EX-10.1





 Exhibit 10.1 

INVESTORS’ RIGHTS AGREEMENT 

THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 18th day of December, 2020, by and among Biomea
Fusion, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, each of the stockholders listed on
Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with
Section 6.9 hereof. 
 RECITALS 

WHEREAS, the Company and the Investors are parties to that certain Series A Preferred Stock Purchase Agreement of even date herewith
(the “Purchase Agreement”); and 
 WHEREAS, in order to induce the Company to enter into the Purchase Agreement and
to induce the Investors to invest funds in the Company pursuant to the Purchase Agreement, the Investors and the Company hereby agree that this Agreement shall govern the rights of the Investors to cause the Company to register shares of Common
Stock issuable or held by the Investors, and, with respect to the Investors only, to receive certain information from the Company, and to participate in future equity offerings by the Company, and shall govern certain other matters as set forth in
this Agreement; 
 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, other investment fund or registered investment
company now or hereafter existing that is controlled by one or more general partners, managing members or investment adviser of, or shares the same management company or investment adviser with, such Person. 

1.2 “Board of Directors” means the board of directors of the Company. 

1.3 “Certificate of Incorporation” means the Company’s Amended and Restated Certificate of Incorporation, as amended
and/or restated from time to time. 
 1.4 “Common Stock” means shares of the Company’s common stock, par value $0.0001
per share. 
 1.5 “Competitor” means a Person engaged, directly or indirectly (including through any partnership, limited
liability company, corporation, joint venture or similar arrangement (whether now existing or formed hereafter)), in business activity competitive with that of the Company, but shall not include any financial investment firm or collective investment
vehicle that, together with its Affiliates, holds less than 20% of the outstanding equity of any Competitor and does not, nor do any of its Affiliates, have a right to designate any members of the board of directors of any Competitor. 












 1.6 “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. 

1.7 “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. 
 1.8 “DPA” means Section 721 of the
Defense Production Act, as amended, including all implementing regulations thereof. 
 1.9 “DPA Triggering Rights” means (i)
“control” (as defined in the DPA); (ii) access to any “material non-public technical information” (as defined in the DPA) in the possession of the Company; (iii) membership or observer
rights on the Board of Directors or equivalent governing body of the Company or the right to nominate an individual to a position on the Board of Directors or equivalent governing body of the Company; (iv) any involvement, other than through
the voting of shares, in substantive decision-making of the Company regarding (x) the use, development, acquisition or release of any Company “critical technology” (as defined in the DPA); (y) the use, development, acquisition,
safekeeping, or release of “sensitive personal data” (as defined in the DPA) of U.S. citizens maintained or collected by the Company, or (z) the management, operation, manufacture, or supply of “covered investment critical
infrastructure” (as defined in the DPA). 
 1.10 “Exchange Act” means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder. 
 1.11 “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. 

  
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 1.12 “Foreign Person” means either (i) a Person or government that is
a “foreign person” within the meaning of the DPA or (ii) a Person through whose investment a “foreign person” within the meaning of the DPA would obtain any DPA Triggering Rights. 

1.13 “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. 
 1.14 “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 forward incorporation of
substantial information by reference to other documents filed by the Company with the SEC. 
 1.15 “GAAP” means generally
accepted accounting principles in the United States as in effect from time to time. 
 1.16 “Holder” means any holder of
Registrable Securities who is a party to this Agreement. 
 1.17 “Immediate Family Member” means a child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, 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. 

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

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

1.20 “Key Holder Registrable Securities” means (i) the shares of Common Stock held by the Key Holders, and (ii) 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 such shares. 

1.21 “Major Investor” means any Investor that, individually or together with such Investor’s Affiliates, holds at least
57,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend combination, or other recapitalization or reclassification effected after the date hereof). 

1.22 “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, provided, however, that Exempted
Securities (as defined in the Certificate of Incorporation) shall not be considered New Securities. 
 1.23 “Person” means
any individual, corporation, partnership, trust, limited liability company, association or other entity. 

  
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 1.24 “Preferred Stock” means shares of the Company’s Series A
Preferred Stock. 
 1.25 “Registrable Securities” means (i) the Common Stock issuable or issued upon conversion of
the Series A 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,
held by the Investors on the date hereof or acquired by the Investors after the date hereof; (iii) the Key Holder Registrable Securities, provided, however, that such Key Holder Registrable Securities shall not be deemed Registrable
Securities and the Key Holders shall not be deemed Holders for the purposes of Subsections 2.1 (and any other applicable Section or Subsection with respect to registrations under Subsection 2.1), 2.10, 3.1, 3.2, 4.1 and 6.6; 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) and (ii) 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 Subsection 6.1, and excluding for
purposes of Section 2 any shares for which registration rights have terminated pursuant to Subsection 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 be notated with the legend set forth in
Subsection 2.12(b) hereof. 
 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 borne and paid by the Company as provided in Subsection 2.6. 

