EX-10.1





 Exhibit 10.1 

Execution Version 

SECURITIES PURCHASE AGREEMENT 

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 9, 2020 by and among Fulcrum
Therapeutics, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”). 

RECITALS 
 A. The Company
and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the 1933 Act (as defined below), and Rule 506 of Regulation D
(“Regulation D”) as promulgated by the SEC (as defined below) under the 1933 Act; 
 B. The Investors wish to purchase from
the Company, and the Company wishes to sell and issue to the Investors, upon the terms and subject to the conditions stated in this Agreement, an aggregate of 4,029,411 shares (the “Shares”) of the Company’s Common Stock, par
value $0.001 per share (the “Common Stock”); and 
 C. Contemporaneously with the sale of the Shares, the parties hereto
will execute and deliver a Registration Rights Agreement, in the form attached hereto as Exhibit B (the “Registration Rights Agreement”), pursuant to which the Company will agree to provide certain
registration rights in respect of the Shares under the 1933 Act and applicable state securities laws. 
 In consideration of the mutual
promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

1. Definitions. For the purposes of this Agreement, the following terms shall have the meanings set forth below: 

“Affiliate” means, with respect to any Person, any other Person which directly or indirectly through one or more
intermediaries Controls, is controlled by, or is under common Control with such Person. 
 “Business Day” means a day,
other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business. 

“Closing” has the meaning set forth in Section 3.1. 

“Closing Date” has the meaning set forth in Section 3.1. 

“Common Stock” has the meaning set forth in the recitals to this Agreement. 

“Common Stock Equivalents” means any securities of the Company which would entitle the holder thereof to acquire at any time
Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. 












 “Company Covered Person” means, with respect to the Company as an
“issuer” for purposes of Rule 506 promulgated under the 1933 Act, any Person listed in the first paragraph of Rule 506(d)(1). 

“Company’s Knowledge” means the actual knowledge of the executive officers (as defined in Rule 405 under the 1933
Act) of the Company. 
 “Control” (including the terms “controlling,” “controlled by” or “under
common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

 “Disqualification Event” has the meaning set forth in Section 4.33. 

“EDGAR system” has the meaning set forth in Section 4.9. 

“Effective Date” has the meaning set forth in Section 7.4(b). 

“Environmental Laws” has the meaning set forth in Section 4.15. 

“GAAP” has the meaning set forth in Section 4.17. 

“Intellectual Property” has the meaning set forth in Section 4.14. 

“Investor Questionnaire” has the meaning set forth in Section 5.8. 

“Losses” has the meaning set forth in Section 8.2. 

“Material Adverse Effect” means a material adverse effect on (i) the assets, liabilities, results of operations,
financial condition or business of the Company and its subsidiary taken as a whole, (ii) the legality or enforceability of any of the Transaction Documents or (iii) the ability of the Company to perform its obligations under the
Transaction Documents, except that for purposes of Section 6.1(i) of this Agreement, in no event shall a change in the market price of the Common Stock alone constitute a “Material Adverse Effect”. 

“Material Contract” means any contract, instrument or other agreement to which the Company is a party or by which it is bound
that has been filed or was required to have been filed as an exhibit to the SEC Filings pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K. 

“Nasdaq” means the Nasdaq Global Market. 

“Person” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint
stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein. 

  
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 “Placement Agent” means SVB Leerink LLC. 

“Press Release” has the meaning set forth in Section 9.7. 

“Principal Trading Market” means the Trading Market on which the Common Stock is primarily listed on and quoted for trading,
which, as of the date of this Agreement and the Closing Date, shall be the Nasdaq Global Market. 
 “Registration Rights
Agreement” has the meaning set forth in the recitals to this Agreement. 
 “Regulation D” has the meaning set
forth in the recitals to this Agreement. 
 “Regulatory Authorities” has the meaning set forth in Section 4.30. 

“Required Investors” has the meaning set forth in the Registration Rights Agreement. 

“SEC” means the U.S. Securities and Exchange Commission. 

“SEC Filings” has the meaning set forth in Section 4.8. 

“Shares” has the meaning set forth in the recitals to this Agreement. 

“Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the 1934 Act (but shall not be
deemed to include the location and/or reservation of borrowable shares of Common Stock). 
 “Trading Day” means (i) a
day on which the Common Stock is listed or quoted and traded on its Principal Trading Market (other than the OTC Bulletin Board), or (ii) if the Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a day on which
the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on any Trading Market,
a day on which the Common Stock is quoted in the over-the-counter market as reported in the “pink sheets” by OTC Markets Group Inc. (or any similar
organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) or (iii) hereof, then Trading Day shall mean a Business Day. 

“Trading Market” means whichever of the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the
Nasdaq Global Market, the Nasdaq Capital Market or the OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question. 

“Transfer Agent” has the meaning set forth in Section 7.4(a). 

“Transaction Documents” means this Agreement and the Registration Rights Agreement. 

  
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 “1933 Act” means the Securities Act of 1933, as amended, or any successor
statute, and the rules and regulations promulgated thereunder. 
 “1934 Act” means the Securities Exchange Act of 1934, as
amended, or any successor statute, and the rules and regulations promulgated thereunder. 
 2. Purchase and Sale of the Shares.
On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company will issue and sell, and the Investors will purchase, severally and not jointly, the number of Shares set forth opposite the name of such Investor under
the heading “Number of Shares to be Purchased” on Exhibit A attached hereto. The purchase price per Share shall be $17.00. 

3. Closing. 
 3.1. Upon
the satisfaction of the conditions set forth in Section 6, the completion of the purchase and sale of the Shares (the “Closing”) shall occur remotely via exchange of documents and signatures at a time (the
“Closing Date”) to be agreed to by the Company and the Investors but (i) in no event earlier than the second Business Day after the date hereof and (ii) in no event later than the fifth Trading Day after the date hereof,
and of which the Investors will be notified in advance by the Placement Agent. 
 3.2. On the Closing Date, each Investor shall deliver or
cause to be delivered to the Company, via wire transfer of immediately available funds pursuant to the wire instructions delivered to such Investor by the Company on or prior to the Closing Date, an amount equal to the purchase price to be paid by
the Investor for the Shares to be acquired by it as set forth opposite the name of such Investor under the heading “Aggregate Purchase Price of Shares” on Exhibit A attached hereto. 

3.3. At or before the Closing, the Company shall deliver or cause to be delivered to each Investor a number of Shares, registered in the name
of the Investor (or its nominee in accordance with its delivery instructions), equal to the number of Shares set forth opposite the name of such Investor under the heading “Number of Shares to be Purchased” on Exhibit A attached
hereto. The Shares shall be delivered via a book-entry record through the Company’s transfer agent. Unless the Company and an Investor otherwise mutually agree with respect to such Investor’s Shares, at Closing settlement shall occur on a
“delivery versus payment” basis. 
 4. Representations and Warranties of the Company. The Company hereby represents and
warrants to the Investors that, except (a) as described in the Company’s SEC Filings (as defined below) and (b) as set forth on the disclosure schedule delivered herewith (which is arranged in numbered and lettered sections
corresponding to the numbered and lettered sections contained in this Section 4) (the “Disclosure Schedule”), each of which qualify these representations and warranties in their entirety: 

4.1. Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted and to own or lease its properties. The Company is duly qualified to


