EX-4.1





 Exhibit 4.1 

INSTIL BIO, INC. 

SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 

THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of December 30, 2020,
by and among Instil Bio, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (together with any subsequent investors, or transferees who become parties hereto as
“Investors” pursuant to Section 6.9, the “Investors”). 
 RECITALS 

WHEREAS, certain of the Investors (the “Existing Investors”) hold shares of the Company’s Preferred Stock and
possess registration rights, information rights, rights of first offer and other rights pursuant to that certain Amended and Restated Investors’ Rights Agreement, dated as of June 30, 2020, by and among the Company and such Investors (the
“Prior Agreement”); 
 WHEREAS, the Existing Investors are holders of a majority of the Registrable Securities of
the Company (as defined in the Prior Agreement), and desire to amend and restate the Prior Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu of the rights granted to them under the Prior Agreement; and

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

NOW, THEREFORE, the Company and the Investors, including the Existing Investors, hereby agree that the Prior Agreement shall be
amended, restated and replaced in its entirety by this Agreement, and the parties to this Agreement further agree as follows: 
 1.
Definitions. For purposes of this Agreement: 
 1.1 “Affiliate” means, with respect to any specified Person, any
other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person or any venture capital,
registered investment company or other investment fund now or hereafter existing that is controlled by one or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such
Person. 
 1.2 “Common Stock” means shares of the Company’s common stock, par value $0.000001 per share. 












 1.3 “Damages” means any loss, damage, claim or liability (joint or several)
to which a party hereto may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon: (a) any
untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (b) an
omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (c) any violation or alleged violation by the indemnifying party (or any of its agents
or Affiliates) of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law 

1.4 “Derivative Securities” means any securities or rights convertible into, or exercisable or exchangeable for (in each
case, directly or indirectly), Common Stock, including options and warrants. 
 1.5 “Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 
 1.6 “Excluded Registration”
means (a) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase or similar plan, (b) a registration relating to an SEC Rule 145 transaction, (c) a
registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or (d) a registration in which the only Common
Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. 
 1.7 “Form
S-1” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC. 

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

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

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

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

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


  
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 1.13 “IPO” means the Company’s first firm underwritten public offering
of its Common Stock pursuant to a registration statement filed and declared effective under the Securities Act. 
 1.14 “Key
Employee” means any executive-level employee (including division director and vice president-level positions) as well as any employee who, either alone or in concert with others, develops, invents, programs or designs any Company
Intellectual Property (as defined in the Purchase Agreement). 
 1.15 “Major Investor” means any Investor that,
individually or together with such Investor’s Affiliates, holds at least 795,152 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination or other recapitalization or reclassification effected after the
date hereof). 
 1.16 “New Securities” means, collectively, equity securities of the Company, whether or not currently
authorized, as well as rights, options or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities. 

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

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

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

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

1.22 “Restricted Securities” means the securities of the Company required to be notated with the legend set forth in
Section 2.12(b) hereof. 
 1.23 “SEC” means the Securities and Exchange Commission. 

  
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 1.24 “SEC Rule 144” means Rule 144 promulgated by the SEC under the
Securities Act. 
 1.25 “SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act. 

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

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

1.28 “Series A Director” means any director of the Company that the holders of record of the Series A Preferred Stock are
entitled to elect pursuant to the Restated Certificate (as defined below). 
 1.29 “Series A Preferred Stock” means shares
of the Company’s Series A Preferred Stock, par value $0.000001 per share. 
 1.30 “Series B Director” means any
director of the Company that the holders of record of the Series B Preferred Stock are entitled to elect pursuant to the Restated Certificate. 

1.31 “Series B Preferred Stock” means shares of the Company’s Series B Preferred Stock, par value $0.000001 per share.

 1.32 “Series C Preferred Stock” means shares of the Company’s Series C Preferred Stock, par value $0.000001 per
share. 
 2. Registration Rights. The Company covenants and agrees as follows: 

2.1 Demand Registration. 

(a) Form S-1 Demand. If at any time after the earlier of (a) three years after the date of this Agreement or (b) 180 days
after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at
least 40% of the Registrable Securities then outstanding, then the Company shall (i) within 10 days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating
Holders; and (ii) as soon as practicable, and in any event within 60 days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that
the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within 20 days of the
date the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) and 2.3. 

  
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 (b) Form S-3 Demand. If at any time when it is eligible to use a Form S-3
registration statement, the Company receives a request from Holders of at least 30% of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such
Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $5 million, then the Company shall (i) within 10 days after the date such request is given, give a Demand Notice to all Holders other than the
Initiating Holders; and (ii) as soon as practicable, and in any event within 45 days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable
Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within 20 days of the date the Demand Notice is given, and in each case, subject to the limitations of
Sections 2.1(c) and 2.3. 
 (c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration
pursuant to this Section 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s board of directors (the “Board”) it would be materially detrimental
to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would
(i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business
purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any
time periods with respect to filing or effectiveness thereof shall be tolled correspondingly for a period of not more than 30 days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right
more than once in any 12-month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such 30-day period other than an Excluded Registration. 

(d) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(a):
(i) during the period that is 60 days before the Company’s good faith estimate of the date of filing of, and ending on a date that is 180 days after the effective date of, a Company-initiated registration, provided that the Company is
actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company has effected two registrations pursuant to Section 2.1(a); or (iii) if the Initiating
Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.1(b). The Company shall not be obligated to effect, or to take any action to effect,
any registration pursuant to Section 2.1(b): (i) during the period that is 30 days before the Company’s good faith estimate of the date of filing of, and ending on a date that is 90 days after the effective date of, a
Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company


  
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has effected two registrations pursuant to Section 2.1(b) within the 12-month period immediately preceding the date of such request. A registration shall not be counted as
“effected” for purposes of this Section 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to
pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Section 2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this
Section 2.1(d); provided, that if such withdrawal is during a period the Company has deferred taking action pursuant to Section 2.1(c), then the Initiating Holders may withdraw their request for registration and such registration will not
be counted as “effected” for purposes of this Section 2.1(d). 
 2.2 Company Registration. If the Company proposes to
register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other
than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within 20 days after such notice is given by the Company, the Company shall, subject to
the provisions of Section 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration
initiated by it under this Section 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn
registration shall be borne by the Company in accordance with Section 2.6. 
 2.3 Underwriting Requirements. 

