Exhibit 4.2


 


FOURTH AMENDED AND RESTATED INVESTORS’
RIGHTS AGREEMENT


 






    


     


    

 


TABLE OF CONTENTS


 


	 	 	 	 	 	Page	 
	1.	Definitions	 	 	1	 
	2.	Registration
    Rights	 	 	6	 
	 	2.1	 	Demand
    Registration	 	 	6	 
	 	2.2	 	Company
    Registration	 	 	7	 
	 	2.3	 	Underwriting
    Requirements	 	 	7	 
	 	2.4	 	Obligations
    of the Company	 	 	9	 
	 	2.5	 	Furnish
    Information	 	 	10	 
	 	2.6	 	Expenses
    of Registration	 	 	10	 
	 	2.7	 	Delay
    of Registration	 	 	11	 
	 	2.8	 	Indemnification	 	 	11	 
	 	2.9	 	Reports
    Under Exchange Act	 	 	13	 
	 	2.10	 	Limitations
    on Subsequent Registration Rights	 	 	14	 
	 	2.11	 	“Market
    Stand-off’ Agreement	 	 	14	 
	 	2.12	 	Restrictions
    on Transfer	 	 	15	 
	 	2.13	 	Termination
    of Registration Rights	 	 	17	 
	3.	Information
    and Observer Rights	 	 	17	 
	 	3.1	 	Delivery
    of Financial Statements	 	 	17	 
	 	3.2	 	Inspection	 	 	18	 
	 	3.3	 	Observer
    Rights	 	 	18	 
	 	3.4	 	Termination
    of Information Rights	 	 	19	 
	 	3.5	 	Confidentiality	 	 	19	 
	 	3.6	 	Material
    Non-Public Information	 	 	20	 
	4.	Rights
    to Future Stock Issuances	 	 	20	 
	 	4.1	 	Right
    of First Offer	 	 	20	 
	 	4.2	 	Termination	 	 	21	 
	5.	Additional
    Covenants	 	 	21	 
	 	5.1	 	Insurance	 	 	21	 
	 	5.2	 	Employee
    Agreements	 	 	22	 
	 	5.3	 	Employee
    Stock	 	 	22	 
	 	5.4	 	Matters
    Requiring Investor Director Approval	 	 	22	 
	 	5.5	 	Board
    Matters	 	 	23	 
	 	5.6	 	Successor
    Indemnification	 	 	23	 
	 	5.7	 	Indemnification
    Matters	 	 	24	 
	 	5.8	 	Qualified
    Small Business Stock	 	 	24	 
	 	5.9	 	FCPA	 	 	24	 
	 	5.10	 	Publicity	 	 	25	 
	 	5.11	 	Expenses
    of Counsel	 	 	26	 
	 	5.12	 	Critical
    Technology Matters	 	 	26	 
	 	5.13	 	Munitions	 	 	26	 
	 	5.14	 	Subsidiary
    Governance	 	 	26	 
	 	5.15	 	Harassment
    Policy	 	 	26	 
	 	5.16	 	Termination
    of Covenants	 	 	27	 


 






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	6.	Miscellaneous	 	 	27	 
	 	6.1	 	Successors
    and Assigns	 	 	27	 
	 	6.2	 	Governing
    Law	 	 	27	 
	 	6.3	 	Counterparts	 	 	27	 
	 	6.4	 	Titles
    and Subtitles	 	 	27	 
	 	6.5	 	Notices	 	 	28	 
	 	6.6	 	Amendments
    and Waivers	 	 	28	 
	 	6.7	 	Severability	 	 	29	 
	 	6.8	 	Aggregation
    of Stock	 	 	29	 
	 	6.9	 	Additional
    Investors	 	 	30	 
	 	6.10	 	Entire
    Agreement	 	 	30	 
	 	6.11	 	Dispute
    Resolution	 	 	30	 
	 	6.12	 	Delays
    or Omissions	 	 	31	 
	 	6.13	 	Right
    to Conduct Activities	 	 	31	 
	 	6.14	 	Limitation
    of Liability	 	 	31	 





	Schedule
    A	 	—
    	 	Schedule
    of Investors
	Schedule
    B	 	—
    	 	Affiliates
    of Clarus Lifesciences III, L.P.


 






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THIS FOURTH AMENDED AND RESTATED INVESTORS’
RIGHTS AGREEMENT


 


THIS FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
(this “Agreement”), is made as of the 24th day of July, 2020, by and among Praxis Precision Medicines, 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 to this Agreement in accordance with Section 6.9 hereof, each
an “Investor” and together the “Investors”).


 


RECITALS


 


WHEREAS,
certain of the Investors (the “Existing Investors”) hold shares of the Company’s Series A Preferred Stock,
Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock and/or shares of Common Stock issued upon
conversion thereof and possess registration rights, information rights, rights of first offer, and other rights pursuant to the Third
Amended and Restated Investors’ Rights Agreement dated as of November 18, 2019 between the Company and such Investors (the
 “Prior Agreement”); and


 


WHEREAS,
the Existing Investors comprise the Investor Majority (as defined in the Prior Agreement), and desire to amend and restate the Prior
Agreement in its entirety and to accept the rights and obligations created pursuant to this Agreement in lieu of the rights and obligations
granted to them under the Prior Agreement; and


 


WHEREAS,
certain of the Investors are parties to that certain Series C-1 Preferred Stock Purchase Agreement of even date herewith between
the Company and certain of the Investors (the “Purchase Agreement”).


 


NOW,
THEREFORE, the Existing Investors hereby agree that the Prior Agreement shall be amended and restated, and the parties to
this Agreement further agree as follows:


 


1. Definitions. For purposes of this Agreement:


 


