Exhibit 4.2


 


Execution Version


CENTURY THERAPEUTICS,
INC.


 


INVESTORS’
RIGHTS AGREEMENT


 


 


 


 


February 25, 2021


 






     


     


    

 


Table
of Contents


 


	 	 	Page
	1. 	Definitions	1
	 	 	 
	2.  	Registration Rights	4
	 	 	 
	 	2.1  	Demand Registration	4
	 	2.2  	Company Registration	6
	 	2.3 	Underwriting Requirements	6
	 	2.4  	Obligations of the Company	8
	 	2.5  	Furnish Information	9
	 	2.6   	Expenses of Registration	9
	 	2.7 	Delay of Registration	10
	 	2.8  	Indemnification	10
	 	2.9  	Reports Under Exchange Act	12
	 	2.10  	Limitations on Subsequent Registration Rights	13
	 	2.11 	“Market Stand-off” Agreement	13
	 	2.12 	Restrictions on Transfer	14
	 	2.13 	Termination of Registration Rights	15
	 	 	 	 
	3.   	Rights to Future Stock Issuances	15
	 	 	 
	 	3.1  	Right of First Offer	15
	 	3.2  	Termination	17
	 	 	 	 
	4.  	Additional Covenants	17
	 	 	 
	 	4.1 	Information Rights	17
	 	4.2   	Successor Indemnification	18
	 	4.3 	Inspection	18
	 	4.4  	Observer Rights	18
	 	4.5  	Termination of Information and Observer Rights	19
	 	4.6  	Confidentiality	19
	 	4.7  	Insurance	19
	 	4.8  	Employee Agreements	20
	 	4.9  	Employee Stock	20
	 	4.10 	Reserved	20
	 	4.11   	Matters Requiring Preferred Director Approval	20
	 	4.12 	Board Matters	21
	 	4.13 	Expenses of Counsel	21
	 	4.14 	Indemnification Matters	22
	 	4.15 	Right to Conduct Activities	22
	 	4.16  	Business of the Company	22
	 	4.17  	Real Property Holding Corporation	23
	 	4.18 	No Use of Trademarks or Logos	23
	 	4.19  	Termination of Covenants	23




 






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	5.	Tag-Along Rights	23
	 	 	 
	6.  	Miscellaneous	24
	 	 	 
	 	6.1  	Successors
and Assigns	24
	 	6.2   	Governing Law	25
	 	6.3   	Counterparts	25
	 	6.4   	Titles and Subtitles	25
	 	6.5 	Notices	25
	 	6.6   	Amendments and Waivers	26
	 	6.7   	Severability	26
	 	6.8   	Aggregation of Stock	26
	 	6.9  	Entire Agreement	27
	 	6.10   	Dispute Resolution	27
	 	6.11  	Delays or Omissions	27
	 	6.12 	Acknowledgment	27
	 	6.13  	Submission to Jurisdiction	27
	 	6.14 	Massachusetts Business
Trust	28



 






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INVESTORS’
RIGHTS AGREEMENT


 


THIS INVESTORS’
RIGHTS AGREEMENT, is made as of the 25th day of February, 2021, by and among Century Therapeutics, Inc., a Delaware
corporation (the “Company”), and each of the investors listed on Schedule A hereto (each, an “Investor”
and collectively, the “Investors”).


 


RECITALS


WHEREAS,
certain of the Investors (the “Existing Investors”) hold shares of the Company’s Series A Preferred Stock,
Series B Preferred Stock and/or shares of Common Stock issued upon conversion thereof;


 


WHEREAS,
certain of the Investors are parties to that certain Series C Preferred Stock Purchase Agreement of even date herewith by and among
the Company and such Investors (the “Purchase Agreement”), under which certain of the Company’s and such
Investors’ obligations are conditioned upon the execution and delivery of this Agreement by such Investors, the Existing
Investors and the Company.


 


NOW, THEREFORE,
the parties hereby agree as follows:


 


1.                 
Definitions. For purposes of this Agreement:


 


1.1             
“Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly,
controls, is controlled by, or is under common control with such Person, including, without limitation, any general partner, managing
member, officer, director or trustee of such Person, or any venture capital fund or other investment fund now or hereafter existing
that is controlled by one (1) or more general partners, managing members or investment advisers (including but not limited to registered
investment advisers) of, or shares the same management company or investment adviser with, such Person.


 


1.2             
“Bayer” means Bayer Healthcare LLC.


 


1.3             
“Board” means the Board of Directors of the Company.


 


1.4             
“Casdin” means Casdin Capital, LLC.


 


1.5             
“Certificate of Incorporation” means the Company’s Amended and Restated Certificate of Incorporation
(as it may be amended and/or restated from time to time).


 


1.6             
“Common Stock” means shares of the Company’s common stock, par value $0.0001 per share.


 


1.7             
“Damages” means any loss, damage, claim or liability (joint or several) to which a party hereto may become
subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability
(or any action in respect thereof) arises out of or is based upon: (i) any untrue statement or alleged untrue
statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus


 






     


     


    

 


or final
prospectus contained therein or any amendments or supplements thereto; (ii) an 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 indemnifying party (or any of its agents or Affiliates) 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.


 


1.8             
 “Derivative Securities” means any securities or rights convertible into, or exercisable or exchangeable
for (in each case, directly or indirectly), Common Stock, including options and warrants.


 


1.9             
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.


 


1.10         
“Excluded Registration” means (i) a registration relating to the sale or grant of securities to employees
of the Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; (ii) a registration
relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information
as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration
in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being
registered.


 


1.11         
“Form S-1” means such form under the Securities Act as in effect on the date hereof or any successor
registration form under the Securities Act subsequently adopted by the SEC.


 


1.12         
“Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration
form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference
to other documents filed by the Company with the SEC.


1.13         
“FCDI” means FUJIFILM Cellular Dynamics Inc.


 


1.14         
“GAAP” means generally accepted accounting principles in the United States.


 


1.15         
“Holder” means any holder of Registrable Securities who is a party to this
Agreement.


 


1.16         
“Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
life partner or similar statutorily recognized domestic partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including, adoptive relationships, of a natural person referred to herein.


 


1.17         
“Initiating Holders” means, collectively, Holders who properly initiate
a registration request under this Agreement.


 






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1.18         
 “IPO” means the Company’s first underwritten public offering of its Common
Stock under the Securities Act.


 


1.19         
“Key Employee” means any executive-level employee (including, without limitation, any Chief Executive
Officer, Chief Technology Officer, Chief Scientific Officer, Chief of Research and Development and any division director and vice
president level positions) as well as any employee or consultant who either alone or in concert with others, develops, invents,
programs or designs any Company Intellectual Property (as defined in the Purchase Agreement).


 


1.20         
“Major Investor” means any Investor that, individually or together with such Investor’s Affiliates,
holds at least 750,000 shares of Common Stock issuable or issued upon conversion of the Preferred Stock (as adjusted for
any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof).


 


1.21         
“New Securities” means, collectively, equity securities of the Company, whether or not currently authorized,
as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may
become, convertible or exchangeable into or exercisable for such equity securities.


 


1.22         
“Person” means any individual, corporation, partnership, trust, limited
liability company, association or other entity.


 


1.23         
“Preferred Directors” means, collectively, the Series A Directors, the Series B Director and the Series
C Director.


 


1.24         
“Preferred Stock” means, collectively, the Series A Preferred Stock, the Series B Preferred Stock and
the Series C Preferred Stock.


 


1.25         
“Registrable Securities” means (i) the Common Stock issuable or issued upon conversion of the Preferred
Stock; (ii) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of
any other securities of the Company, acquired by the Investors after the date hereof; (iii) any Common Stock held by the
Investors as of the date hereof; and (iv) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant,
right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement
of, the shares referenced in clauses (i), (ii) and (iii) above; excluding in all cases, however, any Registrable Securities sold
by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Section 6.1,
and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Section
2.13 of this Agreement.


 


1.26         
“Registrable Securities then outstanding” means the number of shares determined by adding the number
of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly
or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities.


 


1.27         
“Restricted Securities” means the securities of the Company required to bear the legend set forth in
Section 2.12(b) hereof.


 






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1.28         
 “SEC” means the Securities and Exchange Commission.


 


1.29         
“SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities
Act.


 


1.30         
“SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.


 


1.31         
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.


 


1.32         
“Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable
to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements
of the Selling Holder Counsel and Major Investor Counsel borne and paid by the Company as provided in Section 2.6.


 


1.33         
“Series A Directors” means any director of the Company that the holders of record of the Series A Preferred
Stock are entitled to elect pursuant to the Certificate of Incorporation.


 


1.34         
“Series A Preferred Stock” means shares of the Company’s Series A Preferred Stock, par value $0.0001
per share.