  
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do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or leasing
necessary unless the failure to so qualify has not had and would not reasonably be expected to have a Material Adverse Effect. The Company’s subsidiary is set forth on Exhibit 21.1 to its most recent Annual Report on Form 10-K, and the Company owns 100% of the outstanding equity securities of such subsidiary. The Company’s subsidiary is duly organized, validly existing and in good standing under the laws of the Commonwealth of
Massachusetts and has all requisite power and authority to carry on its business as now conducted and to own or lease its properties. The Company’s subsidiary is duly qualified to do business as a foreign corporation and is in good standing in
each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or leasing necessary unless the failure to so qualify has not had and would not reasonably be expected to have a Material Adverse
Effect. 
 4.2. Authorization. The Company has the requisite corporate power and authority and has taken all requisite corporate
action necessary for, and no further action on the part of the Company, its officers, directors and stockholders is necessary for, (i) the authorization, execution and delivery of the Transaction Documents, (ii) the authorization of the
performance of all obligations of the Company hereunder or thereunder, and (iii) the authorization, issuance (or reservation for issuance) and delivery of the Shares. The Transaction Documents constitute the legal, valid and binding obligations
of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’
rights generally and to general equitable principles. 
 4.3. Capitalization. The Company is authorized under its Certificate of
Incorporation to issue 200,000,000 shares of Common Stock. The Company’s disclosure of its issued and outstanding capital stock in its most recent SEC Filing containing such disclosure was accurate in all material respects as of the date
indicated in such SEC Filing. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid and nonassessable; none of such shares were issued in violation of any
preemptive rights; and such shares were issued in compliance in all material respects with applicable state and federal securities law and any rights of third parties. No Person is entitled to preemptive or similar statutory or contractual rights
with respect to the issuance by the Company of any securities of the Company, including, without limitation, the Shares. Except for stock options granted under Company stock-based compensation plans described in the SEC Filings, there are no
outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company is or may be obligated to issue any equity securities of any kind, except as contemplated by this Agreement.
There are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other similar agreements among the Company and any of the securityholders of the Company relating to the
securities of the Company held by them. Except as provided in the Registration Rights Agreement, and except as provided in that certain Amended and Restated Investors’ Rights Agreement, dated as of August 24, 2018, by and among the Company
and certain investors signatory thereto, no Person has the right to (i) require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the
Company for its own account or for the account of any other Person, or (ii) prohibit the Company from filing a registration statement under the 1933 Act. 

  
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 The issuance and sale of the Shares hereunder will not obligate the Company to issue shares
of Common Stock or other securities to any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. 

The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any
Person the right to purchase any equity interest in the Company upon the occurrence of certain events. 
 4.4. Valid Issuance. The
Shares have been duly and validly authorized and, when issued and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and shall be free and clear of all encumbrances and restrictions (other than those created
by the Investors), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws. 

4.5. Consents. Subject to the accuracy of the representations and warranties of each Investor set forth in Section 5 hereof, the
execution, delivery and performance by the Company of the Transaction Documents and the offer, issuance and sale of the Shares require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official
other than (a) filings that have been made pursuant to applicable state securities laws, (b) post-sale filings pursuant to applicable state and federal securities laws, (c) filings pursuant to the rules and regulations of Nasdaq and
(d) filing of the registration statement required to be filed by the Registration Rights Agreement, each of which the Company has filed or undertakes to file within the applicable time. Subject to the accuracy of the representations and
warranties of each Investor set forth in Section 5 hereof, the Company has taken all action necessary to exempt (i) the issuance and sale of the Shares and (ii) the other transactions contemplated by the Transaction Documents from the
provisions of any stockholder rights plan or other “poison pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of its assets and properties is
subject that is or could reasonably be expected to become applicable to the Investors as a result of the transactions contemplated hereby, including without limitation, the issuance of the Shares and the ownership, disposition or voting of the
Shares by the Investors or the exercise of any right granted to the Investors pursuant to this Agreement or the other Transaction Documents. 

4.6. Use of Proceeds. The net proceeds of the sale of the Shares hereunder shall be used by the Company for working capital and general
corporate purposes. 
 4.7. No Material Adverse Change. Since December 31, 2019, except as identified and described in the SEC
Filings filed at least one Trading Day prior to the date hereof, there has not been: 
 (i) any change in the consolidated assets,
liabilities, financial condition or operating results of the Company from that reflected in the financial statements included in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2019, except for changes in the ordinary course of business which have not had and would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate; 

  
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 (ii) any declaration or payment by the Company of any dividend, or any authorization or
payment by the Company of any distribution, on any of the capital stock of the Company, or any redemption or repurchase by the Company of any securities of the Company; 

(iii) any material damage, destruction or loss, whether or not covered by insurance, to any assets or properties of the Company; 

(iv) any waiver, not in the ordinary course of business, by the Company of a material right or of a material debt owed to it; 

(v) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course
of business and which is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted); 

(vi) any change or amendment to the Company’s Certificate of Incorporation or Bylaws, or material change to any material contract or
arrangement by which the Company is bound or to which any of its assets or properties is subject; 
 (vii) any material labor difficulties
or, to the Company’s Knowledge, labor union organizing activities with respect to employees of the Company; 
 (viii) any material
transaction entered into by the Company other than in the ordinary course of business; 
 (ix) the loss of the services of any key employee,
or material change in the composition or duties of the senior management of the Company; or 
 (x) any other event or condition of any
character that has had or would reasonably be expected to have a Material Adverse Effect. 
 4.8. SEC Filings. The Company has filed
all reports, schedules, forms, statements and other documents required to be filed by the Company under the 1933 Act and the 1934 Act, including pursuant to Section 13(a) or 15(d) thereof, for the one year period preceding the date hereof (or
such shorter period as the Company was required by law or regulation to file such material) (collectively, the “SEC Filings”). At the time of filing thereof, the SEC Filings complied in all material respects with the requirements of
the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the SEC thereunder. 
 4.9. No Conflict, Breach, Violation
or Default. The execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Shares in accordance with the provisions thereof will not, except (solely in the case of clauses (i)(b) and (ii))
for such violations, conflicts or defaults as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) conflict with or result in a 

  
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breach or violation of (a) any of the terms and provisions of, or constitute a default under, the Company’s Certificate of Incorporation or the Company’s Bylaws, both as in effect
on the date hereof (true and complete copies of which have been made available to the Investors through the Electronic Data Gathering, Analysis, and Retrieval system (the “EDGAR system”)), or (b) assuming the accuracy of the
representations and warranties in Section 5, any applicable statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or its subsidiary, or any of their assets
or properties, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien, encumbrance or other adverse claim upon any of the
properties or assets of the Company or its subsidiary or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any Material Contract. This Section does not relate to
matters with respect to tax status, which are the subject of Section 4.10, employee relations and labor matters, which are the subject of Section 4.13, or environmental laws, which are the subject of Section 4.15. 

4.10. Tax Matters. The Company and its subsidiary have timely prepared and filed all material tax returns required to have been filed
by them with all appropriate governmental agencies and timely paid all material taxes shown thereon or otherwise owed by them. There are no material unpaid assessments against the Company nor, to the Company’s Knowledge, any audits by any
federal, state or local taxing authority. All material taxes that the Company is required to withhold or to collect for payment have been duly withheld and collected and paid to the proper governmental entity or third party when due. There
are no tax liens pending or, to the Company’s Knowledge, threatened against the Company or any of its assets or property. With the exception of agreements or other arrangements that are not primarily related to taxes entered into in the
ordinary course of business, there are no outstanding tax sharing agreements or other such arrangements between the Company and any other corporation or entity (other than a subsidiary of the Company). 

4.11. Title to Properties. The Company and its subsidiary have good and marketable title to all real properties and all other
properties and assets owned by them, in each case free from liens, encumbrances and defects, except such as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and the Company and its subsidiary
hold any leased real or personal property under valid and enforceable leases with no exceptions, except such as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. 

4.12. Certificates, Authorities and Permits. The Company possesses adequate certificates, authorities or permits issued by appropriate
governmental agencies or bodies necessary to conduct the business now operated by it, except where failure to so possess would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. The Company has not
received any written notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that would reasonably be expected to have a Material Adverse Effect, individually or in the aggregate, on the Company.


  
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 4.13. Labor Matters. 

(a) The Company is not party to or bound by any collective bargaining agreements or other agreements with labor organizations. To the
Company’s Knowledge, the Company has not violated in any material respect any laws, regulations, orders or contract terms affecting the collective bargaining rights of employees or labor organizations, or any laws, regulations or orders
affecting employment discrimination, equal opportunity employment, or employees’ health, safety, welfare, wages and hours. 
 (b) No
material labor dispute with the employees of the Company, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists or, to the Company’s Knowledge, is threatened or imminent. 