“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 or other investment
fund now or hereafter existing that is controlled by one or more general partners or managing members or investment advisers of, or shares
the same management company or investment adviser with, such Person; the terms “control” and “controlled” meaning
ownership of fifty percent (50%) or more, including ownership by one or more trusts with substantially the same beneficial interests,
of the voting and equity rights of such Person or the power to direct the management of such Person. Notwithstanding the foregoing, where
the term “Person” refers to Novo Holdings A/S, in lieu of the foregoing definition, the term “Affiliate”
shall mean Novo Ventures (US) Inc., any partner, executive officer or director of Novo or any venture capital fund or other Person now
or hereafter existing formed for the purpose of making investments in other Persons that is controlled by or under common control with
Novo, and for the avoidance of doubt, shall not include any other affiliate of Novo. Further notwithstanding the foregoing, where the
term “Person” refers to Clarus, in lieu of the foregoing definition, the term “Affiliate” shall mean (a) any
fund or other Person now or hereafter existing or hereafter formed, in each case, (i) for the purpose of making investments in other
Persons and (ii) that is under common management with Clarus, including without limitation any such fund or Person for which Clarus
Ventures LLC provides management services, and (b) any general partner, managing member, officer, managing director or director
of Clarus or Clarus Ventures III GP, L.P. or any of the funds listed on Schedule B or described in the following clause (c), (c) any
fund or other Person now or hereafter existing, the management of which is controlled by The Blackstone Group L.P., formed for the purpose
of making at least 25% of its investments in other Persons that are engaged in the research, development, production or distribution
of human therapeutic products or services, and (d) any fund or other Person now or hereafter existing formed for the purpose of
making investments in other Persons that is under management of any general partner, managing member, officer, managing director or director
of Clarus or Clarus Ventures III GP, L.P. or under management of an entity in which any general partner, managing member, officer, managing
director or director of Clarus or Clarus Ventures III GP, L.P. is a general partner, managing member, officer, managing director or director.
For the avoidance of doubt, “Affiliates” of Clarus include those listed on Schedule B and Schedule B shall
be automatically deemed updated to include any new funds under the Blackstone Life Sciences (or its successor) umbrella added in the
future.


 






    


     


    

 


“Al-Rayyan” means Al-Rayyan Holding LLC, a Qatar
Financial Center registered limited liability company, and for purposes of Section 5.10, shall include Qatar Investment Authority,
their Affiliates and all instrumentalities of the State of Qatar and their associates.


 


“Clarus” means Clarus Lifesciences III, L.P. or
any transferee, assignee or successor in such stockholder’s interest in the Company.


 


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


 


“Competitor” means a Person engaged, directly or
indirectly (including through any partnership, limited liability company, corporation, joint venture or similar arrangement (whether
now existing or formed hereafter)), in the same or similar business as the Company, as reasonably determined by the Board of Directors,
but shall not include any financial investment firm, institutional investor or investment vehicle. Notwithstanding the above, for purposes
of Section 4 of this Agreement, Gilead Sciences, Novo Holdings A/S, Novo Ventures (US) Inc., Clarus, Vida, Purdue Neuroscience
Company, Point72 Biotech, OCV, Citadel Multi-Strategy Equities Master Fund Ltd. (“Surveyor”), Al-Rayyan and Eventide
and their respective Affiliates shall not be deemed to be a Competitor.


 


“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.


 






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“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.


 


“Eventide” means the Mutual Fund Series Trust,
On Behalf Of Eventide Healthcare & Life Sciences Fund or any transferee, assignee or successor in such stockholder’s interest
in the Company.


 


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


 


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


 


“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.


 


“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.


 


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


 


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


 


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


 


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


 


“Investor Majority” means (i) the Investors
holding a majority of the then outstanding Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock,
Series C Preferred Stock and Series C-1 Preferred Stock (voting together as a single class, and not as separate series, on
an as-converted basis) then held by the Investors and (ii) at least two of the following three Purchasers (as defined in the Purchase
Agreement): Clarus, Novo and Vida.


 






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


 


“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).


 


“Major Investor” means any Investor that, individually
or together with such Investor’s Affiliates, holds at least Two Million (2,000,000) shares of Registrable Securities (as adjusted
for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof).


 


“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.


 


“Novo” means Novo Holdings A/S or any transferee,
assignee or successor in such stockholder’s interest in the Company.


 


“OCV” means OCV Fund I, L.P. or any transferee,
assignee or successor in either such stockholders’ interest in the Company.


 


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


 


“Point72 Biotech” means Point72 Biotech Private
Investments, LLC or any transferee, assignee or successor in such stockholder’s interest in the Company.


 


“Preferred Directors” means the directors of the
Company elected solely by the holders of record of either the Series A Preferred Stock or the Series B Preferred Stock and
Series B-1 Preferred Stock pursuant to the Company’s Certificate of Incorporation.


 


“Preferred Stock” means the Series A Preferred
Stock, the Series B Preferred Stock, the Series B-1 Preferred Stock, the Series C Preferred Stock and the Series C-1
Preferred Stock.


 


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


 






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“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.


 


“Restricted Securities” means the securities of
the Company required to be notated with the legend set forth in Subsection 2.12(b) hereof.


 


“SEC” means the Securities and Exchange Commission.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Series B-1 Preferred Stock” means shares
of the Company’s Series B-1 Preferred Stock, par value $0.0001 per share.


 


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


 


“Series C-1 Preferred Stock” means shares
of the Company’s Series C Preferred Stock, par value $0.0001 per share.


 


“Vida” means Vida Ventures, LLC or any transferee,
assignee or successor in such stockholder’s interest in the Company.


 






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


 


2.1 Demand Registration.



 


(a) Form S-1 Demand. If at any time after one hundred
eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of
a majority of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to
Registrable Securities having an anticipated aggregate offering price, net of Selling Expenses, of at least $10,000,000, then the Company
shall (i) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”)
to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within sixty (60) days after
the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering
all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested
to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty
(20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and
2.3.


 


(b) Form S-3 Demand. If at any time when it is eligible
to use a Form S-3 registration statement, the Company receives a request from Holders of a majority 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 $3,000,000, then the Company shall (i) within
ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as
soon as practicable, and in any event within forty- five (45) days after the date such request is given by the Initiating Holders, file
a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such
registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date
the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.


 


(c) Notwithstanding the foregoing obligations, if the Company
furnishes to Holders requesting a registration pursuant to this Subsection 2.1 a certificate signed by the Company’s chief
executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental
to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such
registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with
a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature
disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render
the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer
taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly,
for a period of not more than one hundred twenty (120) days after the request of the Initiating Holders is given; provided, however,
that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company
shall not register any securities for its own account or that of any other stockholder during such one hundred twenty (120) day period
other than an Excluded Registration.


 






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(d) The Company shall not be obligated to effect, or to take
any action to effect, any registration pursuant to Subsection 2.1(a) (i) during the period that is sixty (60) days before
the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the
effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially
reasonable efforts to cause such registration statement to become effective; (ii) after the Company has effected two registrations
pursuant to Subsection 2.1(a); or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities
that may be immediately registered on Form S-3 pursuant to a request made pursuant to Subsection 2.1(b). The Company shall
not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(b) (i) during the
period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is
ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing
in good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company has
effected two registrations pursuant to Subsection 2.1(b) within the twelve (12) month period immediately preceding the date
of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(d) until
such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their
request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration
statement pursuant to Subsection 2.6, in which case such withdrawn registration statement shall be counted as “effected”
for purposes of this Subsection 2.1(d).