(a) If, pursuant to Section 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request by
means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Company and
shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s
participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with
the Company as provided in Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Section 2.3, if the underwriter(s)
advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be
underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as
practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by the Holders to be
included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may
round the number of shares allocated to any Holder to the nearest 100 shares. 

  
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 (b) In connection with any offering involving an underwriting of shares of the
Company’s capital stock pursuant to Section 2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon
between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable
Securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the
offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success
of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among
the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the allocation
of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. Notwithstanding the foregoing, in no event shall (i) the number of Registrable
Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering or (ii) the number of Registrable Securities included in the offering be
reduced below 30% of the total number of securities included in such offering, unless such offering is the IPO, in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other
stockholder’s securities are included in such offering. For purposes of the provision in this Section 2.3(b) concerning apportionment, for any selling Holder that is a partnership, limited liability company or corporation, the partners,
members, retired partners, retired members, stockholders and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the
foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included
in such “selling Holder,” as defined in this sentence. 
 (c) For purposes of Section 2.1, a registration shall not be
counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.3(a), fewer than 50% of the total number of Registrable Securities that Holders have requested to be included in such
registration statement are actually included. 
 2.4 Obligations of the Company. Whenever required under this Section 2 to
effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: 
 (a) prepare and file
with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such 

  
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registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a
period of up to 120 days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such 120-day period shall be extended for a period of time equal to the period the Holder
refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration and (ii) in the case of any registration of Registrable Securities on Form S-3 that are
intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such 120-day period shall be extended for up to 45 days, if necessary, to keep the registration statement effective until all such Registrable
Securities are sold; 
 (b) prepare and file with the SEC such amendments and supplements to such registration statement, and the
prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement; 

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

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

(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and
customary form, with the underwriter(s) of such offering; 
 (f) use its commercially reasonable efforts to cause all such Registrable
Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; 

(g) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number
for all such Registrable Securities, in each case not later than the effective date of such registration; 
 (h) promptly make available
for inspection by the selling Holders, any underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders,
all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller,
underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith; 

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

(j) after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or
supplement such registration statement or prospectus. 
 In addition, the Company shall ensure that, at all times after any registration
statement covering a public offering of securities of the Company under the Securities Act shall have become effective, its insider trading policy shall provide that the Company’s directors may implement a trading program under Rule 10b5-1 of
the Exchange Act. 
 2.5 Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action
pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of
disposition of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities. 
 2.6
Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings or qualifications pursuant to Section 2, including all registration, filing and qualification fees; printers’
and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $50,000, of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by
the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a
majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders
of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Sections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a
material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders
shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Sections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall
be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf. 
 2.7 Delay
of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or
implementation of this Section 2. 

  
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 2.8 Indemnification. If any Registrable Securities are included in a registration
statement under this Section 2: 
 (a) To the extent permitted by law, the Company will indemnify and hold harmless each selling
Holder, and the partners, members, officers, directors and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who
controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person or other aforementioned Person any legal or other
expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this
Section 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable
for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling Person or other
aforementioned Person expressly for use in connection with such registration. 
 (b) To the extent permitted by law, each selling Holder,
severally and not jointly, will indemnify and hold harmless the Company and each of its directors, each of its officers who has signed the registration statement, each Person (if any) who controls the Company within the meaning of the Securities
Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against
any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in
connection with such registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or
proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such
settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Sections
2.8(b) and (d) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct by such Holder. 

(c) Promptly after receipt by an indemnified party under this Section 2.8 of notice of the commencement of any action (including any
governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.8, give the indemnifying party
notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given,
and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an 

  
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indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and
expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any
other party represented by such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified
party under this Section 2.8, to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying party will not relieve it of any liability that it
may have to any indemnified party otherwise than under this Section 2.8. 
 (d) To provide for just and equitable contribution to
joint liability under the Securities Act in any case in which either: (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 2.8 but it is judicially determined (by the
entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this
Section 2.8 provides for indemnification in such case; or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Section 2.8, then, and in each such
case, such parties will contribute to the aggregate losses, claims, damages, liabilities or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the
indemnifying party and the indemnified party in connection with the statements, omissions or other actions that resulted in such loss, claim, damage, liability or expense, as well as to reflect any other relevant equitable considerations. The
relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material
fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however,
that, in any such case (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (y) no
Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided further that in no
event shall a Holder’s liability pursuant to this Section 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Section 2.8(b), exceed the proceeds from the offering received by such Holder (net of any
Selling Expenses paid by such Holder), except in the case of willful misconduct or fraud by such Holder. 
 (e) Notwithstanding the
foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions
in the underwriting agreement shall control. 
 (f) Unless otherwise superseded by an underwriting agreement entered into in connection
with the underwritten public offering, the obligations of the Company and Holders under this Section 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and otherwise shall
survive the termination of this Agreement. 

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

(a) make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times after
the effective date of the registration statement filed by the Company for the IPO; 
 (b) use commercially reasonable efforts to file with
the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and 

(c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a
written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the registration statement filed by the Company for the IPO), the Securities Act, and the
Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies) and (ii) such
other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting
requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form). 
 2.10
Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any
agreement with any holder or prospective holder of any securities of the Company that would (a) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect
to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include, (b) allow such holder or
prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such
securities will not reduce the number of the Registrable Securities of the Holders that are included, or (c) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective
holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Section 6.9. 