 


1.35         
“Series B Director” means any director of the Company that the holders of record of the Series B Preferred
Stock are entitled to elect pursuant to the Certificate of Incorporation.


 


1.36         
“Series B Preferred Stock” means shares of the Company’s Series B Preferred Stock, par value $0.0001
per share.


 


1.37         
“Series C Director” means any director of the Company that the holders of record of the Series C Preferred
Stock are entitled to elect pursuant to the Certificate of Incorporation.


 


1.38         
“Series C Preferred Stock” means shares of the Company’s Series C Preferred Stock, par value $0.0001
per share.


 


1.39         
“Versant” means Versant Venture Capital VI, L.P and Versant Vantage II, L.P.


 


2.                 
 Registration Rights. The Company covenants and agrees as follows:


2.1             
Demand Registration.


(a)               
Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii)
one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request
from Holders of a majority of the Common Stock issued or issuable upon conversion of the Preferred Stock then outstanding that
the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of


 






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the Registrable Securities then
outstanding, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand
Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty
(60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities
Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities
requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company
within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c)
and 2.3.


 


(b)              
Form S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives
a request from Holders of at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a
Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate
offering price, net of Selling Expenses, of at least $5,000,000, then the Company shall (i) within ten (10) days after the date
such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable,
and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration
statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other
Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice
is given, and in each case, subject to the limitations of Sections 2.1(c) and 2.3.


 


(c)               
Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this
Section 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment
of the Board it would be materially detrimental to the Company and its stockholders for such registration statement to either become
effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because
such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction
involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose
for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange
Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect
to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after the request
of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once
in any twelve (12) month period; and provided, further that the Company shall not register any securities for its
own account or that of any other stockholder during such ninety day period other than an Excluded Registration.


 


(d)              
 The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section
2.1(a), (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of
filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration,
provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration
statement to become effective; (ii) after the Company has effected two (2) registrations pursuant to Section 2.1(a); or
(iii) if the Initiating Holders propose to dispose of shares


 






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of Registrable Securities that may be immediately registered on Form
S-3 pursuant to a request made pursuant to Section 2.1(b). The Company shall not be obligated to effect, or to take any
action to effect, any registration pursuant to Section 2.1(b) (i) during the period that is thirty (30) days before the
Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective
date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable
efforts to cause such registration statement to become effective; or (ii) if the Company has effected two (2) registrations pursuant
to Section 2.1(b) within the twelve (12) month period immediately preceding the date of such request. A registration shall
not be counted as “effected” for purposes of this Section 2.1(d) until such time as the applicable registration
statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect
not to pay the registration expenses therefor, and forfeit their right to one (1) demand registration statement pursuant to Section
2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section
2.1(d).


 


2.2             
Company Registration. If the Company proposes to register (including, for this purpose, a registration effected by
the Company for stockholders other than the Holders) any of its securities under the Securities Act in connection with the public
offering of such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly
give each Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is
given by the Company, the Company shall, subject to the provisions of Section 2.3, cause to be registered all of the Registrable
Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate
or withdraw any registration initiated by it under this Section 2.2 before the effective date of such registration, whether
or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses)
of such withdrawn registration shall be borne by the Company in accordance with Section 2.6.


 


2.3             
Underwriting Requirements.


(a)               
If, pursuant to Section 2.1, 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 Section 2.1,
and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Company and shall
be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include
such Holder’s 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 (together with the Company as provided in
Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.
Notwithstanding any other provision of this Section 2.3, if the managing underwriter(s) advise(s) the Initiating Holders
in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders
shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable
Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including
the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities


 






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owned by each Holder or
in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the
number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other
securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above
provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100)
shares. For purposes of the provision in this Section 2.3(a) concerning apportionment, for any selling Holder that is a
partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders,
and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and
retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,”
and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable
Securities owned by all Persons included in such “selling Holder,” as defined in this sentence.


 


(b)              
 In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Section
2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless
the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such
quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company.
If the total number of securities, including Registrable Securities, requested by stockholders to be included in such offering
exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine
is compatible with the success of the offering, then the Company shall be required to include in the offering only that number
of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine
will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities
requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering
shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned
by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the
allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated
to any Holder to the nearest one hundred (100) shares. Notwithstanding the foregoing, in no event shall (i) the number of Registrable
Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are
first entirely excluded from the offering, or (ii) the number of Registrable Securities included in the offering be reduced below
thirty percent (30%) of the total number of securities included in such offering, unless such offering is the IPO, in which case
the selling Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s
securities are included in such offering. For purposes of the provision in this Section 2.3(b) concerning apportionment,
for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners,
retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners,
retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed
to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall
be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder,”
as defined in this sentence.


 






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(c)               
For purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an
exercise of the underwriter’s cutback provisions in Section 2.3(a), fewer than the total number of Registrable Securities
that Holders have requested to be included in such registration statement are actually included.


 


2.4             
Obligations of the Company. Whenever required under this Section 2 to effect the registration of any Registrable
Securities, the Company shall, as expeditiously as reasonably possible:


 


(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 Common Stock issued or issuable upon conversion of the Preferred Stock then outstanding registered thereunder, keep such
registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated
in the registration statement has been completed; provided, however, that (i) such one hundred twenty (120) day period
shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common Stock
(or other securities) of the Company, from selling any securities included in such registration, and (ii) in the case of any registration
of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with
applicable SEC rules, such one hundred twenty (120) day period shall be extended for up to ninety (90) days, if necessary, to keep
the registration statement effective until all such Registrable Securities are sold;


 


(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 Securities Act in order to enable the disposition
of all securities covered by such registration statement;


 


(c)               
furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by
the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of
their Registrable Securities;


 


(d)              
use its commercially reasonable efforts to 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 selling Holders; provided
that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such
states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by
the Securities Act;


 


(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 underwriter(s) of such offering;


 


(f)               
use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement
to be listed on a national securities exchange or


 






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trading system and each securities exchange and trading system (if any) on which
similar securities issued by the Company are then listed;


 


(g)              
 provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide
a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;


 


(h)              
promptly make available for inspection by the selling Holders, any managing underwriter(s) participating in any disposition
pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected
by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause
the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested
by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy
of the information in such registration statement and to conduct appropriate due diligence in connection therewith;


 


(i)                
notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement
has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and


 


(j)                
after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company
amend or supplement such registration statement or prospectus.


 


In addition, the Company
shall ensure that, at all times after any registration statement covering a public offering of securities of the Company under
the Securities Act shall have become effective, its insider trading policy shall provide that the Company’s directors may
implement a trading program under Rule 10b5-1 of the Exchange Act pursuant to the terms of such insider trading policy.


 


2.5             
Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant
to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the
Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such
securities as is reasonably required to effect the registration of such Holder’s Registrable Securities.


 


2.6             
Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings,
or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and
accounting fees; fees and disbursements of counsel for the Company; the reasonable fees and disbursements, not to exceed $35,000,
of one (1) counsel for the selling Holders (“Selling Holder Counsel”); and at the request of the Major Investors,
the reasonable fees and disbursements of one (1) counsel for the Major Investors (“Major Investor Counsel”),
shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any
expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn
at the request of the


 






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Holders of a majority of the Common Stock issued or issuable upon conversion of the Preferred Stock to be
registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities
that were to be included in the withdrawn registration), unless the Holders of a majority of the Common Stock issued or issuable
upon conversion of the Preferred Stock agree to forfeit their right to one registration pursuant to Sections 2.1(a) or 2.1(b),
as the case may be; provided, further that if, at the time of such withdrawal, the Holders shall have learned of
a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of
their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall
not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Sections 2.1(a)
or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be
borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.


 


2.7             
 Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying
any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation
or implementation of this Section 2.


 


2.8             
Indemnification. If any Registrable Securities are included in a registration statement under this Section 2:


 


(a)               
To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members,
officers, directors, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter
(as defined in the Securities Act) for each 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 Damages, and the Company will pay to each such Holder, underwriter,
controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating
or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however,
that the indemnity agreement contained in this Section 2.8(a) shall not apply to amounts paid in settlement of any such
claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably
withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions
made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling
Person, or other aforementioned Person expressly for use in connection with such registration.


 


(b)              
To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company,
and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the
Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in
the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such
underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon
actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling
Holder expressly for use in connection with such registration; and each such selling Holder will pay to the Company and each other
aforementioned Person any legal


 






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or other expenses reasonably incurred thereby in connection with investigating or defending any
claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity
agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding
if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided,
further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Sections
2.8(b) and 2.8(d) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder),
except in the case of fraud or willful misconduct by such Holder.


