EX-4.2






 Exhibit 4.2 

RAIN THERAPEUTICS INC. 
  

 
 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 

 
  

September 2, 2020 













 TABLE OF CONTENTS 

 

									
	 	 	 	  	 	  	Page	 
			
	 1.
	 	 DEFINITIONS
	  	 	1	 
			
	 2.
	 	 REGISTRATION RIGHTS
	  	 	4	 
				
		 	2.1    	  	 Demand Registration
	  	 	4	 
				
		 	2.2	  	 Company Registration
	  	 	6	 
				
		 	2.3	  	 Underwriting Requirements
	  	 	6	 
				
		 	2.4	  	 Obligations of the Company
	  	 	8	 
				
		 	2.5	  	 Furnish Information
	  	 	9	 
				
		 	2.6	  	 Expenses of Registration
	  	 	9	 
				
		 	2.7	  	 Delay of Registration
	  	 	10	 
				
		 	2.8	  	 Indemnification
	  	 	10	 
				
		 	2.9	  	 Reports Under Exchange Act
	  	 	12	 
				
		 	2.10    	  	 Limitations on Subsequent Registration Rights
	  	 	13	 
				
		 	2.11	  	 “Market Stand-off” Agreement
	  	 	13	 
				
		 	2.12	  	 Restrictions on Transfer
	  	 	14	 
				
		 	2.13	  	 Termination of Registration Rights
	  	 	15	 
			
	 3.
	 	 INFORMATION RIGHTS
	  	 	15	 
				
		 	3.1	  	 Delivery of Financial Statements
	  	 	15	 
				
		 	3.2	  	 Inspection
	  	 	16	 
				
		 	3.3	  	 Termination of Information Rights
	  	 	16	 
				
		 	3.4	  	 Confidentiality
	  	 	16	 
			
	 4.
	 	 RIGHTS TO FUTURE STOCK ISSUANCES
	  	 	17	 
				
		 	4.1	  	 Right of First Offer
	  	 	17	 
				
		 	4.2	  	 Termination
	  	 	18	 
			
	 5.
	 	 ADDITIONAL COVENANTS
	  	 	18	 
				
		 	5.1	  	 Insurance
	  	 	18	 
				
		 	5.2	  	 Employee Agreements
	  	 	18	 
				
		 	5.3	  	 Employee Stock
	  	 	18	 
				
		 	5.4	  	 Matters Requiring Investor Director Approval
	  	 	19	 
				
		 	5.5	  	 Successor Indemnification
	  	 	19	 
				
		 	5.6	  	 Board Matters
	  	 	19	 


  
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 TABLE OF CONTENTS 

(Continued) 
  

									
	 	 	 	  	 	  	Page	 
				
		 	5.7	  	 Indemnification Matters
	  	 	19	 
				
		 	5.8	  	 Right to Conduct Activities
	  	 	20	 
				
		 	5.9	  	 Harassment Policy
	  	 	20	 
				
		 	5.10	  	 Termination of Covenants
	  	 	21	 
			
	 6.
	 	 MISCELLANEOUS
	  	 	21	 
				
		 	6.1	  	 Successors and Assigns
	  	 	21	 
				
		 	6.2	  	 Governing Law
	  	 	21	 
				
		 	6.3	  	 Counterparts
	  	 	21	 
				
		 	6.4	  	 Titles and Subtitles
	  	 	21	 
				
		 	6.5	  	 Notices
	  	 	22	 
				
		 	6.6	  	 Amendments and Waivers
	  	 	22	 
				
		 	6.7	  	 Severability
	  	 	23	 
				
		 	6.8	  	 Aggregation of Stock
	  	 	23	 
				
		 	6.9	  	 Additional Investors
	  	 	23	 
				
		 	6.10	  	 Entire Agreement
	  	 	23	 
				
		 	6.11	  	 Dispute Resolution
	  	 	23	 
				
		 	6.12	  	 WAIVER OF JURY TRIAL
	  	 	24	 
				
		 	6.13	  	 Delays or Omissions
	  	 	24	 
				
		 	6.14	  	 Limitation of Liability; Freedom to Operate Affiliates
	  	 	24	 
				
		 	6.15	  	 Interpretation
	  	 	24	 

 Schedule A —
Schedule of Investors 

  
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 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of September 2, 2020, by and
among Rain Therapeutics Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A attached hereto, (each, an “Investor,” and collectively, the “Investors”).