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

2.12 Restrictions on Transfer. 

(a) The Preferred Stock and the Registrable Securities shall not be sold, pledged or otherwise transferred, and the Company shall not
recognize and shall issue stop- transfer instructions to its transfer agent with respect to any such sale, pledge or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the
provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee or transferee of the Preferred Stock and the Registrable Securities held by such Holder to agree to take and hold such securities subject to the
provisions and upon the conditions specified in this Agreement. For the avoidance of doubt, all shares of Preferred Stock are freely transferable subject to applicable law, compliance with the provisions of Section 2.12(c) and the execution of
a joinder to this Agreement by the transferee of such shares of Preferred Stock. Notwithstanding the foregoing, the Company shall not require any transferee of shares pursuant to an effective registration statement or, following the IPO, SEC Rule
144, in each case, to be bound by the terms of this Agreement. 

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

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

THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER,
A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 
 The Holders consent to the Company making a notation in its records and
giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Section 2.12. 

(c) The holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of
this Section 2. Before any proposed sale, pledge or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction or following the IPO, the transfer is made
pursuant to SEC Rule 144, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge or transfer, provided that no such notice shall be required in connection if the intended sale, pledge or
transfer complies with SEC Rule 144. Each such notice shall describe the manner and circumstances of the proposed sale, pledge or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s
expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without
registration under the Securities Act, (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge or transfer of such Restricted Securities without registration will not result in a recommendation by the staff
of the SEC that action be taken with respect thereto, or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge or transfer of the Restricted Securities may be effected without
registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The
Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144; or (y) in any transaction in which such Holder transfers Restricted Securities to an Affiliate of such
Holder for no consideration; provided that with respect to transfers under the foregoing clause (y), each transferee agrees in writing to be 

  
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subject to the terms of this Section 2.12. Each certificate, instrument or book entry representing the Restricted Securities transferred as above provided shall be notated with, except if
such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Section 2.12(b), except that such certificate instrument or book entry shall not be notated with such restrictive legend if, in the opinion of
counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act. 

2.13 Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any
registration pursuant to Sections 2.1 or 2.2 shall terminate upon the earliest to occur of: 
 (a) the closing of a Deemed Liquidation
Event, as such term is defined in the Company’s Third Amended and Restated Certificate of Incorporation (the “Restated Certificate”); 

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

3.1 Delivery of Financial Statements. The Company shall deliver to each Major Investor: 

(a) as soon as practicable, but in any event within 120 days after the end of each fiscal year of the Company, (i) a balance sheet as of
the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public
accountants of nationally recognized standing selected by the Company; 
 (b) as soon as practicable, but in any event within 45 days after
the end of each of the first three quarters of each fiscal year of the Company, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such
fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); 

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

  
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 (d) as soon as practicable, but in any event within 30 days after the end of each month, an
unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial statements
may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); 

(e) as soon as practicable, but in any event 30 days before the end of each fiscal year, a budget and business plan for the next fiscal year,
prepared on a monthly basis, including balance sheets, income statements and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and 

(f) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as any Major Investor
may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or
confidential information (unless covered by an enforceable confidentiality agreement, in a form reasonably acceptable to the Company) or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and
its counsel. 
 If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in
respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. 

Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this
Section 3.1 during the period starting with the date 30 days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to
such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause
such registration statement to become effective. 
 3.2 Inspection. The Company shall permit each Major Investor, at such Major
Investor’s expense, to visit and inspect the Company’s properties, examine its books of account and records and discuss the Company’s affairs, finances and accounts with its officers, during normal business hours of the Company as may
be reasonably requested by the Major Investor; provided, however, that the Company shall not be obligated pursuant to this Section 3.2 to provide access to any information that it reasonably and in good faith considers to be a trade secret or
the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 

  
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 3.3 Termination of Information Rights. The covenants set forth in Sections 3.1 and
3.2 shall terminate and be of no further force or effect (a) immediately before the consummation of the IPO, (b) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange
Act, or (c) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first. 
 3.4
Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the
Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a
result of a breach of this Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information or (c) is or has been made known or disclosed
to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its and its Affiliates’
respective attorneys, accountants, consultants and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company, (ii) to any prospective purchaser of any Registrable Securities
from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.4, (iii) to any existing or prospective Affiliate, partner, partner of partners, member, stockholder or wholly owned subsidiary of
such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information, or (iv) as may otherwise be
required by law, regulation, rule, court order or subpoena, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. 

4. Rights to Future Stock Issuances. 

4.1 Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities laws, if the Company
proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems
appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3
promulgated under the Exchange Act, of such Major Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (x) agrees to enter into this Agreement and each of the Second Amended
and Restated Voting Agreement and Second Amended and Restated Right of First Refusal and Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such
agreement and (y) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor holding the fewest number of Preferred Stock and any other Derivative Securities. 

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

  
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 (b) By notification to the Company within 20 days after the Offer Notice is given, each
Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor
(including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Major Investor) bears to the total Common Stock
of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of all Preferred Stock and any other Derivative Securities then outstanding). At the expiration of such 20 day period, the Company shall promptly notify each
Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the 10 day period commencing after the Company
has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Major Investors were
entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred
Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any
other Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 4.1(b) shall occur within the later of 90 days of the date that the Offer
Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c). 
 (c) If all New Securities referred to in
the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b), the Company may, during the 90 day period following the expiration of the periods provided in Section 4.1(b), offer and sell the remaining
unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of
the New Securities within such period, or if such agreement is not consummated within 30 days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to
the Major Investors in accordance with this Section 4.1. 
 (d) The right of first offer in this Section 4.1 shall not be
applicable to (i) Exempted Securities (as defined in the Restated Certificate) and (ii) shares of Common Stock issued in the IPO. 

4.2 Termination. The covenants set forth in Section 4.1 shall terminate and be of no further force or effect (a) immediately
before the consummation of the IPO, in which all of the Preferred Stock is converted into Common Stock, (b) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or
(c) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first. 