 


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


 


2.3 Underwriting Requirements.


 


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


 






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


 






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


 


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


 


(a) prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective
and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement
effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration
statement has been completed; provided, however, that (i) such one hundred twenty (120) day period shall be extended
for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common Stock (or other securities)
of the Company, from selling any securities included in such registration, and (ii) in the case of any registration of Registrable
Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC
rules, such one hundred twenty (120) day period shall be extended for up to one hundred eighty (180) 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;


 






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


 


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


 


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


 


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


 


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


 


2.5 Furnish Information. It shall be a condition precedent
to the obligations of the Company to take any action pursuant to this Section 2.5 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 [0], including all registration,
filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable
fees and disbursements, not to exceed $50,000, of one counsel for the selling Holders (“Selling Holder Counsel”),
shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses
of any registration proceeding begun pursuant to Subsection 2.1 if the registration request is subsequently withdrawn at the request
of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses
pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders
of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsections 2.1(a) or
2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of
a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their
request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required
to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b).
All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2.6 shall be borne and paid by
the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.


 






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


 


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


 


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


 


(b) To the extent permitted by law, each selling Holder, severally
and not jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration
statement, each Person (if any), who controls the Company within the meaning of the Securities Act, legal counsel and accountants for
the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement,
and any controlling Person of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages
arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or
on behalf of such selling Holder expressly for use in connection with such registration; and each such selling Holder will pay to the
Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating
or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however,
that the indemnity agreement contained in this Subsection 2.8(b) shall not apply to amounts paid in settlement of any such
claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld;
and provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Subsections
2.8(b) and 2.8(d) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid
by such Holder), except in the case of fraud or willful misconduct by such Holder.


 






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(c) Promptly after receipt by an indemnified party under this
Subsection 2.8 of notice of the commencement of any action (including any governmental action) for which a party may be entitled
to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party
under this Subsection 2.8, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the
right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying
party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided,
however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one
counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation
of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to
the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability
to the indemnified party under this Subsection 2.8, to the extent that such failure materially prejudices the indemnifying party’s
ability to defend such action. The failure to give notice to the indemnifying party will not relieve it of any liability that it may
have to any indemnified party otherwise than under this Subsection 2.8.


 


(d) To provide for just and equitable contribution to joint liability
under the Securities Act in any case in which either: (i) any party otherwise entitled to indemnification hereunder makes a claim
for indemnification pursuant to this Subsection 2.8 but it is judicially determined (by the entry of a final judgment or decree
by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification
may not be enforced in such case, notwithstanding the fact that this Subsection 2.8 provides for indemnification in such case,
or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided
under this Subsection 2.8, then, and in each such case, such parties will contribute to the aggregate losses, claims, damages,
liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect
the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other
actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations.
The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether
the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information
supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information,
and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case (x) no
Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and
sold by such Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation; and provided further that in no event shall a Holder’s liability pursuant to this Subsection
2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Subsection 2.8(b), exceed the proceeds from
the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of willful misconduct or fraud
by such Holder.


 






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


 


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


 


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


 


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


 


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


 


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


 






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2.10 Limitations on Subsequent Registration Rights. From and
after the date of this Agreement, the Company shall not, without the prior written consent of the Investor Majority, enter into any agreement
with any holder or prospective holder of any securities of the Company that would (i) allow such holder or prospective holder to
include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include
such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable
Securities of the Holders that are included; or (ii) allow such holder or prospective holder to initiate a demand for registration
of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor
who becomes a party to this Agreement in accordance with Subsection 6.9.


 


2.11 “Market Stand-off” Agreement. Each Holder
hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date
of the final prospectus relating to the IPO, and ending on the date specified by the Company and the managing underwriter (such period
not to exceed one hundred eighty (180) days), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase;
purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly
or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly)
for Common Stock held immediately prior to the IPO or (ii) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause
(i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions
of this Subsection 2.11 shall apply only to the IPO, shall not apply to distributions to current or former partners, members or
stockholders of a Holder or to the transfer of any shares owned by a Holder in the Company to its Affiliates or any of the Holder’s
stockholders, members, partners or other equity holders; provided that the Affiliate, stockholder member, partner or other equity holder
of the Holder agrees to be bound in writing by the restrictions set forth herein, shall not apply to transactions or announcements relating
to: (1) securities acquired in the IPO or (2) securities acquired in open market transactions from and after the IPO, shall
not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust
for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees
to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition
for value, and shall be applicable to the Holders only if all officers, directors and stockholders individually and together with their
Affiliates owning one percent (1%) or more of the Company’s outstanding Common Stock (after giving effect to conversion into Common
Stock of all outstanding Preferred Stock) are subject to the same restrictions. The underwriters in connection with such registration
are intended third party beneficiaries of this Subsection 2.11 and shall have the right, power and authority to enforce the provisions
hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the
underwriters in connection with such registration that are consistent with this Subsection 2.11 or that are necessary to give
further effect thereto. Any discretionary waiver or termination of any or all of such restrictions (including restrictions applicable
to directors, officers and stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock
(after giving effect to conversion into Common Stock of all outstanding Preferred Stock)) by the Company or the underwriters shall apply
pro rata to all Holders subject to such restrictions, based on the number of shares subject to such restrictions. In the event that the
Company becomes aware that an underwriter has released any director or officer, or any holders of one percent or more of the Company’s
outstanding capital stock from their lock-up agreements pursuant to this Subsection 2.11, the Company shall use its best efforts
to cause the underwriters to release the Investors pro rata and the Company shall not consent to any release that is not pro rata. In
the event that any underwriter requests an Investor to sign a lock-up agreement (an “Investor Lock-Up Agreement”), the Company
shall use its best efforts to require all directors, officers and stockholders individually owning one percent (1%) or more of the Company’s
outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) to sign a lock-up agreement
with the same terms as the Investor Lock-Up Agreement, and such Investor Lock-Up Agreements shall be applicable to the Holders only if
all officers, directors and stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock
(after giving effect to conversion into Common Stock of all outstanding Preferred Stock) sign a lock-up agreement with the same terms
as the Investor Lock-Up Agreement. The Company shall notify the Investors if it is aware of any lock-up agreements relating to the Company
with more favorable terms than the Investor Lock-Up Agreement. The Company shall also use its best efforts to cause any future holders
of one percent or more of the Company’s outstanding capital stock to agree to a lock-up provision similar to this Subsection
2.11.


