Third Amended and Restated Investor Rights Agreement



 Exhibit 4.2 

PRONAI THERAPEUTICS, INC. 

THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 SECTION 1. GENERAL
	  	 	1	  
			
	 1.1
	 	 Definitions
	  	 	1	  
		
	 SECTION 2. RESTRICTIONS ON TRANSFER; REGISTRATION
	  	 	3	  
			
	 2.1
	 	 Restrictions on Transfer
	  	 	3	  
			
	 2.2
	 	 Demand Registration
	  	 	5	  
			
	 2.3
	 	 Piggyback Registrations
	  	 	7	  
			
	 2.4
	 	 Short Form Registration
	  	 	8	  
			
	 2.5
	 	 Expenses of Registration
	  	 	9	  
			
	 2.6
	 	 Obligations of the Company
	  	 	9	  
			
	 2.7
	 	 Termination of Registration Rights
	  	 	11	  
			
	 2.8
	 	 Delay of Registration; Furnishing Information
	  	 	11	  
			
	 2.9
	 	 Indemnification
	  	 	11	  
			
	 2.10
	 	 Assignment of Registration Rights
	  	 	13	  
			
	 2.11
	 	 Amendment of Registration Rights
	  	 	13	  
			
	 2.12
	 	 Limitation on Subsequent Registration Rights
	  	 	14	  
			
	 2.13
	 	 “Market Stand-Off” Agreement
	  	 	14	  
			
	 2.14
	 	 Agreement to Furnish Information
	  	 	14	  
			
	 2.15
	 	 Rule 144 Reporting
	  	 	14	  
		
	 SECTION 3. COVENANTS OF THE COMPANY
	  	 	15	  
			
	 3.1
	 	 Basic Financial Information and Reporting
	  	 	15	  
			
	 3.2
	 	 Operating Budget
	  	 	16	  
			
	 3.3
	 	 Inspection
	  	 	16	  
			
	 3.4
	 	 Confidentiality of Records
	  	 	16	  
			
	 3.5
	 	 Payment of Corporate Taxes; Corporate Existence and Licenses; Maintenance of Properties
	  	 	16	  


  
 -i- 








 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 3.6
	 	 Insurance
	  	 	17	  
			
	 3.7
	 	 Maintenance and Protection of Intellectual Property
	  	 	17	  
			
	 3.8
	 	 Employee Agreements
	  	 	18	  
			
	 3.9
	 	 Employee Vesting
	  	 	18	  
			
	 3.10
	 	 Related Party Transactions
	  	 	18	  
			
	 3.11
	 	 Matters Requiring Majority of the Board Approval
	  	 	18	  
			
	 3.12
	 	 Board Matters
	  	 	19	  
			
	 3.13
	 	 Termination of Covenants
	  	 	20	  
		
	 SECTION 4. PARTICIPATION RIGHTS.
	  	 	20	  
			
	 4.1
	 	 Subsequent Offerings
	  	 	20	  
			
	 4.2
	 	 Exercise of Rights
	  	 	20	  
			
	 4.3
	 	 Issuance of Equity Securities to Other Persons
	  	 	20	  
			
	 4.4
	 	 Termination And Waiver Of Participation Rights
	  	 	21	  
			
	 4.5
	 	 Transfer Of Participation Rights
	  	 	21	  
			
	 4.6
	 	 Sale Without Notice
	  	 	21	  
			
	 4.7
	 	 Loss Of Participation Rights
	  	 	21	  
			
	 4.8
	 	 Excluded Securities
	  	 	21	  
		
	 SECTION 5. MISCELLANEOUS.
	  	 	22	  
			
	 5.1
	 	 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial
	  	 	22	  
			
	 5.2
	 	 Successors and Assigns
	  	 	23	  
			
	 5.3
	 	 Entire Agreement
	  	 	23	  
			
	 5.4
	 	 Effect on Prior Agreement
	  	 	23	  
			
	 5.5
	 	 Severability
	  	 	23	  
			
	 5.6
	 	 Amendment and Waiver
	  	 	23	  


  
 -ii- 








 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 5.7
	 	 Delays or Omissions
	  	 	24	  
			
	 5.8
	 	 Notices
	  	 	24	  
			
	 5.9
	 	 Attorneys’ Fees
	  	 	24	  
			
	 5.10
	 	 Titles and Subtitles
	  	 	25	  
			
	 5.11
	 	 Additional Investors
	  	 	25	  
			
	 5.12
	 	 Aggregation of Stock
	  	 	25	  
			
	 5.13
	 	 Counterparts
	  	 	25	  


  
 -iii- 








 PRONAI THERAPEUTICS, INC. 

THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 

THIS THIRD AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT (this “Agreement”) is entered into as of April 17, 2014 by and among PRONAI THERAPEUTICS,
INC., a Delaware corporation (the “Company”), and the Investors listed on Exhibit A attached to this Agreement (collectively, the “Investors” and each, without distinction
among them, an “Investor”). 
 RECITALS 

WHEREAS, certain of the Investors (the “Prior Investors”) are holders of the Company’s Series A Preferred Stock
(the “Series A Preferred”), the Company’s Series B Preferred Stock (the “Series B Preferred”), the Company’s Series B-1 Preferred Stock (the “Series B-1 Preferred”,
collectively with the Series B Preferred, the “Preferred B Stock”) or the Company’s Series C Preferred Stock (the “Series C Preferred”); and 

WHEREAS, certain of the Investors (the “New Investors”), concurrent with the execution of this Agreement, are
purchasing shares of the Company’s Series D Preferred Stock (the “Series D Preferred”, together with the Series A Preferred, the Preferred B Stock and the Series C Preferred, the “Preferred”)
pursuant to that certain Series D Preferred Stock Purchase Agreement of even date herewith (the “Purchase Agreement”), by and among the Company and the New Investors; and 

WHEREAS, the Prior Investors and the Company entered into that certain Second Amended and Restated Investor Rights Agreement dated
December 20, 2013 (the “Prior Agreement”); and 
 WHEREAS, the Company and the Prior Investors desire to amend
and restate the Prior Agreement to provide the New Investors with the rights and privileges set forth herein. 

AGREEMENT 

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows: 
 SECTION 1. GENERAL. 

1.1 DEFINITIONS. As used in this Agreement the following terms shall have the following respective meanings: 

(a) “Change in Control” means (i) the sale of substantially all of the assets of the
Company, or (ii) the consolidation or merger of the Company with or into any other corporation or other entity or person or any other corporate reorganization, in which the capital stock of the Company prior to such consolidation, merger or
reorganization, represents less than 







 
fifty percent (50%) of the voting power of the surviving entity immediately after such consolidation, merger or reorganization, provided, however, that (A) any
consolidation or merger effected exclusively to change the domicile of the Company, or (B) any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or
indebtedness of the Company is cancelled or converted or a combination thereof, shall not constitute a Change in Control. 
 (b)
“Common Stock” means the Company’s common shares, as so designated in the Restated Certificate. 

(c) “Equity Securities” means (i) any Common Stock, the Preferred or other security of the
Company, (ii) any security convertible, with or without consideration, into any Common Stock, the Preferred or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right
to subscribe to or purchase any Common Stock, the Preferred or other security, or (iv) any such warrant or right. 
 (d)
“Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 (e)
“Form S-3” means such form under the Securities Act as in effect on the date hereof or any successor or similar registration form under the Securities Act subsequently adopted by the SEC which permits
inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC. 
 (f)
“Holder” means any Investor owning of record Registrable Securities that have not been sold to the public or any assignee of record of such Registrable Securities in accordance with Section 2.10 hereof.

 (g) “Initial Offering” means the Company’s first firm commitment underwritten public
offering of its Common Stock registered under the Securities Act. 
 (h) “Proprietary Rights”
means patents, trademarks, trade names, know-how, rights in trade dress and packaging, and shop rights, copyrights, inventions, trade secrets, service marks and all other intellectual property rights, in each case whether registered or not and in
each case wherever such rights exist throughout the world, and including the right to recover for any past infringement. 
 (i)
“Register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document. 
 (j)
“Registrable Securities” means (i) Common Stock of the Company issued or issuable upon conversion of the Preferred and (ii) any other shares of Common Stock of the Company held beneficially or of
record (or issuable upon the conversion or exercise of any warrant, right or other security which is held beneficially or of record) by a holder of the securities described in the foregoing clause (i). Notwithstanding the foregoing, Registrable
Securities shall not include any securities sold by a person to the public either pursuant to a registration statement or Rule 144 or sold in a private transaction in which the transferor’s rights under Section 2 of this Agreement are not
assigned. 

  
 2 








 (k) “Registrable Securities Deemed Outstanding” means the shares
of the Company’s Common Stock that are Registrable Securities that are either: (i) then issued and outstanding, or (ii) issuable upon the exercise or conversion of vested rights under exercisable or convertible securities. 

(l) “Registration Expenses” means all expenses incurred by the Company in complying with Sections 2.2, 2.3 and
2.4 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, reasonable fees and disbursements not to exceed $30,000 for a single special counsel for the Holders,
blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company). 

1.2 “Restated Certificate” means the Fifth Amended and Restated Certificate of Incorporation of the Company, as
it may be amended or further restated from time to time as permitted by the terms thereof and this Agreement. 
 (a) “Rule
144” means Rule 144, as promulgated under the Securities Act, or any similar or analogous rule promulgated under the Securities Act. 

