is under no obligation to arrange for the sale of the Shares shares of Common Stock at any particular price. Due to TSRI is irrevocable and non-refundable, and is not conditioned upon (a) whether fluctuations in the Company achieves any success with its licensing of Licensed Patent Rights, (b) whether the Company develops, uses or sells any Licensed Products, or (c) any other thing or event except as expressly described in Section 3.2 price of the License AgreementCommon Stock and/or applicable exchange rates between vesting and (if later) the date on which the shares of Common Stock are sold, the amount of proceeds ultimately distributed to the Participant may be more or less than the market value of the shares of Common Stock at vesting. TSRI acknowledges The Participant understands and agrees that upon the issuance to TSRI Company is not responsible for the amount of any loss the Participant may incur and that the Company assumes no liability for any fluctuations in the price of the Initial Shares, shares of Common Stock and/or any applicable exchange rate. The Participant also agrees to cooperate with the Company’s obligations under Section 3.2 of the License Agreement Company with respect to the number of shares of its Common Stock to be issued to TSRI within […***…] after the Effective Date shall be satisfied, and that upon the issuance to TSRI of Additional Shares concurrently with each Financing Closing as provided for herein, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI upon each Financing Closing shall be satisfied. The closing of the issuance and acquisition of the Initial Shares (the “Initial Closing”) shall occur at the offices of the Company immediately following execution of this Agreement, or at such other time and place as the parties may mutually agree. Promptly following the Initial Closing, the Company will deliver a certificate representing the Initial Shares to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] in gross proceeds in the aggregate (inclusive of the gross proceeds raised by the Company in its Series A Preferred Stock equity financing as of the Execution Date), the Company shall issue a number of Additional Shares to TSRI as is […***…]% of the Outstanding Shares as of the date of each such Financing Closing (subject to the Additional Share Limitation), it being understood and agreed by the parties that, in connection with each acquisition of Additional Shares, the investment representations of TSRI contained in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver a certificate representing the applicable number of Additional Shares to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein to the contrary, the Company’s obligations and TSRI’s rights under this Agreement with respect to the issuance and acquisition of Additional Shares upon the occurrence of any Financing Closing shall apply only to the extent such Financing Closing is consummated before the earlier of (a) the initial public offering of the Company’s securities or (b) a sale of all or substantially all of the Company’s business to which the License Agreement relates, whether by merger, sale of stock, sale of assets or otherwiseexchange control matters.

Issuance of Common Stock. TSRI hereby agrees to acquire from the Company, and the Company hereby a. Borrower agrees to issue to TSRILender 10,000,000 shares of the Borrower’s common stock (the “Securities”), (i) the Initial Shares and (ii) subject to the provisions belowrestrictions and terms set forth herein. b. Lender is acquiring the Securities for Lender’s own account, for investment purposes only, and not with a view toward the Additional Shares. The Company acknowledges that resale or distribution thereof within the issuance meaning of the Shares Securities Act of 1933 (the “Act”), except pursuant to TSRI effective registrations or qualifications relating thereto under the Act and applicable state securities or blue sky laws or pursuant to an exemption therefrom. c. Lender is irrevocable an “accredited investor” within the meaning of Regulation D of the rules and non-refundableregulations promulgated under the Act and has such business or financial expertise as to be able to protect Lender’s own interests in connection with the purchase of the Securities d. Lender has had the opportunity to ask questions of, and to receive answers from, appropriate executive officers of Borrower with respect to the terms and conditions of the transactions contemplated hereby and with respect to the business, affairs, financial condition and results of operations of Borrower. Lender has had access to such financial and other information as is not conditioned upon necessary in order for the Lender to make a fully informed decision as to investment in Borrower, and has had the opportunity to obtain any additional information necessary to verify any of such information to which Lender has had access. e. Lender understands that: (a) whether the Company achieves Securities have not been registered under the Act or the securities laws of any success state or other jurisdiction in reliance upon exemptions from such registration requirements for non-public offerings; (b) the Securities may not be sold, pledged or otherwise transferred except pursuant to effective registrations or qualifications relating thereto under the Act and other applicable securities laws or pursuant to an exemption therefrom; and (c) Borrower is not under any obligation to register or qualify the Securities under the Act or any other applicable securities laws, or