 






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2.12 Restrictions on Transfer.


 


(a) The Preferred Stock and the Registrable Securities shall
not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its
transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions
are intended to ensure compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser,
pledgee, or transferee of the Preferred Stock and the Registrable Securities held by such Holder to agree to take and hold such securities
subject to the provisions and upon the conditions specified in this Agreement. The Registrable Securities held by Purdue Neuroscience
Company shall not be sold, pledged, or otherwise transferred in contravention of that certain License Agreement between the Company and
Purdue Neuroscience Company dated December 31, 2017.


 


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


 


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


 


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


 






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The Holders consent to the Company making a notation in its records
and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth
in this Subsection 2.11.


 


(c) The holder of such Restricted Securities, by acceptance of
ownership thereof, agrees to comply in all respects with the provisions of this Section 2.13(c). Before any proposed sale,
pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering
the proposed transaction, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge,
or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail
and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion
of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the
effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action”
letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will
not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably
satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be
effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell,
pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company
will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144;
(y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration;
or (z) in any internal transaction in which such Holder transfers Restricted Securities to an Affiliate of such Holder that is an
entity and that is ultimately controlled by the same parent company as the Holder (or is the ultimate parent company of the Holder);
provided that in the case of clauses (y) and (z), each transferee agrees in writing to be subject to the terms of this Subsection
2.11. Notwithstanding the foregoing, the Company shall be obligated to reissue promptly unlegended certificates or book entries at
the request of any Holder thereof if the Company has completed its IPO and the Holder shall have obtained an opinion of counsel (which
counsel may be counsel to the Company) to the effect that the securities proposed to be disposed of may lawfully be so disposed of without
registration, qualification and legend, provided that the second legend listed above shall be removed only at such time as the Holder
of such certificate is no longer subject to any restrictions hereunder. 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 Subsection 2.12(b), except that such certificate instrument, or book entry shall
not be notated with such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required
in order to establish compliance with any provisions of the Securities Act.


 






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


 


(a) the closing of a Deemed Liquidation Event, as such term is
defined in the Company’s Certificate of Incorporation; and


 


(b) the fifth anniversary of the IPO.


 


3. Information and Observer Rights.


 


3.1 Delivery of Financial Statements. The Company shall deliver
to each Major Investor, provided that such Major Investor is not a Competitor:


 


(a) as soon as practicable, but in any event within one hundred
and twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements
of income and of cash flows for such year and (iii) a statement of stockholders’ equity for as of the end of such year, all
such financial statements audited and certified by independent public accountants of regionally recognized standing selected by the Company;


 


(b) as soon as practicable, but in any event within thirty-five
(35) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income
and cash flows for such fiscal quarter, and an unaudited balance sheet 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 thirty-five
(35) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a statement showing the number
of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding
at the end of the period, 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;


 


(d) as soon as practicable, but in any event thirty (30) days
before the end of each fiscal year, a budget and business plan for the next fiscal year (collectively, the “Budget”),
approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements, and statements of cash
flow for such quarters and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and


 


(e) such other information relating to the financial condition,
business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided,
however, that the Company shall not be obligated under this Subsection 3.1 to provide information (i) that the Company
reasonably determines in good faith to be a trade secret; or (ii) the disclosure of which would adversely affect the attorney-client
privilege between the Company and its counsel.


 






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


 


Notwithstanding anything else in this Subsection 3.1 to the
contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the
date sixty (60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably
concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided
that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer
actively employing its commercially reasonable efforts to cause such registration statement to become effective.


 


3.2 Inspection. The Company shall permit each Major Investor
(provided that the Board of Directors has not reasonably determined that such Major Investor is a Competitor), at such Major Investor’s
expense, to visit and inspect the Company’s properties; examine its books of account and records; and discuss the Company’s
affairs, finances, and accounts with its officers, during normal business hours of the Company as may be reasonably requested by the
Major Investor; provided, however, that the Company shall not be obligated pursuant to this Subsection 3.2 to provide
access to any information that it reasonably and in good faith considers to be a trade secret or confidential information (unless covered
by an enforceable confidentiality agreement, in a form reasonably acceptable to the Company) or the disclosure of which would adversely
affect the attorney-client privilege between the Company and its counsel.


 


3.3 Observer Rights.


 


(a) As long as Novo Holdings A/S together with its Affiliates
own not less than 100,000 shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof) (subject
to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations), the Company shall invite a representative
of Novo (which representative shall be designated in a written notice to the Company) to attend all meetings of its Board of Directors
and its committees and meetings of the Boards of Directors and committees thereof of its subsidiaries in a nonvoting observer capacity
(the “Novo Observer”) and, in this respect, shall give the Novo Observer copies of all notices, minutes, consents,
and other materials that it provides to its directors; provided, however, that the Novo Observer shall agree to hold in confidence and
trust; and provided further, that the Company reserves the right to withhold any information and to exclude the Novo Observer from any
meeting or portion thereof if the Board of Directors determines in good faith, upon advice of counsel, that access to such information
or attendance at such meeting is reasonably necessary to preserve the attorney-client privilege between the Company and its counsel or
result in disclosure of trade secrets or other highly confidential proprietary technical information.


 






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(b) As long as Eventide together with its Affiliates own not
less than 100,000 shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof) (subject to appropriate
adjustment for stock splits, stock dividends, combinations, and other recapitalizations), the Company shall invite a representative of
Eventide (which representative shall be designated in a written notice to the Company) to attend all meetings of its Board of Directors
and its committees and meetings of the Boards of Directors and committees thereof of its subsidiaries in a nonvoting observer capacity
(the “Eventide Observer”) and, in this respect, shall give the Eventide Observer copies of all notices, minutes, consents,
and other materials that it provides to its directors; provided, however, that the Eventide Observer shall agree to hold
in confidence and trust; and provided further, that the Company reserves the right to withhold any information and to exclude the Eventide
Observer from any meeting or portion thereof if the Board of Directors determines in good faith, upon advice of counsel, that access
to such information or attendance at such meeting is reasonably necessary to preserve the attorney-client privilege between the Company
and its counsel or result in disclosure of trade secrets or other highly confidential proprietary technical information. Eventide may
terminate its representative’s status as the Eventide Observer at any time in Eventide’s discretion, including such period
of time prior to the consummation of an IPO as Eventide may determine.