(b) “SEC” or “Commission” means the Securities and Exchange Commission. 

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

(d) “Selling Expenses” means all underwriting discounts and selling commissions applicable to the sale. 

(e) “Special Registration Statement” means (i) a registration statement relating to any employee benefit
plan, (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, any registration statements related to the resale of securities issued in such a transaction, or (iii) a registration related to
stock issued upon conversion of debt securities. 
 (f) “State Securities Laws” means all applicable state
securities laws and regulations, including, without limitation, the registration, permit or qualification requirements thereunder. 
 SECTION 2.
RESTRICTIONS ON TRANSFER; REGISTRATION. 
 2.1 RESTRICTIONS ON TRANSFER. 

(a) Each Holder agrees not to make any disposition of all or any portion of Registrable Securities unless and until: 

(i) There is then in effect a registration statement under the Securities Act and the State Securities Laws covering such proposed
disposition and such disposition is made in accordance with such registration statement; or 

  
 3 








 (ii) (A) The transferee has agreed in writing to be bound by the terms of this Agreement,
(B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (C) if reasonably requested by the
Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. Notwithstanding the foregoing, no
such opinion of counsel shall be required in connection with any transfer of shares of Registrable Securities made in compliance with Rule 144 and State Securities Laws. 

(iii) Notwithstanding the provisions of paragraphs (i) and (ii) above, no such registration statement or opinion of counsel
shall be necessary for a transfer by a Holder that is (A) a partnership transferring to its partners or former partners in accordance with partnership interests, (B) a corporation transferring to a wholly-owned subsidiary or a parent
corporation that owns all of the capital stock of the Holder, (C) a limited liability company transferring to its members or former members in accordance with their interest in the limited liability company, or (D) an individual
transferring to the Holder’s family member or trust for the benefit of an individual Holder; provided, however, that in each case the transferee will be subject to the terms of this Agreement to the same extent as if the
transferee were an original Holder hereunder. 
 (b) Each certificate representing Registrable Securities shall (unless otherwise
permitted by the provisions of the Agreement) be stamped or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under State Securities Laws): 

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAW. NEITHER THIS SECURITY NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY SHALL HAVE RECEIVED, AT THE EXPENSE OF THE HOLDER HEREOF, EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY (WHICH MAY INCLUDE, AMONG OTHER THINGS, AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY). 
 (c) The Company shall be obligated to reissue promptly unlegended certificates at the request of any
Holder thereof if the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of
without registration, qualification or legend. 

  
 4 








 (d) Any legend endorsed on an instrument pursuant to State Securities Laws and the
stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal. 

(e) The restrictions set forth in this Section 2.1 shall terminate upon completion of the Company’s Initial Offering. 

2.2 DEMAND REGISTRATION. 

(a) Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of not less than
twenty-five percent (25%) of the outstanding shares of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act having an aggregate offering price to
the public of not less than $5,000,000 (a “Qualified Public Offering”), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the
limitations of this Section 2.2, the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. 

(b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting,
they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or
Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such
Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter
or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or
Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable
Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of
Registrable Securities held by all such Holders (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless
all other outstanding securities of the Company are first entirely excluded from the underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. A registration
statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, fewer than 25% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are
actually included. 

  
 5 








 (c) The Company shall not be required to effect a registration pursuant to this Section
2.2: 
 (i) prior to the earlier of (A) the third anniversary of the date of this Agreement, or (B) one hundred eighty
(180) days following the effective date of the registration statement pertaining to the Initial Offering; 
 (ii) after the
Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; 

(iii) during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the
effective date of, the registration statement on Form S-1, Form SB-1 or Form SB-2, or any similar or successor form pertaining to the Initial Offering; provided, however, that the Company makes a reasonable good faith effort to effect such
registration as soon thereafter as practicable; 
 (iv) prior to ninety (90) days after the first follow-on offering of the
Company’s Common Stock to the public that is registered under the Securities Act and follows the Initial Offering; 
 (v) if
within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement with respect to the
Initial Offering within ninety (90) days; 
 (vi) if the Registrable Securities to be included in the registration statement could
be sold without restriction under SEC Rule 144(k) within a ninety (90) day period and the Company is currently subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act; 

(vii) if the Company shall furnish to Holders requesting a registration pursuant to this Section 2.2, a certificate signed by 1)
the Chairman of the Board of Directors of the Company (the “Board”) or 2) a majority of the then-serving members of the Board stating that in their good faith judgment, it would directly, materially and adversely affect the
Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the
Initiating Holders; provided, however, that such right to delay a request together with the similar right pursuant to Section 2.4(b)(v) shall be exercised by the Company not more than once in any twelve (12) month period;

 (viii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on
Form S-3 pursuant to a request made pursuant to Section 2.4 below; or 
 (ix) in any particular jurisdiction in which the
Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. 

  
 6 








 2.3 PIGGYBACK REGISTRATIONS. 

(a) The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any
registration statement under the Securities Act for purposes of a public offering of securities of the Company solely for cash (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but
excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such
registration statement all or any part of the Registrable Securities held by it shall, within ten (10) business days after the above-described notice from the Company, so notify the Company in writing and the Company will use its commercially
reasonable efforts to cause the Registrable Securities so requested by such Holder to be included in such registration statement. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder
decides not to include all of such Holder’s Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent
registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. 

(b) If the registration statement under which the Company gives notice under this Section 2.3 is for an underwritten offering, the
Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.3 shall be conditioned upon such Holder’s participation in such
underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an
underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors
require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total
number of Registrable Securities offered for sale by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis, provided, however, that no such reduction shall reduce the amount of
securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration unless such offering is the Initial Offering, in which case, the selling Holders may be
excluded. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than sixty-six and
two-thirds percent (66 2/3%) of the Registrable Securities proposed to be sold in the offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the
underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For
any Holder which is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing
persons shall be deemed to be a single “Holder,” 

  
 7 








 
and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals
included in such “Holder,” as defined in this sentence. 
 (c) The Company shall have the right to terminate or withdraw
any registration initiated by it under this Section 2.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration
shall be borne by the Company in accordance with Section 2.5 hereof. 
 2.4 SHORT FORM
REGISTRATION. In the event the Company shall receive from any Holder or Holders of not less than twenty percent (20%) of the Registrable Securities a written request or requests that the Company
effect a registration on Form S-3, Form S-2, or any successor or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable
Securities owned by such Holder or Holders, the Company will use its commercially reasonable efforts to: 
 (a) promptly give written
notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and 

(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would
permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder
or Holders joining in such request as are specified in a written request given within fifteen (15) business days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to
effect any such registration, qualification or compliance pursuant to this Section 2.4: 
 (i) if the Company has, within the twelve
(12) month period preceding the date of such request, already effected two (2) registrations on Form S-3, Form S-2 or any similar short form registration statement for the Holders pursuant to this Section 2.4; 

(ii) if Form S-3/S-2 is not available to the Company for such offering by the Holders; 

(iii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration,
propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000; 

(iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.4, the Company
gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement within ninety (90) days; 

(v) if the Company shall furnish to the Holders a certificate signed by 1) the Chairman of the Board or 2) a majority of the
then-serving members of the Board, stating that in the good faith judgment of the Board, it would directly, materially and adversely effect 

  
 8 








 
the Company and its stockholders for such Form S-3 or S-2 registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 or S-2
registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4; provided, however, that such right to delay a request together with the
similar right pursuant to Section 2.2(c)(vii) shall be exercised by the Company not more than once in any twelve (12) month period; or 

(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent
to service of process in effecting such registration, qualification or compliance. 
 (c) Subject to the foregoing, the Company shall
file a Form S-3 or Form S-2, as applicable, registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. 

2.5 EXPENSES OF REGISTRATION. Except as specifically provided herein, all
Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to Section 2.2, 2.3 or 2.4 hereof shall be borne by the Company. All Selling Expenses incurred in connection with any registrations
hereunder shall be borne by the holders of the securities so registered, pro rata on the basis of the number of shares so registered. The Company shall not, however, be required to pay for expenses of any registration proceeding begun
pursuant to Section 2.2 or 2.4, the request of which has been subsequently withdrawn by the Initiating Holders unless (a) the withdrawal is based upon material adverse information concerning the Company of which the Initiating Holders were
not notified in writing by the Company prior to the time of such request, or (b) the Holders of a majority of Registrable Securities agree to forfeit their right to one requested registration pursuant to Section 2.2, in which event such
right shall be forfeited by all Holders. If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the holders of securities (including Registrable Securities) requesting such registration in proportion to the
number of shares for which registration was requested. If the Company is required to pay the Registration Expenses of a withdrawn offering pursuant to clause (a) above, then the Holders shall not forfeit their rights pursuant to
Section 2.2 or to a demand registration. 
 2.6 OBLIGATIONS OF THE
COMPANY. Whenever required to effect the registration of any Registrable Securities, the Company shall, use it commercially reasonable efforts to: 

(a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and
use its commercially reasonable efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for
up to ninety (90) days or, if earlier, until the Holder or Holders have completed the distribution related thereto; provided, however, that at any time, upon written notice
to the participating Holders and for a period not to exceed sixty (60) days thereafter (the “Suspension Period”), the Company may delay the filing or effectiveness of any registration statement or suspend the use or
effectiveness of any registration statement (and the Initiating Holders hereby agree not to offer or sell any Registrable Securities pursuant to such registration statement during the Suspension Period) if the Company reasonably believes that the
Company may, in the absence of such delay 

  
 9 








 
or suspension hereunder, be required under state or federal securities laws to disclose any corporate development the disclosure of which could reasonably be expected to have an adverse effect
upon the Company, its stockholders, a potentially significant transaction or event involving the Company, or any negotiations, discussions, or proposals directly relating thereto. No more than two (2) such Suspension Periods shall occur in any
twelve (12) month period. In the event that the Company shall exercise its rights hereunder, the applicable time period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration
of the Suspension Period. The Company may extend the Suspension Period for an additional consecutive sixty (60) days with the consent of the sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities proposed to be sold by the
Initiating Holders, which consent shall not be unreasonably withheld. If so directed by the Company, the Initiating Holders shall use their reasonable efforts to deliver to the Company (at the Company’s expense) or destroy all copies, other
than permanent file copies then in such Initiating Holders’ possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. The Company shall not be required to file, cause to become
effective or maintain the effectiveness of any registration statement that contemplates a distribution of securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. 