4.14. Intellectual Property. The Company and its subsidiary own, possess, license or have other rights to use, all patents, patent
applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively,
the “Intellectual Property”) necessary for the conduct of the Company’s business in all material respects as now conducted or as proposed in the SEC Filings to be conducted; and (a) there are no rights of third parties to
any such Intellectual Property, including no liens, security interests or other encumbrances; (b) to the Company’s Knowledge, there is no material infringement by third parties of any such Intellectual Property; (c) there is no
pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any such Intellectual Property; (d) such Intellectual Property that is described in the SEC
Filings has not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part; (e) there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by others challenging
the validity or scope of any such Intellectual Property that is owned or licensed by the Company, including interferences, oppositions, reexaminations or government proceedings; (f) there is no pending or, to the Company’s Knowledge,
threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates, or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others; and (g) to the Company’s
Knowledge, each Company employee involved with the development of Intellectual Property has entered into an invention assignment agreement with the Company. 

4.15. Environmental Matters. The Company is not in violation of any statute, rule, regulation, decision or order of any governmental
agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances
(collectively, “Environmental Laws”), has not released any hazardous substances regulated by Environmental Law onto any real property that it owns or operates and has not received any written notice or claim it is liable for any off-site disposal or contamination pursuant to any Environmental Laws, which violation, release, notice, claim, or liability would reasonably be expected, individually or in the aggregate, to have a Material Adverse
Effect, and to the Company’s Knowledge, there is no pending or threatened investigation that would reasonably be expected to lead to such a claim. 

4.16. Legal Proceedings. There are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which
the Company or its subsidiary are or may reasonably be expected to become a party or to which any property of the Company or its subsidiary are or may reasonably be expected to become the subject that, individually or in the aggregate, would
reasonably be expected to have a Material Adverse Effect. 

  
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 4.17. Financial Statements. The financial statements included in each SEC Filing
comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and present fairly, in
all material respects, the consolidated financial position of the Company as of the dates shown and its consolidated results of operations and cash flows for the periods shown, subject in the case of unaudited financial statements to normal,
immaterial year-end audit adjustments, and such consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis
during the periods involved (“GAAP”) (except as may be disclosed therein or in the notes thereto, and except that the unaudited financial statements may not contain all footnotes required by GAAP, and, in the case of quarterly
financial statements, except as permitted by Form 10-Q under the 1934 Act). Except as set forth in the financial statements of the Company included in the SEC Filings filed prior to the date hereof, the
Company has not incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices since the date of such financial statements, none of which,
individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect. 
 4.18. Insurance
Coverage. The Company maintains in full force and effect insurance coverage that is customary for comparably situated companies for the business being conducted and properties owned or leased by the Company, and the Company reasonably believes
such insurance coverage to be adequate against all liabilities, claims and risks against which it is customary for comparably situated companies to insure. 

4.19. Compliance with Nasdaq Continued Listing Requirements. The Company is in compliance with applicable Nasdaq continued listing
requirements. There are no proceedings pending or, to the Company’s Knowledge, threatened against the Company relating to the continued listing of the Common Stock on Nasdaq and the Company has not received any notice of, nor to the
Company’s Knowledge is there any reasonable basis for, the delisting of the Common Stock from Nasdaq. 
 4.20. Brokers and
Finders. Other than the Placement Agent, no Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company or an Investor for any commission, fee or
other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Company. No Investor shall have any obligation with respect to any fees, or with respect to any claims made by or on behalf of other
Persons for fees, in each case of the type contemplated by this Section 4.20 that may be due in connection with the transactions contemplated by this Agreement or the Transaction Documents. 

4.21. No Directed Selling Efforts or General Solicitation. Neither the Company nor any Person acting on its behalf has conducted any
general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of any of the Shares. 

  
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 4.22. No Integrated Offering. Neither the Company nor its subsidiary nor any Person
acting on their behalf has, directly or indirectly, made any offers or sales of any Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2)
and Regulation D for the exemption from registration for the transactions contemplated hereby or would require registration of the Shares under the 1933 Act. 

4.23. Private Placement. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 5, the
offer and sale of the Shares to the Investors as contemplated hereby is exempt from the registration requirements of the 1933 Act. The issuance and sale of the Shares does not contravene the rules and regulations of Nasdaq. 

4.24. Questionable Payments. Neither the Company nor its subsidiary nor, to the Company’s Knowledge, any of their current or
former directors, officers, employees, agents or other Persons acting on behalf of the Company or its subsidiary, has on behalf of the Company or its subsidiary in connection with their business: (a) used any corporate funds for unlawful
contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) made any direct or indirect unlawful payments to any governmental officials or employees from corporate funds; (c) established or maintained
any unlawful or unrecorded fund of corporate monies or other assets which is in violation of law; (d) made any false or fictitious entries on the books and records of the Company; or (e) made any unlawful bribe, rebate, payoff, influence
payment, kickback or other unlawful payment of any nature. 
 4.25. Transactions with Affiliates. None of the
executive officers or directors of the Company and, to the Company’s Knowledge, none of the employees of the Company is presently a party to any transaction with the Company (other than as holders of stock options, warrants and/or restricted
stock, and for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, director or such employee or, to the Company’s Knowledge, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner. 

4.26. Internal Controls. The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the 1934 Act), which are designed to ensure that material information relating to the Company, including its subsidiary, is made known to the
Company’s principal executive officer and its principal financial officer by others within those entities. Since the end of the Company’s most recent audited fiscal year, there have been no material weaknesses in the Company’s
internal control over financial reporting (whether or not remediated) and no change in the Company’s internal control over financial reporting that has materially affected, or would reasonably be expected to materially affect, the
Company’s internal control over financial reporting. The Company is not aware of any change in its internal controls over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, or would
reasonably be expected to materially affect, the Company’s internal control over financial reporting. 

  
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 4.27. Disclosures. Neither the Company nor any Person acting on its behalf has
provided the Investors or their agents or counsel with any information that constitutes or would reasonably be expected to constitute material nonpublic information concerning the Company or its subsidiary, other than (A) with respect to the
transactions contemplated hereby, which will be disclosed in the Press Release (as defined below) and (B) as set forth on the Disclosure Schedule. The SEC Filings do not contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The Company understands and confirms that the Investors will rely on the foregoing representations
in effecting transactions in securities of the Company.
 4.28. Required Filings. Except for the transactions contemplated by this
Agreement, including the acquisition of the Shares contemplated hereby, no event or circumstance has occurred or information exists with respect to the Company or its business, properties, operations or financial condition, which, under applicable
law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed (assuming for this purpose that the SEC Filings are being incorporated by reference into an effective
registration statement filed by the Company under the 1933 Act). 
 4.29. Investment Company. The Company is not required to be
registered as, and immediately following the Closing will not be required to register as, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 

4.30. Tests and Preclinical and Clinical Trials. All clinical and pre-clinical trials conducted
by or on behalf of, or sponsored by, the Company or its subsidiary, or in which the Company or its subsidiary have participated, that are described or referred to in the SEC Filings were and, if still pending, are being conducted, in all material
respects, in compliance with the experimental protocols established for such trials, with accepted medical and scientific standards, and all applicable statutes and all applicable rules and regulations of the U.S. Food and Drug Administration and
comparable regulatory agencies outside of the United States to which they are subject, including the European Medicines Agency (collectively, the “Regulatory Authorities”) and Good Clinical Practice and Good Laboratory Practice
requirements. The descriptions of the clinical and pre-clinical trials, including the results thereof, contained in the SEC Filing are accurate and complete in all material respects and fairly present the data
derived from such trials in all material respects; and neither the Company nor its subsidiary is aware of any other clinical or pre-clinical trials, the results of which reasonably call into question the
results described in the SEC Filings. Neither the Company nor its subsidiary has received any notices or correspondence from the Regulatory Authorities or institutional review boards or comparable authorities requiring the termination, suspension,
material modification or clinical hold of any clinical or pre-clinical trials conducted by or on behalf of the Company, and to the Company’s Knowledge, there are no reasonable grounds for the same. 