 


(c) As long as Surveyor together with its Affiliates own not
less than 100,000 shares of Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof) (subject to appropriate
adjustment for stock splits, stock dividends, combinations, and other recapitalizations), the Company shall invite a representative of
Surveyor (which representative shall be designated in a written notice to the Company) to attend all meetings of its Board of Directors
and its committees and meetings of the Boards of Directors and committees thereof of its subsidiaries in a nonvoting observer capacity
(the “Surveyor Observer”) and, in this respect, shall give the Surveyor Observer copies of all notices, minutes, consents,
and other materials that it provides to its directors; provided, however, that the Surveyor Observer shall agree to hold in confidence
and trust; and provided further, that the Company reserves the right to withhold any information and to exclude the Surveyor Observer
from any meeting or portion thereof if the Board of Directors determines in good faith, upon advice of counsel, that access to such information
or attendance at such meeting is reasonably necessary to preserve the attorney-client privilege between the Company and its counsel or
result in disclosure of trade secrets or other highly confidential proprietary technical information.


 


3.4 Termination of Information Rights. The covenants set forth
in Subsection 3.1, Subsection 3.2 and Subsection 3.3 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 Company’s Certificate
of Incorporation, whichever event occurs first.


 


3.5 Confidentiality. Each Investor agrees that such Investor
will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor and manage its investment in the
Company) any confidential information obtained from the Company (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 Subsection 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor
without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a
third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however,
that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to
the extent necessary to obtain their services in connection with monitoring and managing its investment in the Company; (ii) to
any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions
of this Subsection 3.5; (iii) to any Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor
in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and
directs such Person to maintain the confidentiality of such information; (iv) to the extent required in connection with any routine
or periodic examination or similar process by any regulatory or self- regulatory body or authority not specifically directed at the Company
or the confidential information obtained from the Company pursuant to the terms of the Agreement, including, without limitation, quarterly
or annual reports; or (v) as may otherwise be required by law, provided that, with respect to this clause (v), the Investor
promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.


 






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3.6 Material Non-Public Information. The Company understands
and acknowledges that in the regular course of Surveyor’s business, Surveyor and its Affiliates will invest in companies that have
issued securities that are publicly traded (each, a “Public Company”). Accordingly, the Company covenants and agrees
that it shall not provide any material non-public information about a Public Company to Surveyor or any representative or board observer
of Surveyor. In addition, the Company acknowledges and agrees that in no event shall Surveyor’s confidentiality and non-use obligations
hereunder in any manner be deemed or construed as limiting Surveyor or its representatives’ (or any of their respective Affiliates)
ability to trade any security of a Public Company.


 


4. Rights to Future Stock Issuances.


 


4.1 Right of First Offer. Subject to the terms and conditions
of this Subsection 4.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company
shall first offer such New Securities to each Investor. An Investor shall be entitled to apportion the right of first offer hereby granted
to it in such proportions as it deems appropriate, among (a) itself and (b) its Affiliates; provided that each such
Affiliate (x) is not a Competitor, and (y) agrees to enter into this Agreement and each of the Voting Agreement and Right of
First Refusal and Co-Sale Agreement (each as defined in the Purchase Agreement), as an “Investor” under each such agreement
(provided that any Competitor shall not be entitled to any rights as an Investor under Subsections 3.1, 3.2, 3.3
and 4.1 hereof).


 


(a) The Company shall give notice (the “Offer Notice”)
to each 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 twenty (20) days after
the Offer Notice is given, each 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 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 Investor) bears to the total Common Stock of the Company then outstanding (assuming
full conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities. At the expiration of such twenty
(20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire all the shares available to it (each,
a “Fully Exercising Investor”) of any other Investor’s failure to do likewise. During the ten (10) day
period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect
to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Investors
were entitled to subscribe but that were not subscribed for by the 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 Subsection 4.1(b) shall
occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New Securities
pursuant to Subsection 4.1(c).


 


(c) If all New Securities referred to in the Offer Notice are
not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90) day period following
the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities
to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer
Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is
not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such
New Securities shall not be offered unless first reoffered to the Investors in accordance with this Subsection 4.1.


 


(d) The right of first offer in this Subsection 4.1 shall
not be applicable to (i) Exempted Securities (as defined in the Company’s Certificate of Incorporation); and (ii) shares
of Common Stock issued in the IPO.


 


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


 


5. Additional Covenants.


 


5.1 Insurance. The Company shall use its commercially reasonable
efforts to maintain, from financially sound and reputable insurers, Directors and Officers liability insurance in an amount not less
than $3,000,000 until such time as the Board of Directors determines that such insurance should be discontinued. The policy shall not
be cancelable by the Company without prior approval by the Board of Directors.


 






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5.2 Employee Agreements. The Company will cause (a) each
person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent
contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment
agreement; and (b) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, substantially
in the form approved by the Board of Directors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter,
in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without
the consent of the Board of Directors.


 


5.3 Employee Stock. Unless otherwise approved by the Board
of 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 (4) year period, with the first twenty-five percent (25%) of such shares vesting
following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over
the following thirty-six (36) months, and (b) a market stand-off provision substantially similar to that in Subsection 2.11.
In addition, unless otherwise approved by the Board of Directors (including at least three of the Preferred Directors then serving),
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
an aggregate of twenty-five percent (25%) of the Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred
Stock, Series C Preferred Stock and Series C-1 Preferred Stock originally issued pursuant to each of the Purchase Agreement,
that certain Series A Preferred Stock Purchase Agreement between the Company and the other parties thereto dated October 31,
2016, as amended, that certain Series B Preferred Stock Purchase Agreement between the Company and the other parties thereto dated
March 13, 2018, as amended, that certain Series B-1 Preferred Stock Purchase Agreement between the Company and the other parties
thereto dated June 18, 2019 and that certain Series C Preferred Stock Purchase Agreement between the Company and the other
parties thereto dated November 18, 2019, as amended, respectively, remain outstanding (subject to appropriate adjustment for stock
splits, stock dividends, combinations, and other recapitalizations), the Company hereby covenants and agrees with each of the Investors
that it shall not, without approval of the Board of Directors (including at least three of the Preferred Directors then serving):


 


(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 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 of Directors;


 


(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;


 






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(d) make any investment other than investments in prime commercial
paper, money market funds, certificates of deposit in any United States bank having a net worth in excess of $100,000,000 or obligations
issued or guaranteed by the United States of America, in each case having a maturity not in excess of two years;


 


(e) incur any aggregate indebtedness in excess of $100,000 that
is not already included in a budget approved by the Board of Directors, 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, including without limitation any “management bonus” or similar plan providing payments
to employees in connection with a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation,
except for transactions contemplated by this Agreement or the Purchase Agreement;


 


(g) hire, terminate, or change the compensation of the executive
officers, David Goldstein or Stephen Petrou, including approving any option grants or stock awards to any of them;


 


(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) make any material investments or acquisitions or enter into
any material joint ventures.