(b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in paragraph (a) above. 

(c) Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them. 

(d) Register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably requested by the Holders; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions. 
 (e) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such
underwriting agreement. 
 (f) Cause all such Registrable Securities registered pursuant to this Agreement to be listed on a national
securities exchange or trading system and each securities exchange and trading system on which similar securities issued by the Company are then listed. 

(g) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereto and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such registration. 

  
 10 








 (h) Use its reasonable efforts to furnish, on the date that such Registrable Securities
are delivered to the underwriters for sale, if such securities are being sold through underwriters, those items required to be delivered by or on behalf of the Company to the underwriters pursuant to the underwriting agreement. 

2.7 TERMINATION OF REGISTRATION RIGHTS. All registration rights granted
under this Section 2 shall terminate and be of no further force and effect upon the earlier of: (a) five (5) years after the date of the Company’s Initial Offering or (b) the occurrence of an event contemplated by Subsection
3(g) of Section C of Article IV of the Restated Certificate. In addition, a Holder’s registration rights shall expire if all Registrable Securities held by and issuable to such Holder (and its affiliates) may be sold in a single transaction
pursuant to Rule 144. 
 2.8 DELAY OF REGISTRATION; FURNISHING
INFORMATION. 
 (a) No Holder shall have any right to obtain or seek an injunction restraining or otherwise
delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2. 

(b) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2.2, 2.3 or 2.4
that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be required to effect the registration of their
Registrable Securities as shall be necessary in order to assure compliance with federal and applicable State Securities Laws. 
 2.9
INDEMNIFICATION. In the event any Registrable Securities are included in a registration statement under Sections 2.2, 2.3 or 2.4: 

(a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners,
officers and directors of each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any
losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of a material fact
contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any State Securities Law or any rule or regulation promulgated under
the Securities Act, the Exchange Act or any State Securities Law in connection with the offering covered by such registration statement; and the Company will pay, as incurred, to each such Holder, partner, officer, director, underwriter or
controlling person, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, 

  
 11 








 
damage, liability or action; provided, however, that the indemnity agreement contained in this Section 2.9(a) shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or
action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, officer,
director, underwriter or controlling person of such Holder, which information relates to such person or entity or his or its relationship with the Company. 

(b) To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as
to which such registration qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its directors, its officers and each person, if any, who controls the Company within the meaning of the Securities Act, any
underwriter and any other Holder selling securities under such registration statement or any of such other Holder’s partners, directors or officers or any person who controls such Holder, against any losses, claims, damages or liabilities
(joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such Holder, or partner, director, officer or controlling person of such other Holder may become subject under the Securities Act, the
Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation
occurs in reliance upon and in conformity with written information furnished by such Holder to the Company specifically for use in connection with such registration, which information relates to such person or entity or his or its relationship with
the Company; and each such Holder will pay, as incurred, any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Holder, or partner, officer, director or controlling
person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Violation; provided, however, that the indemnity agreement
contained in this Section 2.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably
withheld. 
 (c) Promptly after receipt by an indemnified party under this Section 2.9 of notice of the commencement of any
action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.9, deliver to the indemnifying party a written notice of the commencement
thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by
the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the


  
 12 








 
indemnified party under this Section 2.9, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified
party otherwise than under this Section 2.9. 
 (d) If the indemnification provided for in this Section 2.9 is held by a
court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the
extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party
on the one hand and of the indemnified party on the other in connection with the Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying
party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied
by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, however, that in no event shall
any contribution by a Holder hereunder exceed the net proceeds from the offering received by such Holder. 
 (e) The obligations of
the Company and Holders under this Section 2.9 shall survive completion of any offering of Registrable Securities in a registration statement and the termination of this Agreement. No indemnifying party, in the defense of any such claim or
litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect to such claim or litigation. 
 2.10 ASSIGNMENT OF
REGISTRATION RIGHTS. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 may be assigned by a Holder to a transferee or assignee of
Registrable Securities that (a) is a partner or retired partner of any Holder which is a partnership, (b) is a member or former member of any Holder which is a limited liability company, (c) is a Holder’s family member or trust
for the benefit of an individual Holder, (d) acquires at least five percent (5%) of all Registrable Securities Deemed Outstanding (as adjusted for stock splits and combinations), or (e) acquires such Registrable Securities in a
transfer permitted under Section 2.1(a)(ii); provided, however, (i) the transferor shall, within ten (10) days after such transfer, furnish to the Company written notice of the name and address of such transferee or
assignee and the securities with respect to which such registration rights are being assigned and (ii) such transferee shall agree in writing to be subject to all restrictions set forth in this Agreement 

2.11 AMENDMENT OF REGISTRATION RIGHTS. Any provision of this Section 2
may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Holders of at least a majority of the Registrable
Securities. Any amendment or waiver effected in accordance with this Section 2.11 shall be binding upon each Holder and the Company. By acceptance of any benefits under this Section 2, Holders of Registrable Securities hereby agree to be
bound by the provisions hereunder. 

  
 13 








 2.12 LIMITATION ON SUBSEQUENT
REGISTRATION RIGHTS. Other than as provided in Section 5.10 hereof, after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at
least a majority of the Registrable Securities Deemed Outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder registration rights pari passu or senior to those
granted to the Holders hereunder, other than the right to a Special Registration Statement. 
 2.13 “MARKET
STAND-OFF” AGREEMENT. Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into
any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the
underwriters of Common Stock (or other securities) not to exceed one hundred eighty (180) days for the Initial Offering and ninety (90) days for any subsequent public offering; following the effective date of the registration statement
filed by the Company under the Securities Act in connection with an underwritten offering; provided, however, that all officers, directors, employees and 1% stockholders of the Company (those holding 1% or more of the Company’s
Common Stock determined on an as-converted basis) enter into similar agreements. Notwithstanding anything herein to the contrary, the provisions of this Section 1.12 shall not apply to any shares purchased in the Initial Offering or in the
secondary market following the Initial Offering. 
 2.14 AGREEMENT TO FURNISH
INFORMATION. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations
under Section 2.13 or that are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within
ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under
the Securities Act. The obligations described in Section 2.13 and this Section 2.14 shall not apply to a Special Registration Statement. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other
securities) subject to the foregoing restriction until the end of the applicable period. Each Holder agrees that any transferee of any shares of Registrable Securities shall be bound by Sections 2.13 and 2.14. The underwriters of the Company’s
stock are intended third party beneficiaries of Sections 2.13 and 2.14 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder shall use its best efforts to furnish, on the date
that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, an opinion, dated as of such date, of the counsel representing such Holder for the purposes of such registration, in
form and substance as is customarily given to underwriters in an underwritten public offering that includes selling stockholders. 
 2.15
RULE 144 REPORTING. With a view to making available to the Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the
public without registration, the Company agrees to use its commercially reasonable efforts to: 

  
 14 








 (a) Make and keep public information available, as those terms are understood and defined
in Rule 144, at all times after the effective date of the first registration filed by the Company for an offering of its securities to the general public to the extent required by applicable law; 

(b) File with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act; and 

(c) So long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request (i) a written statement by
the Company as to its compliance with the reporting requirements of Rule 144, and of the Exchange Act (at any time after it has become subject to such reporting requirements), (ii) a copy of the most recent annual or quarterly report of the
Company, if any, and (iii) such other reports and documents as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration, and which the Company is able
to provide without unreasonable effort or expense. 
 SECTION 3. COVENANTS OF THE COMPANY. 

3.1 BASIC FINANCIAL INFORMATION AND REPORTING. 

(a) The Company shall maintain true books and records of account in which full and correct entries will be made of all its business
transactions pursuant to a system of accounting established and administered in substantial accordance with generally accepted accounting principles consistently applied. 

(b) The Company shall furnish to each Holder of not less than one million (1,000,000) shares of the Preferred (or an equivalent
amount of the Common Stock issued upon conversion) (each, a “Major Investor”), each Board member and each Board observer, as soon as practicable after the end of each calendar quarter, and in any event within thirty
(30) days thereafter: 
 (i) a consolidated balance sheet of the Company as of the end of each such quarter, and a consolidated
statement of income, a consolidated statement of cash flows and a statement of stockholders’ equity of the Company for such quarter and for the current fiscal year to date, prepared by management of the Company in substantial accordance with
generally accepted accounting principles consistently applied and setting forth in each case, in comparative form, the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail, with the exception that
no notes need be attached to such statements and year-end audit adjustments may not have been made; and 
 (ii) an updated
capitalization table, certified by the Company’s Chief Executive Officer or Chief Financial Officer. 