to take any action to make any exemption from any such registration provisions available. Lender understands that Lender may not transfer any Securities unless such Securities are registered under the Act or qualified under applicable state securities laws or unless with its licensing respect to the Securities, in the reasonable opinion of Licensed Patent Rightscounsel to Borrower, exemptions from such registration and qualification requirements are available. Borrower may require an opinion to such effect from counsel to Lender reasonably satisfactory to Borrower. Lender has also been advised that exemptions from registration and qualification may not be available or may not permit Lender to transfer all or any of the Securities in the amounts or at the times proposed by Lender. f. Lender will not sell, assign or transfer any of the Securities received by Lender in connection with this Amendment except (a) pursuant to an effective registration statement under the Act, (b) whether in conformity with the Company develops, uses or sells any Licensed Productsvolume and other limitations of Rule 144 promulgated under the Act, or (c) in a transaction which, in the opinion of independent counsel to Lender delivered to Borrower and satisfactory to Borrower, is not required to be registered under the Act. Borrower shall not have any other thing or event except as expressly described obligation to effect a transfer of any Securities that is not in Section 3.2 compliance with applicable federal and state securities laws. g. Lender has been advised and acknowledges that Securities and Exchange Commission Rule (“SEC”) Rule 144 promulgated under the Act, which permits certain limited sales of the License Agreement. TSRI acknowledges and agrees that upon the issuance to TSRI of the Initial Sharesunregistered securities, the Company’s obligations under Section 3.2 of the License Agreement is not presently available with respect to the number Securities and, in any event, requires that the Securities be held for a minimum of shares six months (and the sale thereof may be subject to certain volume and other limitations under Rule 144), after they have been purchased and paid for (within the meaning of its Common Stock Rule 144), before they may be resold under Rule 144. Lender understands that Rule 144 may indefinitely apply to be issued to TSRI within […***…] after the Effective Date shall be satisfied, and that upon the issuance to TSRI of Additional Shares concurrently with each Financing Closing as provided for herein, the Company’s obligations under Section 3.2 restrict transfer of the License Agreement with respect to Securities if Lender is an “affiliate” of Borrower and “current public information” about Borrower (as defined in Rule 144) is not publicly available. h. Borrower may place the number of shares of its Common Stock to be issued to TSRI upon each Financing Closing shall be satisfied. The closing of the issuance and acquisition of the Initial Shares (the “Initial Closing”) shall occur at the offices of the Company immediately following execution of this Agreement, below legend or at such other time and place legends as the parties it may mutually agree. Promptly following the Initial Closingreasonably deem appropriate, the Company will deliver a on each certificate or instrument representing the Initial Shares to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] in gross proceeds in the aggregate (inclusive of the gross proceeds raised by the Company in its Series A Preferred Stock equity financing as of the Execution Date), the Company shall issue a number of Additional Shares to TSRI as is […***…]% of the Outstanding Shares as of the date of each such Financing Closing (subject to the Additional Share Limitation), it being understood and agreed by the parties that, in connection with each acquisition of Additional Shares, the investment representations of TSRI contained in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver a certificate representing the applicable number of Additional Shares to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein to the contrary, the Company’s obligations and TSRI’s rights under this Agreement with respect to the issuance and acquisition of Additional Shares upon the occurrence of any Financing Closing shall apply only to the extent such Financing Closing is consummated before the earlier of (a) the initial public offering of the Company’s securities or (b) a sale of all or substantially all of the Company’s business to which the License Agreement relates, whether by merger, sale of stock, sale of assets or otherwise.Securities:

Issuance of Common Stock. TSRI FURTHER RESOLVED, that the Corporation is hereby agrees authorized to acquire from issue to Lincoln Park 150,000 shares of Common Stock as Initial Commitment Shares pursuant to the CompanyPurchase Agreement, and the Company Initial Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby agrees authorized to issue to TSRILincoln Park up to 4,851,408 shares of Common Stock as the Purchase Shares in accordance with the terms of the Purchase Agreement and that, (i) the Initial Shares and (ii) subject to the provisions below, the Additional Shares. The Company acknowledges that the upon issuance of the Purchase Shares pursuant to TSRI the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve 4,851,408 shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement; and FURTHER RESOLVED, that the Corporation is irrevocable and hereby authorized to issue 150,000 