 


5.5 Board Matters. Unless otherwise determined by the vote
of a majority of the directors then in office (including at least three of the Preferred Directors), the Board of Directors shall meet
at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the nonemployee directors and the Observers
for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending
meetings of the Board of Directors. Each Preferred Directors shall be entitled in such person’s discretion to be a member of any
committee of the Board of Directors.


 


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


 






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5.7 Indemnification Matters. The Company hereby acknowledges
that one (1) or more of the directors nominated to serve on the Board of Directors by the Investors (each 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 Company’s Certificate of Incorporation or Bylaws of the Company (or any agreement between the
Company and such Fund Director), without regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that
it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution,
subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund
Indemnitors on behalf of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from
the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent
of such advancement or payment to all of the rights of recovery of such Fund Director against the Company.


 


5.8 Qualified Small Business Stock. The Company shall use commercially
reasonable efforts to cause the shares of Preferred Stock, as well as any shares into which such shares are converted, within the meaning
of Section 1202(f) of the Internal Revenue Code (the “Code”), to constitute “qualified small business
stock” as defined in Section 1202(c) of the Code; provided, however, that such requirement shall not be
applicable if the Board determines, in its good-faith business judgment, that such qualification is inconsistent with the best interests
of the Company. The Company shall submit to its stockholders (including the Investors) and to the Internal Revenue Service any reports
that may be required under Section 1202(d)(1)(C) of the Code and the regulations promulgated thereunder. In addition, within
twenty (20) business days after any Investor’s written request therefor, the Company shall, at its option, either (a) deliver
to such Investor a written statement indicating whether (and what portion of) such Investor’s interest in the Company constitutes
 “qualified small business stock” as defined in Section 1202(c) of the Code or (b) deliver to such Investor
such factual information in the Company’s possession as is reasonably necessary to enable such Investor to determine whether (and
what portion of) such Investor’s interest in the Company constitutes “qualified small business stock” as defined in
Section 1202(c) of the Code.


 


5.9 FCPA. The Company represents that it shall not (and shall
not permit any of its subsidiaries or affiliates or any of its or their respective directors, officers, managers, employees, independent
contractors, representatives or agents to) promise, authorize or make any payment to, or otherwise contribute any item of value to, directly
or indirectly, to any third party, including any Non-U.S. Official (as such term is defined in the U.S. Foreign Corrupt Practices Act
of 1977, as amended (the “FCPA”)), in each case, in violation of the FCPA, the U.K. Bribery Act, or any other applicable
anti-bribery or anti-corruption law. The Company further represents that it 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, or any other applicable anti-bribery or anti-corruption law. The Company further represents that it
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, 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. The Company shall promptly notify each Investor if the Company becomes
aware of any enforcement action. The Company shall, and shall cause any direct or indirect subsidiary or entity controlled by it, whether
now in existence or formed in the future, to comply with the FCPA. The Company shall use its best efforts to cause any direct or indirect
subsidiary, whether now in existence or formed in the future, to comply in all material respects with all applicable laws.


 






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5.10 Publicity. The Company shall not use the name of Novo,
Vida, Eventide, Purdue Neuroscience Company, Point72 Biotech, Harvard Management Private Equity Corporation, Surveyor, Al-Rayyan or OCV
or any of their respective Affiliates in any trade publication, marketing materials or otherwise to the general public or to any other
third party, in each case without the prior written consent of Novo, Vida, Eventide, Purdue Neuroscience Company, Point72 Biotech, Harvard
Management Private Equity Corporation, Surveyor, Al- Rayyan or OCV, respectively, which consent may be withheld by such party in its
sole discretion; provided that (a) the parties anticipate that there will be a mutually-agreed press release announcing the closing
of the transaction contemplated in the Purchase Agreement, which press release shall not include any reference to Al-Rayyan, and (b) following
the public announcement contemplated in clause (a), the Company may confirm that Novo, Vida, Eventide, Purdue Neuroscience Company, Point72
Biotech, Harvard Management Private Equity Corporation, Surveyor, or OCV are investors in the Company (but not the amount or terms thereof)
in a form of disclosure that has been previously approved by Novo, Vida, Eventide, Purdue Neuroscience Company, Point72 Biotech, Harvard
Management Private Equity Corporation, Surveyor, or OCV, respectively. Notwithstanding the foregoing, the Company may disclose the terms
and/or amount of Novo’s, Vida’s, Eventide’s, Purdue Neuroscience Company’s, Point72 Biotech’s, Harvard
Management Private Equity Corporation’s, Surveyor’s, Al-Rayyan’s or OCV’s investment, without the prior approval
of Novo, Vida, Eventide, Purdue Neuroscience Company, Point72 Biotech, Surveyor, Al-Rayyan or OCV, as applicable, (x) to a bona
fide potential investor in or acquirer of the Company in connection with such potential investor’s or acquirer’s due diligence
process or (y) as required by law, rule, regulation or listing standard to do so; in which case the Company (i) shall promptly
notify Novo, Vida, Eventide, Purdue Neuroscience Company, Point72 Biotech, Harvard Management Private Equity Corporation, Surveyor, Al-Rayyan
or OCV, as applicable, of such requirement and will cooperate with Novo, Vida, Eventide, Purdue Neuroscience Company, Point72 Biotech,
Harvard Management Private Equity Corporation, Surveyor, Al-Rayyan or OCV, as applicable, to the extent practicable to limit the information
disclosed to only such information that the Company, as advised by counsel, is required by law to be disclosed and (ii) will, to
the extent practicable and at the request and expense of Novo, Vida, Eventide, Purdue Neuroscience Company, Point72 Biotech, Harvard
Management Private Equity Corporation, Surveyor, Al-Rayyan or OCV, as applicable, seek to obtain a protective order over, or confidential
treatment of, such information.


 






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5.11 Expenses of Counsel. In the event of a transaction which
is a Sale of the Company (as defined in the Voting Agreement), the reasonable fees and disbursements, not to exceed $50,000 in the aggregate,
of one counsel for the Major Investors in their capacities as stockholders, shall be borne and paid by the Company.