4.31. Manipulation of Price. The Company has not taken, and, to the Company’s Knowledge, no Person acting on its behalf has
taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Shares. 

  
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 4.32. Anti-Bribery and Anti-Money Laundering Laws. Each of the Company, its
subsidiary and any of their respective officers, directors, supervisors, managers, agents, or employees are and have at all times been in compliance with and its participation in the offering will not violate: (A) anti-bribery laws, including
but not limited to, any applicable law, rule, or regulation of any locality, including but not limited to any law, rule, or regulation promulgated to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International
Business Transactions, signed December 17, 1997, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, or any other law, rule or regulation of similar purposes and scope or (B) anti-money
laundering laws, including, but not limited to, applicable federal, state, international, foreign or other laws, regulations or government guidance regarding anti-money laundering, including, without limitation, Title 18 US. Code sections 1956 and
1957, the Patriot Act, the Bank Secrecy Act, and international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of which the United States is a
member and with which designation the United States representative to the group or organization continues to concur, all as amended, and any Executive order, directive, or regulation pursuant to the authority of any of the foregoing, or any orders
or licenses issued thereunder. 
 4.33. No Bad Actors. No “bad actor” disqualifying event described in Rule
506(d)(1)(i)-(viii) of the 1933 Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s Knowledge, any Company Covered Person, except (i) for a Disqualification Event as to which Rule
506(d)(2)(ii–iv) or (d)(3) is applicable and (ii) no such representation is made with respect to the Placement Agent, or any of their respective general partners, managing members, directors, executive officers or other officers. 

4.34. No Additional Agreements. The Company has no other agreements or understandings (including, without limitation, side letters)
with any Investor to purchase Shares on terms more favorable to such Investor than as set forth herein. 
 4.35. Shell Company
Status. The Company is not, and has never been, an issuer identified in Rule 144(i)(1). 
 4.36. Compliance. The Company is not
(i) in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company under), nor has the Company received notice of a claim that it is
in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been
waived) or (ii) in violation of any judgment, decree or order of any court, arbitrator or governmental body, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect. 

5. Representations and Warranties of the Investors. Each of the Investors hereby severally, and not jointly, represents and warrants to
the Company that: 
 5.1. Organization and Existence. Such Investor is a duly incorporated or organized and validly existing
corporation, limited partnership, limited liability company or other legal entity, has all requisite corporate, partnership or limited liability company power and 

  
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authority to enter into and consummate the transactions contemplated by the Transaction Documents and to carry out its obligations hereunder and thereunder, and to invest in the Shares pursuant
to this Agreement, and is in good standing under the laws of the jurisdiction of its incorporation or organization. 
 5.2.
Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each has been duly executed and when delivered will constitute the valid and
legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability,
relating to or affecting creditors’ rights generally, and general principles of equity. 
 5.3. Purchase Entirely for Own
Account. The Shares to be received by such Investor hereunder will be acquired for such Investor’s own account, not as nominee or agent, for the purpose of investment and not with a view to the resale or distribution of any part thereof in
violation of the 1933 Act, and such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the 1933 Act without prejudice, however, to such Investor’s right at all times
to sell or otherwise dispose of all or any part of such Shares in compliance with applicable federal and state securities laws. The Shares are being purchased by such Investor in the ordinary course of its business. Nothing contained herein shall be
deemed a representation or warranty by such Investor to hold the Shares for any period of time. Such Investor is not a broker-dealer registered with the SEC under the 1934 Act or an entity engaged in a business that would require it to be so
registered. 
 5.4. Investment Experience. Such Investor acknowledges that it can bear the economic risk and complete loss of its
investment in the Shares and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. 

5.5. Disclosure of Information. Such Investor has had an opportunity to receive, review and understand all information related to the
Company requested by it and to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the offering of the Shares, and has conducted and completed its own independent due diligence.
Such Investor acknowledges that copies of the SEC Filings are available on the EDGAR system. Based on the information such Investor has deemed appropriate, and without reliance upon the Placement Agent, it has independently made its own analysis and
decision to enter into the Transaction Documents. Such Investor is relying exclusively on its own investment analysis and due diligence (including professional advice it deems appropriate) with respect to the execution, delivery and performance of
the Transaction Documents, the Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company, including but not limited to all business, legal, regulatory, accounting, credit and tax
matters. Such Investor has not relied on any information or advice furnished by or on behalf of the Placement Agent in connection with the transactions contemplated hereby. Neither such inquiries nor any other due diligence investigation conducted
by such Investor shall modify, limit or otherwise affect such Investor’s right to rely on the Company’s representations and warranties contained in this Agreement. 

  
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 5.6. Restricted Securities. Such Investor understands that the Shares are
characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such
securities may be resold without registration under the 1933 Act only in certain limited circumstances. 
 5.7. Legends. It is
understood that, except as provided below, certificates or book-entry records evidencing the Shares may bear the following or any similar legend: 

(a) “The securities represented hereby have not been registered with the Securities and Exchange Commission or the securities commission
of any state in reliance upon an exemption from registration under the Securities Act of 1933, as amended, and, accordingly, may not be transferred unless (i) such securities have been registered for sale pursuant to the Securities Act of 1933,
as amended, (ii) such securities may be sold pursuant to Rule 144, (iii) the Company has received an opinion of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration under the Securities
Act of 1933, as amended, or (iv) the securities are transferred without consideration to an affiliate of such holder or a custodial nominee (which for the avoidance of doubt shall require neither consent nor the delivery of an opinion).”

 (b) If required by the authorities of any state in connection with the issuance of sale of the Shares, the legend required by
such state authority. 
 5.8. Accredited Investor. Such Investor is (a) an “accredited investor” within the
meaning of Rule 501(a) of Regulation D. Such Investor has executed and delivered to the Company a questionnaire in substantially the form attached hereto as Exhibit C (the “Investor Questionnaire”), which such Investor
represents and warrants is true, correct and complete. Such investor is a sophisticated institutional investor with sufficient knowledge and experience in investing in private equity transactions to properly evaluate the risks and merits of its
purchase of the Shares. Such Investor has determined based on its own independent review and such professional advice as it deems appropriate that its purchase of the Shares and participation in the transactions contemplated by the Transaction
Documents (i) are fully consistent with its financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to such Investor, (iii) have been
duly authorized and approved by all necessary action, (iv) do not and will not violate or constitute a default under such Investor’s charter, bylaws or other constituent document or under any law, rule, regulation, agreement or other
obligation by which such Investor is bound and (v) are a fit, proper and suitable investment for such Investor, notwithstanding the substantial risks inherent in investing in or holding the Shares. 

5.9. Placement Agent. Such Investor hereby acknowledges and agrees that (a) the Placement Agent is acting solely as placement
agent in connection with the execution, delivery and performance of the Transaction Documents and is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary for such Investor, the Company or any
other person or entity in connection with the execution, delivery and performance of the Transaction Documents, (b) the Placement Agent has not made and will not make any representation or warranty, whether express or implied, of any kind or
character, and 

  
 15 













 
has not provided any advice or recommendation in connection with the execution, delivery and performance of the Transaction Documents, (c) the Placement Agent will not have any
responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with the execution, delivery and performance of the Transaction Documents, or the execution, legality, validity
or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company, and (d) the Placement Agent will not have any
liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Investor, the Company or any other
person or entity), whether in contract, tort or otherwise, to such Investor, or to any person claiming through it, in respect of the execution, delivery and performance of the Transaction Documents. 

5.10. No General Solicitation. Such Investor did not learn of the investment in the Shares as a result of any general or public
solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (a) any advertisement, article, notice or other communication published in any newspaper, magazine, website, or similar media, or
broadcast over television or radio, or (b) any seminar or meeting to which such Investor was invited by any of the foregoing means of communications. 

5.11. Brokers and Finders. No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid
right, interest or claim against or upon the Company or an Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Investor. 