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-refundablecash dividend, and is not conditioned upon (astock split or other similar transaction) whether in connection with the Company achieves any success with its licensing purchase of Licensed Patent Rights, (b) whether the Company develops, uses or sells any Licensed Products, or (c) any other thing or event except as expressly described in Section 3.2 of the License Agreement. TSRI acknowledges and agrees that upon the issuance to TSRI of the Initial Shares, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI within […***…] after the Effective Date shall be satisfied, and that upon the issuance to TSRI of Additional Shares concurrently with each Financing Closing as provided for herein, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI upon each Financing Closing shall be satisfied. The closing of the issuance and acquisition of the Initial Purchase Shares (the “Initial ClosingAdditional Commitment Shares”) shall occur at in accordance with the offices terms of the Company immediately following execution Purchase Agreement and that, upon issuance of this the Additional Commitment Shares pursuant to the Purchase Agreement, or at such other time the Additional Commitment Shares will be duly authorized, validly issued, fully paid and place as nonassessable with no personal liability attaching to the parties may mutually agree. Promptly following ownership thereof; and FURTHER RESOLVED, that the Initial Closing, the Company will deliver a certificate representing the Initial Shares to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] in gross proceeds in the aggregate (inclusive Corporation shall initially reserve 150,000 shares of the gross proceeds raised by the Company in its Series A Preferred Common Stock equity financing as of the Execution Date), the Company shall issue a number of Additional Shares to TSRI as is […***…]% of the Outstanding Shares as of the date of each such Financing Closing (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) for issuance as Additional Commitment Shares under the Additional Share Limitation), it being understood and agreed by the parties that, in connection with each acquisition of Additional Shares, the investment representations of TSRI contained in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver a certificate representing the applicable number of Additional Shares to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein to the contrary, the Company’s obligations and TSRI’s rights under this Agreement with respect to the issuance and acquisition of Additional Shares upon the occurrence of any Financing Closing shall apply only to the extent such Financing Closing is consummated before the earlier of (a) the initial public offering of the Company’s securities or (b) a sale of all or substantially all of the Company’s business to which the License Agreement relates, whether by merger, sale of stock, sale of assets or otherwise.Purchase Agreement; and

Issuance of Common Stock. TSRI FURTHER RESOLVED, that the Company is hereby agrees authorized to acquire from issue the CompanyCommitment Fee to Leviston as consideration for Leviston entering into the Purchase Agreement, and the Company hereby agrees to issue to TSRI, (i) the Initial Shares and (ii) subject to the provisions below, the Additional Shares. The Company acknowledges that the upon issuance of the Shares Commitment Fee pursuant to TSRI is irrevocable the Purchase Agreement, the Commitment Fee, if payable in shares of the Company’s Common Stock, shall be duly authorized, validly issued, fully paid and non-refundableassessable; and FURTHER RESOLVED, and is not conditioned upon (a) whether that the Company achieves any success is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares from time to time with its licensing an aggregate purchase price of Licensed Patent Rights, (b) whether up to $8,000,000 under the Company develops, uses or sells any Licensed Products, or (c) any other thing or event except as expressly described Purchase Agreement in Section 3.2 accordance with the terms of the License Purchase Agreement. TSRI acknowledges and agrees , provided that upon the issuance to TSRI of the Initial Shares, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock issued pursuant to be issued to TSRI within […***…] after the Effective Date Purchase Agreement (including all Purchase Shares and Commitment shares, if any) (the “Purchase Shares” and “Additional Purchase Shares”, the “Leviston Shares”) shall be satisfied, and that upon the issuance to TSRI not exceed 19.99% of Additional Shares concurrently with each Financing Closing as provided for herein, the Company’s obligations under Section 3.2 outstanding shares of Common Stock as of the License Agreement with respect date hereof without the affirmative consent of the stockholders; and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, including payment therefor, the Purchase Shares and Commitment shares, if any, will be duly authorized, validly issued, fully paid and non-assessable; and FURTHER RESOLVED, that the Company is authorized to, and hereby does, reserve out of its authorized but unissued shares of Common Stock the maximum number of shares of its Common Stock that is issuable to be issued to TSRI upon each Financing Closing shall be satisfied. The closing of Leviston under the issuance and acquisition of the Initial Shares (the “Initial Closing”) shall occur at the offices of the Company immediately following execution of this Purchase Agreement, or