 


5.12 Critical Technology Matters.


 


(a) To the extent (i) any pre-existing products or services
provided by the Company are re-categorized by the U.S. government as a critical technology within the meaning of the Defense Production
Act of 1950, as amended, including all implementing regulations thereof (the “DPA”), or would reasonably be
considered to constitute the design, fabrication, development, testing, production or manufacture of a critical technology after a recategorization
of selected technologies by the U.S. government, or (ii) after execution of the Purchase Agreement, the Company engages in any activity
that could reasonably be considered to constitute the design, fabrication, development, testing, production or manufacture of a critical
technology within the meaning of the DPA, the Company shall promptly notify any non-U.S. Investor of such change in the categorization
of its products or services.


 


(b) If and only if (i) the Committee on Foreign Investment
in the United States (“CFIUS”) requests or requires that any Investor or the Company file a notice or declaration
with CFIUS pursuant to the DPA with respect to the Investor’s investment in the Company (the “Covered Transactions”)
or (ii) any Investor or the Company reasonably determines that a filing with CFIUS with respect to the Covered Transactions is advisable
or required by applicable law, then in either case, (i) or (ii): (x) the Company and each Investor shall, and shall cause its
affiliates to, cooperate with the other parties hereto and shall promptly file a CFIUS filing in the requested, required or advisable
form in accordance with the DPA; and (y) the Company and each Investor shall, and shall cause its affiliates to, use reasonable
best efforts to obtain, as applicable, the CFIUS Satisfied Condition (as defined in the Purchase Agreement). For the avoidance of doubt,
(A) no Investor shall have any obligation to accept or take any action, condition or restriction with respect to the Covered Transactions
in order to achieve the CFIUS Satisfied Condition, and (B) each Investor shall be permitted to withhold, edit, redact and/or otherwise
limit disclosure of any information, documents or materials that it determines, in its sole discretion, are unduly sensitive, related
to national security and/or financial or economic sensitivity, unrelated to the Covered Transaction or otherwise unnecessary to achieve
the CFIUS Satisfied Condition.


 


5.13 Munitions. The Company covenants not to control any weapon
or explosive device, nuclear or otherwise.


 


5.14 Subsidiary Governance. No subsidiary of the Company shall
take any action without the approval of the Board to the extent approval of the Board would be required in the event such action was
to be taken by the Company itself, including the requisite groups of directors whose approval would be required in the event such action
was to be taken by the Company itself.


 


5.15 Harassment Policy. The Company shall, within 60 days following
the Closing, adopt and thereafter maintain in effect (i) a Code of Conduct governing appropriate workplace behavior and (ii) an
Anti-Harassment and Discrimination Policy prohibiting discrimination and harassment at the Company. Such policy shall be reviewed and
approved by the Board of Directors.


 






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5.16 Termination of Covenants. The covenants set forth in this
Section 5, except for Subsections 5.5 and 5.6, shall terminate and be of no further force or effect (a) immediately
before the consummation of the IPO, or (b) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate
of Incorporation, whichever event occurs first.


 


6. Miscellaneous.


 


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


 


6.2 Governing Law. This Agreement shall be governed by the
internal law of the State of Delaware.


 


6.3 Counterparts. This Agreement may be executed in two (2) or
more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal
ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have
been duly and validly delivered and be valid and effective for all purposes.


 


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


 






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6.5 Notices. 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 or facsimile during the recipient’s normal
business hours, and if not sent during normal business hours, then on the recipient’s next business day; (c) five (5) days
after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) business
day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-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 hereto, or to the principal office of the Company and to the attention of the Chief Executive Officer, in the case of the Company,
or to such email address, facsimile number, or address as subsequently modified by written notice given in accordance with this Subsection
6.5. If notice is given to the Company, a copy (which shall not constitute notice) shall also be sent to Goodwin Procter LLP, 100
Northern Avenue, Boston, MA 02210, Attention: Richard A. Hoffman and William D. Collins.


 


6.6 Amendments and Waivers. Any term of this Agreement may
be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively
or prospectively) only with the written consent of the Company and the Investor Majority; provided that:


 


(a) the Company may in its sole discretion waive compliance with
Subsection (c) (and the Company’s failure to object promptly in writing after notification of a proposed assignment
allegedly in violation of Subsection (c) shall be deemed to be a waiver);


 


(b) any provision hereof may be waived by any waiving party on
such party’s own behalf, without the consent of any other party;


 


(c) Subsections 5.6 and 5.7 and this clause of
Section 6.6 shall not be amended or waived without the consent of Clarus, Novo and Vida;


 


(d) Subsections 6.13 and 6.14 and this clause of
Section 6.6 shall not be amended or waived without the consent of Clarus, Novo, Vida and Eventide;


 


(e) the definitions of “Affiliate” as it pertains
to Novo Holdings A/S, and “Novo”, Section 3.3(a), Section 5.10, and Subsection 5.12(b) as
they pertain to Novo, and this clause of Section 6.6 shall not be amended or waived without the consent of Novo Holdings
A/S;


 


(f) Section 5.10 and this clause of Section 6.6
as they pertain to Vida shall not be amended or waived without the consent of Vida Ventures, LLC;


 


(g) Subsection 3.3(b) and this clause of Section 6.6
shall not be amended or waived without the consent of Eventide;


 


(h) Section 3.3(c), Section 3.6, Section 5.10
and Section 6.13 as they pertain to Surveyor, and this clause of Section 6.6 shall not be amended or waived
without the consent of Surveyor;


 


(i) Subsection 5.10 and this clause of Section 6.6
shall not be amended or waived without the consent of Harvard Management Private Equity Corporation;


 






    28


    


    

 


(j) Subsection 5.10 and this clause of Section 6.6
shall not be amended or waived without the consent of Al-Rayyan;


 


(k) Subsections 5.10, 6.13 and 6.14, and
this clause of Section 6.6 shall not be amended or waived without the consent of OCV; and


 


(l) the definitions of “Affiliate” as it pertains
to a specific Holder shall not be amended or waived without the consent of such Holder.


 


(m) Notwithstanding the foregoing, this Agreement may not be
amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent
of such Investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion. The Company and the Investors
agree that a waiver of the provisions of Section 4 with respect to a particular transaction shall be deemed to apply to all
Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless, by
agreement with the Company, purchase securities in such transaction; provided, however, that in the event that any Investor or its Affiliate
nonetheless purchases New Securities being issued in such financing transaction after such waiver has been obtained (any such Investor
and its Affiliates, collectively, a “Participating Investor”), then each other Investor shall be permitted to purchase
up to the same percentage (not to exceed 100%) of its pro rata share of New Securities issued in such financing transaction as the percentage
of the pro rata share of the New Securities so purchased by the Participating Investor purchasing the largest portion of such Participating
Investor’s pro rata share in such financing transaction. 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 Subsection 6.6 shall be binding on all parties hereto, regardless of whether any such
party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances,
shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.