 


(c)               
 Promptly after receipt by an indemnified party under this Section 2.8 of notice of the commencement of any action
(including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will,
if a claim in respect thereof is to be made against any indemnifying party under this Section 2.8, give the indemnifying
party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the
extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given,
and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified
party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right
to retain one separate 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 action. The failure to give notice to the indemnifying
party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to
the indemnified party under this Section 2.8, to the extent that such failure materially prejudices the indemnifying party’s
ability to defend such action. The failure to give 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 2.8.


 


(d)              
To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i)
any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 2.8
but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration
of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding
the fact that this Section 2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act
may be required on the part of any party hereto for which indemnification is provided under this Section 2.8, then, and
in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they
may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the
indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such
loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault
of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue
or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information
supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access


 






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to information,
and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case (x) no
Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered
and sold by such Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation; and provided, further that in no event shall a Holder’s liability pursuant to
this Section 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Section 2.8(b), exceed
the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of
willful misconduct or fraud by such Holder.


 


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


 


(f)               
Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering,
the obligations of the Company and Holders under this Section 2.8 shall survive the completion of any offering of Registrable
Securities in a registration under this Section 2, and otherwise shall survive the termination of this Agreement.


 


2.9             
Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other
rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration
or pursuant to a registration on Form S-3, the Company shall:


 


(a)               
make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144,
at all times after the effective date of the registration statement filed by the Company for the IPO;


 


(b)              
use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of
the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements);
and


 


(c)               
furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate,
a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety
(90) days after the effective date of the registration statement filed by the Company for the IPO), the Securities Act, and the
Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant
whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies); and (ii) such other information
as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such
securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange
Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).


 






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2.10         
 Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not,
without the prior written consent of the Holders of a majority of the Common Stock issued or issuable upon conversion of the Preferred
Stock then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would
allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement,
such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of
such securities will not reduce the number of the Registrable Securities of the Holders that are included or (ii) to initiate a
demand for registration of any securities held by such holder or prospective holder.


 


2.11         
“Market Stand-off” Agreement. Each Holder hereby agrees that it will not, without the prior written consent
of the managing underwriter, during the period commencing on the date of the final prospectus relating to the IPO and ending on
the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days), (i) lend;
offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant
any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock
or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately prior
to the effectiveness of the registration statement for the IPO or (ii) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction
described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise.
The foregoing provisions of this Section 2.11 shall not apply to (a) the sale of any shares to an underwriter pursuant to
an underwriting agreement, or (b) the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the
immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth
herein, or (c) the transfer of any shares owned by a Holder in the Company to its Affiliates, provided that the Affiliate of the
Holder agrees to be bound in writing by the restrictions set forth herein, or (d) shares subscribed for or purchased by a Holder
in the open market or in such IPO, and provided further that any such transfer in the case of (b) or (c) above shall not involve
a disposition for value, and shall be applicable to the Holders only if all officers and directors and all stockholders individually
owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common
Stock of all outstanding Preferred Stock) are subject to the same restrictions. The underwriters in connection with such registration
are intended third party beneficiaries of this Section 2.11 and shall have the right, power, and authority to enforce the
provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably
requested by the underwriters in connection with such registration that are consistent with this Section 2.11 or that are
necessary to give further effect thereto. In the event that the Company or the managing underwriter waives or terminates any of
the restrictions contained in this Section 2.11 or in a lock-up agreement with respect to the securities of any Holder,
officer, director or greater than one-percent stockholder of the Company (in any such case, the “Released Securities”),
the restrictions contained in this Section 2.11 and in any lock-up agreements executed by the Holders shall be waived or
terminated, as applicable, to the same extent and with respect to the same percentage of securities of each Holder as the percentage
of Released Securities represent with respect to the securities held by the applicable Holder, officer, director or greater than
one-percent stockholder.


 






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2.12         
 Restrictions on Transfer.


 


(a)               
The Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company
shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or
transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions
of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Stock and
Registrable Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions
specified in this Agreement. The Company may, in its sole discretion, require a transferring Holder to pay the Company’s
reasonable out-of-pocket expenses in connection with a transfer, unless the transferee is an Affiliate of the transferring Holder.
Notwithstanding the foregoing, the Company shall not require any transferee of shares pursuant to an effective registration statement
or, following the IPO, SEC Rule 144, in each case, to be bound by the terms of this Agreement.


 


(b)              
Each certificate, instrument, or book entry representing (i) the Preferred Stock, (ii) the Registrable Securities, and (iii)
any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend,
recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Section 2.12(c))
bear a legend substantially in the following form:


 


THE SECURITIES REPRESENTED HEREBY
HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT
BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF SAID ACT.


 


THE SECURITIES REPRESENTED HEREBY
MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN INVESTORS’ RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER,
A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.


 


The Holders consent to
the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order
to implement the restrictions on transfer set forth in this Section 2.12.


 


(c)               
The holder of each certificate, instrument or book-entry representing Restricted Securities, by acceptance thereof, agrees
to comply in all respects with the provisions of this Section 2.12. Before any proposed sale, pledge, or transfer of any
Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction
or, following the IPO, the transfer is made pursuant to SEC Rule 144, the Holder thereof shall give notice to the Company of such
Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances
of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied
at such Holder’s expense by either (i) a written opinion of legal counsel who shall,


 






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and whose legal opinion shall, be reasonably
satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration
under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer
of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken
with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed
sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon
the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance
with the terms of the notice given by the Holder to the Company. The Company will not require such a notice, legal opinion or “no
action” letter (x) in any transaction in compliance with SEC Rule 144; or (y) in any transaction in which such Holder distributes
Restricted Securities to an Affiliate of such Holder for no consideration; provided that, other than in connection with
a transfer in compliance with SEC Rule 144 following the IPO, each transferee agrees in writing to be subject to the terms of this
Section 2.12. Each certificate, instrument, or book entry representing the Restricted Securities transferred as above provided
shall bear, except if such transfer is made pursuant to SEC Rule 144 or pursuant to an effective registration statement, the appropriate
restrictive legend set forth in Section 2.12(b), except that such certificate instrument, or book entry shall not bear such
restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish
compliance with any provisions of the Securities Act.


 


2.13         
Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities
in any registration pursuant to Sections 2.1 or 2.2 shall terminate upon the earliest to occur of:


 


(a)               
the closing of a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, and only after fulfillment
of the obligations set forth under Article Fourth, Part B, Section 2.3.2 of the Certificate of Incorporation in connection with
such Deemed Liquidation Event;


 


(b)              
such time after consummation of the IPO as SEC Rule 144 or another similar exemption under the Securities Act is available
for the sale of all of such Holder’s shares without limitation during a three-month period without registration; and


 


(c)               
the third (3rd) anniversary of the Qualified IPO (as defined in the Certificate of Incorporation).


 


3.                 
Rights to Future Stock Issuances.


 


3.1             
Right of First Offer. Subject to the terms and conditions of this Section 3.1 and applicable securities laws,
if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor.
A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate,
among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other
Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of
such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial
Owner agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement


 






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of
even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each
such agreement.


 


(a)               
The Company shall give notice (the “Offer Notice”) to each Major Investor, stating (i) its bona fide
intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if
any, upon which it proposes to offer such New Securities.


 


(b)              
 By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to
purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities
which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock issued
and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other
Derivative Securities then held by such Major Investor) bears to the total Common Stock of the Company then outstanding (assuming
full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities). At the expiration of such
twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares
available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise.
During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving
notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of
the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors
which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or
exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears
to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the
Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed
shares. The closing of any sale pursuant to this Section 3.1(b) shall occur within the later of one hundred and twenty (120)
days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 3.1(b).


 


(c)               
If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section
3.1(b), the Company may, during the ninety (90) day period following the expiration of the period provided in Section 3.1(b),
offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and
upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement
for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution
thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered
to the Major Investors in accordance with this Section 3.1.


 


The right of first
offer in this Section 3.1 shall not be applicable to (i) Exempted Securities (as defined in the Certificate of Incorporation);
(ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Preferred Stock pursuant to the Purchase Agreement.


 






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3.2             
Termination. The covenants set forth in Section 3.1 shall terminate and be of no further force or effect (i) immediately
before the consummation of the IPO, or (ii) upon the closing of a Deemed Liquidation Event, as such term is defined in the Certificate
of Incorporation, whichever event occurs first.