1.33 “Series A Director” means any director of the Company that the holders of record of the Series A Preferred Stock are
entitled to elect, exclusively and as a separate class, 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. 
 2. Registration Rights. The Company
covenants and agrees as follows: 

  
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 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 Registrable Securities then outstanding that the Company
file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net
of Selling Expenses, would exceed $15 million), 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 Subsections 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 twenty percent (20%) 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 million, 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 Subsections 2.1(c) and 2.3. 

(c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Subsection
2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Board of Directors 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 period with respect to filing or effectiveness thereof shall be tolled
correspondingly, for a period of not more than sixty (60) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than twice 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 (90) day period other than an Excluded Registration. 

  
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 (d) The Company shall not be obligated to effect, or to take any action to effect, any
registration pursuant to Subsection 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 Subsection 2.1(a); or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Subsection 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 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 Subsection 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 Subsection 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 demand registration statement pursuant
to Subsection 2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.1(d); provided, that if such withdrawal is during a period the Company has
deferred taking action pursuant to Subsection 2.1(c), then the Initiating Holders may withdraw their request for registration and such registration will not be counted as “effected” for purposes of this Subsection 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 Subsection 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 Subsection 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 Subsection 2.6. 
 2.3 Underwriting Requirements. 

(a) If, pursuant to Subsection 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 Subsection 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the
Board of Directors 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 

  
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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 Subsection 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 Subsection 2.3, if
the managing underwriter advises 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 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 (including Key Holder Registrable 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. 

(b) In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Subsection 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, including Key Holder Registrable 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 Subsection 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 Subsection 2.1, a registration shall not be counted as
“effected” if, as a result of an exercise of the underwriter’s cutback provisions in Subsection 2.3(a), fewer than fifty percent (50%) of 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 Registrable Securities 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 sixty (60) additional 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; 

  
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 (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 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 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.

 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; and the reasonable fees and disbursements, not to exceed $50,000, of one counsel for the selling Holders (“Selling Holder 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 Subsection 2.1 if the registration request is
subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the 

  
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number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one
registration pursuant to Subsections 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 Subsections 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 Subsection 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 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 Subsection 2.8(b) shall not apply to


  
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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 Subsections 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 Subsection 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 Subsection 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 Subsection 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 Subsection 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 Subsection 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 Subsection 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 Subsection 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 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 

  
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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 Subsection 2.8(d), when combined with the amounts paid
or payable by such Holder pursuant to Subsection 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 Subsection 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 Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that
would (i) allow such holder or prospective holder 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) allow such holder or prospective holder to initiate a demand for registration of any securities held
by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection 6.9. 

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 before the effective date 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 Subsection 2.11 shall apply only to the IPO and not to the sale of shares
acquired in the IPO or in the open market following completion of the IPO. The foregoing provisions of this Subsection 2.11 shall also (A) not apply to (x) the transfer of any shares to Affiliates of the Holder, (y) the
sale of any shares to an underwriter pursuant to an underwriting agreement, or (z) 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, and provided further that any such transfer shall not involve a disposition for value, and (B) be applicable to the Holders only if all officers and directors and
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 Subsection 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 Subsection 2.11 or that are necessary to
give further effect thereto. Subject to customary exceptions to be mutually agreed upon with the underwriters, in the event that the Company or the managing underwriter waives or terminates any of the restrictions contained in this Subsection
2.11 or in a lock-up agreement with respect to the securities of any Holder, officer, director or greater than 1% stockholder of the Company (in any such case, the “Released Securities”),
the restrictions contained in this Subsection 2.11 and in any lock-up agreements executed by the Investors shall be waived or terminated, as applicable, to the same extent and with respect to the same
percentage of securities of each Investor 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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 2.13 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 the 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. 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 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 Subsection 2.12(c)) be notated with 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. 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 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 Subsection 2.12. 

