Samuel J. Braun
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 488445 206
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13D
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Page 1 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
Samuel J. Braun
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
PF, AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
3,067,560
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8
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SHARED VOTING POWER
310,000
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9
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SOLE DISPOSITIVE POWER
3,067,560
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10
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SHARED DISPOSITIVE POWER
310,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,377,560
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
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14
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TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 488445 206
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13D
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Page 2 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
ThinkSwitch Capital, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
280,000
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
280,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
280,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
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14
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TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No. 488445 206
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13D
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Page 3 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
ThetaBurn Investments, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) x
(b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
South Dakota
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
30,000
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
30,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
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14
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TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No. 488445 206
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13D
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Page 4 of 6 Pages
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ITEM 1.
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SECURITY AND ISSUER.
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This Schedule 13D relates to the shares of common
stock, par value $0.0001 per share (“Common Stock”), of the KemPharm, Inc., a Delaware corporation (the “Issuer”),
whose principal executive office is located at 1180 Celebration Boulevard, Suite 103, Celebration, FL 34747.
ITEM 2.
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IDENTITY AND BACKGROUND.
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Samuel J. Braun’s (“Braun”) business
address is 5 West Main St., Box 361, Warner, South Dakota 57479-0361. He is a private investor and U.S. citizen.
Each of ThinkSwitch Capital, LLC, a Delaware limited
liability company (“ThinkSwitch”), and ThetaBurn Investments, LLC, a South Dakota limited liability company (“ThetaBurn”
and, together with Braun and ThinkSwitch, the “reporting persons”), is a private investment fund with its principal office
at 5 West Main St., Box 361, Warner, South Dakota 57479-0361. Each of ThinkSwitch and ThetaBurn is controlled by Braun.
During the last five years, none of the reporting
persons has been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party
to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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The 3,067,560 shares of Common Stock purchased
by Braun were purchased with personal funds. The aggregate purchase price for such shares was approximately $29,296,000.
The 280,000 shares of Common Stock purchased by
ThinkSwitch were purchased with working capital. The aggregate purchase price for such shares was approximately $2,618,000.
The 30,000 shares of Common Stock purchased by
ThetaBurn were purchased with working capital. The aggregate purchase price for such shares was approximately $265,500.
ITEM 4.
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PURPOSE OF TRANSACTION.
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Each of the reporting persons purchased shares
of Common Stock based on the belief that it, when purchased, represented an attractive investment opportunity. Depending upon overall
market conditions, other investment opportunities and the availability of Common Stock at prices that would make the purchase or sale
of Common Stock desirable, each of the reporting persons may seek to acquire or dispose of shares of Common Stock.
In addition, Braun has engaged, and intends to
continue to engage, in communications with the Issuer’s Board of Directors (the “Board”) and management team regarding
opportunities to maximize stockholder value, including, without limitation, by terminating the Issuer’s at-the-market offering and
authorizing and executing a share repurchase program, and regarding potential candidates to serve as directors of the Issuer.
ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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Braun beneficially owns 3,377,560 shares of Common
Stock, representing approximately 9.6% of the outstanding shares of Common Stock based on the Issuer’s Quarterly Report on Form 10-Q
filed on November 10, 2021. Braun has sole power to vote or direct the vote of, and sole power to dispose or to direct the disposition
of, 3,067,560 shares of Common Stock. Braun has (i) with ThinkSwitch, shared power to vote or direct the vote of, and shared power
to dispose or direct the disposition of, 280,000 shares of Common Stock and (ii) with ThetaBurn, shared power to vote or direct the
vote of, and shared power to dispose or direct the disposition of, 30,000 shares of Common Stock.
CUSIP No. 488445 206
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13D
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Page 5 of 6 Pages
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ThinkSwitch beneficially owns 280,000 shares of
Common Stock, representing approximately 0.8% of the outstanding shares of Common Stock based on the Issuer’s Quarterly Report
on Form 10-Q filed on November 10, 2021, with respect to all of which ThinkSwitch has, with Braun, shared power to vote or
direct the vote, and shared power to dispose or direct the disposition.
ThetaBurn beneficially owns 30,000 shares of Common
Stock, representing approximately 0.1% of the outstanding shares of Common Stock based on the Issuer’s Quarterly Report on Form 10-Q
filed on November 10, 2021, with respect to all of which ThetaBurn has, with Braun, shared power to vote or direct the vote, and
shared power to dispose or direct the disposition.
ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
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Of the 3,067,560 shares of Common Stock held directly
by Braun, 3,040,000 shares are held in a brokerage account with TD Ameritrade, Inc. (“TD Ameritrade”). Under the terms
of such account, TD Ameritrade may extend margin credit to Braun as and when required to open or carry positions in such account, subject
to applicable federal margin regulations, stock exchange rules and brokers’ credit policies. The shares of Common Stock held
in the margin account are pledged as collateral security for any such credit and may be sold by TD Ameritrade to maintain the required
equity percentage in the account.
On December 1, 2021, the reporting persons
entered into a Joint Filing Agreement in which the reporting persons agreed to the joint filing on behalf of each of them of statements
on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached
hereto as Exhibit A and is incorporated herein by reference.
ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit A Joint Filing Agreement,
dated December 1, 2021
CUSIP No. 488445 206
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13D
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Page 6 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
Date: December 1, 2021
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/s/
Samuel J. Braun
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Samuel
J. Braun
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THINKSWITCH
Capital, LLC
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By:
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/s/ Samuel J. Braun
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Name:
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Samuel J. Braun
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Title:
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Managing Member
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ThetaBurn
Investments, LLC
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By:
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/s/ Samuel J. Braun
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Name:
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Samuel J. Braun
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Title:
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Managing Member
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EXHIBIT A
JOINT FILING AGREEMENT
Pursuant
to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange
Act”), the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13
of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit
thereto) with respect to securities of KemPharm, Inc., a Delaware corporation, and further agree to the filing, furnishing and/or
incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings
and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none
of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such
person knows or has reason to believe that such information is inaccurate. This Agreement shall remain in full force and effect until
revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
Dated: December 1, 2021
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/s/
Samuel J. Braun
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Samuel
J. Braun
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THINKSWITCH
Capital, LLC
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By:
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/s/ Samuel J. Braun
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Name:
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Samuel J. Braun
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Title:
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Managing Member
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ThetaBurn
Investments, LLC
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By:
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/s/ Samuel J. Braun
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Name:
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Samuel J. Braun
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Title:
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Managing Member
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