 


4.                 
 Additional Covenants.


 


4.1             
Information Rights.


 


(a)               
Delivery of Financial Statements. Subject to Section 4.1(c) of this Agreement, the Company shall deliver to
each Major Investor, provided that the Board has not reasonably determined that such Major Investor is a competitor of the
Company (provided further that venture capital or other investment funds shall not be considered competitors of the Company):


 


(i)                
as soon as practicable, but in any event no later than sixty (60) days before the end of each fiscal year, a budget and
business plan for the next fiscal year (collectively, the “Budget”), prepared on a monthly basis, including
balance sheets, income statements, and statements of cash flow for such months and, promptly after prepared, any other budgets
or revised budgets prepared by the Company;


 


(ii)              
as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company,
(A) a balance sheet as of the end of such year, (B) statements of income and of cash flows for such year and (C) a statement of
stockholders’ equity as of the end of such year, all such financial statements audited and certified by an independent public
accountant selected by the Board, together with a written report comparing the foregoing to the Budget for such fiscal year; provided,
however, that the Board (including both Series A Directors) may waive the audit requirement in any given fiscal year for
the financial statements set forth in this Section 4.1(a);


 


(iii)            
as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters
of each fiscal year of the Company, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance
sheet as of the end of such fiscal quarter all prepared in accordance with GAAP (except that such financial statements may (A)
be subject to normal year-end audit adjustments and (B) not contain all notes thereto that may be required in accordance with GAAP),
together with a written report comparing the foregoing to the Budget;


 


(iv)            
as soon as practicable, but in any event within forty-five (45) days after the end of each quarter of each fiscal year of
the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into
or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise
of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto,
and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient
detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company; and


 






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(v)              
 as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement
and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance
with GAAP (except that such financial statements may (A) be subject to normal year-end audit adjustments and (B) not contain all
notes thereto that may be required in accordance with GAAP), together with a written report comparing the foregoing to the Budget
for such month.


 


(b)              
Subsidiaries. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the
Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated
and consolidating financial statements of the Company and all such consolidated subsidiaries.


 


(c)               
Registration. Notwithstanding anything else in this Section 4.1 to the contrary, the Company may cease providing
the information set forth in this Section 4.1 during the period starting with the date sixty (60) days before the Company’s
good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the
SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under
this Section 4.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable
efforts to cause such registration statement to become effective.


 


4.2             
Successor Indemnification. If the Company or any of its successors or assignees consolidates with or merges into
any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent
necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company
with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations
are contained in the Company’s Bylaws, the Certificate of Incorporation, or elsewhere, as the case may be.


 


4.3             
Inspection. The Company shall permit each Major Investor (provided that the Board has not reasonably determined
that such Major Investor is a competitor of the Company); provided, further, that venture capital or other investment
funds shall not be considered competitors of the Company), at such Major Investor’s expense, to visit and inspect the Company’s
properties; examine its books of account and records; and discuss the Company’s affairs, finances, and accounts with its
officers, during normal business hours of the Company as may be reasonably requested by the Major Investor; provided, however,
that the Company shall not be obligated pursuant to this Section 4.3 to provide access to any information that it reasonably
and in good faith considers to be a trade secret or confidential information (unless covered by an enforceable confidentiality
agreement, in form acceptable to the Company) or the disclosure of which would adversely affect the attorney-client privilege between
the Company and its counsel.


 


4.4             
Observer Rights. (a) As long as Versant or its Affiliates owns any shares of Preferred Stock of the Company, the
Company shall invite a representative of Versant to attend all meetings of its Board in a nonvoting observer capacity; (b) as long
as FCDI or its Affiliates owns any shares of Preferred Stock of the Company, the Company shall invite a representative of FCDI
to attend all meetings of its Board in a nonvoting observer capacity; (c) as long as Casdin or its Affiliates owns any shares of
Preferred Stock of the Company, the Company shall invite a representative of Casdin to attend all meetings of its Board in a nonvoting
observer capacity; and


 






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(d) as long as Bayer or its Affiliates owns any shares of Preferred Stock of the Company, the Company shall
invite a representative of Bayer to attend all meetings of its Board in a nonvoting observer capacity. The Company shall give any
such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same
time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence
and trust and to act in a fiduciary manner with respect to all information so provided; and provided, further, that the Company
reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access
to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and
its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a
competitor of the Company (provided that venture capital or other investment funds shall not be considered competitors of the Company).


 


4.5             
 Termination of Information and Observer Rights. The covenants set forth in Section 4.1, Section 4.3
and Section 4.4 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO,
or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange
Act, or (iii) upon the closing of a Deemed Liquidation Event, as such term is defined in
the Certificate of Incorporation, whichever event occurs first.


 


4.6             
Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or
use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company
by virtue of such Investor’s status as a stockholder (including notice of the Company’s intention to file a registration
statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result
of a breach of this Section 4.6 by such Investor), (b) is or has been independently developed or conceived by such Investor
without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a
third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however,
that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals
to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective
purchaser of any shares of capital stock from such Investor, if such prospective purchaser agrees to be bound by the provisions
of this Section 4.6; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary
of such Investor in the ordinary course of business or fundraising purposes, provided that such Investor informs such Person
that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may
otherwise be required by law, provided that such Investor promptly notifies the Company of such disclosure and takes reasonable
steps to minimize the extent of any such required disclosure.


 


4.7             
Insurance. The Company shall use its commercially reasonable efforts to obtain, within sixty (60) days of the date
hereof, from financially sound and reputable insurers Directors and Officers liability insurance in an amount of at least Two Million
Dollars ($2,000,000) and on terms and conditions satisfactory to the Board, including at least two (2) Preferred Directors, and
will use commercially reasonable efforts to cause such insurance policies to be maintained until such time as the Board determines
that such insurance should be discontinued.


 






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4.8             
Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by 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 nondisclosure and proprietary rights assignment agreement and (ii) each Key Employee to enter into
a one (1) year noncompetition and nonsolicitation agreement, substantially in the form approved by the Board, including at least
two (2) Preferred Directors. 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 employee, without
the consent of at least two (2) Preferred Directors.


 


4.9             
Employee Stock. Unless otherwise approved by the Board, including at least two (2) Preferred Directors, all future
employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s
capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing
for (i) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following
twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the
following thirty-six (36) months, without any vesting acceleration rights, and (ii) a market stand-off provision substantially
similar to that in Section 2.11 of this Agreement. In addition, unless otherwise approved by the Board, including at least
two (2) Preferred Directors, the Company shall retain a “right of first refusal” until the Company’s IPO on employee
transfers and shall have the right to repurchase unvested shares at cost upon termination of employment or service of a holder
of restricted stock.


 


4.10         
Reserved.


 


4.11         
Matters Requiring Preferred Director Approval. During such time or times as
the holders of Preferred Stock are entitled to elect
at least two (2) Preferred Directors and such seats are filled, the Company hereby covenants and agrees with each of the Investors
that it shall not, without approval of the Board of Directors, which approval must include at least two (2) Preferred Directors:


 


(a)               
amend, alter or repeal in any material respect the nature or purpose of the Company’s business as set forth in Section
4.16;


 


(b)              
approve any Budget, or modify or amend any existing Budget if such modification or amendment, taken together with any other
modifications or amendments for such Budget, would result in an increase to the previously-allocated aggregate budget amount for
such period by an amount greater than 20% of such Budget;


 


(c)               
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;


 


(d)              
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 of Directors;


 






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(e)               
 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;


 


(f)               
incur any aggregate indebtedness in excess of $1,000,000 that is not already included in the Budget, other than trade credit
incurred in the ordinary course of business;


 


(g)              
enter into any agreement or transaction with any executive officer, director or stockholder of the Company, or any of their
respective Affiliates, except for compensation arrangements with employees in the ordinary course of business;


 


(h)              
hire, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards
to the Chief Executive Officer or the Chief Financial Officer; or


 


(i)                
enter any agreement or commitment to do any of the foregoing.


 


4.12         
Board Matters. The Board shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall
reimburse the Preferred Directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s
travel policy) in connection with attending meetings of the Board.


 


4.13         
Expenses of Counsel. In the event of a transaction which is a Sale of the Company (as defined in the Voting Agreement
of even date herewith among the Investors and the Company), the reasonable fees and disbursements, not to exceed $50,000, of one
counsel for the Major Investors (“Investor Counsel”), in their capacities as stockholders, shall be borne and
paid by the Company. At the outset of considering a transaction which, if consummated would constitute a Sale of the Company, the
Company shall obtain the ability to share with the Investor Counsel (and such counsel’s clients) and shall share the confidential
information (including, without limitation, the initial and all subsequent drafts of memoranda of understanding, letters of intent
and other transaction documents and related noncompete, employment, consulting and other compensation agreements and plans) pertaining
to and memorializing any of the transactions which, individually or when aggregated with others would constitute the Sale of the
Company. The Company shall be obligated to share (and cause the Company’s counsel and investment bankers to share) such materials
when distributed to the Company’s executives and/or any one (1) or more of the other parties to such transaction(s). In the
event that Investor Counsel deems it appropriate, in its reasonable discretion, to enter into a joint defense agreement or other
arrangement to enhance the ability of the parties to protect their communications and other reviewed materials under the attorney
client privilege, the Company shall, and shall direct its counsel to, execute and deliver to Investor Counsel and its clients such
an agreement in form and substance reasonably acceptable to Investor Counsel. In the event that one (1) or more of the other party
or parties to such transactions require the clients of Investor Counsel to enter into a confidentiality agreement and/or joint
defense agreement in order to receive such information, then the Company shall share whatever information can be shared without
entry into such agreement and shall, at the same time, in good faith work expeditiously to enable Investor Counsel and its clients
to negotiate and enter into the appropriate agreement(s) without undue burden to the clients of Investor Counsel.