 RECITALS 
 WHEREAS,
certain of the Investors (the “Existing Investors”) hold shares of the Series A Preferred Stock (as defined below), and/or shares of Common Stock issued upon conversion thereof, and possess registration rights, information rights,
rights of first offer, and other rights pursuant to that certain Investors’ Rights Agreement dated as of April 19, 2018, by and among the Company and such Existing Investors (the “Prior Agreement”); 

WHEREAS, the Existing Investors, who have sufficient shares to amend and restate the Prior Agreement in accordance with its terms, desire to
amend and restate the Prior Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu of the rights granted to them under the Prior Agreement; and 

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

NOW, THEREFORE, the Existing Investors hereby agree that the Prior Agreement shall be amended and restated in its entirety by this Agreement,
and the parties to this Agreement further 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, any venture capital fund or other investment fund 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” 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. 

  
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 1.4 “Common Stock” means shares of the Company’s common stock, par
value $0.001 per share. 
 1.5 “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: (a) 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; (b) 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 (c) 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. 

1.6 “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. 
 1.7 “Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 
 1.8 “Excluded
Registration” means: (a) 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; (b) a registration
relating to an SEC Rule 145 transaction; (c) 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
(d) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. 

1.9 “FOIA Party” means a Person that, in the reasonable determination of the Board, may be subject to, and thereby required
to disclose non-public information furnished by or relating to the Company under, the Freedom of Information Act, 5 U.S.C. 552 (“FOIA”), any state public records access law, any state or other
jurisdiction’s laws similar in intent or effect to FOIA, or any other similar statutory or regulatory requirement. 
 1.10
“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. 

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

1.12 “GAAP” means generally accepted accounting principles in the United States as in effect from time to time. 

  
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 1.13 “Holder” means any holder of Registrable Securities who is a party to
this Agreement. 
 1.14 “Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, domestic partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law or sister-in-law including adoptive relationships, of a natural person
referred to herein. 
 1.15 “Initiating Holders” means, collectively, Holders who properly initiate a registration request
under this Agreement. 
 1.16 “IPO” means the Company’s first underwritten public offering of its Common Stock under
the Securities Act. 
 1.17 “Major Investor” means any Investor that, individually or together with such Investor’s
Affiliates, holds at least 1,500,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination or other recapitalization or reclassification effected after the date hereof) that is not a competitor (as reasonably
determined by the Board). 
 1.18 “New Securities” means, collectively, equity securities of the Company, whether or not
currently authorized, as well as rights, options or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities. 

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

 1.20 “Preferred Directors” means, collectively, the Series A Directors and the Series B Directors. 

1.21 “Preferred Stock” means, collectively, shares of the Series A Preferred Stock and Series B Preferred Stock. 

1.22 “Registrable Securities” means (a) the Common Stock issuable or issued upon conversion of the Preferred Stock,
(b) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company, acquired by the Investors after the date hereof, and (c) 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 clause
(a) above; excluding, in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Section 6.1 and excluding,
for purposes of Section 2, any shares for which registration rights have terminated pursuant to Section 2.13. 

1.23 “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. 

  
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 1.24 “Restricted Securities” means the securities of the Company required
to be notated with the legend set forth in Section 2.12(b). 
 1.25 “SEC” means the Securities
and Exchange Commission. 
 1.26 “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act. 

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

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

 1.29 “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 Section 2.6. 