at such other subject to automatic adjustment from time and place as the parties may mutually agree. Promptly following the Initial Closing, the Company will deliver a certificate representing the Initial Shares to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] in gross proceeds in the aggregate (inclusive of the gross proceeds raised by the Company in its Series A Preferred Stock equity financing as of the Execution Date), the Company shall issue a number of Additional Purchase Shares are sold to TSRI as is […***…]% of the Outstanding Shares as of the date of each such Financing Closing (subject to the Additional Share Limitation), it being understood and agreed by the parties that, in connection with each acquisition of Additional Shares, the investment representations of TSRI contained in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver a certificate representing the applicable number of Additional Shares to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein to the contrary, the Company’s obligations and TSRI’s rights under this Agreement with respect to the issuance and acquisition of Additional Shares upon the occurrence of any Financing Closing shall apply only to the extent such Financing Closing is consummated before the earlier of (a) the initial public offering of the Company’s securities or (b) a sale of all or substantially all of the Company’s business to which the License Agreement relates, whether by merger, sale of stock, sale of assets or otherwise.Leviston; and

Issuance of Common Stock. TSRI FURTHER RESOLVED, that the Corporation is hereby agrees to acquire from the Company, and the Company hereby agrees authorized to issue to TSRI, (i) the Initial Lincoln Park 815,827 shares of Common Stock as Commitment Shares upon execution and (ii) subject to the provisions below, the Additional Shares. The Company acknowledges that the issuance delivery of the Shares to TSRI is irrevocable and non-refundable, and is not conditioned upon (a) whether Purchase Agreement by the Company achieves any success with its licensing of Licensed Patent Rights, (b) whether the Company develops, uses or sells any Licensed Products, or (c) any other thing or event except as expressly described in Section 3.2 of the License Agreement. TSRI acknowledges and agrees that upon the issuance to TSRI of the Initial Shares, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI within […***…] after the Effective Date shall be satisfiedLincoln Park, and that upon issuance of the Commitment Shares pursuant to the Purchase Agreement the Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the Available Amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares and receipt of the consideration therefor pursuant to TSRI of Additional Shares concurrently with each Financing Closing as provided for hereinthe Purchase Agreement, the Company’s Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve 20,288,840 shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement; and FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Corporation and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Corporation to consummate the transactions contemplated by the Purchase Agreement and the agreements referred to therein and to perform its obligations under Section 3.2 such agreements; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the License Agreement with respect Corporation, to the number of shares of its Common Stock take or cause to be issued taken all such further actions and to TSRI upon each Financing Closing execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be satisfied. The closing necessary, proper or desirable to carry into effect the purpose and intent of any and all of the issuance foregoing resolutions, and acquisition that all actions heretofore taken by any officer or director of the Initial Shares (the “Initial Closing”) shall occur at the offices of the Company immediately following execution of this Agreement, or at such other time and place as the parties may mutually agree. Promptly following the Initial Closing, the Company will deliver a certificate representing the Initial Shares to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] in gross proceeds in the aggregate (inclusive of the gross proceeds raised by the Company in its Series A Preferred Stock equity financing as of the Execution Date), the Company shall issue a number of Additional Shares to TSRI as is […***…]% of the Outstanding Shares as of the date of each such Financing Closing (subject to the Additional Share Limitation), it being understood and agreed by the parties that, Corporation in connection with each acquisition of Additional Sharesthe transactions contemplated by the agreements described herein are hereby approved, the investment representations of TSRI contained ratified and confirmed in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver a certificate representing the applicable number of Additional Shares to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein to the contrary, the Company’s obligations and TSRI’s rights under this Agreement with respect to the issuance and acquisition of Additional Shares upon the occurrence of any Financing Closing shall apply only to the extent such Financing Closing is consummated before the earlier of (a) the initial public offering of the Company’s securities or (b) a sale of all or substantially all of the Company’s business to which the License Agreement relates, whether by merger, sale of stock, sale of assets or otherwiserespects.