 






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4.14         
 Indemnification Matters. The Company hereby acknowledges that one (1) or more of the directors nominated to serve
on the Board by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement
of expenses and/or insurance provided by one (1) or more of the Investors and certain of their affiliates (collectively, the “Fund
Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations
to any such Fund Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification
for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to advance the
full amount of expenses incurred by such Fund Director and shall be liable for the full amount of all expenses, judgments, penalties,
fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally permitted and as required
by the Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Fund Director), without
regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes
and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other
recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf
of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Company shall
affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement
or payment to all of the rights of recovery of such Fund Director against the Company.


 


4.15         
Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Casdin, Bayer, Versant, FCDI,
MW XO Health Innovations Fund, LP (“MW”), The Biotech Growth Trust PLC and OrbiMed Genesis Master Fund, L.P.
(collectively, “OrbiMed”), TNY Holdings Limited (“H Investor”) RA Capital Management L.P.
(“RA Capital”), (together with each of their respective Affiliates) are professional investment funds, and as
such invest in numerous portfolio companies, some of which may be deemed competitive with the Company’s business (as currently
conducted or as currently proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law,
none of Casdin, Bayer, Versant, FCDI, MW, OrbiMed, H Investor nor RA Capital shall be liable to the Company for any claim arising
out of, or based upon, (i) the investment by Casdin or its Affiliates, Bayer or its Affiliates, Versant or its Affiliates, FCDI
or its Affiliates, MW or its Affiliates, OrbiMed or its Affiliates, H Investor or its Affiliates or RA Capital or its Affiliates,
as applicable, in any entity competitive with the Company, or (ii) actions taken by any partner, officer or other representative
of Casdin or its Affiliates, Bayer or its Affiliates, Versant or its Affiliates, FCDI or its Affiliates, MW or its Affiliates,
OrbiMed or its Affiliates, H Investor or its Affiliates or RA Capital or its Affiliates, as applicable, to assist any such competitive
company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and
whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x)
any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information,
or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.


 


4.16         
Business of the Company. The Investors and the Company agree that the business and purpose of the Company will be
the development and commercialization of cancer


 






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immunotherapy products based on human iPSC manufactured by FCDI or its Affiliates
(including TiPSC-derived T/NK cells).


 


4.17         
 Real Property Holding Corporation. Promptly following (and in any event within ten (10) days after receipt of) written
request by a non-U.S. Investor, the Company shall provide such Investor with a written statement informing such Investor whether
such Investor’s interest in the Company constitutes a United States real property interest. The Company’s determination
shall comply with the requirements of Treasury Regulation Section 1.897-2(h)(1) or any successor regulation, and the Company shall
provide timely notice to the Internal Revenue Service, in accordance with and to the extent required by Treasury Regulation Section
1.897-2(h)(2) or any successor regulation, that such statement has been made. The Company’s obligation to furnish such written
statement shall continue notwithstanding the fact that a class of the Company’s stock may be regularly traded on an established
securities market or the fact that there is no Preferred Stock then outstanding; provided that no written statement shall be provided
to an Investor who, within prior the 5-year period, holds five percent (5%) or less of any class of stock that is regularly traded
on an established securities market.


 


4.18         
No Use of Trademarks or Logos. Without the prior written consent of H Investor, neither the Company nor any of its
Affiliates shall use, publish, reproduce, or refer to H Investor, its related parties, controlling persons, or any similar name,
trademark or logo in any non-internal discussion, documents or materials, including without limitation for marketing, advertising
or publicity purposes.


 


4.19         
Termination of Covenants. The covenants set forth in this Section 4, except for Sections 4.2 and 4.14,
or as set forth in Section 4.5, shall terminate and be of no further force or effect (i) immediately before the consummation
an IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange
Act or (iii) upon the consummation of a Deemed Liquidation Event, but only after fulfillment of the obligations set forth under
Article Fourth, Part B, Section 2.3.2 of the Certificate of Incorporation in connection with such Deemed Liquidation Event, whichever
event occurs first.


 


5.                 
Tag-Along Rights.


 


5.1             
In the event one or more Investors (referred to as the “Concerned Party” for purposes of this Section
5) agrees to sell or transfer (a “Transfer”) any shares of Common Stock or Preferred Stock (collectively,
 “Securities”) to a third party (other than an Affiliate of such Investor) acting alone or in concert (referred
to as the “Acquiror” in this Section 5), in a single Transfer or a series of related Transfers, and as
a result of such Transfer, the Acquiror would hold, immediately or on a due date, more than fifty percent (50%) of the outstanding
Securities of the Company on an as-converted basis (“Control” for purposes of this Section 5) then the
other Investors (hereafter referred to as the “Non-Concerned Parties”) shall have a full tag-along right, pursuant
to which each of the Non-Concerned Parties may transfer to the Acquiror all of its Securities on the same terms and conditions
as offered by the Acquiror to the Concerned Party.


 


5.2             
Accordingly, prior to completing the Transfer of any or all of its Securities to an Acquiror and as a condition of entering
into any binding commitment in respect of such Transfer, the Concerned Party shall secure the Acquiror’s irrevocable undertaking
to purchase any


 






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such Securities of the Non-Concerned Parties that they may wish to sell, on the same terms and conditions as offered
by the Acquiror to the Concerned Party.


 


5.3             
 In the circumstances referred to in Section 5.1 above, the Concerned Party shall provide written notice to the Company,
which will then provide written notice to each of the Non-Concerned Parties (a “Proposed Transfer Notice”),
of the proposed Transfer by the Concerned Party of Securities to the Acquiror, the terms and conditions of such proposed Transfer,
and that the Non-Concerned Parties may exercise their full tag-along right provided for in this Section 5 with respect to
such proposed Transfer.


 


5.4             
Each Non-Concerned Party shall have a period of thirty (30) days from receipt of the Proposed Transfer Notice to exercise
their full tag-along right in accordance with the following terms and conditions:


 


(a)               
If a Non-Concerned Party wishes to exercise its full tag-along right, they shall notify the Concerned Party, prior to the
expiration of the thirty (30)-day period referred to above, of the number of Securities that they own and wish to transfer (the
 “Offered Securities”).


 


(b)              
In the event of exercise by any Non-Concerned Party of its full tag-along right, the terms and conditions of the proposed
Transfer of the Offered Securities, including the purchase price per Security payable by the Acquiror for the Offered Securities,
will be the same as offered by the Acquiror to the Concerned Party; the purchase price per Security so determined shall be based
upon the total purchase price payable by the Acquiror with respect to all Securities to be acquired by the Acquiror in such transactions,
which shall then be allocated among the Investors selling Securities to the Acquiror on a pro rata basis.


 


(c)               
In the event of exercise by any of the Non-Concerned Parties of its full tag-along right, the Transfer of the Offered Securities
shall take place within fifteen (15) days of the latter of (i) the expiration of the thirty (30)-day period provided for exercise
of the full tag-along right set forth in this Section 5 and (ii) the date of receipt of all approvals and termination of
all waiting periods, in each case, under applicable law in connection with such proposed Transfer. In order to ensure the purchase
by the Acquiror of the Offered Securities and payment thereof within said period, the Concerned Party shall only transfer ownership
of the Securities to the Acquiror and receive the price therefor if the Acquiror is simultaneously transferred ownership of, and
pays the transfer price of, the Offered Securities.


 


(d)              
In the event that no Non-Concerned Party shall exercise its full tag-along right, the Concerned Party may proceed with the
Transfer on the terms set forth in the Proposed Transfer Notice within thirty (30) days of the later of (i) the expiry of the full
tag-along right exercise period and (ii) the date of receipt of any required governmental approvals for the consummation of the
Transfer. Should the Concerned Party fail to complete such Transfer within such period, it shall be bound, prior to any Transfer
of its Shares, to comply with the provisions of this Section 5.