5.12. Short Sales and Confidentiality Prior to the Date Hereof. Other than consummating the transactions contemplated hereunder, such
Investor has not, nor has any Person acting on behalf of or pursuant to any understanding with such Investor, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period
commencing as of the time that such Investor was first contacted by the Company, the Placement Agent or any other Person regarding the transactions contemplated hereby and ending immediately prior to the date hereof. Notwithstanding the
foregoing, in the case of an Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s assets and the portfolio managers have no direct knowledge of the investment
decisions made by the portfolio managers managing other portions of such Investor’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment
decision to purchase the Shares covered by this Agreement. Other than to other Persons party to this Agreement and other than to such Person’s outside attorney, accountant, auditor or investment advisor only to the extent necessary to
permit evaluation of the investment, and the performance of the necessary or required tax, accounting, financial, legal, or administrative tasks and services and other than as may be required by law, such Investor has maintained the confidentiality
of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty,
or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future. 

  
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 5.13. No Government Recommendation or Approval. Such Investor understands that no
United States federal or state agency, or similar agency of any other country, has reviewed, approved, passed upon, or made any recommendation or endorsement of the Company or the purchase of the Shares. 

5.14. No Intent to Effect a Change of Control. Such Investor has no present intent to effect a “change of control” of the
Company as such term is understood under the rules promulgated pursuant to Section 13(d) of the 1934 Act. 
 5.15. Residency.
Such Investor’s office in which its investment decision with respect to the Shares was made is located at the address immediately below such Investor’s name on its signature page hereto. 

5.16. No Conflicts. The execution, delivery and performance by such Investor of the Transaction Documents and the consummation by such
Investor of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of such Investor or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time
or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Investor is a party, or (iii) result in a violation of any law,
rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Investor, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not,
individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Investor to perform its obligations hereunder. 

6. Conditions to Closing. 

6.1. Conditions to the Investors’ Obligations. The obligation of each Investor to purchase Shares at the Closing is subject to the
fulfillment to such Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by such Investor (as to itself only): 

(a) The representations and warranties made by the Company in Section 4 hereof shall be true and correct in all material respects as of
the date hereof and as of the Closing Date, as though made on and as of such date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and
correct in all material respects as of such earlier date. The Company shall have performed in all material respects all obligations and covenants herein required to be performed by it on or prior to the Closing Date. 

(b) The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for the consummation of the
purchase and sale of the Shares and the consummation of the other transactions contemplated by the Transaction Documents, all of which shall be in full force and effect. 

(c) The Company shall have executed and delivered the Registration Rights Agreement. 

  
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 (d) The Company shall have filed with Nasdaq a Notification Form: Listing of Additional
Shares for the listing of the Shares. 
 (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or
magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the
consummation of the transactions contemplated hereby or in the other Transaction Documents. 
 (f) The Company shall have delivered a
Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (d), (e) and (j) of
this Section 6.1. 
 (g) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as
of the Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement, the other Transaction Documents and the issuance of the Shares, certifying the current
versions of the Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company. 

(h) The Investors shall have received an opinion from Wilmer Cutler Pickering Hale and Dorr LLP, the Company’s counsel, dated as of the
Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as the Investors may reasonably request. 

(i) There shall have been no Material Adverse Effect with respect to the Company since the date hereof. 

(j) No stop order or suspension of trading shall have been imposed by Nasdaq, the SEC or any other governmental or regulatory body with
respect to public trading in the Common Stock. 
 (k) A Lock-Up Agreement, in a form satisfactory to
all parties (the “Lock-Up Agreement”) executed by each executive officer and director of the Company, and each such Lock-Up Agreement shall be in full force
and effect on the Closing Date. The Lock-Up Agreement shall provide for a lock up period extending until the date 60 days after the Closing Date. 

6.2. Conditions to Obligations of the Company. The Company’s obligation to sell and issue the Shares at the Closing is subject to
the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company: 

(a) The representations and warranties made by the Investors in Section 5 hereof shall be true and correct as of the date hereof, and
shall be true and correct as of the Closing Date with the same force and effect as if they had been made on and as of such date. The Investors shall have performed in all material respects all obligations and covenants herein required to be
performed by them on or prior to the Closing Date. 

  
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 (b) The Investors shall have executed and delivered the Registration Rights Agreement and
each Investor Questionnaire. 
 (c) Any Investor purchasing Shares at the Closing shall have paid in full its purchase price to the Company.

 6.3. Termination of Obligations to Effect Closing; Effects. 

(a) The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows:

 (i) Upon the mutual written consent of the Company and Investors that agreed to purchase a majority of the Shares to be issued and sold
pursuant to this Agreement; 
 (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of
fulfillment, and shall not have been waived by the Company; 
 (iii) By an Investor (with respect to itself only) if any of the conditions
set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been waived by the Investor; or 
 (iv) By
either the Company or any Investor (with respect to itself only) if the Closing has not occurred on or prior to the fifth Trading Day following the date of this Agreement; 

provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in
breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its
obligation to effect the Closing. 
 (b) In the event of termination by the Company or any Investor of its obligations to effect the Closing
pursuant to this Section 6.3, written notice thereof shall be given to the other Investors by the Company and the other Investors shall have the right to terminate their obligations to effect the Closing upon written notice to the Company and
the other Investors. Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any
party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents. 

  
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 7. Covenants and Agreements of the Company. 

7.1. No Conflicting Agreements. The Company will not take any action, enter into any agreement or make any commitment that would
conflict or interfere in any material respect with the Company’s obligations to the Investors under the Transaction Documents. 
 7.2.
Nasdaq Listing. The Company will use commercially reasonable efforts to continue the listing and trading of its Common Stock on Nasdaq and, in accordance therewith, will use commercially reasonable efforts to comply in all material respects
with the Company’s reporting, filing and other obligations under the bylaws or rules of such market or exchange, as applicable. 
 7.3.
Termination of Covenants. The provisions of Sections 7.1 and 7.2 shall terminate and be of no further force and effect on the date on which the Company’s obligations under the Registration Rights Agreement to register or maintain
the effectiveness of any registration covering the Registrable Securities (as such term is defined in the Registration Rights Agreement) shall terminate. 

7.4. Removal of Legends. 

(a) In connection with any sale, assignment, transfer or other disposition of the Shares by an Investor pursuant to Rule 144 or pursuant
to any other exemption under the 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor with the requirements of this Agreement, if requested by the Investor, the Company shall request the transfer agent
for the Common Stock (the “Transfer Agent”) to remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry shares sold or disposed of without restrictive
legends within two (2) Trading Days of any such request therefor from such Investor, provided that the Company has timely received from the Investor customary representations and other documentation reasonably acceptable to the Company in
connection therewith. 
 (b) Subject to receipt from the Investor by the Company and the Transfer Agent of customary representations and
other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest of such time as the Shares (i) have been sold or transferred pursuant to an effective registration statement,
(ii) have been sold pursuant to Rule 144, or (iii) are eligible for resale under Rule 144(b)(1) or any successor provision (such earliest date, the “Effective Date”), the Company shall, in accordance with the
provisions of this Section 7.4(b) and within two (2) Trading Days of any request therefor from an Investor accompanied by such customary and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent
irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause its counsel to deliver to the Transfer Agent one or more opinions to the effect that the removal of such legends in
such circumstances may be effected under the 1933 Act if required by the Transfer Agent to effect the removal of the legend in accordance with the provisions of this Agreement. The Company agrees that following the Effective Date or at such time as
such legend is no longer required under this Section 7.4, it will, within two (2) Trading Days of the delivery by an Investor to the Company or the Transfer Agent of a certificate representing shares


  
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issued with a restrictive legend and receipt from the Investor by the Company and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Company and
the Transfer Agent in connection therewith, deliver or cause to be delivered to such Investor a certificate representing such Shares (or uncertificated interest therein) that is free from all restrictive and other legends. Shares subject to legend
removal hereunder may be transmitted by the Transfer Agent to the Investor by crediting the account of the Investor’s prime broker with the DTC System as directed by such Investor. The Company shall be responsible for the fees of its Transfer
Agent and all DTC fees associated with such issuance. 
 (c) Each Investor, severally and not jointly with the other Investors, agrees with
the Company (i) that such Investor will sell any Shares only pursuant to either the registration requirements of the 1933 Act, including any applicable prospectus delivery requirements, or an exemption therefrom, (ii) that if Shares are
sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein and (iii) that if, after the effective date of the registration statement covering the resale of the Shares, such
registration statement ceases to be effective and the Company has provided notice to such Investor to that effect, such Investor will sell Shares only in compliance with an exemption from the registration requirements of the 1933 Act. 