(c) The holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of this
Section 2. 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, 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 

  
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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 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 transaction in compliance with SEC Rule 144 following the IPO, each transferee agrees in writing to be subject to the terms of this Subsection 2.12. Each certificate, instrument, or book entry representing the Restricted Securities
transferred as above provided shall be notated with, 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 Subsection 2.12(b), except that
such certificate instrument, or book entry shall not be notated with 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. 
 2.14 Termination of Registration Rights. The right of any Holder to request registration or inclusion of
Registrable Securities in any registration pursuant to Subsections 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; 

(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 commencing from such time without registration; or 

(c) the fifth anniversary of the IPO. 
 3.
Information. 
 3.1 Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that
the Board of Directors has not reasonably determined that such Major Investor is a Competitor of the Company: 
 (a) as soon as practicable,
but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a
statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants selected by the Company; 

(b) as soon as practicable, but in any event within forty-five (45) days after the end of each
fiscal quarter of each fiscal year of the Company, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared
in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with
GAAP); 

  
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 (c) as soon as practicable, but in any event within forty-five (45) days after the end
of each of the four (4) quarters 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 (including, in the case of convertible debt securities, the face amount, issue date, maturity date, interest rate, conversion discount and valuation cap to the extent applicable), 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 Investor to calculate its percentage equity ownership in the Company; 
 (d) as
soon as practicable, but in any event thirty (30) days before the first day of each fiscal year, a budget and business plan for such fiscal year (collectively, the “Budget”), approved by the Board of Directors and 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; provided, however that for the Budget for fiscal year
2020, the Company shall be permitted to deliver the Budget at any time prior to 30 days after the first day of the fiscal year; and 
 (e)
such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be
obligated under this Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or similarly confidential information (unless covered by an enforceable confidentiality agreement,
in a form acceptable to the Company); or (ii) the disclosure of which could adversely affect the attorney-client privilege between the Company and its counsel. 

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. 

Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this
Subsection 3.1 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 Subsection 3.1 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. 
 3.2 Inspection. The Company shall permit each Major
Investor (provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor 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 Subsection 3.2 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 could adversely affect the attorney-client privilege between the Company and its counsel. 

  
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 3.3 Termination of Information and Inspection Rights. The covenants set forth in
Subsection 3.1 and Subsection 3.2 shall terminate and be of no further force or effect (i) immediately before the consummation of the 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 closing of a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first; provided, however, that in the
event the covenants set forth in Subsection 3.1 terminate upon a Deemed Liquidation Event, if the consideration received by the Investors in such Deemed Liquidation Event is not solely in the form of cash and/or publicly traded securities,
the Company will use commercially reasonable efforts to ensure that the Major Investors receive financial information from the acquiring company or other successor to the Company comparable to those set forth in Subsection 3.1. 

3.4 Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any
purpose (other than to internally monitor or make decisions regarding its investment in the Company on a need to know basis) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the
Company’s intention to file a registration statement and the fact and terms of any other Investor’s investment in the Company, whether obtained from the Company or otherwise), 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 Subsection 3.4 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 such 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 reasonably necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any
prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member,
stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, 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, regulation, rule, court order or subpoena, provided that such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any
such required disclosure. 
 3.5 Limitation on Foreign Person Investors. Notwithstanding the covenants set forth in Subsection 3.1 and
Subsection 3.2, the Company shall not provide any Investor that is a Foreign Person access to any “material non-public technical information” within the meaning of the DPA 

  
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 4. Rights to Future Stock Issuances. 

4.1 Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 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 and (ii) its Affiliates; provided that each such Affiliate (x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of
Directors and (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other
parties named therein, as an “Investor” under each such agreement (provided that any Competitor shall not be entitled to any rights as a Major Investor under Subsections 3.1, 3.2 and 4.1 hereof). 

(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 then
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 any other Derivative Securities then outstanding). The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of ninety (90) days of
the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). 
 (c) If all
New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in
Subsection 4.1(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 Subsection 4.1. 

(d) The right of first offer in this Subsection 4.1 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 Series A Preferred Stock to Additional Purchasers pursuant to Subsection 1.3 of the Purchase Agreement. 

4.2 Termination. The covenants set forth in Subsection 4.1 shall terminate and be of no further force or effect
(i) immediately before the consummation of the 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 closing of a Deemed
Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first. 

  
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 5. Additional Covenants. 

5.1 Insurance. The Company shall use commercially reasonable efforts to obtain, within ninety (90) days of the date hereof, from
financially sound and reputable insurers Directors and Officers liability insurance in an amount and on terms and conditions satisfactory to the Board of Directors, including the First Series A Director (as defined in section 1.2(a) of the Voting
Agreement), if then serving, , and will use commercially reasonable efforts to cause such insurance policy to be maintained until such time as the Board of Directors (including the First Series A Director, if then serving) determines that such
insurance should be discontinued. The policy shall not be cancelable by the Company without prior approval by the Board of Directors, including the First Series A Director, if then serving. 