  
 15 








 (c) As soon as practicable after the end of each fiscal year of the Company and in any
event within one hundred twenty (120) days thereafter, the Company shall furnish to each Holder, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of
stockholders’ equity as of the end of such year, all such financial statements in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”), audited and certified by an accounting
firm acceptable to the Board. 
 3.2 OPERATING BUDGET. The Company will cause its management to prepare
and submit to the Board for its approval no later than thirty (30) days prior to the commencement of each fiscal year, an annual budget and plan for such fiscal year, which shall include the Company’s forecasted revenues, expenses, and
cash position on a month-to-month basis for the upcoming fiscal year, together with management’s written discussion and analysis of such budget and plan. The budget shall be accepted as the budget for such fiscal year when it has been approved
by the Board and, thereupon, a copy of such budget as so approved promptly shall be sent to each Major Investor. The Company shall review the budget periodically and shall promptly advise the Board and each Major Investor of all changes therein and
all material deviations therefrom. 
 3.3 INSPECTION. The Company shall permit each Holder of not less than two
million (2,000,000) shares of the Preferred, at such Holder’s expense, to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with
its officers, all at such reasonable times as may be reasonably requested by such Holder; provided, however, that the Company shall not be obligated pursuant to this Section 3.3 to provide access to any information which it
reasonably considers to be a trade secret or similar confidential information or would adversely affect the attorney-client privilege between the Company and its counsel. 

3.4 CONFIDENTIALITY OF RECORDS. Each Investor agrees to use, and to use its best efforts
to insure that its representatives use, the same degree of care as an Investor uses to protect its own confidential information to keep confidential any information furnished by the Company to such Investor and identifies as being confidential or
proprietary (so long as such information is not in the public domain), except that such Investor may disclose such confidential or proprietary information to any partner, subsidiary or parent of such Investor for the purpose of evaluating its
investment in the Company as long as such partner, subsidiary or parent is advised of the confidentiality provisions of this Section. 

3.5 PAYMENT OF CORPORATE TAXES; CORPORATE
EXISTENCE AND LICENSES; MAINTENANCE OF PROPERTIES. The Company shall: 

(a) (i) Pay and discharge promptly, or cause to be paid and discharged promptly, when due and payable, all taxes, assessments and
governmental charges or levies imposed upon it or upon its income or upon any of its property or upon any part thereof, as well as all claims of any kind (including claims for labor, materials and supplies) which, if unpaid, might by law become a
lien, charge or encumbrance upon its property; (ii) withhold all monies required to be withheld by the Company from employees for income taxes, Social Security and unemployment insurance taxes; and (iii) complete and file, on a timely
basis, all tax returns and 

  
 16 








 
reports required to be filed by it; provided, however, that the Company shall not be required to pay any tax, assessment, charge, levy or claim if the amount, applicability or
validity thereof shall currently be contested in good faith by appropriate proceedings and if the Company shall have set aside on its books reserves (segregated to the extent required by generally accepted accounting principles) deemed by the
Company adequate with respect thereto; 
 (b) Do or cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence, and all of its corporate rights, franchises, licenses and permits that are material to its business; provided, however, that nothing in this subsection (b) shall (i) prevent the abandonment or
termination of the Company’s or any subsidiary’s authorization to do business in any foreign state or jurisdiction, if, in the opinion of the Board, such abandonment or termination is in the best interest of the Company or such subsidiary,
(ii) require compliance with any law so long as the validity or applicability thereof shall be disputed and contested in good faith, or (iii) prevent the Company from effecting a merger, consolidation or voluntary dissolution upon
obtaining the required approval, if any, of such Board and/or the stockholders of the Company; and 
 (c) Maintain and keep, or cause
to be maintained and kept, its property in working order and condition (subject to ordinary wear and tear), and from time to time make, or cause to be made, all repairs, renewals and replacements which, in the opinion of the management of the
Company, are necessary and proper so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this subsection (c) shall prevent the Company
or any subsidiary from selling or otherwise disposing of any property whenever in the good faith judgment of the Company’s management such property is obsolete, worn out, without economic value, or unnecessary for the conduct of the business of
the Company or such subsidiary. 
 3.6 INSURANCE. The Company shall keep all of its insurable property insured against
loss or damage by fire and other risks. The Company shall bind D&O insurance with a carrier and in an amount satisfactory to the Board. In the event the Company merges with another entity and is not the surviving entity, or transfers all of its
assets, the Company shall take reasonable efforts to ensure that the successors of the Company assume the Company’s obligations with respect to indemnification of Directors. 

3.7 MAINTENANCE AND PROTECTION OF INTELLECTUAL
PROPERTY. The Company shall use its commercially reasonable efforts to maintain all Proprietary Rights and all applications and registrations therefor owned or held by the Company or hereafter owned or held by the Company in full
force and effect in the United States and, except where application, registration, or maintenance of any registration or patent would not be, in the reasonable judgment of the Board, cost-effective, in other countries in which the Company shall
engage in business, including, but not limited to, (a) the prosecution of applications to register or perfect rights or claims in and to any Proprietary Rights, (b) the registration of license agreements, the timely filing of affidavits of
use, renewals, or other maintenance filings, and (c) the timely payment of filing, issue and maintenance fees. The Company shall not abandon or let lapse or pass to the public domain any of the Proprietary Rights now or hereafter owned or held
by the Company that are material to its business, shall not encumber or license others to use the Proprietary Rights owned by it except in the ordinary course of the Company’s business, and 

  
 17 








 
shall maintain the confidentiality and trade secret status of all Proprietary Rights that are confidential except where and only to the extent that disclosure is necessary to obtain copyright
registrations or patents, or is necessary or desirable in the prudent conduct of the Company’s business. 
 3.8
EMPLOYEE AGREEMENTS. The Company will cause (i) each person now or hereafter employed by it or any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to
confidential information and/or trade secrets to enter into a non-disclosure and proprietary rights assignment agreement and (ii) each Key Employee to enter into a one year non-competition and non-solicitation agreement, each substantially in
the form approved by the Board. In addition, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any Key
Employee without the consent of the majority of those members of the Board elected solely by the holders of the Preferred. “Key Employee” means any executive-level employee (including Vice President level positions) who alone
or in concert with others develops, invents, programs or designs any material intellectual property of the Company. 
 3.9
EMPLOYEE VESTING. Unless approved by a majority of the members of the Board or duly appointed committee thereof, including at least one of the Series D Directors (as defined below), all future employees and
consultants of the Company who shall purchase, or receive options to purchase, shares of the Company’s capital stock following the date hereof shall be required to execute stock purchase or option agreements providing for (i) vesting of
shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or services, and the remaining shares vesting in equal monthly installments over the following 36 months and
(ii) a 180-day lockup period in connection with the Company’s IPO. The Company shall retain a “right of first refusal” on employee transfers until the Company’s Initial Offering and the right to repurchase unvested shares at
cost. 
 3.10 RELATED PARTY TRANSACTIONS. The Company will not enter into or be a party
to any transaction with any director, officer or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such person, except for transactions contemplated by this Agreement and the
Purchase Agreement, transactions resulting in payments to or by the Company in an amount less than $50,000 per year, or transactions made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and
upon fair and reasonable terms that are approved by a majority of the non-employee directors of the Board. The term “non-employee director” has the meaning assigned to such term in the Commission’s Rule 16b-3. 

3.11 MATTERS REQUIRING MAJORITY OF THE BOARD
APPROVAL. Without the prior approval of at least a majority of the members of the Board or duly appointed committee thereof, the Company shall not: 

(a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other
corporation, partnership, or other entity unless it is wholly owned by the Company; 

  
 18 








 (b) make, or permit any subsidiary to make, any loan or advance to any person, including,
without limitation, any employee or director of the Company or any subsidiary, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board; 

(c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness except for trade
accounts of the Company or any subsidiary arising in the ordinary course of business; 
 (d) make any investment, through the direct
or indirect holding of securities or otherwise, other than investments in prime commercial paper, money market funds, certificates of deposit in any United States bank having a net worth in excess of $100,000,000 or obligations issued or guaranteed
by the United States of America, in each case having a maturity not in excess of two years; 
 (e) incur any aggregate indebtedness
in excess of $150,000 that is not already included in a Board-approved budget, other than trade credit incurred in the ordinary course of business; 

(f) enter into or be a party to any transaction with any director, officer or employee of the Company or any “associate” (as
defined in Rule 12b-2 promulgated under the Exchange Act) of any such person; 
 (g) hire, terminate, or change the compensation of
the executive officers, including approving any stock option or stock purchase plans; 
 (h) change the principal business of the
Company, enter new lines of business, or exit the current line of business; 
 (i) sell, transfer, license, pledge or encumber
material assets, material technology or intellectual property, other than inventory sold, and immaterial licenses granted, in the ordinary course of business; 

(j) declare or pay any dividend or make any distribution on any shares of capital stock of the Company, other than payment in cash of
the Accruing Dividends (as defined in the Restated Certificate); or 
 (k) increase the size of the stock option pool. 