7.5. Subsequent Equity Sales. 

(a) The Company shall not, without the consent of the Required Investors, (i) from the date hereof until sixty-four (64) days after
the date hereof, (A) issue shares of Common Stock or Common Stock Equivalents or (B) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Stock or
(ii) from the date hereof until fifty-days (55) after the date hereof, file with the SEC a registration statement under the 1933 Act relating to any shares of Common Stock or Common Stock Equivalents, except pursuant to the terms of the
Registration Rights Agreement. Notwithstanding the foregoing, the provisions of this Section 7.5 shall not apply to (i) the issuance of the Shares hereunder, (ii) the issuance of Common Stock or Common Stock Equivalents upon the
conversion or exercise of any securities of the Company outstanding on the date hereof or outstanding pursuant to clause (iii) or (v) below, (iii) the issuance of any Common Stock or Common Stock Equivalents pursuant to any Company
stock-based compensation plans or in accordance with Nasdaq Stock Market Rule 5635(c)(4), (iv) the filing of a registration statement on Form S-8 under the 1933 Act to register the offer and sale of securities
on an equity incentive plan or employee stock purchase plan or (v) the issuance of any Common Stock or Common Stock Equivalents in connection with a transaction with an unaffiliated third party that includes a debt financing or a bona fide
commercial relationship (including any joint venture, marketing or distribution arrangement, strategic alliance, collaboration agreement or corporate partnering, intellectual property license agreement or acquisition agreement or other strategic
transaction with the Company); provided, however, that the aggregate number of shares of Common Stock issued pursuant to clause (v) during the restricted period shall not exceed 10% of the total number of shares of Common Stock issued and
outstanding immediately following the Closing. 
 (b) The Company shall not, and shall use its commercially reasonable efforts to ensure
that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or 

  
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otherwise negotiate in respect of any security (as defined in Section 2 of the 1933 Act) that will be integrated with the offer or sale of the Shares in a manner that would require the
registration under the 1933 Act of the sale of the Shares to the Investors, or that will be integrated with the offer or sale of the Shares for purposes of the rules and regulations of any trading market such that it would require stockholder
approval prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction. 

7.6. Fees. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or
broker’s commissions (other than for Persons engaged by any Investor) relating to or arising out of the transactions contemplated hereby, including, without limitation, any fees or commissions payable to the Placement Agent. 

7.7. Short Sales and Confidentiality After the Date Hereof. Each Investor covenants that neither it nor any Affiliates acting on its
behalf or pursuant to any understanding with it will trade in the securities of the Company and will not execute any Short Sales during the period from the date hereof until the earlier of such time as (i) both (a) the transactions contemplated
by this Agreement are first publicly announced and (b) all material information set forth in the Disclosure Schedule have been publicly disclosed by the Company or (ii) this Agreement is terminated in full. Each Investor covenants that
until such time (i) as all material terms of the sale of the Shares to the Investors pursuant to this Agreement are publicly disclosed by the Company, such Investor and its Affiliates will maintain the confidentiality of the existence and terms
of this Agreement and (ii) as all material information set forth in the Disclosure Schedule are publicly disclosed by the Company, such Investor and its Affiliates will maintain the confidentiality of all information included on the Disclosure
Schedule , other than, in each case, to such Person’s outside attorney, accountant, auditor or investment advisor only to the extent necessary to permit evaluation of the investment, and the performance of the necessary or required tax,
accounting, financial, legal, or administrative tasks and services and other than as may be required by law. Each Investor understands and acknowledges that the SEC currently takes the position that coverage of Short Sales of shares of the Common
Stock “against the box” prior to effectiveness of a resale registration statement with securities included in such registration statement would be a violation of Section 5 of the 1933 Act, as set forth in Item 239.10 of the Securities
Act Rules Compliance and Disclosure Interpretations compiled by the Office of Chief Counsel, Division of Corporation Finance. 
 8.
Survival and Indemnification. 
 8.1. Survival. The representations, warranties, covenants and agreements contained in this
Agreement shall survive the Closing of the transactions contemplated by this Agreement for the applicable statute of limitations. 
 8.2.
Indemnification. The Company agrees to indemnify and hold harmless each Investor and its Affiliates, and their respective directors, officers, trustees, members, managers, employees, investment advisers and agents, from and against any and
all losses, claims, damages, liabilities and expenses (including without limitation reasonable and documented attorney fees and disbursements and other documented
out-of-pocket expenses reasonably incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs
of enforcement thereof) (collectively, “Losses”) 

  
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to which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction
Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person solely to the extent such amounts have been finally judicially determined not to have resulted from such Person’s fraud or willful
misconduct. 
 8.3. Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall
(i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the
indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the
expense of such person unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to
such person or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the person
notifies the indemnifying party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such person);
and provided, further, that the failure of any indemnified party to give written notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice
shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or
expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or
delayed, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim
or litigation. No indemnified party will, except with the consent of the indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any judgment or enter into any settlement. 

9. Miscellaneous. 
 9.1.
Successors and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Company or each of the Investors, as applicable, provided, however, that an Investor may assign its rights and delegate its
duties hereunder in whole or in part to an Affiliate or to a third party acquiring some or all of its Shares in a transaction complying with applicable securities laws without the prior written consent of the Company or the other Investors, provided
such assignee agrees in writing to be bound by the provisions hereof that apply to Investors. The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Without
limiting the generality of the foregoing, in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another
Person, from and after the 

  
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effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be
deemed to refer to such Person and the term “Shares” shall be deemed to refer to the securities received by the Investors in connection with such transaction. Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective permitted successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 

9.2. Counterparts. This Agreement may be executed in one 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 signatures 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. 

9.3. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement. 
 9.4. Notices. Unless otherwise provided, any notice required or permitted under this
Agreement shall be given in writing and shall be deemed effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such delivery, (ii) if given by facsimile or e-mail, then such notice shall be deemed given upon receipt of confirmation of complete facsimile transmittal or confirmation of receipt of an e-mail transmission,
(iii) if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by the recipient or (B) three days after such notice is deposited in first class mail, postage prepaid, and (iv) if
given by an internationally recognized overnight air courier, then such notice shall be deemed given one Business Day after delivery to such carrier. All notices shall be addressed to the party to be notified at the address as follows, or at such
other address as such party may designate by ten days’ advance written notice to the other party: 
 If to the Company: 

Fulcrum Therapeutics, Inc. 
 26
Landsdowne Street 
 Cambridge, MA 02139 

Attention: Bryan Stuart, Chief Operating Officer 

Email: [**] 
 With a copy
(which shall not constitute notice) to: 
 Wilmer Cutler Pickering Hale and Dorr LLP 

60 State Street 
 Boston,
Massachusetts 02109 
 Attention: Lia Der Marderosian 

Fax: (617) 526-5000 

Email: Lia.DerMarderosian@wilmerhale.com 

  
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 If to the Investors: 

Only to the addresses set forth on the signature pages hereto. 

9.5. Expenses. The parties hereto shall pay their own costs and expenses in connection herewith regardless of whether the transactions
contemplated hereby are consummated; it being understood that each of the Company and each Investor has relied on the advice of its own respective counsel. 