5.2 Employee Agreements. The Company will cause 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 substantially in the form approved by the
Board of Directors. 
 5.3 Employee Stock. Unless otherwise approved by the Board of Directors, including the First Series A Director,
if then serving, all employees 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 and (ii) a market stand-off provision substantially similar to that in Subsection 2.11. Unless otherwise
approved by the Board of Directors, including the First Series A Director, if then serving, all 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 on a straight-line monthly basis while services are being provided and (ii) a market stand-off provision substantially similar to that in Subsection 2.11. Without the prior approval by the Board of Directors, including the First Series A Director, if then serving, the Company shall not amend,
modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection
5.3. 
 5.4 Matters Requiring First Series A Director Approval. During such time or times as the holders of
Preferred Stock are entitled to elect the First Series A Director and such seat is 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 the
First Series A Director, if then serving: 
 (a) hire or terminate or determine or change the compensation of any executive officer,
including approving any option grants or stock awards to any such executive officer; 

  
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 (b) sell, assign, license, pledge, transfer, or encumber technology or intellectual
property, other than non-exclusive licenses granted in the ordinary course of business; 
 (c) enter
into or be a party to any transaction with any director, officer or employee of the Company or any “associate” (as defined in Rule 12b-2 under the Exchange Act) of any such person, except for
(i) transactions contemplated by (x) this Agreement (y) the Purchase Agreement, or (z) any employment agreements, option agreements or common stock purchase agreements with any directors, officers or employees of the Company in
effect on the date hereof; (ii) transactions approved by the Board of Directors resulting in payments to or by the Company in an aggregate amount less than $30,000 per year; and (iii) transactions made in the ordinary course of business
and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the Board of Directors, which approval must include the First Series A Director, if then serving; 

(d) materially amend any form of or any stock option grant or similar equity agreement previously approved by the Board of Directors or create
or approve any new form of stock option grant or similar equity agreement; or 
 (e) approve or modify the Company’s annual and
quarterly budgets and any material expenditures not specifically set forth in the budget or any expenditures materially exceeding the amounts allocated to such expenditure (or in excess of the applicable line item when taking into account other
applicable expenditures) in the then-current budget. 
 5.5 Board Matters. Unless otherwise determined by the vote of a majority of
the directors then in office, which majority must include the First Series A Director, if then serving, the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the nonemployee
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
of Directors. The Company shall cause to be established, no later than the earlier of (i) within 30 days of the nomination and election to the Board of Directors of the Independent Director (as defined in section 1.2(g) of the Voting Agreement)
or (ii) three (3) months after the date of the first issuance of shares of Series A Preferred Stock, and will maintain, an audit and compensation committee, each of which shall consist solely of
non-management directors. Each Series A Director shall be entitled in such person’s discretion to be a member of all committees of the Board of Directors. Further, in addition to any other approvals
required, the following actions shall require the consent of the Board of Directors: (i) amendment of any form of or any stock option grant or similar equity agreement or approval of any equity grant or restricted stock purchase and
(ii) approval of any expenditures exceeding the amounts allocated to such expenditure by 10% or more or exceeding the applicable line item by 10% or more when taking into account other applicable expenditures in such line item in the
then-current Board-approved budget. 
 5.6 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 of Directors 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. 

  
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 5.7 Indemnification Matters. The Company hereby acknowledges that one (1) or
more of the directors nominated to serve on the Board of Directors by the Investors (each an “Investor Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the
Investors and certain of their Affiliates (collectively, the “Investor Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Investor Director are
primary and any obligation of the Investor Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Investor Director are secondary), (b) that it shall be required to advance the full amount
of expenses incurred by such Investor 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 Investor Director to the extent legally permitted and as
required by the Company’s Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Investor Director), without regard to any rights such Investor Director may have against the Investor Indemnitors,
and, (c) that it irrevocably waives, relinquishes and releases the Investor Indemnitors from any and all claims against the Investor 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 Investor Indemnitors on behalf of any such Investor Director with respect to any claim for which such Investor Director has sought indemnification from the Company shall affect the
foregoing and the Investor 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 Investor Director against the Company. The Investor Directors and
the Investor Indemnitors are intended third-party beneficiaries of this Subsection 5.6 and shall have the right, power and authority to enforce the provisions of this Subsection 5.6 as though
they were a party to this Agreement. 
 5.8 Right to Conduct Activities. The Company hereby agrees and acknowledges that certain of
the Investors are professional investment organizations (such an Investor, together its Affiliates, a “Fund Investor”), and as such reviews the business plans and related proprietary information of many enterprises, some of which
may compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). Nothing in this Agreement shall preclude or in any way restrict the Fund Investors from evaluating or
purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company; and
the Company hereby agrees that, to the extent permitted under applicable law, no such Fund Investor shall be liable to the Company for any claim arising out of, or based upon, (i) the investment by such Fund Investor in any entity competitive
with the Company, or (ii) actions taken by any partner, officer, employee or other representative of such Fund Investor 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 obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. 