1.30 “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. 
 1.31 “Series B
Director” means any director of the Company that the holders of record of the Series B Preferred Stock are entitled to elect, exclusively and as a separate class, pursuant to the Certificate of Incorporation. 

1.32 “Series A Preferred Stock” means shares of the Company’s Series A Preferred Stock, par value $0.001 per share. 

1.33 “Series B Preferred Stock” means shares of the Company’s Series B Preferred Stock, par value $0.001 per share. 

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

2.1 Demand Registration. 

(a) Form S-1 Demand. If at any time after the earlier of (i) five years after the date of
this Agreement or (ii) 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 40% of the Registrable Securities then outstanding, then the Company shall: (A) within 10 days after the date such request is given, give notice thereof (the
“Demand Notice”) to all Holders other than the Initiating Holders; and (B) as soon as practicable, and in any event within 60 days after the date such request is given by the Initiating Holders, 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 20 days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c)
and Section 2.3. 

  
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 (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 30% of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $5,000,000, then the Company shall
(i) within 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 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 20 days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3. 

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

(d) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to
Section 2.1(a)(i) during the period that is 60 days before the Company’s good faith estimate of the date of filing of, and ending on a date that is 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 one registration pursuant to
Section 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 Section 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(b) (A) during the period that
is 30 days before the Company’s good faith estimate of the date of filing of, and ending on a date that is 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 registrations pursuant to Section 2.1(b) within the 12 month period immediately
preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Section 2.1(d) until such time as the applicable registration statement has been declared


  
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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 Section 2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2.1(d); provided,
that if such withdrawal is during a period the Company has deferred taking action pursuant to Section 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 Section 2.1(d). 
 2.2 Company Registration. If the Company
proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its Common Stock 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 20 days after such notice is given by the Company, the Company shall,
subject to the provisions of Section 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or
withdraw any registration initiated by it under this Section 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses
(other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Section 2.6. 

2.3 Underwriting Requirements. 

(a) If, pursuant to Section 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by
their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s)
will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be
conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through
such underwriting shall (together with the Company as provided in Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting; provided,
however, that no Holder (or any of their assignees) shall be required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the underwriting
agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be several and not joint, and limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any
other provision of this Section 2.3, if the underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders
shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable
Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders;
provided, however, that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the
allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. 

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

(c) For purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an
exercise of the underwriter’s cutback provisions in Section 2.3(a), fewer than 50% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are
actually included. 

  
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 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 120 days or, if
earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such 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 120 day period shall be extended for up to 60 days, if necessary, to keep the
registration statement effective until all such Registrable Securities are sold; 
 (b) prepare and file with the SEC such amendments and
supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such
registration statement; 
 (c) furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus,
as required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities; 

(d) use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other
securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the Company shall not be required to qualify to do business or to file a general
consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; 

(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and
customary form, with the underwriter(s) of such offering; 
 (f) use its commercially reasonable efforts to cause all such Registrable
Securities covered by such registration statement to be listed on a national securities exchange or 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 underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders,
all financial and other records, pertinent corporate documents, and properties of the 

  
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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 $100,000, of one counsel for the selling Holders selected by Holders of a majority of the
Registrable Securities to be registered (“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 Section 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 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 Section 2.1(a) or Section 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 Section 2.1(a) or Section 2.1(b). All Selling Expenses relating to Registrable
Securities registered pursuant to this Section 2 (other than fees and disbursements of counsel to any Holder, other than the Selling Holder Counsel, which shall be borne solely by the Holder engaging such counsel) shall be
borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf. 

  
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 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 applicable law, the Company will indemnify and hold harmless each
selling Holder, and the partners, members, officers, directors, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if
any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal
or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained
in this Section 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor
shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter,
controlling Person, or other aforementioned Person expressly for use in connection with such registration except to the extent such information has been corrected in a subsequent writing prior to or concurrently with the sale of Registrable
Securities to the Person asserting the claim. 
 (b) To the extent permitted by applicable 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 has not been corrected in a subsequent writing prior to or concurrently with the sale of Registrable Securities to the Person asserting the claim; 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 Section 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be
unreasonably withheld; and provided, further, that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Section 2.8(b) and Section 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. 