  
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 5. Additional Covenants. 

5.1 Insurance. The Company shall obtain, within 90 days of the date hereof, from financially sound and reputable insurers Directors and
Officers liability insurance in an amount and on terms and conditions satisfactory to the Board, and will use commercially reasonable efforts to cause such insurance policy to be maintained until such time as the Board (including at least two
Preferred Directors) determines that such insurance should be discontinued. 
 5.2 Employee Agreements. The Company will cause
(i) each Person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) to enter into a nondisclosure and proprietary rights assignment agreement; and
(ii) each Key Employee to enter into a one year noncompetition and nonsolicitation agreement, substantially in the form approved by the Board. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or
in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board. 

5.3 Employee Stock. Unless otherwise approved by the Board (including at least two Preferred Directors), all future employees and
consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing
for (a) vesting of shares over a four year period, with the first 25% of such shares vesting following 12 months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following 36 months,
and (b) a market stand-off provision substantially similar to that in Section 2.11. Without the prior approval by the Board, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any stock purchase,
stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Section 5.3. In addition, unless otherwise approved by the Board, the Company shall retain a
“right of first refusal” on employee transfers until the Company’s IPO and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock. 

5.4 Matters Requiring Investor Director Approval. So long as the holders of Series B Preferred Stock are entitled to elect a Series B
Director, the Company hereby covenants and agrees with each of the Investors that it shall not, without approval of the Board, which approval must include the affirmative vote of at least two Preferred Directors: 

(a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other
corporation, partnership, or other entity or person unless it is wholly owned by the Company; 
 (b) make, or permit any subsidiary to
make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or
option plan approved by the Board; 

  
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 (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or
indirectly, any indebtedness except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; 
 (d)
make any investment inconsistent with any investment policy approved by the Board; 
 (e) incur any aggregate indebtedness in excess of
$1,000,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; 

(f) otherwise enter into or be a party to any transaction with any director, officer, or employee of the Company or any “associate”
(as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement or the Purchase Agreement; transactions resulting in payments to or by the Company in an aggregate amount less
than $120,000 per year; or transactions made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the Board; 

(g) hire, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to executive
officers; 
 (h) change the principal business of the Company, enter new lines of business, or exit the current line of business; 

(i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary
course of business; or 
 (j) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the
Company or to the Company of money or assets greater than $1,000,000. 
 5.5 Board Matters. Unless otherwise determined by the vote
of a majority of the directors then in office, the Board shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the nonemployee directors for all reasonable out-of-pocket travel expenses incurred
(consistent with the Company’s travel policy) in connection with attending meetings of the Board. Each Series B Director shall be entitled, at such person’s discretion, to be a member of any committee of the Board. 

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

  
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 5.7 Indemnification Matters. The Company hereby acknowledges that one or more of the
directors nominated to serve on the Board by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and certain of their
Affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Fund Director are primary and any obligation of the Fund
Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Fund
Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally permitted and as required by the Restated Certificate or
bylaws of the Company (or any agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the Fund Indemnitors, and (c) that it irrevocably waives, relinquishes and releases the Fund
Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any
such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such
advancement or payment to all of the rights of recovery of such Fund Director against the Company. The Fund Directors and the Fund Indemnitors are intended third-party beneficiaries of this Section 5.7
and shall have the right, power and authority to enforce the provisions of this Section 5.7 as though they were a party to this Agreement. 

5.8 Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Curative Ventures V LLC (together with its
Affiliates) (“Curative”), Vivo Capital Fund IX, L.P. (together with its Affiliates) (“Vivo”), Venrock Healthcare Capital Partners III, L.P. (together with its Affiliates) (“Venrock”), HBM Healthcare
Investments (Cayman) Ltd. (together with its Affiliates) (“HBM”), RA Capital Healthcare Fund, L.P. (together with its Affiliates) (“RA Capital”), Samsara BioCapital, L.P. (together with its Affiliates)
(“Samsara”), Baker Brothers Life Sciences, L.P. (together with its Affiliates) (“Baker”), ISTL Holdings Limited (together with its Affiliates) (“ISTL”), MW XO Health Innovations Fund, LP
(“MW”) and each of Wellington Management Company LLP (“Wellington”) and Wellington Biomedical Innovation Master Investors (Cayman) I L.P. (together with its affiliates, the “Wellington
Investor”) is a professional investment organization, and as such reviews the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Company’s business (as
currently conducted or as currently proposed to be conducted). The Company hereby agrees that, to the extent permitted under applicable law, each of Curative, Vivo, Venrock, HBM, RA Capital, Samsara, Baker, ISTL, MW, Wellington and the Wellington
Investor shall not be liable to the Company for any claim arising out of, or based upon, (a) the investment by Curative, Vivo, Venrock, HBM, RA Capital, Samsara, Baker, ISTL, MW, Wellington or the Wellington Investor in any entity competitive
with the Company, or (b) actions taken by any partner, officer or other representative of Curative, Vivo, Venrock, HBM, RA Capital, Samsara, Baker, ISTL, MW, Wellington or the Wellington Investor to


  
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assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a
detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to
this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. 

5.9 Foreign Corrupt Practices Act. The Company shall not, and shall not permit any of its subsidiaries or affiliates or any of its or
their respective directors, officers, managers, employees, independent contractors, representatives or agents to, promise, authorize or make any payment, or otherwise provide any item of value, directly or indirectly, to any foreign official or any
foreign political party or official thereof or candidate for foreign political office in violation of the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010, or any other applicable anti-bribery or
anti-corruption law. The Company shall, and shall cause each of its subsidiaries and affiliates to, cease all of its or their respective activities, as well as remediate any actions taken by the Company, its subsidiaries or affiliates, or any of
their respective directors, officers, managers, employees, independent contractors, representatives or agents in violation of the FCPA, the U.K. Bribery Act 2010, or any other applicable anti-bribery or anti-corruption law. The Company shall, and
shall cause each of its subsidiaries and affiliates to, maintain systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) to ensure compliance with the FCPA, the U.K. Bribery Act 2010,
or any other applicable anti- bribery or anti-corruption law. Upon request, the Company agrees to provide responsive information and/or certifications concerning its compliance with applicable anti-corruption laws. 