  
 21 













 5.9 Tax Reporting. The Company will comply with any obligation imposed on the Company
to make any filing (including any filing on Internal Revenue Service Form 5471) as a result of any interest that the Company holds in a non-U.S. person or any activities that the Company conducts outside of
the U.S. and shall include in such filing any information necessary to obviate (to the extent possible) any similar obligation to which any shareholder would otherwise be subject with respect to such interest or such activity. The Company shall
promptly provide each Investor with a copy of any such filing. 
 5.10 Real Property Holding Corporation. Promptly following (and in
any event within thirty (30) days after receipt of) written request by an 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. 
 5.11 CFIUS and Foreign Person Limitations. 

(a) Unless otherwise approved by the Board of Directors, the Company will not provide to any Foreign Person any DPA Triggering Rights. No
Investor who is a Foreign Person shall be permitted to obtain any DPA Triggering Rights or a voting equity interest in the Company that exceeds nine and nine-tenths percent (9.9%) of the Company’s total voting securities pursuant to the
Purchase Agreement, Section 4 of this Agreement, or otherwise, including by way of any secondary transaction(s), without the approval of the Board of Directors. 

(b) Each Investor covenants that it will notify the Company in advance of permitting any Foreign Person affiliated with Investor, whether
affiliated as a limited partner or otherwise, to obtain through Investor any DPA Triggering Rights. 
 5.12 Anti-Harassment Policy. The Company shall, within sixty (60) days following the Closing (as defined in the Purchase Agreement), adopt and thereafter maintain in effect (i) a Code of Conduct governing
appropriate workplace behavior and (ii) an Anti-Harassment and Discrimination Policy prohibiting discrimination and harassment at the Company. Such policy shall be reviewed and approved by the Board of Directors. 

5.13 FCPA. The Company covenants that it shall not (and shall not permit any of its subsidiaries or Affiliates or any of its or their
respective directors, officers, managers, employees, independent contractors, representatives or agents to) promise, authorize or make any payment to, or otherwise contribute any item of value to, directly or indirectly, to any third party,
including any Non-U.S. Official (as such term is defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)), in each case, in violation of the FCPA, the U.K. Bribery
Act, or any other applicable anti-bribery or anti-corruption law. The Company shall promptly notify each Investor if the Company becomes aware of any Enforcement Action (as defined in the Purchase Agreement). 

  
 22 













 5.14 Termination of Covenants. The covenants set forth in this
Section 5, except for Subsections 5.5, 5.6, 5.7 and 5.10, shall terminate and be of no further force or effect (i) immediately before the consummation of the 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 a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs
first. 
 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) 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 or more of such Holder’s Immediate Family Members; or (iii) after such transfer, holds at least ten thousand (10,000) 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 Subsection 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, as a condition
to the applicable transfer, establish 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 the internal law of the State of California, without regard to conflict of law
principles that would result in the application of any law other than the law of the State of California. 
 6.3 Counterparts. This
Agreement may be executed in two (2) 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 electronic mail (including pdf or
any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) 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. 

  
 23 













 6.5 Notices. 

(a) 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, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the
recipient’s 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 as set forth on Schedule A or Schedule
B hereto, or to such email address 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 shall also be sent to Latham &
Watkins LLP, 140 Scott Drive, Menlo Park, CA 94025, Attention: Miles Jennings, miles.jennings@lw.com. 
 (b) Consent to Electronic
Notice. Each Investor and Key Holder consents to the delivery of any stockholder notice pursuant to the Delaware General Corporation Law (the “DGCL”), as amended or superseded from time to time, by electronic transmission
pursuant to Section 232 of the DGCL (or any successor thereto) at the electronic mail address set forth below such Investor’s or Key Holder’s name on the Schedules hereto, as updated from time to time by notice to the Company, or as
on the books of the Company. To the extent that any notice given by means of electronic transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected electronic mail
address has been provided, and such attempted Electronic Notice shall be ineffective and deemed to not have been given. Each Investor and Key Holder agrees to promptly notify the Company of any change in its electronic mail address, and that failure
to do so shall not affect the foregoing. 
 6.6 Amendments and Waivers. Any term of this Agreement may be amended, modified or
terminated 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 two-thirds of the Registrable Securities then outstanding; provided that the Company may in its sole discretion waive compliance with Subsection 2.12(c) (and the Company’s failure to object
promptly in writing after notification of a proposed assignment allegedly in violation of Subsection 2.12(c) shall be deemed to be a waiver); 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; and provided further that, notwithstanding the foregoing, the rights of the Major Investors hereunder may be waived by the written consent of holders of a majority of the Registrable
Securities then held by all Major Investors. Notwithstanding the foregoing, (a) this Agreement may not be amended, modified 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, modification, termination, or waiver applies to all Investors in the same fashion (it being agreed that, subject to the provision below, a waiver of the provisions of
Section 4 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) and (b) Subsections 3.1 and 3.2, Section 4 and any other section of this Agreement applicable to the Major Investors 