 


6.                 
 Miscellaneous.


 


6.1             
Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by
a Holder to a transferee of Registrable Securities that (i)


 






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is an Affiliate of a Holder; (ii) is a Holder’s Immediate Family
Member or trust for the benefit of an individual Holder or one (1) or more of such Holder’s Immediate Family Members; or
(iii) after such transfer, holds at least 500,000 shares of Registrable Securities (subject to appropriate adjustment for stock
splits, stock dividends, combinations, and other recapitalizations) or, if less, all of the Registrable Securities held by such
Holder; provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with
written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are
being transferred; and (y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to
the terms and conditions of this Agreement, including the provisions of Section 2.11. For the purposes of determining the
number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate or stockholder
of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder
or such Holder’s Immediate Family Member shall be aggregated together and with those of the transferring Holder; provided,
further that all transferees who would not qualify individually for assignment of rights shall have a single attorney-in-fact
for the purpose of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions
of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective
successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except
as expressly provided herein.


 


6.2             
Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the
state of Delaware, without regard to conflict of law principles that would result in the application of any law other than the
law of the State of Delaware.


 


6.3             
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic
mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000) or other transmission method
and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


6.4             
Titles and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be
considered in construing or interpreting this Agreement.


 


6.5             
Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall
be deemed effectively given upon the earlier of actual receipt or: (a) 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, and if not so confirmed,
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) business day after the business day of deposit with a nationally recognized overnight courier,
freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent
to the respective parties at their address or email address as set forth on the signature page or on Schedule A hereto or
to such email address, facsimile number or address as subsequently modified by written notice given in accordance with this Section
6.5. If notice is given to the Company, a copy (which


 






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copy shall not constitute notice) shall also be sent to Troutman Pepper
Hamilton Sanders LLP, 3000 Two Logan Square, Eighteenth and Arch Streets, Philadelphia, PA 19103-2799, Attn: Rachael M. Bushey,
rachael.bushey@troutman.com; and if notice is given to Versant or its Affiliates, a copy (which shall
not constitute notice) shall also be sent to Versant Venture Capital VI, L.P., One Sansome Street, Suite 3630, San Francisco, CA
94104, Attention: Robin L. Praeger.


 


6.6             
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement
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 a majority of the Registrable Securities, voting as a separate class and on an as-converted basis;
provided that, the Company may in its sole discretion waive compliance with Section 2.12(c) (and the Company’s
failure to object promptly in writing after notification of a proposed assignment allegedly in violation of Section 2.12(c)
shall be deemed to be a waiver); and provided, further that any provision hereof may be waived by any waiving party
on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing, (i) this Agreement may
not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written
consent of such Investor, unless such amendment, termination, or waiver applies to all Investors, in the same fashion (it being
agreed that a waiver of the provisions of Section 3 with respect to a particular transaction shall be deemed to apply to
all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless,
by agreement with the Company, purchase securities in such transaction), (ii) Section 4.4(d), Section 4.15, this
Section 6.6 and Section 6.13 may not be amended without the written consent of Bayer, (iii) Section 4.4(c),
Section 4.15, this Section 6.6 and Section 6.13 may not be amended without the written consent of Casdin,
(iv) Section 4.4(b), Section 4.15, this Section 6.6 and Section 6.13 may not be amended without the
written consent of FCDI, (v) Section 4.4(a), Section 4.15, this Section 6.6 and Section 6.13 may not
be amended without the written consent of Versant, and (vi) Section 4.15 may not be amended without the written consent
of each of MW, OrbiMed, H Investor and RA Capital, and (vii) this Agreement may not be amended to impose any additional restrictions
on the rights of an Investor to transfer or dispose of, directly or indirectly, any securities issued by the Company without the
written consent of Casdin, Bayer, FCDI and Versant. The Company shall give prompt notice of any amendment or termination hereof
or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver. Any amendment,
termination, or waiver effected in accordance with this Section 6.6 shall be binding on all parties hereto, regardless of
whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement,
in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition,
or provision.


 


6.7             
Severability. If any provision or provisions of this Agreement shall be held by a court of competent jurisdiction
to be invalid, void, illegal or otherwise unenforceable for any reason whatsoever the validity, legality and enforceability of
the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not
in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law.


 


6.8             
Aggregation of Stock. All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together
for the purpose of determining the availability of any


 






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rights under this Agreement and such Affiliated persons may apportion such
rights as among themselves in any manner they deem appropriate. Upon the effectiveness of this Agreement, the Prior Agreement shall
be deemed amended and restated and superseded and replaced in its entirety by this Agreement, and shall be of no further force
or effect.


 


6.9             
 Entire Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding
and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to
the subject matter hereof existing between the parties is expressly canceled.


 


6.10         
Dispute Resolution. WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF
OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT
AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING
NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH
OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND
REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES
ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.


 


6.11         
Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this
Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of
such nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default,
or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver
of any other breach or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise
afforded to any party, shall be cumulative and not alternative.


 


6.12         
Acknowledgment. The Company acknowledges that certain of the Investors are in the business of venture capital investing
and therefore review the business plans and related proprietary information of many enterprises, including enterprises which may
have products or services which compete directly or indirectly with those of the Company. Nothing in this Agreement will preclude
or restrict the Investors from investing or participating in any particular enterprise.


 


6.13         
Submission to Jurisdiction. Each of the parties irrevocably agrees that any legal action or proceeding arising out
of or relating to this Agreement brought by any party or its successors or assigns against the other party shall be brought and
determined in any New York state or federal court sitting in the Borough of Manhattan in The City of New York (or, if such court
lacks subject matter jurisdiction, in any appropriate New York state or federal court), and each of the parties hereby irrevocably
submits to the exclusive jurisdiction of the aforesaid courts


 






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for itself and with respect to its property, generally and unconditionally,
with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby.
Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above
in New York, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any
such court in New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute
sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties
hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise,
in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim
that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (b) that it
or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether
through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise)
and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit,
action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.


 


6.14         
Massachusetts Business Trust. A copy of the Agreement and Declaration of Trust of each Investor advised or sub-advised
by Fidelity Management & Research Company LLC (each, a “Fidelity Investor”) or any Affiliate thereof is on file
with the Secretary of State of the Commonwealth of Massachusetts and notice is hereby given that this Agreement is executed on
behalf of the trustees of such Fidelity Investor or any Affiliate thereof as trustees and not individually and that the obligations
of this Agreement are not binding on any of the trustees, officers or stockholders of such Fidelity Investor or any Affiliate thereof
individually but are binding only upon such Fidelity Investor or any Affiliate thereof and its assets and property.


 


[Signature Pages
to Follow]


 






    -28-


     


    

 


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


 


	 	COMPANY:
	 	 	 
	 	CENTURY THERAPEUTICS, INC.
	 	 	 
	 	By:	/s/ Osvaldo Flores, Ph.D.
	 	Name:	Osvaldo Flores, Ph.D.
	 	Title:	President and Chief Executive Officer




 


[Signature
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IN WITNESS WHEREOF, the parties have executed
this Investors’ Rights Agreement as of the date first written above.


 


	 	INVESTORS:
	 	 	 
	 	AVIDITY MASTER FUND LP
	 	 	 
	 	By:	 /s/ Michael Gregory
	 	Name:	Michael Gregory
	 	Title:	Director




 


[Signature
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IN WITNESS WHEREOF, the parties have executed
this Investors’ Rights Agreement as of the date first written above.


 


	 	INVESTORS:
	 	 	 
	 	AVIDITY CAPITAL FUND II LP
	 	 	 
	 	By: 	 /s/ Michael Gregory
	 	Name:	Michael Gregory
	 	Title:	Director




 


[Signature
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IN WITNESS WHEREOF, the parties have executed
this Investors’ Rights Agreement as of the date first written above.


 


	 	INVESTORS:
	 	 	 
	 	VERSANT VENTURE CAPITAL VI, L.P.
	 	By:	Versant Ventures VI GP, L.P.
	 	By:	Versant Ventures VI GP-GP, LLC
	 	 	Its: General Partner
	 	 	 
	 	 	 
	 	By:	/s/ Thomas Woiwode
	 	Name:	Thomas Woiwode
	 	Title:	Managing Director




 


[Signature
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IN WITNESS WHEREOF, the parties have executed
this Investors’ Rights Agreement as of the date first written above.


 





	 	INVESTORS:
	 	 	 
	 	VERSANT VENTURE II, L.P.
	 	By:	Versant Ventures II GP, L.P.
	 	By:	Versant Ventures II GP-GP, LLC
	 	 	Its: General Partner
	 	 	 
	 	 	 
	 	By:	/s/ Thomas Woiwode
	 	Name:	Thomas Woiwode
	 	Title:	Managing Director


 


[Signature
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IN WITNESS WHEREOF, the parties have executed
this Investors’ Rights Agreement as of the date first written above.


 


	 	INVESTORS:
	 	 	 
	 	RA CAPITAL HEALTHCARE FUND, L.P.
	 	 	 