9.6. Amendments and Waivers. Prior to Closing, no amendment or waiver of any provision of this Agreement will be effective with respect
to any party unless made in writing and signed by a duly authorized representative of such party. Following the Closing, any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in
a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Required Investors. Notwithstanding the foregoing, this Agreement may not be amended and the observance of any term of this
Agreement may not be waived with respect to any Investor without the written consent of such Investor unless such amendment or waiver applies to all Investors in the same fashion. Any amendment or waiver effected in accordance with this paragraph
shall be binding upon (i) prior to Closing, each Investor that signed such amendment or waiver and (ii) following the Closing, each holder of any Shares purchased under this Agreement at the time outstanding, and in each case, each future
holder of all such Shares and the Company. 
 9.7. Publicity. Except as set forth below, no public release or announcement concerning
the transactions contemplated hereby shall be issued by the Investors without the prior consent of the Company, except as such release or announcement may be required by law or the applicable rules or regulations of any securities exchange or
securities market, in which case the Investors shall allow the Company reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding the foregoing, each Investor may identify the Company and the value of
such Investor’s security holdings in the Company in accordance with applicable investment reporting and disclosure regulations or internal policies without prior notice to or consent from the Company (including, for the avoidance of doubt,
filings pursuant to Sections 13 and 16 of the 1934 Act). The Company shall not include the name of any Investor or any Affiliate or investment adviser of such Investor in any press release or public announcement (which, for the avoidance of doubt,
shall not include any SEC Filing to the extent such disclosure is required by SEC rules and regulations) without the prior written consent of such Investor. By 8:30 a.m. (New York City time) on the second Business Day following the date this
Agreement is executed, the Company shall issue one or more press releases disclosing all material terms of the transactions contemplated by this Agreement and any other material nonpublic information that the Company may have provided any Investor
at any time prior to the filing of such press releases (the “Press Releases”). From and after the issuance of the Press Releases, no Investor shall be in possession of any material nonpublic information received from the Company,
its subsidiary or any of their respective officers, directors, employees or agents (including the Placement Agent). No later than 5:30 p.m. (New York City time) on the second Business Day following the date this Agreement is executed, the Company
will file a Current Report on Form 8-K (the “8-K Filing”) attaching or disclosing the details of the press release(s) described in the foregoing
sentence as well as copies of the Transaction 

  
 25 













 
Documents. In addition, the Company will make such other filings and notices in the manner and time required by the SEC or Nasdaq. The Company shall not, and shall cause each of its officers,
directors, employees and agents not to, provide any Investor with any such material nonpublic information regarding the Company from and after the filing of the Press Releases without the express prior written consent of such Investor. 

9.8. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted by
applicable law, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereby waive any provision
of law which renders any provision hereof prohibited or unenforceable in any respect. 
 9.9. Benefit of Agreement. The Placement
Agent is an intended third-party beneficiary of the representations and warranties of the Company and of each Investor set forth in Section 4 and Section 5, respectively, of this Agreement. 

9.10. Entire Agreement. This Agreement, including the signature pages, Exhibits, the other Transaction Documents and the
confidentiality agreement between the Company and each Investor constitute the entire agreement among the parties hereof with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral and
written, between the parties with respect to the subject matter hereof and thereof. 
 9.11. Further Assurances. The parties shall
execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained. 

9.12. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Service
of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. 

9.13. Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under any Transaction Document are
several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under any Transaction Document. The decision of each Investor to purchase
Shares pursuant to the Transaction Documents has been made by such Investor independently of any other Investor. Nothing contained herein or in any Transaction Document, and no action taken by any Investor pursuant thereto, shall be deemed to
constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions
contemplated by the Transaction Documents. Each Investor acknowledges that no other Investor has acted as agent for such Investor in connection with 

  
 26 













 
making its investment hereunder and that no Investor will be acting as agent of such Investor in connection with monitoring its investment in the Shares or enforcing its rights under the
Transaction Documents. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary
for any other Investor to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that each of the Investors has been provided with the same Transaction Documents for the purpose of closing a transaction with
multiple Investors and not because it was required or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and an Investor, solely, and not between the
Company and the Investors collectively and not between and among the Investors. 
 9.14. Exculpation of the Placement Agent. Each
party hereto agrees for the express benefit of the Placements Agent and its affiliates and representatives that: 
 (i) none of the Placement
Agent, its affiliates or any of its representatives (1) has any duties or obligations other than those specifically set forth herein or in the engagement letter, dated as of February 20, 2020 (the “Engagement Letter”),
between the Company and the Placement Agent; (2) shall be liable for any improper payment made in accordance with the information provided by the Company; (3) makes any representation or warranty, or has any responsibilities as to the
validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this Agreement or the Transaction Documents or in connection with any of the transactions contemplated
hereby and thereby; or (4) shall be liable (x) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon it by this Agreement
or any Transaction Document or (y) for anything which any of them may do or refrain from doing in connection with this Agreement or any Transaction Document, except in each case for such party’s own gross negligence, willful misconduct or
bad faith. 
 (ii) The Placement Agent, its affiliates and its representatives shall be entitled to (1) rely on, and shall be protected
in acting upon, any certificate, instrument, notice, letter or any other document or security delivered to any of them by or on behalf of the Company, and (2) be indemnified by the Company for acting as the Placement Agent hereunder pursuant to
the indemnification provisions set forth in the Engagement Letter. 
 [remainder of page intentionally left blank] 

  
 27 













 IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized
officers to execute this Agreement as of the date first above written. 
  

					
	COMPANY:	 	 FULCRUM THERAPEUTICS, INC.

			
		 	 By:
	 	 /s/ Robert J. Gould

		 		 	 Name: Robert J. Gould

		 		 	 Title: President and Chief Executive Officer















					
	INVESTOR:	 	 ECORl CAPITAL FUND QUALIFIED, L.P.

		 	 By: EcoRl Capital LLC, its General Partner

			
		 	 By:
	 	 /s/ Oleg Nodelman

		 		 	 Name: Oleg Nodelman

		 		 	 Title: Manager















					
	INVESTOR:	 	 ECORl CAPITAL FUND, L.P.

		 	 By: EcoRl Capital LLC, its General Partner

			
		 	 By:
	 	 /s/ Oleg Nodelman

		 		 	 Name: Oleg Nodelman

		 		 	 Title: Manager



  
 30 














					
	INVESTOR:	 	 ALYESKA MASTER FUND, L.P.

			
		 	 By:
	 	 /s/ Jason A. Bragg

		 		 	 Name: Jason A. Bragg

		 		 	 Title: CFO of Alyeska Investment Group, LP



  
 31 














					
	INVESTOR:	 	 ALYESKA MASTER FUND 3, L.P.

			
		 	 By:
	 	 /s/ Jason A. Bragg

		 		 	 Name: Jason A. Bragg

		 		 	 Title: CFO of Alyeska Investment Group, LP



  
 32 














					
	INVESTOR:	 	 CASDIN PARTNERS MASTER FUND, L.P.

		 	 By: Casdin Partners GP, LLC, its General Partner

			
		 	 By:
	 	 /s/ Eli Casdin

		 		 	 Name: Eli Casdin

		 		 	 Title: Managing Member



  
 33 














					
	INVESTOR:	 	 Perceptive Life Sciences Master Fund, Ltd.

			
		 	 By:
	 	 /s/ James H. Manix

		 		 	 Name: James H. Manix

		 		 	 Title: C.O.O.



  
 34 














					
	INVESTOR:	 	 BEMAP Master Fund Ltd

			
		 	 By:
	 	 /s/ Jeff Muller

		 		 	 Name: Jeff Muller

		 		 	 Title: CCO, Monashee Investment Mgmt LLC



  
 35 














					
	INVESTOR:	 	 Monashee Solitario Fund LP

			
		 	 By:
	 	 /s/ Jeff Muller

		 		 	 Name: Jeff Muller

		 		 	 Title: CCO, Monashee Investment Mgmt LLC



  
 36 














					
	INVESTOR:	 	 Monashee Pure Alpha SPV I LP

			
		 	 By:
	 	 /s/ Jeff Muller

		 		 	 Name: Jeff Muller

		 		 	 Title: CCO, Monashee Investment Mgmt LLC



  
 37 














					
	INVESTOR:	 	 SFL SPV I LLC

			
		 	 By:
	 	 /s/ Jeff Muller

		 		 	 Name: Jeff Muller

		 		 	 Title: CCO, Monashee Investment Mgmt LLC



  
 38 














					
	INVESTOR:	 	 SAMSARA BIOCAPITAL, L.P.