The approval required by subsection (j), above (regarding dividends), shall include the vote of at least one of the Series D Directors in the event that the
payment of such dividends shall be in stock. 
 3.12 BOARD MATTERS. Unless otherwise agreed by a vote
of the majority of the members of the Board, the Board shall meet at least quarterly. Upon the request of any Series D Preferred stockholder or group of Series D Preferred stockholders entitled to appoint a director to the Board pursuant to that
certain Third Amended and Restated Voting Agreement dated of even date herewith (the “Series D Directors”), each committee of the Board shall contain at least one Series D Director. The Company shall reimburse the Series D
Directors for all reasonable out-of-pocket expenses incurred in performance of their duties as directors. 

  
 19 








 3.13 TERMINATION OF COVENANTS. All covenants
of the Company contained in this Section 3 shall expire and terminate as to each Investor or Holder of Registrable Securities, as applicable, upon the earlier of (a) the effective date of the registration statement pertaining to the
Initial Offering or (b) upon a Change in Control. 
 SECTION 4. PARTICIPATION RIGHTS. 

4.1 SUBSEQUENT OFFERINGS. Each Investor holding not less than six hundred thousand (600,000) shares
of the Preferred (or an equivalent amount of the Common Stock issued upon conversion) (each, a “Participation Rights Investor”) shall have a right to purchase such Participation Rights Investor’s pro rata share of
all Equity Securities that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.8 hereof. Each Participation Rights Investor’s pro
rata share is equal to the ratio of (a) the number of shares of the Company’s outstanding Common Stock (treating all shares of convertible preferred stock or warrants to acquire convertible preferred stock on an as-converted to common
stock basis and including all shares of Common Stock issuable upon the exercise of outstanding warrants or options) which such Participation Rights Investor holds of record immediately prior to the issuance of such Equity Securities to (b) the
total number of shares of the Company’s outstanding Common Stock (treating all shares of convertible preferred stock or warrants to acquire convertible preferred stock on an as-converted to common stock basis and including all shares of Common
Stock issuable upon the exercise of outstanding warrants or options) immediately prior to the issuance of such Equity Securities. 
 4.2
EXERCISE OF RIGHTS. If the Company proposes to issue any Equity Securities, it shall give each Participation Rights Investor written notice of its intention, describing the Equity Securities, the
price and the terms and conditions upon which the Company proposes to issue the same. Each Participation Rights Investor shall have fifteen (15) business days from the giving of such notice to agree to purchase its pro rata share of the
Equity Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the quantity of Equity Securities to be purchased. Notwithstanding the foregoing, the Company shall
not be required to offer or sell such Equity Securities to any Participation Rights Investor that would cause the Company to be in violation of applicable federal or State Securities Laws by virtue of such offer or sale. 

4.3 ISSUANCE OF EQUITY SECURITIES TO OTHER
PERSONS. If not all of the Participation Rights Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Participation Rights Investors that have so
elected (the “Participating Investors”) and offer the Participating Investors the right to acquire such unsubscribed shares. Each Participating Investor shall have five (5) business days after receipt of such notice to
notify the Company of such Participating Investor’s election to purchase all or a portion thereof of the unsubscribed shares. If the Participation Rights Investors fail to exercise in full the participation rights set forth in Section 4.2
hereof and this Section 4.3, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Participation Rights Investors’ rights were not exercised, at a price and upon terms and 

  
 20 








 
conditions no more favorable to the purchasers thereof than specified in the Company’s original notice of the sale of such Equity Securities to the Participation Rights Investors pursuant to
Section 4.2 hereof. If the Company has not sold such Equity Securities within ninety (90) days of such notice, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Investors in
the manner provided above. 
 4.4 TERMINATION AND WAIVER OF
PARTICIPATION RIGHTS. The participation rights established by this Section 4 shall not apply to, and shall terminate upon the earlier of (a) the effective date of the registration statement pertaining to
the Company’s Initial Offering, or (b) a Change in Control. The participation rights set forth in this Section 4 may be amended, or any provision waived, with the written consent of Participation Rights Investors holding a majority of
the shares of Common Stock held by such Participation Rights Investors (treating all shares of convertible preferred stock or warrants to acquire convertible preferred stock on an as-converted to common stock basis), or as permitted by Section 5.5.

 4.5 TRANSFER OF PARTICIPATION RIGHTS. The participation rights set
forth in this Section 4 are transferable, subject to the same limitations set forth in Section 2.10 hereof. 
 4.6
SALE WITHOUT NOTICE. Notwithstanding the forgoing, in lieu of giving notice to the Participation Rights Investors prior to the issuance of Equity Securities as provided in Section 4.2, the
Company may elect to give notice to the Participation Rights Investors within thirty (30) days after the issuance of Equity Securities. Such notice shall describe the type, price and terms of the Equity Securities. Each Participation Rights
Investor shall have twenty (20) days from the date of receipt of such notice to elect to purchase up to the number of shares that would, if purchased by such Participation Rights Investor, maintain such Participation Rights Investor’s
pro rata share (as set forth in Section 4.1) of the Company’s Equity Securities. The closing of such sale shall occur within sixty (60) days of the date of notice to the Participation Rights Investors. 

4.7 LOSS OF PARTICIPATION RIGHTS. Unless either (i) a majority in
interest of the Participation Rights Investors, voting together as a single class on an as-converted to Common Stock basis, or (ii) the Board (including the vote of the directors elected by the Preferred) elects otherwise, in the event a
Participation Rights Investor fails to purchase its pro rata share pursuant to this Section 4, then such Participation Rights Investor shall no longer have any rights pursuant to this Section 4 relating to any subsequent
offering of Equity Securities by the Company. 
 4.8 EXCLUDED SECURITIES. The participation rights set
forth in this Section 4 shall not apply to the following Equity Securities: 
 (a) shares of the Common Stock issued or issuable
upon conversion of any shares of the Preferred Stock; 
 (b) shares of the capital stock of the Company issued in payment of the
Series D Accruing Dividends (as defined in the Restated Certificate) or shares of the capital stock of the Company issued in payment of Accruing Dividends (as defined in the Restated Certificate) on shares of Preferred Stock outstanding as of the
date hereof; 

  
 21 








 (c) shares of the Common Stock, including options, warrants or other rights to purchase up
to such number of shares of the Common Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like), issued, sold or granted to employees, officers or directors of, or consultants or advisors to the Company or
any subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by a majority of the members of the Board; 

(d) shares of the Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Company; 

(e) shares of the Common Stock or the Preferred Stock issued or issuable pursuant to the exercise of options, warrants or Convertible
Securities outstanding as of the date hereof; 
 (f) shares of the Common Stock or Preferred Stock and/or options, warrants or other
rights to purchase the Common Stock or the Preferred Stock issued or issuable for consideration other than cash pursuant to a merger, consolidation, acquisition, strategic alliance or similar business combination approved by a majority of the
members of the Board; and 
 (g) any equity securities issued or issuable in connection with strategic transactions involving the
Company and other entities, including (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; provided, however, that the issuance of shares therein has been
approved by the Board; and 
 (h) any Equity Securities that are issued by the Company pursuant to a registration statement filed
under the Securities Act. 
 SECTION 5. MISCELLANEOUS. 

5.1 GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER
OF JURY TRIAL. This Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other
matters shall be governed by and construed in accordance with the internal laws of the State of Michigan, without regard to its principles of conflicts of laws. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the
courts of the State of Michigan located in Kalamazoo County and the United States District Court for the Western District of Michigan for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the
transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement.
Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any
such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO
REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. 

  
 22 








 5.2 SUCCESSORS AND ASSIGNS. Except as
otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto and shall inure to the benefit of and be enforceable
by each person who shall be a holder of Registrable Securities from time to time; provided, however, that prior to the receipt by the Company of adequate written notice of the transfer of any Registrable Securities specifying the full
name and address of the transferee, the Company may deem and treat the person listed as the holder of such shares in its records as the absolute owner and holder of such shares for all purposes, including the payment of dividends or any redemption
price. 
 5.3 ENTIRE AGREEMENT. This Agreement, together with (i) that certain Third Amended and
Restated Right of First Refusal and Co-Sale Agreement by and among the Company, the Key Holders (as defined therein) and the Investors dated as of the date hereof; (ii) that certain Third Amended and Restated Voting Agreement by and among the
Company, the Key Holders (as defined therein) and the Investors dated as of the date hereof; (iii) only as to the Prior Investors holding Series A Preferred, that certain Series A Preferred Stock Purchase Agreement dated December 10, 2004;
(iv) only as to the Prior Investors holding Series B Preferred, that certain Debt Conversion Agreement dated June 30, 2008; (v) only as to the Prior Investors holding Series B-1 Preferred, that certain Series B-1 Preferred Stock
Purchase Agreement dated August 18, 2008; (vi) only as to the Prior Investors holding Series C Preferred, that certain Series C Preferred Stock Purchase Agreement dated December 20, 2013; and (vii) only as to the New Investors,
that certain Series D Preferred Stock Purchase Agreement, of even date herewith, constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof and no party shall be liable or bound to
any other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein and therein. 