	 	By: RA Capital Healthcare Fund GP, LLC
	 	Its: General Partner
	 	 	 
	 	By:	/s/ Rajeev Shah
	 	Name:	Rajeev Shah
	 	Title:	Manager
	 	 	 
	 	Address: 	RA Capital Management, L.P.
	 	 	200 Berkeley Street, 18th Floor
	 	 	Boston, MA 02116
	 	 	Attn:  General Counsel


 


[Signature
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IN WITNESS WHEREOF, the parties have executed
this Investors’ Rights Agreement as of the date first written above.


 


	 	INVESTORS:
	 	 	 
	 	RA CAPITAL NEXUS FUND II, L.P.
	 	 	 
	 	By: RA Capital Nexus Fund II GP, LLC
	 	Its: General Partner
	 	 	 
	 	By:	/s/ Rajeev Shah
	 	Name: 	Rajeev Shah
	 	Title: 	Manager
	 	 	 
	 	Address: 	RA Capital Management, L.P.
	 	 	200 Berkeley Street, 18th Floor
	 	 	Boston, MA 02116
	 	 	Attn:  General Counsel


 


[Signature
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IN WITNESS WHEREOF, the parties have executed
this Investors’ Rights Agreement as of the date first written above.


 


	 	INVESTORS:
	 	 
	 	ORBIMED GENESIS MASTER FUND, L.P.
	 	 
	 	By: OrbiMed Genesis GP LLC,
	 	its General Partner
	 	 
	 	By: OrbiMed Advisors LLC,
	 	its Managing Member
	 	 
	 	By:	/s/ Geoffrey Hsu
	 	Name:	Geoffrey Hsu
	 	Title:	Member




 


[Signature
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IN WITNESS WHEREOF, the parties have executed
this Investors’ Rights Agreement as of the date first written above.


 


	 	INVESTORS:
	 	 
	 	THE BIOTECH GROWTH TRUST PLC
	 	 
	 	By:	OrbiMed Capital LLC, solely in its
 Capacity as Portfolio Manager
	 	 
	 	By:	/s/ Geoffrey Hsu
	 	Name:	Geoffrey Hsu
	 	Title:	Member




 


[Signature
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IN WITNESS WHEREOF, the parties have executed
this Investors’ Rights Agreement as of the date first written above.


 


	 	INVESTORS:
	 	 
	 	OCTAGON INVESTMENTS MASTER FUND LP
	 	 
	 	By: Octagon Capital Advisors LP,
	 	its Investment Manager
	 	 
	 	By:	/s/ Ting Jia
	 	Name:	Ting Jia
	 	Title:	Managing Member




 


[Signature
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IN WITNESS WHEREOF, the parties have executed
this Investors’ Rights Agreement as of the date first written above.


 


	 	 
	 	INVESTORS:
	 	 
	 	OCTAGON PRIVATE OPPORTUNITIES FUND LP
	 	 
	 	By: Octagon Capital Advisors LP,
	 	its Investment Manager
	 	 
	 	By:	/s/ Ting Jia
	 	Name:	Ting Jia
	 	Title:	Managing Member




 


[Signature
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IN WITNESS WHEREOF, the parties have executed
this Investors’ Rights Agreement as of the date first written above.


 


	 	INVESTORS:
	 	 
	 	MW XO HEALTH INNOVATIONS FUND LP
	 	 
	 	By:	Marshall Wace North America, LP
	 	Its:	Investment Manager
	 	 
	 	By:	Marshall Wace LLC
	 	Its:	General Partner of the Investment Manager



 


	 	By:	/s/ Michael Sargent
	 	Name:	Michael Sargent
	 	Title:	Authorized Signatory
	 	 
	 	By:	/s/ Courtney Lewis
	 	Name:	Courtney Lewis
	 	Title:	Authorized Signatory




 


	 	Address: 	DMS Corporate Services Ltd
	 	 	PO Box 1344, Suite 5B20, 2nd Floor
	 	 	One Nexus Way, Camana Bay
	 	 	Grand Cayman KY1-1108,
	 	 	Cayman Islands


 


	 	With a copy (which shall not constitute notice) to:
	 	 
	 	Crowell & Moring LLP
	 	Attn: Lex Eley
	 	1001 Pennsylvania Ave. NW
	 	Washington, DC 20004




 


[Signature
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IN WITNESS WHEREOF, the parties have executed
this Investors’ Rights Agreement as of the date first written above.


 


	 	INVESTORS:
	 	 
	 	LOGOS OPPORTUNITIES FUND II, L.P.
	 	By: Logos Opportunities GP, LLC
	 	Its General Partner
	 	 
	 	By:	/s/ Graham Walmsley
	 	Name:	Graham Walmsley
	 	Title:	Managing Member




 


	 	Address: 	1 Letterman Drive
	 	 	Building D, Suite D3-700
	 	 	San Francisco, CA 94129
	 	 	 


 


	 	By:	/s/ Arsani William
	 	Name:	Arsani William
	 	Title:	Managing Partner




 


	 	Address: 	1 Letterman Drive
	 	 	Building D, Suite D3-700
	 	 	San Francisco, CA 94129


 


[Signature
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IN WITNESS WHEREOF, the parties have executed
this Investors’ Rights Agreement as of the date first written above.


 


	 	INVESTORS:
	 	 
	 	FIDELITY SELECT PORTFOLIOS:
	 	BIOTECHNOLOGY PORTFOLIO
	 	 
	 	By:	/s/ Chris Maher
	 	Name:	Chris Maher
	 	Title:	Authorized Signatory




 


[Signature
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IN WITNESS WHEREOF, the parties have executed
this Investors’ Rights Agreement as of the date first written above.


 


	 	INVESTORS:
	 	 
	 	FIDELITY ADVISOR SERIES VII: FIDELITY
	 	ADVISOR BIOTECHNOLOGY FUND
	 	 
	 	By:	/s/ Chris Maher
	 	Name:	Chris Maher
	 	Title:	Authorized Signatory




 


[Signature
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IN WITNESS WHEREOF, the parties have executed
this Investors’ Rights Agreement as of the date first written above.


 


	 	INVESTORS:
	 	 
	 	FIDELITY MT. VERNON STREET TRUST:

                                                                          FIDELITY GROWTH COMPANY K6 FUND

	 	 
	 	By:	/s/ Chris Maher
	 	Name:	Chris Maher
	 	Title:	Authorized Signatory




 


[Signature
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IN WITNESS WHEREOF, the parties have executed
this Investors’ Rights Agreement as of the date first written above.


	 	 
	 	INVESTORS:
	 	 
	 	QH OIL INVESTMENTS LLC
	 	 
	 	By:	/s/ Mohammed Al-Jalahma
	 	Name:	Mohammed Al-Jalahma
	 	Title:	Director and Chairman




 


[Signature
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IN WITNESS WHEREOF, the parties have executed
this Investors’ Rights Agreement as of the date first written above.


	 	 
	 	INVESTORS:
	 	 
	 	FEDERATED HERMES KAUFMANN FUND
	 	 
	 	By: Federated Global Investment Management Corp., as attorney-in-fact for Federated Hermes Kaufmann Fund, a portfolio of Federated Hermes Equity Funds
	 	 
	 	By:	/s/ Stephen Van Meter
	 	Name:	Stephen Van Meter
	 	Title:	Vice President and Chief Compliance Officer




 


[Signature
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IN WITNESS WHEREOF, the parties have executed
this Investors’ Rights Agreement as of the date first written above.


 


 


	 	INVESTORS:
	 	 
	 	FEDERATED HERMES KAUFMANN SMALL CAP FUND
	 	 
	 	By: Federated Global Investment Management Corp., as attorney-in-fact for Federated Hermes Kaufmann Small Cap Fund, a portfolio of Federated Hermes Equity Funds
	 	 
	 	By:	/s/ Stephen Van Meter
	 	Name:	Stephen Van Meter
	 	Title:	Vice President and Chief Compliance Officer




 


[Signature
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IN WITNESS WHEREOF, the parties have executed
this Investors’ Rights Agreement as of the date first written above.


 


	 	INVESTORS:
	 	 
	 	FEDERATED HERMES KAUFMANN FUND II
	 	 
	 	By: Federated Global Investment Management Corp., as attorney-in-fact for Federated Hermes Kaufmann Fund II, a portfolio of Federated Hermes Insurance Series
	 	 
	 	By:	/s/ Stephen Van Meter
	 	Name:	Stephen Van Meter
	 	Title:	Vice President and Chief Compliance Officer




 


[Signature
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IN WITNESS WHEREOF, the parties have executed
this Investors’ Rights Agreement as of the date first written above.


 


	 	INVESTORS:
	 	 
	 	CASDIN PARTNERS MASTER FUND, L.P.
	 	 