  
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 (c) Promptly after receipt by an indemnified party under this
Section 2.8 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party under this Section 2.8, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the
indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an
indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such
action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this
Section 2.8, to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying party will not relieve it of any liability that
it may have to any indemnified party otherwise than under this Section 2.8. 
 (d) To provide for just and
equitable contribution to joint liability under the Securities Act in any case in which either: (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this
Section 2.8 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case, notwithstanding the fact that this Section 2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of
any party hereto for which indemnification is provided under this Section 2.8, then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may
be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted
in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things,
whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent,
knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case (A) no Holder will be required to contribute any amount in excess of the public offering
price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement and (B) 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; provided, further, that in no 

  
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event shall a Holder’s liability pursuant to this Section 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to
Section 2.8(b), exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of willful misconduct or fraud by such Holder. 

(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control; provided, however, that any matter expressly provided
for or addressed by the foregoing provision that is not expressly provided for or addressed by the underwriting agreement shall be controlled by the foregoing provisions. 

(f) Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the
obligations of the Company and Holders under this Section 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and otherwise shall
survive the termination of this Agreement or any provision(s) 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 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 provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the
opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; 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 Section 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 registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed 180 days in the case of the IPO, or such other period as may be requested by the Company or an underwriter
to accommodate regulatory restrictions on (a) the publication or other distribution of research reports, and (b) analyst recommendations and opinions, including, but not limited to, the restrictions contained in applicable FINRA rules, or
any successor provisions or amendments thereto), (A) 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 such offering or (B) 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 clauses
(A) or (B) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.11 shall not apply to the sale of any shares to an
underwriter pursuant to an underwriting agreement, or 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; provided, further, that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers and directors are subject to the same
restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one-percent (1%) of the Company’s outstanding Common
Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 2.11 and shall
have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration
that are consistent with this Section 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the
underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreements. 

  
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 2.12 Restrictions on Transfer. 

(a) The Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not
recognize and shall issue stop- transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the
provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee or transferee of the Preferred Stock and 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. 
 (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) above, upon any stock split, stock dividend,
recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Section 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 Section 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, 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 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 (A) in any 

  
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transaction in compliance with SEC Rule 144; or (B) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration;
provided that each transferee agrees in writing to be subject to the terms of this Section 2.12. Each certificate, instrument, or book entry representing the Restricted Securities transferred as above provided shall
be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 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. 

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

(a) the closing of a Deemed Liquidation Event (as defined in the Certificate of Incorporation); 

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

3.1 Delivery of Financial Statements. The Company shall deliver to each Major Investor, (provided that the Board has not
reasonably determined that such Major Investor is a competitor of the Company): 
 (a) as soon as practicable, but in any event within 180
days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such fiscal year, (ii) statements of income and of cash flows for such fiscal year, and (iii) a statement of stockholders’ equity as of
the end of such fiscal year, all prepared in accordance with GAAP; 
 (b) as soon as practicable, but in any event within 45 days after the
end of each of the first three quarters 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); and 
 (c) as soon as practicable, but in any event 10 days before the end of each fiscal year, a budget
for the next fiscal year (the “Budget”), approved by the Board and prepared on a monthly basis. 

  
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 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 Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date 60 days
before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided
that the Company’s covenants under this Section 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 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
Section 3.2 to provide access to any information (a) that the Company 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 (b) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 

3.3 Termination of Information Rights. The covenants set forth in Section 3.1 and Section 3.2 shall
terminate and be of no further force or effect (a) immediately prior to the consummation of the IPO, (b) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or Section 15(d) of the
Exchange Act or (c) upon the closing of a Deemed Liquidation Event (as such term is defined in the Certificate of Incorporation), whichever event occurs first. 