5.4 EFFECT ON PRIOR AGREEMENT. Upon execution of this Agreement by the
Prior Investors holding a majority of the “Registrable Securities” under the Prior Agreement, the Prior Agreement shall automatically terminate and be of no further force and effect and shall be amended and restated in its entirety as set
forth in this Agreement. 
 5.5 SEVERABILITY. In the event one or more of the provisions of this Agreement should, for
any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal
or unenforceable provision had never been contained herein. 
 5.6 AMENDMENT AND WAIVER.

 (a) Except as otherwise expressly provided herein, this Agreement may be amended or modified only upon the written consent of the
Company and the holders of at least a majority of the Registrable Securities. Any such amendment or modification effected in accordance with this Section 5.5(a) shall be binding on all parties hereto, even if they do not execute such consent.


  
 23 








 (b) Subject to Section 5.5(c) below, any party hereto may waive compliance with any
agreements, covenants or conditions for the benefit of such party contained herein. Any agreement on the part of a party hereto to any such waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. 

(c) Except as otherwise expressly provided, the obligations of the Company and the rights of the Holders under this Agreement may be
waived with respect to all parties to this Agreement (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the holders of at least a majority of the Registrable Securities. Any such
waiver effected in accordance with this Section 5.5(c) shall be binding on all parties hereto, even if they do not execute such consent. 

(d) For the purposes of determining the number of Holders or Investors entitled to vote or exercise any rights hereunder, the Company
shall be entitled to rely solely on the list of record holders of its stock as maintained by or on behalf of the Company. 
 5.7
DELAYS OR OMISSIONS. No delay or omission to exercise any right, power, or remedy accruing to any person or entity hereunder (including, without limitation, any Holder), upon any breach, default or
noncompliance of the Company under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of any similar breach, default or
noncompliance thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on any such person’s or entity’s part of any breach, default or noncompliance under the Agreement or any waiver on such person or
entity’s part of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, by law, or otherwise afforded to any
such person or entity, shall be cumulative and not alternative. 
 5.8 NOTICES. All notices required or permitted
hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if
not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight
courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the party to be notified at the address as set forth herein or at such other address as such party may designate by ten (10) days
advance written notice to the other parties hereto. 
 5.9 ATTORNEYS’ FEES. In the event that any
suit or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or
with respect to this Agreement, including, without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals. 

  
 24 








 5.10 TITLES AND SUBTITLES. The titles of the
sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. 

5.11 ADDITIONAL INVESTORS. Notwithstanding anything to the contrary contained herein, if the Company
shall issue additional shares of the Preferred, any purchaser of such shares of the Preferred shall become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement and shall be deemed an
“Investor,” a “Holder” and a party hereunder. 
 5.12 AGGREGATION OF
STOCK. All shares of Registrable Securities held or acquired by affiliated entities or persons, or persons (which, with respect to a partnership, shall include its general and limited partners, as well as the members or partners
of any general partner of such partnership) or entities under common management or control shall be aggregated together for the purpose of determining the availability of any rights under this Agreement. 

5.13 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be an original, but
all of which together shall constitute one instrument. This Agreement may be executed by facsimile signatures or by .pdf signature. 

SIGNATURES ON THE FOLLOWING PAGES 

  
 25 








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

									
	THE COMPANY:		
				
	PRONAI THERAPEUTICS, INC.						
					
	By:		 /s/ Mina Sooch
						
	Name:		Mina Sooch						
	Its:		President & CEO						
				
	THE INVESTORS:						
			
	ERIC A. ADAMY TRUST				A-G CAPITAL, LLC
					
	By:		  
				By:		 /s/ James W F Brooks

	Name:		Eric A. Adamy				Name:		Jim Brooks
	Title:		Trustee				Title:		Manager
				
	AMHERST FUND, LLC						
				
	By:		 /s/ Matt Turner
				 /s/ Tushar Amin

	Name:		Matt Turner				TUSHAR AMIN
	Title:		President & CEO						
			
	APJOHN GROUP, LLC				 APJOHN VENTURES ANNEX FUND, LP

    BY: APJOHN VENTURES, LLC

    ITS: GENERAL PARTNER

					
	By:		 /s/ Donald R. Parfet
				By:		 /s/ Mina Sooch

	Name:		Donald R. Parfet				Name:		Mina Sooch
	Title:		Managing Director				Title:		Manager
			
	 APJOHN VENTURES FUND, LP

    BY: APJOHN VENTURES, LLC

    ITS: GENERAL PARTNER
				RICHARD L. BEAL TRUST, DATED 11/14/01 AS AMENDED
					
	By:		 /s/ Mina Sooch
				By:		  

	Name:		Mina Sooch				Name:		  

	Title:		Manager				Title:		  



  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 









									
	  
				 /s/ Vishal Bhagat

	CHARLES BENNETT				VISHAL BHAGAT
			
	THE CHARLES BISGAIER IRA ROLLOVER				THE CHARLES L. BISGAIER TRUST DATED NOVEMBER 8, 2000
					
	By:		 /s/ Charles Bisgaier
				By:		 /s/ Charles L. Bisgaier

	Name:		Charles Bisgaier		Name:		Charles L. Bisgaier
	Title:		Beneficiary		Title:		Trustee
				
	BISGAIER FAMILY, LLC						
				
	By:		 /s/ Charles L. Bisgaier
				  

	Name:		Charles L. Bisgaier		WILLIAM J. BOERSMA
	Title:		Manager				
							CHRISTOPHER A. BRANOFF TRUST U/A/D 6/26/00
				
	 /s/ John Bouwer
				By:		 /s/ Christopher A. Branoff

	JOHN BOUWER				Name:		Christopher Branoff
							Title:		Trustee
			
	BWA PRONAI INVESTMENT GROUP, LLC				CAMPBELL ACQUISITION CORP.
					
	By:		  
				By:		  

	Name:		Kenneth W. Kousky		Name:		  

	Title:		Executive Director, Blue Water Angels		Title:		  

			
	CAPITAL MIDWEST FUND II, LP				DAVID P. CLEVELAND REVOCABLE TRUST DATED 3/3/06
					
	By:		 /s/ Alvin Vitangcol
				By:		 /s/ David P. Cleveland

	Name:		Alvin Vitangcol		Name:		David P. Cleveland
	Its:		General Partner		Title:		Trustee


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  









									
	PENSCO TRUST CO FBO JOHN N. COOPER II ROTH IRA		
				
	By:		 /s/ John N. Cooper II
				 /s/ Paul D’Amato

	Name:		John N. Cooper II				PAUL D’AMATO
	Title:								
				
	DEHAAN/HATHAWAY HOLDINGS, LLC						
				
	By:		 /s/ David E. Hathaway
				  

	Name:		David E. Hathaway				MARK DOBBINS
	Title:		Manager						
				
	 MICHELLE L. ELDRIDGE REVOCABLE TRUST

DATED JULY 27, 2007
						
				
	By:		 /s/ Michelle L. Eldridge
				 /s/ John W. Garside Jr., TTEE

	Name:		Michelle L. Eldridge				JOHN W. GARSIDE JR., TRUSTEE OF THE JOHN W. GARSIDE, JR.
REVOCABLE TRUST U/A/D 2/03/97
	Title:		Trustee			
				
							GLT HOLDINGS, LLC
				
	 /s/ Julie Garside
				By:		  

	JULIE GARSIDE				Name:		  

							Title:		  

			
	 GRAND ANGELS CO-INVESTMENT FUND I, LLC 

By Grand Angels Company, LLC
 Its Manager
				JAY ADAM GUDEBSKI IRREVOCABLE TRUST DATED JANUARY 5, 2004
					
	By:		 /s/ Jody D. Vanderwel
				By:		  

	Name:		Jody D. Vanderwel				Name:		  

	Title:		President				Title:		  

			
	 /s/ Arthur Hasse
				 /s/ David Huhn

	ARTHUR HASSE				DAVID HUHN


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 









									
	MICHAEL J. JANDERNOA TRUST UA 8/15/86, AS AMENDED AND RESTATED				JDL ENTERTAINMENT, LLC
					
	By:		 /s/ Michael J. Jandernoa
				By:		 /s/ John Loeks

	Name:		Michael J. Jandernoa				Name:		John Loeks, Jr.
	Title:		Trustee				Title:		Member
				
	WILLIAM D. JOHNSTON TRUST UA 6/3/88 FBO W. JOHNSTON						
				
	By:		 /s/ William D. Johnston TTEE
				  

	Name:		William D. Johnston				DAVID J. KILLORAN, TRUSTEE OF THE DAVID J. KILLORAN TRUST DATED
MARCH 28, 2000, AS AMENDED FROM TIME TO TIME
	Title:		Trustee			
						
						
				
							LEE SHORE EQUITIES, LLC
				
	  
				By:		 /s/ Craig T. Hall

	DAVID KWAPPY				Name:		Craig T. Hall
							Title:		Managing Member
			
	LEIGH FAMILY INVESTMENTS, LLC				R. LAWRENCE LEIGH TRUST
					
	By:		 /s/ R. Lawrence Leigh
				By:		 /s/ R. Lawrence Leigh

	Name:		R. Lawrence Leigh				Name:		R. Lawrence Leigh
	Title:		Manager				Title:		Trustee
			
	RICHARD M. AND MARCIA M. LIEVENSE				JAMES R. LUCIE IRREVOCABLE TRUST DATED 12/21/2000
				
	 /s/ RM Lievense
						
	Richard M. Lievense				By:		 /s/ S L Doctor

					Name:		Sandra Doctor
	 /s/ Marcia M. Lievense
				Title:		Trustee
	Marcia M. Lievense						
			
	 /s/ Stephanie Lucie
				 /s/ Jack Luderer

	STEPHANIE LUCIE				JACK LUDERER


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  









									
	JULIETTE G. MAGERS IRA
				
	By:		  
				 /s/ C. Lee McFall TTEE

	Name:		  
				C. LEE MCFALL TTEE, TRUSTEE OF THE C. LEE MCFALL
	Title:		  
				TRUST DTD 3-15-1991 AND RESTATED IN ITS ENTIRETY BY A
							RESTATED TRUST AGREEMENT DATED AUGUST 30, 2001
			
	MICHIGAN ECONOMIC DEVELOPMENT CORP.				MICHIGAN STRATEGIC FUND
					
	By:		 /s/ Michael A. Finney
				By:		 /s/ Karla K. Campbell

	Name:		  
				Name:		Karla Campbell
	Title:		  
				Title:		Fund Manager
				
	MPI RESEARCH, INC.						
				