		 	 By: Samsara BioCapital GP, LLC, General Partner

			
		 	 By:
	 	 /s/ Srinivas Akkaraju

		 		 	 Name:Srinivas Akkaraju

		 		 	 Title: Managing Member



  
 39 














					
	INVESTOR:	 	 Foresite Capital Fund IV, L.P.

		
		 	 By: Foresite Capital Management IV, LLC

Its: General Partner

			
		 	 By:
	 	 /s/ Dennis Ryan

		 		 	 Name: Dennis D. Ryan

		 		 	 Title: Chief Financial Officer



  
 40 














					
	INVESTOR:	 	 BOXER CAPITAL, LLC

			
		 	 By:
	 	 /s/ Aaron Davis

		 		 	 Name: Aaron Davis

		 		 	 Title: Chief Executive Officer



  
 41 













 EXHIBIT A 

Schedule of Investors 
  

									
	 Investor Name

 
	  	
Number of Shares to be

Purchased
  
	 	  	
Aggregate Purchase Price of Shares

 
	 
	
EcoR1 Capital Fund Qualified, L.P.
	  	 	747,472	 	  	$	12,707,024.00	 
	
EcoR1 Capital Fund, L.P.
	  	 	134,881	 	  	$	2,292,977.00	 
	
Alyeska Master Fund, L.P.
	  	 	874,136	 	  	$	14,860,312.00	 
	
Alyeska Master Fund 3, L.P.
	  	 	8,217	 	  	$	139,689.00	 
	
Boxer Capital, LLC
	  	 	705,882	 	  	$	11,999,994.00	 
	
Casdin Partners Master Fund, L.P.
	  	 	441,176	 	  	$	7,499,992.00	 
	
Perceptive Life Sciences Master Fund, Ltd.
	  	 	294,118	 	  	$	5,000,006.00	 
	
Samsara BioCapital, L.P.
	  	 	294,118	 	  	$	5,000,006.00	 
	
BEMAP Master Fund Ltd
	  	 	133,690	 	  	$	2,272,730.00	 
	
Monashee Solitario Fund LP
	  	 	80,214	 	  	$	1,363,638.00	 
	
Monashee Pure Alpha SPV I LP
	  	 	60,160	 	  	$	1,022,720.00	 
	
SFL SPV I LLC
	  	 	20,054	 	  	$	340,918.00	 
	
Foresite Capital Fund IV, L.P.
	  	 	235,293	 	  	$	3,999,981.00	 
	
TOTAL
	  	 	4,029,411	 	  	$	68,499,987.00	 


  
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 EXHIBIT B 

Form of Registration Rights Agreement 

  
 43 













 EXHIBIT C 

Investor Questionnaire 

  
 44 













 EXHIBIT D 

Form of Lock-Up Agreement 

  
 45 













 Fulcrum Therapeutics, Inc 

Lock-Up Agreement 

                    , 2020 

SVB Leerink LLC 
 One Federal Street, 37th Floor 
 Boston, Massachusetts 02110 

Ladies and Gentlemen: 
 This letter is being
delivered to SVB Leerink LLC (the “Placement Agent”) in connection with the proposed private placement (the “Private Placement”) by Fulcrum Therapeutics, Inc., a Delaware corporation (the
“Company”), of shares of its common stock, $0.001 par value per share (the “Common Stock”). 
 In order to
induce the Placement Agent to conduct the Private Placement, the undersigned will not, without the prior written consent of the Placement Agent, 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for
such capital stock, or publicly announce an intention to effect any such transaction, for a period from the date hereof until 60 days after the date of the purchase agreement to be entered into in connection with the Private Placement (such period,
the “Restricted Period”). The foregoing shall not apply to: 
 (a) transactions relating to shares of Common Stock or other
securities acquired in open market transactions after the completion of the Private Placement, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
reporting a reduction in the beneficial ownership of Common Stock held by the undersigned shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market
transactions; 
 (b) (A) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock as a bona
fide gift or gifts, or (B) to a charitable organization or educational institution in a transaction not involving a disposition for value; 
 (c)
transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to any member of the immediate family of the undersigned or any trust for the direct or indirect benefit of the undersigned or the
immediate family of the undersigned in a transaction not involving a disposition for value; 
 (d) transfers of shares of Common Stock or any security
convertible into or exercisable or exchangeable for Common Stock (i) by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned upon the
death of the undersigned or (ii) solely by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; 

provided that in the case of any transfer, disposition or distribution pursuant to clause (b), (c) and (d), (i) each transferee, donee or
distributee shall sign and deliver a lock-up agreement 

  
 46 













 
substantially in the form of this agreement and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock held by
the undersigned, shall be required or shall be voluntarily made during the Restricted Period (other than, in the case of a transfer or other disposition pursuant to clause (c) above, any Form 4 or Form 5 required to be filed under the Exchange
Act if the undersigned is subject to Section 16 reporting with respect to the Company under the Exchange Act and indicating by footnote disclosure or otherwise the nature of the transfer or disposition); 

(e) transfers or dispositions of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the Company in
connection with the termination of the undersigned’s employment with or service to the Company; 
 (f) the exercise of stock options to purchase shares
of Common Stock granted under plans described in the Prospectus and any related transfer to the Company of shares of Common Stock (including by way of “net” or “cashless” exercise solely to cover withholding tax obligations in
connection with such exercise and any transfer to the Company for the payment of taxes as a result of such exercise); provided that any shares of Common Stock received upon exercise shall be subject to the restrictions on transfer set forth
in this agreement; 
 (g) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the
transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the Restricted Period; 
 (h)
sales of shares of Common Stock pursuant to the terms a trading plan pursuant to Rule 10b5-1 under the Exchange Act in existence on the date hereof, provided that to the extent a public announcement or
filing under the Exchange Act is required or voluntarily made by or on behalf of the undersigned regarding such sale, such announcement or filing shall include a statement to the effect that such sale was made pursuant to a trading plan pursuant to
Rule 10b5-1 under the Exchange Act; or 
 (i) (A) transfers of shares of Common Stock (or any securities
convertible into or exercisable or exchangeable for Common Stock) pursuant to a bona fide third-party tender offer for shares of the Company’s capital stock made to all holders of the Company’s securities, merger, consolidation or other
similar transaction approved by the Company’s board of directors the result of which is that any person (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than the Company, becomes the beneficial owner (as
defined in Rules 13d-3 and 13d-5 of the Exchange Act) of more than 50% of the total voting power of the voting stock of the Company and (B) entry into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of shares of Common Stock or such other securities in connection with a transaction
described in (A) above); provided that in the event that such change of control transaction is not completed, the Common Stock (or any security convertible into or exercisable or exchangeable for Common Stock) owned by the undersigned
shall remain subject to the restrictions contained in this agreement. 
 For purposes of this agreement, “immediate family” shall mean any
relationship by blood, marriage, domestic partnership or adoption, not more remote than first cousin. 
 This letter shall automatically terminate and the
undersigned shall be released from all obligations under this letter upon the earliest to occur, if any, of (i) either the Company, on the one hand, or the Placement Agent, on the other hand, advising the other in writing, that they have


  
 47 













 
determined not to proceed with the Private Placement, (ii) the purchase agreement related to the Private Placement being terminated prior to the payment for and delivery of the shares to be
sold thereunder and (iii) June 30, 2020, in the event that the purchase agreement related to the Private Placement has not been executed by such date. 

This agreement and any claim, controversy or dispute arising under or related to this agreement shall be governed by and construed in accordance with the laws
of the State of New York, without regard to the conflict of laws principles thereof. 
  

	
	    Very truly yours,
	
	   

	   

	(Name)
	
	   

	   

	(Address)



  
 48