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 monitor its investment in the Company) 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), unless
such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.4 by such Investor), (b) is or has been independently developed or conceived by
the Investor without use of the Company’s confidential information or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the
Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its
investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4; provided
that the Board has not reasonably determined that such prospective purchaser is a competitor of the Company; (iii) to any 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 the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. 

  
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 4. Rights to Future Stock Issuances. 

4.1 Right of First Offer. Subject to the terms and conditions of this Section 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 (solely for the purposes of this Section 4, Auckland UniServices Limited shall be
deemed a “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 itself or its Affiliates; provided that (i) such Affiliate is
not a competitor of the Company, as reasonably determined by the Board, or a FOIA Party, unless such party’s purchase of New Securities is otherwise consented to in writing by the Board, and (ii) such Affiliate agrees to enter into this
Agreement and each of the Amended and Restated Voting Agreement and Amended and Restated 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 or FOIA Party shall not be entitled to any rights as a Major Investor under Sections 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 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 then outstanding (assuming full conversion and/or
exercise, as applicable, of all Preferred Stock and other Derivative Securities then outstanding). At the expiration of such 20 day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares
available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the 10 day period commencing after the Company has given such notice, each Fully Exercising Investor may, by
giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the
Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such
Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising
Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 4.1(b) shall occur within the later of 90 days of the date that the Offer Notice is given and the date of initial
sale of New Securities pursuant to Section 4.1(c). 

  
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 (c) If all New Securities referred to in the Offer Notice are not elected to be purchased
or acquired as provided in Section 4.1(b), the Company may, during the 90 day period following the expiration of the periods provided in Section 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 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with
this Section 4.1. 
 (d) The right of first offer in this Section 4.1 shall not be applicable to
(i) Exempted Securities (as defined in the Certificate of Incorporation); or (ii) shares of Common Stock issued in the IPO. 
 4.2
Termination. The covenants set forth in Section 4.1 shall terminate and be of no further force or effect (a) immediately before the consummation of the IPO, (b) when the Company first becomes subject to the
periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (c) upon the closing of a Deemed Liquidation Event (as such term is defined in the Certificate of Incorporation), whichever event occurs first. 

5. Additional Covenants. 

5.1 Insurance. The Company shall use its commercially reasonable efforts to obtain, within ninety (90) days of the date hereof,
from financially sound and reputable insurers Directors and Officers liability insurance and term “key-person” insurance on Avanish Vellanki, in an amount and on terms and conditions satisfactory to
the Board, and will use commercially reasonable efforts to cause such insurance policies to be maintained until such time as the Board determines that such insurance should be discontinued. The key-person
policy shall name the Company as loss payee, and neither policy shall be cancelable by the Company without prior approval by the Board. 

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 or independent contractor) with access to confidential information or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement. In addition, the Company shall not materially
amend, modify, terminate, waive, or otherwise alter, in whole or in part, any restricted stock agreement between the Company and any employee without the consent of a majority of the Preferred Directors. 

5.3 Employee Stock. Unless otherwise approved by the Board, all future employees and consultants of the Company who purchase, receive
options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (a) vesting of shares over a four year
period, with the first 25% of such shares vesting following 12 months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36, and (b) a market
stand-off provision substantially similar to that in Section 2.11. Without the prior approval by the Board, the Company shall not amend, modify, terminate, waive