	By:		 /s/ Paul Sylvester
				 /s/ Patrick J. Mullen

	Name:		Paul Sylvester				PATRICK J. MULLEN
	Title:		EVP & CFO						
			
	NOVOSOM VERWALTUNGS GMBH (FORMERLY NOVOSOM AG)				MARCIA H. OETTING REVOCABLE TRUST U/A/D 1/13/98
					
	By:		 /s/ Steffen Panzner
				By:		  

	Name:		Dr. Steffen Panzner				Name:		  

	Title:		CEO				Title:		  

			
	MARY C. O’NEILL TRUST				GREENLEAF TRUST AS TRUSTEE FOR CAROLINE E. OROSZ
					
	By:		  
				By:		  

	Name:		Mary C. O’Neill				Name:		  

	Title:		Trustee				Title:		  

			
	FLORENCE UPJOHN OROSZ TRUST, DATED 11/29/85, AS FROM TIME TO TIME
AMENDED				PALMERO GROUP, LLC
					
	By:		  
				By:		 /s/ Donald R. Parfet

	Name:		  
				Name:		Donald R. Parfet
	Title:		  
				Title:		Manager


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  









									
	CHRISTOS T. PANOPOULOS TRUST DATED 11/5/97						
				
	 By:
		  
				 /s/ Ann V. Parfet

	Name:		  
				ANN V. PARFET
	Title:		  
						
							DONALD R. PARFET IRREVOCABLE 1992 TRUST FBO SYDNEY E. PARFET WALDORF U/A/D 12/18/92
	 /s/ Ann V. Parfet
						
	ANN VANDEWATER PARFET, TRUSTEE OF THE ANN
VANDEWATER PARFET 2006 REVOCABLE TRUST, DATED MAY 5, 2006				By:		 /s/ Karen A. Bouche

				Name:		Karen A. Bouche on behalf of Greenleaf Trust,
				Title:		Trustee
				
							MARSHALL & ILSLEY TRUST COMPANY, N.A., TRUSTEE FOR THE MARTHA PARFET
TRUST FOR THE BENEFIT OF DONALD PARFET U/A/D NOVEMBER 21, 1957
				
	 /s/ Donald R. Parfet
				By:		 /s/ David S. Keevins

	DONALD R. PARFET, TRUSTEE OF THE DONALD R. PARFET 2006 TRUST, DATED
MAY 1, 2006				Name:		David S. Keevins
				Title:		VP, COO Cedar Street Advisors
			
	WILLIAM U. PARFET REVOCABLE LIVING TRUST DATED MAY 23, 1984, AS
AMENDED				THE JOERG PICARD TRUST
					
	By:		 /s/ W. U. Parfet
				By:		  

	Name:		William U. Parfet				Name:		Joerg Picard
	Title:		Trustee				Title:		Trustee
				
							LOWELL P. RINKER AND KATHLEEN M. RINKER
			
	  
				 /s/ Lowell P. Rinker

	JOHN PUISIS				Lowell P. Rinker
				
							 /s/ Kathleen M. Rinker

							Kathleen M. Rinker


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  









									
	 /s/ Larry J. Robson
				 /s/ Wendi Rodrigueza

	LARRY J. ROBSON				WENDI RODRIGUEZA
			
	  
				 /s/ Ronald J. Shebuski

	PETER SEAVER				RONALD J. SHEBUSKI
				
	SIGVION FUND I						
				
	By:		 /s/ JP Fairbank
				 /s/ David W. Smith

	Name:		JP Fairbank				DAVID W. SMITH
	Title:		MD						
				
	REVOCABLE LIVING TRUST AGREEMENT OF JOSEPH T. SOBOTA U/A/D
7/27/74						
				
	By:		 /s/ Joseph Sobota, M.D.
				 /s/ Joseph Sobota, M.D.

	Name:		Joseph Sobota, M.D.				JOSEPH SOBOTA, M.D.
	Title:		Trustee						
			
	 /s/ Arvinder S. Sooch
				 /s/ Mina Sooch

	ARVINDER S. SOOCH, TRUSTEE OF THE ARVINDER S. SOOCH TRUST, DATED
SEPTEMBER 20, 2006				MINA PATEL SOOCH
				
				
							GLENN D. STEEG TTEE
				
	  
				By:		  

	ROBERT A. SPROTTE				Name:		Glenn Steeg
							Title:		Trustee


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  









									
	 /s/ Andrew L. Stern
				 /s/ Charles Stoddard

	ANDREW L. STERN		CHARLES STODDARD
				
							TARA VENTURES I, LLC
				
	 /s/ Alan Supp
				By:		 /s/ Mina Sooch

	ALAN SUPP		Name:		Mina Patel Sooch
							Title:		Manager
									
			
	  
				 /s/ Eli Thomssen

	NICK THAKORE		ELI THOMSSEN
				
	ELI L. THOMSSEN REVOCABLE TRUST DATED JUNE 9, 1999, AND ANY AMENDMENTS
THERETO						
				
	By:		 /s/ Eli L. Thomssen
				 /s/ Amy E. Upjohn

	Name:		Eli L. Thomssen				AMY E. UPJOHN REVOCABLE TRUST, DATED AUGUST 22, 1990
	Title:		Trustee			
			
	BRADLEY E. VANDENBERG LIVING TRUST, DATED JUNE 8, 1994				 THE WENDY VAN PEENAN
REVOCABLE
 TRUST

					
	By:		 /s/ Bradley E. VandenBerg
				By:		 /s/ Wendy Van Peenan

	Name:		Bradley E. VandenBerg				Name:		Wendy Van Peenan
	Title:		Trustee				Title:		Trustee
				
							C. MACKENZIE WALDORF 2000 TRUST U/A/D 3/3/00
				
	 /s/ Thomas E. Vredevelt
				By:		 /s/ C. Mackenzie Waldorf

	TOM VREDEVELT				Name:		C. Mackenzie Waldorf
							Title:		Trustee


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  









									
							WESTERN MICHIGAN UNIVERSITY RESEARCH FOUNDATION
				
	 /s/ Sydney P. Waldorf
				By:		 /s/ Patti VanWalbeck

	SYDNEY P. WALDORF, TRUSTEE OF THE SYDNEY PARFET WALDORF 2000 TRUST,
U/A/D 11/27/2000				Name:		Patti VanWalbeck
				Title:		Assistant Treasurer
				
	WET DUCK, LLC						
				
	By:		  
				 /s/ Stephen Wonch

	Name:		Robert Kwappy				STEPHEN WONCH
	Title:		Manager						
			
	 /s/ James Woolliscroft
				 /s/ Andrew D. Worgess

	JAMES WOOLLISCROFT				ANDREW D. WORGESS, TRUSTEE OF THE ANDREW D. WORGESS TRUST U/A/D APRIL 26,
2005
				
	 /s/ Rachel P. Worgess
						
	RACHEL P. WORGESS, TRUSTEE OF THE RACHEL P. WORGESS TRUST U/A/D APRIL 26,
2005						


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

			
	THE NEW INVESTORS:
	
	ADAMS STREET 2010 DIRECT FUND, L.P.
		