Issuance of Common Stock. TSRI hereby agrees Unless a Bankruptcy Event or Sale of Assets shall have occurred on or prior to acquire from the Final Settlement Date or an earlier Acceleration Date, on the Final Settlement Date or an earlier Acceleration Date, upon the Company's receipt of payment in full of the purchase price for the shares of Common Stock purchased by the Holders pursuant to the foregoing provisions of this Article, and the Company hereby agrees to issue to TSRIin payment of Deferred Contract Fees, (i) the Initial Shares and (ii) subject to the provisions belowif any, the Additional Shares. The Company acknowledges that the issuance of the Shares to TSRI is irrevocable and non-refundable, and is not conditioned upon (a) whether the Company achieves any success with its licensing of Licensed Patent Rights, (b) whether the Company develops, uses or sells any Licensed Products, or (c) any other thing or event except as expressly described in Section 3.2 of the License Agreement. TSRI acknowledges and agrees that upon the issuance to TSRI of the Initial Shares, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI within […***…] after the Effective Date shall be satisfied, and that upon the issuance to TSRI of Additional Shares concurrently with each Financing Closing as provided for herein, the Company’s obligations under Section 3.2 of the License Agreement with respect to the number of shares of its Common Stock to be issued to TSRI upon each Financing Closing shall be satisfied. The closing of the issuance and acquisition of the Initial Shares (the “Initial Closing”) shall occur at the offices of the Company immediately following execution of this Agreement, or at such other time and place as the parties may mutually agree. Promptly following the Initial Closing, the Company will deliver a certificate representing the Initial Shares to TSRI at the address set forth for TSRI on the signature page hereto. Contingent and effective upon each Financing Closing until such time as the Company has raised at least $[…***…] in gross proceeds in the aggregate (inclusive of the gross proceeds raised owed by the Company in its Series A Preferred Stock equity financing as of to the Execution Date)Holders, the Company shall issue a number and deposit with the Agent, for the benefit of Additional Shares to TSRI as is […***…]% the Holders of the Outstanding Shares as Securities, one or more certificates representing the shares of Common Stock registered in the name of the date Agent (or its nominee) as custodian for the Holders (such certificates for shares of each such Financing Closing (subject Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Final Settlement Fund" or "Acceleration Settlement Fund" as applicable) to which the Holders are entitled hereunder. Subject to the Additional Share Limitation)foregoing, it being understood upon surrender of a Security Certificate to the Agent on or after the Final Settlement Date or earlier Acceleration Date, together with settlement instructions thereon duly completed and agreed by the parties that, in connection with each acquisition of Additional Sharesexecuted, the investment representations Holder of TSRI contained such Security Certificate shall be entitled to receive in Section 4 of this Agreement shall speak as of the date of the applicable Financing Closing. Within […***…] after each Financing Closing, the Company will deliver exchange therefor a certificate representing the applicable that number of Additional Shares whole shares of Common Stock which such Holder is entitled to TSRI at the address set forth for TSRI on the signature page hereto. Notwithstanding anything herein receive pursuant to the contrary, the Company’s obligations provisions of this Article Five (after taking into account all Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.11 or any other cash payments and TSRI’s rights under this Agreement any dividends or distributions with respect to such shares constituting part of the issuance Final Settlement Fund or Acceleration Settlement Fund, as applicable, but without any interest thereon, and acquisition the Security Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of Additional Shares upon the occurrence Holder or the Holder's designee as specified in the settlement instructions on the Security Certificate. If any shares of Common Stock issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Security Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any Financing Closing shall apply only transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Security Certificate evidencing such Purchase Contract or has established to the extent such Financing Closing is consummated before the earlier of (a) the initial public offering satisfaction of the Company’s securities Company that such tax either has been paid or (b) a sale of all or substantially all of the Company’s business to which the License Agreement relates, whether by merger, sale of stock, sale of assets or otherwiseis not payable.