  
 24 













 (including this clause (b) of this Subsection 6.6) may not be amended, modified, terminated or
waived without the written consent of the holders of a majority of the Registrable Securities then outstanding and held by the Major Investors; provided, that if any waiving Major Investor and/or its Affiliates purchases New Securities in such
transaction, all non-waiving Major Investors shall be presented with the opportunity to purchase up to the same percentage (not to exceed 100%) of its pro rata share of New Securities issued in such
transaction as was purchased by the waiving Major Investor purchasing the largest percentage of its pro rata share of New Securities in such transaction. Further, this Agreement may not be amended, modified or terminated, and no provision hereof may
be waived, in each case, in any way which would adversely affect the rights of the Key Holders hereunder in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the Investors
hereunder, without also the written consent of the holders of a majority of the Registrable Securities held by the Key Holders who are then providing services to the Company. Notwithstanding the foregoing, Schedule A hereto may be amended by
the Company from time to time to add transferees of any Registrable Securities in compliance with the terms of this Agreement without the consent of the other parties; and Schedule A hereto may also be amended by the Company after the date of
this Agreement without the consent of the other parties to add information regarding any additional Investor who becomes a party to this Agreement in accordance with Subsection 6.9. The Company shall give prompt notice of any amendment,
modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination, or waiver. Any amendment, modification, termination, or waiver effected in accordance with this
Subsection 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. In case
any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and
such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum 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 rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate. 

6.9 Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the
Company’s Series A Preferred Stock after the date hereof, whether pursuant to the Purchase Agreement or otherwise, any purchaser of such shares of Series A Preferred Stock may become a party to this Agreement by executing and delivering an
additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional
Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder. 

  
 25 













 6.10 Entire Agreement. This Agreement (including any Schedules and Exhibits hereto),
the Restated Certificate, the Purchase Agreement and the other Transaction Agreements (as defined in the Purchase Agreement) constitute 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. 
 6.11
Dispute Resolution. Any unresolved controversy or claim arising out of or relating to this Agreement, except as (i) otherwise provided in this Agreement, or (ii) any such controversies or claims arising out of either party’s
intellectual property rights for which a provisional remedy or equitable relief is sought, shall be submitted to arbitration by one arbitrator mutually agreed upon by the parties, and if no agreement can be reached within thirty (30) days after
names of potential arbitrators have been proposed by the American Arbitration Association (the “AAA”), then by one arbitrator having reasonable experience in corporate finance transactions of the type provided for in this Agreement
and who is chosen by the AAA. The arbitration shall take place in San Francisco, CA, in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having
jurisdiction thereof. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated,
(b) depositions of all party witnesses and (c) such other depositions as may be allowed by the arbitrators upon a showing of good cause. Depositions shall be conducted in accordance with the California Rules of Civil Procedure, the
arbitrator shall be required to provide in writing to the parties the basis for the award or order of such arbitrator, and a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. 

6.12 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. 
 [Remainder of Page Intentionally Left Blank] 

  
 26 













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

			
	COMPANY:
	
	BIOMEA FUSION, INC.
		
	By:	 	 /s/ Thomas Butler

	Name:	 	Thomas Butler
	Title:	 	Chief Executive Officer



  

SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT














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

			
	INVESTORS:
	
	CORMORANT PRIVATE HEALTHCARE FUND III, LP
	By: Cormorant Private Healthcare GP III, LLC
		
	By:	 	 /s/ Bihua Chen

	Name:	 	Bihua Chen
	Title:	 	Managing Member
	
	CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP
	By: Cormorant Global Healthcare GP, LLC
		
	By:	 	 /s/ Bihua Chen

	Name:	 	Bihua Chen
	Title:	 	Managing Member
	
	CRMA SPV, L.P.
	By: Cormorant Asset Management, LP
		
	By:	 	 /s/ Bihua Chen

	Name:	 	Bihua Chen
	Title:	 	Attorney-in-fact



  

SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT














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

			
	INVESTORS:
	
	BOXER CAPITAL, LLC
		
	By:	 	 /s/ Aaron Davis

	Name:	 	Aaron Davis
	Title:	 	Chief Executive Officer
	
	MVA INVESTORS, LLC
		
	By:	 	 /s/ Aaron Davis

	Name:	 	Aaron Davis
	Title:	 	Chief Executive Officer



  

SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT














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

			
	INVESTORS:
	
	JANUS HENDERSON CAPITAL FUNDS PLC ON BEHALF OF ITS SERIES JANUS HENDERSON GLOBAL LIFE SCIENCES FUND
	By: Janus Capital Management LLC, its investment advisor
		
	By:	 	 /s/ Andrew Acker

	Name:	 	Andrew Acker
	Title:	 	Authorized Signatory
	
	JANUS HENDERSON HORIZON FUND-BIOTECHNOLOGY FUND
	By: Janus Capital Management LLC, its investment advisor
		
	By:	 	 /s/ Andrew Acker

	Name:	 	Andrew Acker
	Title:	 	Authorized Signatory
	
	JANUS HENDERSON BIOTECH INNOVATION MASTER FUND LIMITED
	By: Janus Capital Management LLC, its investment advisor
		
	By:	 	 /s/ Andrew Acker

	Name:	 	Andrew Acker
	Title:	 	Authorized Signatory



  

SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT














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

			
	INVESTORS:
	
	ROCK SPRINGS CAPITAL MASTER FUND LP
	By: Rock Springs General Partner LLC, its General Partner
		
	By:	 	 /s/ Kris Jenner

	Name:	 	Kris Jenner
	Title:	 	Member
	
	FOUR PINES MASTER FUND LP
	By: Four Pines General Partner LLC, its General Partner
		
	By:	 	 /s/ Kris Jenner

	Name:	 	Kris Jenner
	Title:	 	Member



  

SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT














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

			
	INVESTORS:
	
	RTW MASTER FUND, LTD.
		
	By:	 	 /s/ Roderick Wong, M.D.

	Name:	 	Roderick Wong, M.D.
	Title:	 	Director
	
	RTW INNOVATION MASTER FUND, LTD.
		
	By:	 	 /s/ Roderick Wong, M.D.

	Name:	 	Roderick Wong, M.D.
	Title:	 	Director
	
	RTW VENTURE FUND LIMITED
	
	By: RTW Investments, LP, its Investment Manager
		
	By:	 	 /s/ Roderick Wong, M.D.

	Name:	 	Roderick Wong, M.D.
	Title:	 	Managing Partner



  

SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT














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

			
	INVESTORS:
	
	AISLING CAPITAL V, LP
		
	By:	 	Aisling Capital Partners V, LP
		 	its General Partner
		
	By:	 	Aisling Capital Partners V LLC
		 	its General Partner
		
	By:	 	 /s/ Robert Wenzel

	Name:	 	Robert Wenzel
	Title:	 	CFO



  

SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT














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

			
	INVESTORS:
	
	POINT SUR INVESTORS LLC
		
	By:	 	 /s/ R. Erdtmann

	Name:	 	R. Erdtmann
	Title:	 	Managing Member



  

SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT














 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
		
	By:	 	 /s/ Arsani William

	Name:	 	Arsani William
	Title:	 	Managing Partner



  

SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT














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

			
	INVESTOR AND KEY HOLDER:
	
	CLIFTON CAPITAL LP
		
	By:	 	 /s/ Tracy A. Lange

	Name:	 	Tracy A. Lange
	Title:	 	Authorized Signatory



  

SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT














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

			
	KEY HOLDERS:
	
	A2A PHARMACEUTICALS, INC.
		
	By:	 	 /s/ Edward Painter

	Name:	 	Edward Painter
	Title:	 	Chairman & COO



  

SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT














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

			
	KEY HOLDERS:
	
	BIOMEA HEALTH LLC
		
	By:	 	 /s/ Ramses Erdtmann

	Name:	 	Ramses Erdtmann
	Title:	 	Managing Member



  

SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT














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

			
	KEY HOLDERS:
	
	SOUTH OCEAN CAPITAL LTD.
		
	By:	 	 /s/ Tracy A. Lange

	Name:	 	Tracy A. Lange
	Title:	 	Authorized Signatory



  

SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT














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

			
	KEY HOLDERS:
	
	PHORE HOLDINGS LTD.
		