	By:		ASP 2010 Direct Management, LLC its General Partner
	By:		Adams Street Partners, LLC its Managing Member
		
	By:		 /s/ Terry Gould

	Name:		Terry Gould
	Title:		Partner
	
	ADAMS STREET 2011 DIRECT FUND LP
		
	By:		ASP 2011 Direct Management LP its General Partner
	By:		ASP 2011 Direct Management LLC its General Partner
	By:		Adams Street Partners, LLC its Managing Member
		
	By:		 /s/ Terry Gould

	Name: 		Terry Gould
	Title:		Partner
	
	ADAMS STREET 2012 DIRECT FUND LP
		
	By:		ASP 2012 Direct Management LP its General Partner
	By:		ASP 2012 Direct Management LLC its General Partner
	By:		Adams Street Partners, LLC its Managing Member
		
	By:		 /s/ Terry Gould

	Name:		Terry Gould
	Title:		Partner
	
	ADAMS STREET 2013 DIRECT FUND LP
		
	By:		ASP 2013 Direct Management LP its General Partner
	By:		ASP 2013 Direct Management LLC its General Partner
	By:		Adams Street Partners, LLC its Managing Member
		
	By:		 /s/ Terry Gould

	Name:		Terry Gould
	Title:		Partner
	
	ADAMS STREET 2014 DIRECT FUND LP
		
	By:		ASP 2014 Direct Management LP its General Partner
	By:		ASP 2014 Direct Management LLC its General Partner
	By:		Adams Street Partners, LLC its Managing Member
		
	By:		 /s/ Terry Gould

	Name:		Terry Gould
	Title:		Partner


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

			
	THE NEW INVESTORS:
	
	BLACKROCK HEALTH SCIENCES TRUST
		
	BY:		BLACKROCK ADVISORS, LLC
	ITS:		INVESTMENT ADVISER
		
	By		 /s/ Hongying Erin Xie

	Name:		Hongying Erin Xie
	Title:		Managing Director
	
	BLACKROCK HEALTH SCIENCES OPPORTUNITIES PORTFOLIO, A SERIES OF
BLACKROCK FUNDS
		
	BY:		BLACKROCK ADVISORS, LLC
	ITS:		INVESTMENT ADVISER
		
	By		 /s/ Hongying Erin Xie

	Name:		Hongying Erin Xie
	Title:		Managing Director
	
	BLACKROCK HEALTH SCIENCES MASTER UNIT TRUST
		
	BY:		BLACKROCK CAPITAL MANAGEMENT, INC.
	ITS:		INVESTMENT ADVISER
		
	By		 /s/ Hongying Erin Xie

	Name:		Hongying Erin Xie
	Title:		Managing Director


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

			
	THE NEW INVESTORS:
	
	CDK ASSOCIATES, L.L.C.
		
	By		 /s/ Karen Cross

	Name:		Karen Cross
	Its:		Treasurer
	
	 /s/ Scott D. Morenstein

	Scott D. Morenstein


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

			
	THE NEW INVESTORS:
	
	FRAZIER HEALTHCARE VI, L.P.
		
	By:		FHM VI, LP, its general partner
	By:		FHM VI, LLC, its general partner
		
	By		 /s/ James Topper

	Name:		James Topper, M.D., Ph.D.
	Its:		General Partner


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

			
	THE NEW INVESTORS:
	
	HOPEN LIFE SCIENCE FUND II, L.P.
		
	By:		Hopen LS GP II, LLC
	Its:		General Partner
		
	By:		Hopen LS Management, LLC
	Its:		Sole Member
		
	By:		 /s/ Mark Olesnavage

	Name:		Mark Olesnavage
	Title:		Managing Director


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

			
	THE NEW INVESTORS:
	
	JANUS GLOBAL LIFE SCIENCES FUND, A SERIES OF JANUS INVESTMENT
FUND
		
	BY:		JANUS CAPITAL MANAGEMENT LLC, ITS INVESTMENT ADVISOR
		
	By		 /s/ Andy Acker

	Name:		Andy Acker
	Its:		Portfolio Manager


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

			
	THE NEW INVESTORS:
	
	NEW EMERGING MEDICAL OPPORTUNITIES FUND II L.P.
		
	By:		Sectoral Asset Management Inc., its investment manager
		
	By:		 /s/ Michael Sjöström

	Name:		Michael Sjöström, CFA
	Title:		Chief Investment Officer
	
	Address (NEMO II L.P.):
	Codan Trust Company (Cayman) Limited
	P.O. Box 2681
	Cricket Square Hutchins Drive
	Grand Cayman KY1-1111
	Cayman Islands


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

					
	THE NEW INVESTORS:
	
	ORBIMED PRIVATE INVESTMENTS V, LP
		
	BY:		OrbiMed Capital GP V LLC, its General Partner
			
			BY:		OrbiMed Advisors LLC, its Managing Member
		
	By		 /s/ Carl Gordon

	Name:		Carl Gordon
	Its:		Member


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

			
	THE NEW INVESTORS:
	
	RA CAPITAL HEALTHCARE FUND, LP
		
	By		 /s/ Peter Kolchinsky

	Name:		Peter Kolchinsky
	Its:		Manager


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

			
	THE NEW INVESTORS:
	
	VIVO VENTURES FUND VII, L.P.
		
	By:		 Vivo Ventures VII, LLC
 its General
Partner

		
	By:		 /s/ Albert Cha

	Name:		Albert Cha
	Title:		Managing Partner
	
	VIVO VENTURES VII AFFILIATES FUND, L.P.
		
	By:		 Vivo Ventures VII, LLC
 its General
Partner

		
	By:		 /s/ Albert Cha

	Name:		Albert Cha
	Title:		Managing Partner


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

			
	THE NEW INVESTORS:
	
	AMHERST FUND II
		
	By:		 /s/ Matt Turner

	Name:		Matt Turner
	Its:		President & CEO


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

			
	THE NEW INVESTORS:
	
	C.SANDHU 2011 IRR.TR FBO CHILDREN JASDEEP SANDHU UAD 07/01/11
		
	By		 /s/ Chain S. Sandhu

	Name:		Chain S. Sandhu
	Its:		Manager


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

			
	THE NEW INVESTORS:
	
	C.SANDHU 2011 IRR.TR FBO CHILDREN JATINDER-BIR S. SANDHU UAD 07/01/11
		
	By		 /s/ Chain S. Sandhu

	Name:		Chain S. Sandhu
	Its:		Manager


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

			
	THE NEW INVESTORS:
	
	CHAIN S. SANDHU
		
	By:		 /s/ Chain S. Sandhu

	Name:		Chain S. Sandhu
	Its:		Individual


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

	
	THE NEW INVESTORS:
	
	 /s/ Dakshesh S. Patel

	DAKSHESH S. PATEL


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

			
	THE NEW INVESTORS:
	
	FRANK KEARNY
		
	By:		 /s/ Frank Kearny

	Name:		
	Its:		


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

			
	THE NEW INVESTORS:
	
	JOHN R. LUDERER ROTH IRA (#691-81701)
		
	By:		 /s/ John R. Luderer 4/16/2014

	Name:		
	Its:		


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

	
	THE NEW INVESTORS:
	
	 /s/ Jatinder-Bir Singh Sandhu

	Jatinder-Bir Singh Sandhu


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

			
	THE NEW INVESTORS:
	
	JASON ROSENFELT
		
	By:		 /s/ Jason Rosenfelt

	Name:		Jason Rosenfelt
	Its:		


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

			
	THE NEW INVESTORS:
	
	JOHN FLORSHEIM
		
	By:		 /s/ John Florsheim

	Name:		
	Its:		


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

			
	THE NEW INVESTORS:
	
	JOHN HONKAMP
		
	By:		 /s/ John Honkamp

	Name:		
	Its:		


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

			
	THE NEW INVESTORS:
	
	JSI 2 LLC
		
	By		 /s/ Jasdeep S. Sandhu

	Name:		Jasdeep S. Sandhu
	Its:		Manager


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

			
	THE NEW INVESTORS:
	
	MAHENDRA SHAH
		
	By:		 /s/ Mahendra Shah

	Name:		Mahendra Shah
	Its:		


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

			
	THE NEW INVESTORS:
	
	MARK E. GURNEY
		
	By:		 /s/ Mark E. Gurney

	Name:		
	Its:		


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

			
	THE NEW INVESTORS:
	
	N.C JOSEPH AND HELEN LAI 98 REVOCABLE TRUST
		
	By:		 /s/ N.C. Joseph Lai

	Name:		N.C. Joseph Lai 4/11/2014
	Its:		


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

			
	THE NEW INVESTORS:
	
	RAVINDER S. SANDHU
		
	By:		 /s/ Ravinder S. Sandhu

	Name:		
	Its:		


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

	
	THE NEW INVESTORS:
	
	 /s/ Roger S. Newton

	ROGER S. NEWTON


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

			
	THE NEW INVESTORS:
	
	THE SANDEEP SHOKI MULLICK REVOCABLE LIVING TRUST DATED NOVEMBER 13,
2012
		
	By		 /s/ Shoki Mullick

	Name:		
	Its Trustee:		Shoki Mullick


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

			
	THE NEW INVESTORS:
	
	TROUT CREEK VENTURES, LP
		
	 By:
	 	 /s/ Paul S. D’Amato

	 Name:
	 	Paul S. D’Amato
	 Its:
	 	Managing Director


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

			
	THE NEW INVESTORS:
	
	 /s/ Scott R. Pierre

	 SIGNED: SCOTT R. PIERRE, TRUSTEE

VAN KAMPEN ASSET MANAGEMENT COMPANY LLC PROFIT
SHARING PLAN
 FBO CHARLES A. LINDBERG



  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

			
	THE NEW INVESTORS:
	
	WILLIAM H. ALVERSON
		
	By:		 /s/ William H. Alverson

	Name:		
	Its:		


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

			
	THE NEW INVESTORS:
	
	TAMI F. WORD
		
	By:		 /s/ Tami F. Word

	Name:		Tami F. Word
	Its:		


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE 
  








 The parties hereto have executed this THIRD AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. 

 

			
	THE NEW INVESTORS:
	
	JAY ADAM GUDEBSKI IRREVOCABLE TRUST DATED JANUARY 5, 2009
		
	By:		 /s/ Jay Gudebski

	Name:		Jay Gudebski
	Its:		Trustee


  

PRONAI THERAPEUTICS, INC. THIRD AMENDED
AND RESTATED INVESTOR RIGHTS 
 AGREEMENT
SIGNATURE PAGE