5.10 Termination of Covenants. The covenants set forth in this Section 5, except for Sections 5.6 and 5.7, shall terminate and be
of no further force or effect (a) immediately before the consummation of the IPO, in which all of the Preferred Stock is converted into Common Stock, (b) when the Company first becomes subject to the periodic reporting requirements of
Section 12(g) or 15(d) of the Exchange Act, or (c) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate, whichever event occurs first. 

5.11 No Use of Name. Without a Holder’s prior written consent, none of the Company, its subsidiaries, any other Holder or their
respective Affiliates shall use, publish, reproduce, or refer to such Holder, its related parties, controlling persons, or any similar name, trademark or logo, in any non-internal discussion, documents or materials, including without limitation for
marketing, advertising, publicity or other purposes. 
 6. Miscellaneous. 

6.1 Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a
transferee of Registrable Securities that (a) is an Affiliate of a Holder, (b) is a Holder’s Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder’s Immediate Family Members or
(c) after such transfer, holds at least 100,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations); provided, however, that (x) the Company is,
within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which 

  
 22 













 
such rights are being transferred, and (y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement,
including the provisions of Section 2.11. For the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate or stockholder of a Holder, (2) who
is a Holder’s Immediate Family Member, or (3) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with those of the transferring Holder; provided further
that all transferees who would not qualify individually for assignment of rights shall, as a condition to the applicable transfer, establish a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action
under this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon
any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein. 

6.2 Governing Law. This Agreement shall be governed by the internal law of the State of Delaware without regard for conflict of law
principles. 
 6.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the United States federal ESIGN Act of 2000,
e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. 

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

(a) All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given
upon the earlier of actual receipt or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail during the recipient’s normal business hours, and if not sent during normal business hours, then on the
recipient’s next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one business day after the business day of deposit with a nationally recognized
overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on Schedule A, or to the principal office of
the Company, in the case of the Company, or to such email address or address as subsequently modified by written notice given in accordance with this Section 6.5. 

(b) Consent to Electronic Notice. Each Investor consents to the delivery of any stockholder notice pursuant to the Delaware General
Corporation Law (the “DGCL”), as amended or superseded from time to time, by electronic transmission pursuant to Section 232 of the DGCL (or any successor thereto) at the electronic mail address set forth below such
Investor’s 

  
 23 













 
name on the Schedules hereto, as updated from time to time by notice to the Company, or as on the books of the Company. To the extent that any notice given by means of electronic transmission is
returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected electronic mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have
been given. Each Investor agrees to promptly notify the Company of any change in such stockholder’s electronic mail address, and that failure to do so shall not affect the foregoing. 

(c) Notwithstanding any of the foregoing, with respect to HBM Healthcare Investments (Cayman) Ltd. (“HBM”), only a
nationally recognized courier service (such as FedEx or DHL) shall be used to effectuate the delivery of any notices pursuant to this Section 6.5, and such notice or other communication for purpose of this Agreement shall not be treated as
effective or having been given if some other delivery method is utilized; provided, however, that if such notice is being sent internationally, it shall not be deemed defective if such courier does not deliver such notice on the next
business day following deposit (provided that such notice shall be deemed delivered on the date of delivery by such courier service), and provided further, that HBM may agree to receive notice in some other manner set forth in this
Section 6.5 by written election; and a copy (which shall not constitute notice) shall also be sent to Sidley Austin LLP, 1999 Avenue of the Stars, 17th Floor, Los Angeles, California 90067, Attention: Mehdi Khodadad. 

6.6 Amendments and Waivers. Any term of this Agreement may be amended, modified or terminated and the observance of any term of this
Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the holders of a majority of the Preferred Stock then outstanding (voting together as
a single class on an as-converted basis), which majority must include (X) a majority of the Series B Preferred Stock then outstanding and (Y) the Requisite Series C Majority (as defined in the Restated Certificate); provided that the
Company may in its sole discretion waive compliance with Section 2.12(c) (and the Company’s failure to object promptly in writing after notification of a proposed assignment allegedly in violation of Section 2.12(c) shall be deemed to
be a waiver); and provided further that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing, (a) this Agreement may not be amended,
modified or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, modification, termination or waiver applies to all Investors in the same
fashion (it being agreed that a waiver of the provisions of Section 4 with respect to a particular transaction shall be deemed to apply to all Major Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact
that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction); (b) Sections 3.1 and 3.2, Section 4 and any other section of this Agreement applicable to the Major Investors (including this
clause (b) of this Section 6.6) may not be amended, modified, terminated or waived without the written consent of the holders of a majority of the Preferred Stock then outstanding and held by the Major Investors (voting together as a
single class on an as-converted basis), which majority must include (A) a majority of the Series B Preferred Stock then outstanding and held by the Major Investors and (B) a majority of the Series C Preferred Stock then outstanding and
held by the Major Investors (including at least one-third of the shares of Series C Preferred Stock held by Major Investors 