	By:	 	 /s/ Tracy A. Lange

	Name:	 	Tracy A. Lange
	Title:	 	Authorized Signatory



  

SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT














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

			
	KEY HOLDERS:
	
	THOMAS BUTLER
		
	By:	 	 /s/ Thomas Butler




  

SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT














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

			
	KEY HOLDERS:
	
	BIOCYTE HOLDINGS, LLC
		
	By:	 	 /s/ Giles Carmichael

	Name:	 	Giles Carmichael
	Title:	 	Manager
	
	BIOCYTE HOLDINGS II, LLC
		
	By:	 	 /s/ Abdulla Al-Ali

	Name:	 	Abdulla Al-Ali
	Title:	 	
	
	BIOCYTE HOLDINGS III, LLC
		
	By:	 	 /s/ Giles Carmichael

	Name:	 	Giles Carmichael
	Title:	 	Manager


  

  

SIGNATURE PAGE TO INVESTORS’ RIGHTS AGREEMENT














 SCHEDULE A 

INVESTORS 
 Cormorant Private
Healthcare Fund III, LP 
 Cormorant Asset Management LP 

200 Clarendon Street 52nd Floor 

Boston, MA 02116 
 857 702 0386 direct 

617 507 5905 fax 
 Attn: Neb Obradovic 

Email: neb@cormorant-asset.com 
 Cormorant Global
Healthcare Master Fund, LP 
 Cormorant Asset Management LP 

200 Clarendon Street 52nd Floor 

Boston, MA 02116 
 857 702 0386 direct 

617 507 5905 fax 
 Attn: Neb Obradovic 

neb@cormorant-asset.com 
 CRMA SPV, L.P. 

Cormorant Asset Management LP 
 200 Clarendon Street 52nd Floor 
 Boston, MA 02116 

857 702 0386 direct 
 617 507 5905 fax 

Attn: Neb Obradovic 
 neb@cormorant-asset.com 

Boxer Capital, LLC 
 12860 El Camino Real, Suite 300 

San Diego, CA 92130 
 MVA Investors, LLC 

12860 El Camino Real, Suite 300 
 San Diego, CA 92130 












 INVESTORS 

Janus Henderson Capital Funds Plc - Janus Henderson Global 

Life Sciences Fund 
 151 Detroit Street 

Denver, CO 80206 
 Attn: Andy Acker 

Attn: Angela Morton 
 Email: andy.acker@janushenderson.com

 amorton@janushenderson.com 
 Janus Henderson
Horizon Fund-Biotechnology Fund 
 151 Detroit Street 

Denver, CO 80206 
 Attn: Andy Acker 

Attn: Angela Morton 
 Email: andy.acker@janushenderson.com

 amorton@janushenderson.com 
 Janus Henderson
Biotech Innovation Master Fund Limited 
 151 Detroit Street 

Denver, CO 80206 
 Attn: Andy Acker 

Attn: Angela Morton 
 Email: andy.acker@janushenderson.com

 amorton@janushenderson.com 
 Rock Springs Capital
Master Fund LP 
 Rock Springs Capital Management LP 
 Attn:
General Counsel 
 650 S Exeter Street Suite 1070 
 Baltimore,
MD 21202 
 Email: daphne@rockspringscapital.com 

jill@rockspringscapital.com; 

ops@rockspringscapital.com 
 Telephone: 410-220-0142 












 INVESTORS 

Four Pines Master Fund LP 
 Rock Springs Capital
Management LP 
 Attn: General Counsel 
 650 S Exeter Street
Suite 1070 
 Baltimore, MD 21202 
 Email:
daphne@rockspringscapital.com 
 jill@rockspringscapital.com; 

ops@rockspringscapital.com 
 Telephone: 410-220-0142 
 RTW Master Fund, Ltd. 

40 10th Avenue, Floor 7 
 New York, NY 10014 

Attention: Legal Department 
 Email: legal@rtwfunds.com

 RTW Innovation Master Fund, Ltd. 
 40 10th Avenue,
Floor 7 
 New York, NY 10014 
 Attention: Legal Department 

Email: legal@rtwfunds.com 
 RTW Venture Fund Limited

 40 10th Avenue, Floor 7 
 New York, NY 10014 

Attention: Legal Department 
 Email: legal@rtwfunds.com

 Aisling Capital V, LP 
 888 Seventh Avenue, 12th
Floor 
 New York, NY 10106 
 Attention: Chief Financial Officer

 Point Sur Investors LLC 
 926 Emerson Street 

Palo Alto, CA 94301 
 Email: re@pointsurinvestors.com 

Logos Opportunities Fund II, L.P. 
 1 Letterman Drive,
Building D, Suite D3-700 
 San Francisco, CA 94129 

Email: graham@logoscapital.com 












 INVESTORS 

Clifton Capital LP 
 Thistle House 

4Burnaby Street 
 Hamilton HM11 

Bermuda 












 SCHEDULE B 

Key Holders 
 Tom Butler 

Biomea Health LLC 
 A2A Pharmaceuticals Inc. 

Clifton Capital LP 
 Biocyte Holdings, LLC 

Biocyte Holdings II, LLC 
 Biocyte Holdings III, LLC 

South Ocean Capital Ltd. 
 Phore Holdings LTD.