	 	By: Casdin Partners GP, LLC, its General Partner
	 	 
	 	 
	 	By:	/s/ Kevin O’Brien
	 	Name:	Kevin O’Brien
	 	Title:	General Counsel




 


[Signature
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IN WITNESS WHEREOF, the parties have executed
this Investors’ Rights Agreement as of the date first written above.


	 	 
	 	INVESTORS:
	 	 
	 	CASDIN PRIVATE GROWTH EQUITY FUND, L.P.
	 	 
	 	By: Casdin Private Growth Equity Fund GP, LLC,
	 	its General Partner
	 	 
	 	By:	/s/ Kevin O’Brien
	 	Name:	Kevin O’Brien
	 	Title:	General Counsel




 


[Signature
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IN WITNESS WHEREOF, the parties have executed
this Investors’ Rights Agreement as of the date first written above.


 


	 	INVESTORS:
	 	 
	 	BAYER HEALTHCARE LLC
	 	 
	 	 
	 	By:	/s/ Kelly Gast
	 	Name:	Kelly Gast
	 	Title:	President




 


[Signature
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IN WITNESS WHEREOF, the parties have executed
this Investors’ Rights Agreement as of the date first written above.


 


	 	INVESTORS:
	 	 
	 	TNY HOLDINGS LIMITED
	 	 
	 	By:
	 	Its:
	 	 
	 	 
	 	By:	/s/ Colm O’Connell
	 	Name:	Colm O’Connell
	 	Title:	Authorized Signatory




 


	 	Address:  	89 Nexus Way, Camana Bay
	 	 	P.O. Box 31106
	 	 	Grand Cayman KY1-1205
	 	 	Cayman Islands
	 	 	Emails: zczhang@hillhousecap.com
	 	 	/ myi@hillhousecap.com


 


	 	With a copy (which shall not constitute notice
	 	to):
	 	 
	 	C Suite 2202, 22nd Floor
	 	Two International Finance Centre
	 	8 Finance Street
	 	Central, Hong Kong
	 	Attention: Adam Hornung
	 	Email: legal@hillhousecapital.com




 


	 	With a copy (which shall not constitute notice
	 	to):
	 	 
	 	Goodwin Proctor (Hong Kong) LLP
	 	38th Floor, Edinburgh Tower
	 	The Landmark
	 	15 Queen’s Road Central, Hong Kong
	 	Attention: Yash Rana /Abhishek
	 	Krishnan
	 	Email: yrana@goodwinlaw.com 
 akrishnan@goodwinlaw.com




 


[Signature
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IN WITNESS WHEREOF, the parties have executed
this Investors’ Rights Agreement as of the date first written above.


	 	 
	 	INVESTORS:
	 	 
	 	FUJIFILM CELLULAR DYNAMICS INC.
	 	 
	 	 
	 	By:	/s/ Takeshi Yamamoto
	 	Name:	Takeshi Yamamoto
	 	Title:	President and Chief Executive Officer




 


[Signature
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SCHEDULE A


INVESTORS


Name and Address


	
        Versant Vantage II, L.P.

        One Sansome Street Suite 3630

        San Francisco, CA 94104

        Attention: Robin L. Praeger

	
        Versant Venture Capital VI, L.P.

        One Sansome Street Suite 3630

        San Francisco, CA 94104

        Attention: Robin L. Praeger

         

	
        Bayer HealthCare LLC

        100 Bayer Boulevard

        Whippany, NJ 07981

        Attention: Juergen Eckhardt; Pamela Sisson

        Email: Juergen Eckhardt@bayer.com;

        pamela.sisson@bayer.com

	
        FUJIFILM Cellular Dynamics Inc.

        525 Science Drive

        Madison, WI 53711

         

	
        Casdin Partners Master Fund, L.P.

        c/o Casdin Capital, LLC

        1350 Avenue of the Americas, 26th Floor

        New York, NY 10019

	
        Casdin Private Growth Equity Fund, L.P.

        c/o Casdin Capital, LLC

        1350 Avenue of the Americas, 26th Floor

        New York, NY 10019

	
        Fidelity Select Portfolios: Biotechnology Portfolio

        c/o Mag & Co.

        c/o Brown Brothers Harriman & Co.

        Attn: Corporate Actions /Vault

        140 Broadway

        New York, NY 10005

        BBH.Fidelity.CA.Notifications@BBH.com

	Fidelity
    Advisor Series VII: Fidelity Advisor Biotechnology Fund


 




    Schedule A-1


    	 



    

 


	
        

        c/o State Street Bank & Trust

        PO Box 5756

        Boston, Massachusetts 02206

        Attn: Bangle & Co fbo Fidelity Advisor Series VII: Fidelity
        Advisor Biotechnology Fund

        Email: SSBCORPACTIONS@StateStreet.com

        Fax number: 617-988-9110

	
        Fidelity Mt. Vernon Street Trust: Fidelity Growth Company K6
        Fund

        c/o BNY Mellon

        PO Box 392002

        Pittsburgh PA 15230

        fidelitycorporateevents@bnymellon.com

	
        Federated Hermes Kaufmann Fund

        4000 Ericsson Drive

        Warrendale, PA 15086-7561

        Attn: Christine Zorovich

	
        Federated Hermes Kaufmann Small Cap Fund

        4000 Ericsson Drive

        Warrendale, PA 15086-7561

        Attn: Christine Zorovich

	
        Federated Hermes Kaufmann Fund II

        4000 Ericsson Drive

        Warrendale, PA 15086-7561

        Attn: Christine Zorovich

	
        MW XO Health Innovations Fund, LP 

        c/o DMS Corporate Services Ltd

        PO Box 1344, Suite 5B20, 2nd Floor

        One Nexus Way, Camana Bay

        Grand Cayman KY1-1108, Cayman Islands

         

        With a copy (which shall not constitute notice) to:

        Crowell & Moring LLP

        Attn: Lex Eley

        1001 Pennsylvania Ave. NW

        Washington, DC 20004

        

	Logos Opportunities Fund II, L..

                                                                                Attn:
                                         Virginia Yee

                                                                                c/o Logos Capital

                                                                                1 Letterman Dr, Ste. D3-700



 




    Schedule A-2


    	 



    

 


 


	
        San Francisco, CA 94129

        virginia@logoscapital.com

	
        RA Capital Healthcare Fund, L.P.

        c/o RA Capital Management, L.P.

        200 Berkeley Street

        18th Floor

        Boston, MA 02116

        Attn: General Counsel

	
        RA Capital NEXUS Fund II, L.P.

        c/o RA Capital Management, L.P.

        200 Berkeley Street

        18th Floor

        Boston, MA 02116

        Attn: General Counsel

	
        TNY Holdings Limited

        89 Nexus Way, Camana Bay

        P.O. Box 31106

        Grand Cayman KY1-1205

        Cayman Islands

        Emails: zczhang@hillhousecap.com / myi@hillhousecap.com

         

        With a copy to (which shall not constitute notice to):

        Suite 2202, 22nd Floor,

        Two International Finance Centre

        8 Finance Street

        Central, Hong Kong

        Attention: Adam Hornung

        Email: legal@hillhousecapital.com

         

        With a copy to (which shall not constitute notice to):

        Goodwin Proctor (Hong Kong) LLP

        38th Floor, Edinburgh Tower

        The Landmark

        15 Queen’s Road Central, Hong Kong

        Attention: Yash Rana / Abhishek Krishnan

        Email: yrana@goodwinlaw.com / akrishnan@goodwinlaw.com

        




	The Biotech Growth Trust PLC 


Attention: General Counsel


601 Lexington Avenue, 54th Floor


New York, NY 10022


Phone: (212) 739-6400


 




 




    Schedule A-3


    	 



    

 


	
        Email: Legal@OrbiMed.com

	
        OrbiMed Genesis Master Fund, L.P. 

        Attention: General Counsel

        601 Lexington Avenue, 54th Floor

        New York, NY 10022

        Phone: (212) 739-6400

        Email: Legal@OrbiMed.com

         

	
        Avidity Master Fund LP

        2828 N. Harwood St.

        Suite 1220

        Dallas, TX 75201

	
        Avidity Capital Fund II LP

        2828 N. Harwood St.

        Suite 1220

        Dallas, TX 75201

	
        Octagon Investments Master Fund LP

        c/o Octagon Capital Advisors

        654 Madison Ave, 16th Floor

        New York, NY 10065

	
        Octagon Private Opportunities Fund LP

        c/o Octagon Capital Advisors

        654 Madison Ave, 16th Floor

        New York, NY 10065

	
        QH Oil Investments LLC

        Ooredoo Tower (Building 14),

        Al Dafna Street (Street 801),

        Al Dafna (Zone 61),

        Doha, Qatar



 






    Schedule A-4