  
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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 Section 5.3. In addition, unless otherwise approved by the Board, the Company shall retain a “right of first refusal” on employee transfers until the IPO and shall have the right to
repurchase unvested shares at cost upon termination of employment of a holder of restricted stock. 
 5.4 Matters Requiring Investor
Director Approval. So long as the holders of Preferred Stock are entitled to elect at least two (2) Preferred Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, without approval of the Board,
which approval must include the affirmative vote of a majority of the Preferred Directors: 
 (a) make, or permit any subsidiary to make,
any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or
option plan approved by the Board; 
 (b) hire, terminate, or change the compensation of the executive officers, including approving any
option grants or stock awards to executive officers; 
 (c) sell, assign, license, pledge, or encumber material technology or intellectual
property, other than licenses granted in the ordinary course of business; or 
 (d) enter into any corporate strategic relationship
involving the payment, contribution, or assignment by the Company or to the Company of money or assets greater than $1,000,000. 
 5.5
Successor Indemnification. If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent
necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether
such obligations are contained in the Bylaws of the Company (as may be amended or restated, the “Bylaws”), the Certificate of Incorporation or elsewhere, as the case may be. 

5.6 Board Matters. Unless otherwise determined by the vote of a majority of the directors then in office, the Board shall meet at least
quarterly in accordance with an agreed upon schedule. The Company shall reimburse the non-employee directors for all reasonable
out-of-pocket travels expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board. 

5.7 Indemnification Matters. The Company hereby acknowledges that one (1) or more of the directors nominated to serve on the Board
by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and certain of their affiliates (collectively, the “Fund
Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Fund Director are primary and any obligation of the Fund Indemnitors to


  
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advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to advance the full amount of
expenses incurred by such Fund Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally permitted and as required by
the Company’s Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that it
irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no
advancement or payment by the Fund Indemnitors on behalf of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a
right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Fund Director against the Company. The Fund Directors and the Fund Indemnitors are intended third-party beneficiaries of
this Section 5.7 and shall have the right, power and authority to enforce the provisions of this Section 5.7 as though they were a party to this Agreement. 

5.8 Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Boxer Capital, LLC and BVF Partners (together
with their Affiliates) is a professional investment organization, 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 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, Boxer
Capital, LLC and BVF Partners (and their Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (a) the investment by Boxer Capital, LLC and BVF Partners (and their Affiliates) in any entity competitive with
the Company, or (b) actions taken by any partner, officer, employee or other representative of Boxer Capital, LLC and BVF Partners (and their Affiliates) 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 (i) any of the Investors from liability
associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (ii) any director or officer of the Company from any liability associated with such director’s or
officer’s fiduciary duties to the Company. 
 5.9 Harassment Policy. The Company shall, within 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. 

  
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 5.10 Termination of Covenants. The covenants set forth in this
Section 5, except for Section 5.5 and Section 5.7, shall terminate and be of no further force or effect (a) immediately before the consummation of the IPO,
(b) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (c) upon the closing of 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: (a) is an Affiliate of a Holder; (b) 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
(c) after such transfer, holds at least 100,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations); provided, however, that
(i) the Company is, within a reasonable time after such transfer, furnished with notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (ii) such
transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including the provisions of Section 2.11. For the purposes of determining the
number of shares of Registrable Securities held by a transferee, the holdings of a transferee: (A) that is an Affiliate or stockholder of a Holder; (B) who is a Holder’s Immediate Family Member; or (C) 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 Delaware, without regard to the conflict of law
principles that would result in the application of any law other than the law of the State of Delaware. 
 6.3 Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or
any electronic signature complying with the U.S. federal ESIGN Act of 2000, 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. 