  
 24 













 
holding shares of Series C Preferred Stock who do not also hold any shares of Series B Preferred Stock); and (c) the definition of “Major Investor” may not be amended to increase
the number of shares required to be deemed a “Major Investor” without the written consent of each Major Investor as of the date of this Agreement. Notwithstanding the foregoing, Schedule A hereto may be amended by the Company from
time to time to add transferees of any Registrable Securities in compliance with the terms of this Agreement without the consent of the other parties; and Schedule A hereto may also be amended by the Company after the date of this Agreement
without the consent of the other parties to add information regarding any additional Investor who becomes a party to this Agreement in accordance with Section 6.9. The Company shall give prompt notice of any amendment or termination hereof or
waiver hereunder to any party hereto that did not consent in writing to such amendment, termination or waiver. Any amendment, termination or waiver effected in accordance with this Section 6.6 shall be binding on all parties hereto, regardless
of whether any such party has consented thereto. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term,
condition or provision. 
 6.7 Severability. In case any one or more of the provisions contained in this Agreement is for any reason
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal or unenforceable provision shall be reformed and construed
so that it will be valid, legal and enforceable to the maximum extent permitted by law. 
 6.8 Aggregation of Stock. All shares of
Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any
manner they deem appropriate. 
 6.9 Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company
issues additional shares of the Company’s Series C Preferred Stock after the date hereof, any purchaser of such shares may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement,
and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed
in writing to be bound by all of the obligations as an “Investor” hereunder. 
 6.10 Entire Agreement. This Agreement
(including any Schedules and Exhibits hereto) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof
existing between the parties is expressly canceled. Upon the effectiveness of this Agreement, the Prior Agreement shall be deemed amended and restated and superseded and replaced in its entirety by this Agreement, and shall be of no further force or
effect. 
 6.11 Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the
federal or state courts located in the state of Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based
upon this Agreement except in the federal or state courts located in the state of Delaware, (c)

  
 25 













 
hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the
above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or
the subject matter hereof may not be enforced in or by such court, and (d) agree to be subject to service of process in the state of Delaware by service of process directed to the address to which notices are to be sent as set forth in
Section 6.5. 
 WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT
RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH
OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. 
 Each party will bear its own costs in respect of any disputes
arising under this Agreement. The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. 

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

  
 26 













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

			
	COMPANY:
	
	INSTIL BIO, INC.
		
	By:	 	/s/ Bronson Crouch
	Name:	 	Bronson Crouch
	Title:	 	Chief Executive Officer


 
			
		
	Address:	 	3963 Maple Avenue, Suite 350
		 	Dallas, TX 75219



  
 [SIGNATURE PAGE TO
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

			
	INVESTOR:
	
	AllianceBernstein L.P., on behalf of its certain discretionary managed accounts:
	
	AB CAP FUND, INC.—AB SMALL CAP GROWTH PORTFOLIO
	
	AB DISCOVERY GROWTH FUND, INC.
		
	By:	 	/s/ Paul A. Emerson
	Name:	 	Paul A. Emerson
	Title:	 	Assistant Secretary



  
 [SIGNATURE PAGE TO
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

			
	INVESTOR:
	
	ArrowMark Fundamental Opportunity Fund, L.P.
		
	By:	 	its Investment Adviser
	 ArrowMark Colorado Holdings LLC



  

			
		
	By:	 	/s/ Kirk Reid
	Name:	 	Kirk Reid
	Title:	 	COO


  

			
	ArrowMark Life Science Fund, LP
		
	By:	 	its Investment Adviser


 
			
	ArrowMark Colorado Holdings LLC
		
	By:	 	/s/ Kirk Reid
	Name:	 	Kirk Reid
	Title:	 	COO



  
 [SIGNATURE PAGE TO
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

			
	INVESTOR:
	
	ISTL HOLDINGS LIMITED
		
	By:	 	/s/ Colm O’Connell
	Name:	 	Colm O’Connell
	Title:	 	Authorized Signatory



  
 [SIGNATURE PAGE TO
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

			
	INVESTOR:
	
	MW XO HEALTH INNOVATIONS FUND, LP
		
	 By:
	 	Marshall Wace North America, LP
	 Its:
	 	Investment Manager


  

			
	 By:
	 	Marshall Wace LLC
	 Its:
	 	General Partner of the Investment Manager


  

			
	 By:
	 	/s/ Michael Sargent
	 Name:
	 	Michael Sargent
	Title: 	 	Authorised Signatory


  

			
	By:	 	/s/ Duncan Ford
	 Name:
	 	Duncan Ford
	Title: 	 	Authorised Signatory



  
 [SIGNATURE PAGE TO
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

			
	INVESTOR:
	
	667, L.P.
	
	By: BAKER BROS. ADVISORS LP, management company and investment adviser to 667, L.P., pursuant to authority granted to it by Baker Biotech Capital, L.P., general partner to 667, L.P., and not as the general
partner.


  

			
	By:	 	/s/ Scott Lessing


 
			
	Name:	 	Scott L. Lessing


 
			
	Title:	 	President


  

			
	BAKER BROTHERS LIFE SCIENCES, L.P.
	
	By: BAKER BROS. ADVISORS LP, management company and investment adviser to Baker Brothers Life Sciences, L.P., pursuant to authority granted to it by Baker Brothers Life Sciences Capital, L.P., general partner to Baker
Brothers Life Sciences, L.P., and not as the general partner


  

			
	By:	 	/s/ Scott Lessing


 
			
	Name:	 	Scott L. Lessing


 
			
	Title:	 	President



  
 [SIGNATURE PAGE TO
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

			
	INVESTOR:
	
	CURATIVE VENTURES V LLC


  

			
	By:	 	/s/ Bronson Crouch


 
			
	Name:	 	Bronson Crouch


 
			
	Title:	 	Partner



  
 [SIGNATURE PAGE TO
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

			
	INVESTOR:
	
	GC&H INVESTMENTS, LLC


  

			
	By:	 	/s/ Jim Kindler


 
			
	Name:	 	Jim Kindler


 
			
	Title:	 	Manager



  
 [SIGNATURE PAGE TO
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

			
	INVESTOR:
	
	HBM HEALTHCARE INVESTMENTS (CAYMAN) LTD.