  
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 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: (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail or facsimile during the recipient’s normal business hours, and if not sent during normal business
hours, then on the recipient’s next business day; (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one business day after the business day of deposit with a
nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as
set forth on Schedule A attached hereto, or to the principal office of the Company and to the attention of the Chief Executive Officer, in the case of the Company, or to such electronic mail address, facsimile number, or address as
subsequently modified by written notice given in accordance with this Section 6.5. If notice is given to the Company, it shall be sent to 8000 Jarvis Avenue, Ste 204, Newark, California 94560, Attention: Avanish
Vellanki; and a copy (which shall not constitute notice) shall also be sent to Cooley LLP, 3175 Hanover Street, Palo Alto, CA 94304-1130, Attention: Laura A. Berezin, and if notice is given to the Investors, a copy shall be sent to Wilson
Sonsini Goodrich & Rosati, 650 Page Mill Rd, Palo Alto, CA 94304, Attn: Andrew D. Hoffman, Esq. 
 (b) Consent to Electronic
Notice. Each Investor 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 or the facsimile number set forth below such Investor’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 agrees to promptly notify the Company of any change in such stockholder’s 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 a majority of the
Registrable Securities then outstanding; provided, however, that the rights contained is Section 3.1, Section 3.2 and Section 4 may be waived only with the
written consent of the Company and the holders of at least a majority of the Registrable Securities then outstanding and held by the Major Investors; provided, further, that the Company may in its sole discretion waive compliance with
Section 2.12(c) (and the Company’s failure to object promptly in writing after notification of a proposed assignment allegedly in violation of Section 2.12(c) shall be deemed to be a waiver);
provided, further, that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing, 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 a waiver of 

  
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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). 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 Section 6.6 shall be binding
on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or
continuing waiver of any such term, condition, or provision. 
 6.7 Severability. 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 Preferred Stock after the date hereof, whether pursuant to the Purchase Agreement or otherwise, any purchaser of such shares of 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. 

6.10 Entire Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding and
agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled. Upon the effectiveness of this Agreement, the
Prior Agreement shall be deemed amended and restated and superseded in its entirety by this Agreement, and shall be of no further force or effect. 

6.11 Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of
the State of California and to the jurisdiction of the United States District Court for the District of the Northern District of California for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement,
(b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of the State of California or the United States District Court for the District of the Northern District of
California, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its
property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may
not be enforced in or by such court. 

  
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 6.12 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL
OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING
NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION 6.12 HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY
FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. 

6.13 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party hereto, upon any breach or
default of any other party hereto, shall impair any such right, power or remedy of such nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or
default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to
any party, shall be cumulative and not alternative. 
 6.14 Limitation of Liability; Freedom to Operate Affiliates. The total
liability, in the aggregate, of each of the Investors and its respective Affiliates, officers, directors, employees and agents, for any and all claims, losses, costs or damages, including attorneys’ and accountants’ fees and expenses and
costs of any nature whatsoever or claims or expenses resulting from or in any way related to this Agreement from any cause or causes shall be several and not joint with the other Investors and shall not exceed the total purchase price paid to the
Company by the Investors, respectively, under the Investor’s applicable stock purchase agreement. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by
law. Nothing in this Agreement or the Transaction Agreements (as defined in the Purchase Agreement) shall restrict the Investors’ freedom to operate any of its affiliates (including any such affiliate that is a potential competitor of the
Company). 
 6.15 Interpretation. When a reference is made in this Agreement to an article, section, exhibit or schedule, such
reference shall refer to an article or section of, or an exhibit or schedule to, this Agreement unless otherwise indicated. The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import,
when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The terms defined in the singular shall have a comparable meaning when used in the plural and vice versa. Words of


  
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one gender shall include the other gender. References to a Person shall also refer to such Person’s successors and permitted assigns. The terms “dollars” and “$” shall
mean United States dollars. The word “including” shall mean “including without limitation” and the words “include” and “includes” shall have corresponding meanings. The word “or” shall mean
“and/or. 
 [Remainder of Page Intentionally Left Blank] 

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

			
	COMPANY:
	
	RAIN THERAPEUTICS INC.
		