  

			
	By:	 	/s/ Jean-Marc LeSieur


 
			
	Name:	 	Jean-Marc LeSieur


 
			
	Title:	 	Director



  
 [SIGNATURE PAGE TO
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

			
	INVESTOR:
	
	IBISBILL, LP
		
	By:	 	CPMG, Inc.
	Its:	 	General Partner
		
	By:	 	/s/ John Bateman


 
			
	Name:	 	John E. Bateman
	Title:	 	Chief Operating Officer



  
 [SIGNATURE PAGE TO
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

			
	INVESTOR:
	
	LOGOS OPPORTUNITIES FUND II, L.P.
		
	By:	 	 Logos Opportunities GP, LLC



 
			
	 Its General Partner

		
	By:	 	/s/ Graham Walmsley


 
			
	Name:	 	Graham Walmsley
	Title:	 	Managing Member
		
	Address:	 	1 Letterman Drive
		 	Building D, Suite D3-700
		 	San Francisco, CA 94129


 
			
		
	By:	 	/s/ Arsani William


 
			
	Name:	 	 Arsani William

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



  
 [SIGNATURE PAGE TO
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

			
	INVESTOR:
	
	RA CAPITAL HEALTHCARE FUND, L.P.
		
	By:	 	 RA Capital Healthcare Fund GP, LLC

	Its:	 	General Partner


 
			
		
	By:	 	/s/ Peter Kolchinsky


 
			
	Name:	 	Peter Kolchinsky
	Title:	 	Manager



  
 [SIGNATURE PAGE TO
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

			
	INVESTOR:
	
	RA CAPITAL NEXUS FUND, L.P.
		
	By:	 	RA Capital Nexus Fund GP, LLC
	Its:	 	General Partner


 
			
		
	By:	 	/s/ Peter Kolchinsky


 
			
	Name:	 	Peter Kolchinsky
	Title:	 	Manager



  
 [SIGNATURE PAGE TO
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

			
	INVESTOR:
	
	SAMSARA BIOCAPITAL, L.P.
		
	By:	 	 Samsara BioCapital GP, LLC,
 General
Partner



 
			
		
	By:	 	/s/ Srinivas Akkaraju


 
			
	Name:	 	Srinivas Akkaraju, MD, PhD
	Title:	 	Managing Member



  
 [SIGNATURE PAGE TO
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

			
	INVESTOR:
	
	VENROCK HEALTHCARE CAPITAL PARTNERS III, L.P.
	
	By: VHCP Management III, LLC, its general partner
	By: VR Advisor, LLC, its manager
	
	VHCP CO-INVESTMENT HOLDINGS III, LLC
	
	By: VHCP Management III, LLC, its manager
	By: VR Advisor, LLC, its manager
		
	By:	 	/s/ Nimish Shah
		 	Authorized Signatory 
	
	VENROCK HEALTHCARE CAPITAL PARTNERS EG, L.P.
	
	By: VHCP Management EG, LLC, its general partner
		
	By:	 	/s/ Nimish Shah 
		 	Authorized Signatory



  
 [SIGNATURE PAGE TO
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

			
	INVESTOR:
	
	VIVO CAPITAL FUND IX, L.P.
	
	By: Vivo Capital IX, LLC, General Partner
		
	By:	 	/s/ Jack Nielsen


 
			
	Name:	 	Jack Nielsen
	Title:	 	Managing Member



  
 [SIGNATURE PAGE TO
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

			
	INVESTOR:
	
	WELLINGTON BIOMEDICAL INNOVATION MASTER INVESTORS (CAYMAN) I L.P.
	
	By: Wellington Management Company LLP, as investment adviser
		
	By:	 	/s/ Peter McIsaac


 
			
	Name:	 	Peter McIsaac
	Title:	 	Managing Director and Counsel



  
 [SIGNATURE PAGE TO
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 













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

			
	 INVESTOR:

	
	Fidelity Select Portfolios: Biotechnology Portfolio
		
	By:	 	/s/ James Wegmann


 
			
	Name:	 	James Wegmann
	Title:	 	Authorized Signatory


  

			
	Fidelity Advisor Series VII: Fidelity Advisor Biotechnology Fund
		
	By:	 	/s/ James Wegmann


 
			
	Name:	 	James Wegmann
	Title:	 	Authorized Signatory


  

			
	Fidelity Securities Fund: Fidelity Small Cap Growth Fund
		
	By:	 	/s/ James Wegmann


 
			
	Name:	 	James Wegmann
	Title:	 	Authorized Signatory


  

			
	Fidelity Securities Fund: Fidelity Small Cap Growth K6 Fund
		
	By:	 	/s/ James Wegmann


 
			
	Name:	 	James Wegmann
	Title:	 	Authorized Signatory


  

			
	Fidelity Capital Trust: Fidelity Flex Small Cap Fund—Small Cap Growth Subportfolio


 
			
		
	By:	 	/s/ James Wegmann
	Name:	 	James Wegmann
	Title:	 	Authorized Signatory



  
 [SIGNATURE PAGE TO
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 













 SCHEDULE A 

INVESTORS 
  

	
	 Name, Email and Address

	
	 Curative Ventures V LLC
 3963 Maple Avenue,
#350
 Dallas, TX 75219
 Email:
bc@curativeventures.com

	
	 Vivo Capital Fund IX, L.P.
 c/o: Vivo Capital,
LLC
 192 Lytton Avenue
 Palo Alto, CA 94301

Attn: General Counsel
 Email: legal@vivocapital.com

	
	 Venrock Healthcare Capital Partners III, L.P.
 7
Bryant Park, 23rd Floor
 New York, NY 10018

Email: ssouther@venrock.com

	
	 VHCP Co-Investment Holdings III, LLC
 7 Bryant
Park, 23rd Floor
 New York, NY 10018

Email: ssouther@venrock.com

	
	 Venrock Healthcare Capital Partners EG, L.P.
 7
Bryant Park, 23rd Floor
 New York, NY 10018

Email: ssouther@venrock.com

	
	 Samsara BioCapital, L.P.
 628 Middlefield
Road
 Palo Alto, CA 94301
 Email:
srini@samsaracap.com

	
	 HBM Healthcare Investments (Cayman) Ltd.