	By: 	 	/s/ Avanish Vellanki
	Name: Avanish Vellanki
	Title: President & Chief Executive Officer


 Signature Page to Amended and Restated Investors’ Rights Agreement 













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

	
	INVESTOR:
	
	/s/ Franklin Berger 
	Franklin Berger



  
 Signature Page to
Amended and Restated Investors’ Rights Agreement 














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

			
	INVESTOR:
	
	PERCEPTIVE LIFE SCIENCES MASTER FUND LTD
		
	By: 	 	/s/ James Mannix
	Name:	 	James Mannix
	Title: 	 	Chief Operating Officer



  
 Signature Page to
Amended and Restated Investors’ Rights Agreement 














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

			
	INVESTOR:
	
	PETER C. FLETCHER REVOCABLE TRUST
		
	By:	 	/s/ Peter C. Fletcher
	Name:	 	Peter C. Fletcher
	Title: 	 	Trustee



  
 Signature Page to
Amended and Restated Investors’ Rights Agreement 














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

			
	INVESTOR:
	
	CHRIS MECRAY
		
	By: 	 	/s/ Chris Mecray
	Name:	 	Chris Mecray



  
 Signature Page to
Amended and Restated Investors’ Rights Agreement 














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

			
	INVESTOR:
	
	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


  

  
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Amended and Restated Investors’ Rights Agreement 














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

			
	 INVESTOR:

	
	 LOGOS OPPORTUNITIES FUND II, L.P.

	 By: Logos Opportunities GP, LLC

	 Its General Partner

		
	By: 	 	/s/ Graham Walmsley
	Name:	 	Graham Walmsley
	Title:	 	Manager



  
 Signature Page to
Amended and Restated Investors’ Rights Agreement 














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

			
	INVESTOR:
	
	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




  
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Amended and Restated Investors’ Rights Agreement 














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

			
	INVESTOR:
	
	CORMORANT PRIVATE HEALTHCARE FUND III, LP
	 By: Cormorant Private Healthcare GP III, LLC

		
	By:	 	/s/ Bihua Chen
	Name:	 	 Bihua Chen

	Title:	 	 Managing Member

	
	CORMORANT PRIVATE HEALTHCARE FUND II, LP
	 By: Cormorant Private Healthcare GP II, LLC

		
	By:	 	 /s/ Bihua Chen

	Name:	 	 Bihua Chen

	Title:	 	 Managing Member

	
	CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP
	 By: Cormorant Private Healthcare GP, LLC

		
	By:	 	 /s/ Bihua Chen

	Name:	 	 Bihua Chen

	Title:	 	 Managing Member




  
 Signature Page to
Amended and Restated Investors’ Rights Agreement 














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

			
	 INVESTOR:

	
	AUCKLAND UNISERVICES LIMITED
	
	 By:

		
	By: 	 	/s/ William Henry Hodgson Charles
	Name:	 	William Henry Hodgson Charles
	Title:	 	Executive Director, Commercialisation



  
 Signature Page to
Amended and Restated Investors’ Rights Agreement 














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

			
	INVESTOR:
	
	SAMSARA BIOCAPITAL, L.P.
	By: Samsara BioCapital GP, LLC, General Partner
		
	By:	 	/s/ Srinivas Akkaraju
	Name: Srinivas Akkaraju, MD, PhD
	Title: Managing Member



  
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Amended and Restated Investors’ Rights Agreement 














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

			
	INVESTOR:
	
	BIOTECHNOLOGY VALUE FUND, L.P.
		
	By: 	 	/s/ Mark Lampert
	Name:	 	Mark Lampert
	Title:	 	Chief Executive Officer
BVF I GP LLC, itself General Partner of Biotechnology Value Fund, L.P.
	
	BIOTECHNOLOGY VALUE FUND II, L.P.
		
	By:	 	/s/ Mark Lampert
	Name:	 	Mark Lampert
	Title:	 	Chief Executive Officer
BVF II GP LLC, itself General Partner of Biotechnology Value Fund II, L.P.
	
	BIOTECHNOLOGY VALUE TRADING FUND OS, L.P.
		
	By:	 	/s/ Mark Lampert
	Name:	 	Mark Lampert
	Title:	 	President BVF Inc., General Partner of BVF Partners L.P., itself sole member of BVF Partners OS Ltd., itself GP of Biotechnology Value Trading Fund OS, L.P.



  
 Signature Page to
Amended and Restated Investors’ Rights Agreement