Governors Square
 Suite #4-212-2

23 Lime Tree Bay Avenue
 West Bay

Grand Cayman, Cayman Islands















	
	 Name, Email and Address

	
	 RA Capital Healthcare Fund, L.P.
 c/o RA Capital
Management, L.P.
 200 Berkeley Street
 18th Floor
 Boston, MA 02116

Attn: General Counsel

	
	 Blackwell Partners LLC – Series A
 280 S.
Magnum Street
 Suite 210
 Durham, NC 27701

Attn: Jannine Lall

	
	 RA Capital Nexus Fund, L.P.
 c/o RA Capital
Management, L.P.
 200 Berkeley Street
 18th Floor
 Boston, MA 02116

Attn: General Counsel

	
	 Ibisbill, LP
 c/o CPMG, Inc.

2000 McKinney Ave., Suite 2125
 Dallas, TX 75201

Attn: John E. Bateman
 Email: jb@cpmg-inc.com

	
	 Wellington Biomedical Innovation Master Investors (Cayman) I L.P.

c/o Wellington Management Company LLP
 Legal and Compliance

280 Congress Street
 Boston, MA 02210

Attn: Peter McIsaac, Managing Director and Counsel
 Email:
#legal-ecm@wellington.com
  
 With a copy (which shall not constitute notice) to:

Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street
 Boston,
MA 02109
 Attn: Jason L. Kropp
 Email:
jason.kropp@wilmerhale.com

	
	 Baker Brothers Life Sciences, L.P.
 860
Washington St., 3rd Floor
 New York, NY
10014



  
 A-2 














	
	 Name, Email and Address

	
	 667, L.P.
 860 Washington St., 3rd Floor
 New York, NY 10014

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

Email: graham@logoscapital.com

	
	 GC&H Investments, LLC
 101 California
Street, 5th Floor
 San Francisco, CA 94111

Attn: Jim Kindler
 Email: kindlerjd@cooley.com

	
	 AB Cap Fund, Inc. - AB Small Cap Growth Portfolio

c/o AllianceBernstein, L.P.
 Attn: AB Middle Office

One Nashville Place
 150 4th Avenue North

Nashville, TN 37219
 Email Address:
MiddleOffice@alliancebernstein.com

	
	 AB Discovery Growth Fund, Inc.
 c/o
AllianceBernstein, L.P.
 Attn: AB Middle Office
 One Nashville
Place
 150 4th Avenue North
 Nashville, TN 37219

Email Address: MiddleOffice@alliancebernstein.com

	
	 ArrowMark Life Science Fund, LP
 100 Fillmore
Street, Suite 325
 Denver, CO 80206
 Attn: Tony Yao and Erin
Robinson
 Email: Tyao@arrowmarkpartners.com;

erobinson@arrowmarkpartners.com

	
	 ArrowMark Fundamental Opportunity Fund, L.P.

100 Fillmore Street, Suite 325
 Denver, CO 80206

Attn: Tony Yao and Erin Robinson
 Email:
Tyao@arrowmarkpartners.com;
 erobinson@arrowmarkpartners.com



  
 A-3 














	
	 Name, Email and Address

	
	 MW XO Health Innovations Fund, LP
 DMS Corporate
Services Ltd
 PO Box 1344, Suite 5B20, 2nd Floor

One Nexus Way, Camana Bay
 Grand Cayman KY1-1108, Cayman
Islands
  
 With a copy (which shall not constitute notice) to:

Crowell & Moring LLP
 Attn: Lex Eley

1001 Pennsylvania Ave. NW
 Washington, DC 20004

	
	 ISTL Holdings Limited
 89 Nexus Way

Camana Bay
 P.O. Box 31106

Grand Cayman KY1-1205
 Cayman Islands

Email: myi@hillhousecap.com;

jason.zhang@hhresearch.com;

legal@hillhousecap.com
  

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

Goodwin Procter, The New York Times Building
 620 Eighth
Avenue
 New York, NY 10018
 United States

For the attention of: Yash Rana and Chi Pan

Email: yrana@goodwinlaw.com; chipan@goodwinlaw.com

	
	 Fidelity Select Portfolios: Biotechnology Portfolio

Mag & Co.
 c/o Brown Brothers Harriman & Co.

Attn: Corporate Actions /Vault
 140 Broadway

New York, NY 10005

BBH.Fidelity.CA.Notifications@BBH.com

	
	 Fidelity Advisor Series VII: Fidelity Advisor Biotechnology Fund

State Street Bank & Trust
 PO Box 5756

Boston, Massachusetts 02206
 Attn: Bangle & Co fbo
Fidelity Advisor Series VII: Fidelity
 Advisor Biotechnology Fund

Email: SSBCORPACTIONS@StateStreet.com
 Fax number:
617-988-9110



  
 A-4 














	
	 Name, Email and Address

	 Fidelity Securities Fund: Fidelity Small Cap Growth Fund

Mag & Co.
 c/o Brown Brothers Harriman & Co.

Attn: Corporate Actions /Vault
 140 Broadway

New York, NY 10005

BBH.Fidelity.CA.Notifications@BBH.com

	
	 Fidelity Securities Fund: Fidelity Small Cap Growth K6 Fund

BNY Mellon
 PO Box 392002

Pittsburgh PA 15230

fidelitycorporateevents@bnymellon.com

	
	 Fidelity Capital Trust: Fidelity Flex Small Cap Fund - Small Cap

Growth Subportfolio
 State Street Bank & Trust

PO Box 5756
 Boston, Massachusetts 02206

Attn: ISLANDMOORING CO FBO Fidelity Capital Trust: Fidelity
 Flex
Small Cap Fund - Small Cap Growth Subportfolio
 Email: SSBCORPACTIONS@StateStreet.com

Fax number: 617-988-9110



  
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