 


(n) Subsection 6.6(m) and this clause of Section 6.6
shall not be amended or waived without the consent of each of the Investors.


 


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.


 






    29


    


    

 


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


 


6.10 Entire Agreement. This Agreement (including any Schedules
and Exhibits hereto) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter
hereof, except, with respect to any Investor, as modified by any side letter agreement between such Investor and the Company, 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 state courts of the state of Delaware and to the jurisdiction of the United States
District Court for the District 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 state courts of the state of Delaware or the United States District Court for the District of Delaware, and (c) hereby waive,
and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not
subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution,
that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper
or that this Agreement or the subject matter hereof may not be enforced in or by such court.


 


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.


 






    30


    


    

 


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.


 


6.13
Right to Conduct Activities. The Company hereby agrees and acknowledges that certain of the Investors and their Affiliates
and representatives are investment funds or other institutional investors, and as such invest in numerous portfolio companies, some of
which may be deemed competitive with the Company’s business (as currently conducted or as currently proposed to be conducted),
and that such Investor may have Affiliated entities that may be deemed competitive with the Company’s business (as currently conducted
or as currently proposed to be conducted). The Company hereby agrees that such Investor shall not be liable to the Company for any claim
arising out of, or based upon, (i) the investment by such Investor in any entity competitive with the Company, (ii) actions
taken by any partner, officer or other representative of such Investor to assist any such competitive company, whether or not such action
was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental
effect on the Company or (iii) the activities of entities Affiliated with such Investor; provided, however, that the foregoing shall
not relieve (x) such Investor 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.


 


6.14
Limitation of Liability. The total liability, in the aggregate, of an Investor for any and all claims, losses, costs or damages,
including attorneys’ and accountants’ fees and expenses and costs of any nature whatsoever or claims or expenses resulting
from or in any way related to this Agreement from any cause or causes (collectively, “Claims”) shall be several and
not joint with the other Investors and shall not exceed the total consideration paid to the Company by such Investor for the Shares (as
defined in the Purchase Agreement) under the Purchase Agreement. No Affiliate, officer, director, employee or agent of any Purchaser
(and that is itself not also a Purchaser) shall have any liability for any Claim whatsoever. It is intended that this limitation apply
to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law.


 


[Remainder of Page Intentionally Left Blank]


 






    31


    


    

 


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


 


	 	COMPANY:
	 	 
	 	PRAXIS PRECISION
    MEDICINES, INC.
	 	 	 
	 	By:
    	/s/Marcio Souza

	 	Name:	Marcio
    Souza
	 	Title:
    	President
    and Chief Executive Officer


 


	 	Address:	One
    Broadway, 16th Floor
	 	 	Cambridge,
    MA 02142


 


[Signature Page to Fourth Amended and
Restated Investors’ Rights Agreement]


 






    


    


    

 


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


 


	 	INVESTOR:
	 	 
	 	NOVO HOLDINGS
    A/S
	 	 	 
	 	By:	/s/ Thomas Dyrberg

	 	Name:
    	Thomas
    Dyrberg, under specific power of attorney
	 	Title:
    	Managing
    Partner


 


	 	Address:
	 	Novo Holdings A/S
	 	Tuborg Havnevej 19
	 	DK-2900 Hellerup
	 	Denmark
	 	Attn: Thomas Dyrberg and Heather
    Ludvigsen
	 	Email: TDY@novo.dk; hlud@novo.dk
    with a copy (which shall not constitute notice) to:
	 	Novo Ventures (US), Inc.
    501 2nd Street, Suite 300
	 	San Francisco, CA 94107
	 	Attention: Junie Lim
	 	Email: jeql@novo.dk


 


[Signature Page to Fourth Amended and
Restated Investors’ Rights Agreement]


 






    


    


    

 


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


 


	 	INVESTOR:
	 	 
	 	VIDA VENTURES,
    LLC
	 	 	 
	 	By:	/s/ Stefan Vitorovic

	 	Name:
    	Stefan
    Vitorovic
	 	Title:
    	Managing
    Director


 


	 	Address:
	 	40 Broad Street, Suite 201
	 	Boston, MA 02109


 


[Signature Page to Fourth Amended and
Restated Investors’ Rights Agreement]


 






    


    


    

 


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


 


	 	INVESTOR:
	 	 
	 	MUTUAL FUND
    SERIES TRUST, ON BEHALF OF EVENTIDE HEALTHCARE & LIFE SCIENCES FUND
	 	 	 
	 	By:	/s/ Erik Naviloff

	 	Name:	Erik Naviloff
	 	Title:	Treasurer
	 	 
	 	Custodian Address:
	 	 	 
	 	 	U.S. Bank
    Trust Services
	 	 	Trust
    Services
	 	 	Attn:
    Physical Processing, MK-WI-S302 1555 N RiverCenter Drive, Suite 302
	 	 	Milwaukee,
    WI 53212
	 	 
	 	MUTUAL FUND
    SERIES TRUST, ON BEHALF OF EVENTIDE GILEAD FUND
	 	 	 
	 	By:	/s/ Erik Naviloff

	 	Name:	Erik Naviloff
	 	Title:	Treasurer
	 	 
	 	Custodian Address:
	 	 	 
	 	 	U.S. Bank
    Trust Services
	 	 	Trust
    Services
	 	 	Attn:
    Physical Processing, MK-WI-S302 1555 N RiverCenter Drive, Suite 302
	 	 	Milwaukee,
    WI 53212


 


[Signature Page to Fourth Amended and
Restated Investors’ Rights Agreement]


 






    


    


    

 


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


 


	 	INVESTOR:
	 	 
	 	CLARUS LIFESCIENCES
    III, L.P.
	 	 	 
	 	By:	Clarus
    Ventures III GP, L.P., its general partner
	 	 	 
	 	By:	Blackstone
    Clarus III L.L.C., its general partner
	 	 	 
	 	By:	Blackstone
    Holdings II L.P., its managing member
	 	 	 
	 	By:	Blackstone
    Holdings I/II GP L.L.C., its general partner
	 	 	 
	 	By:	Blackstone
    Group Inc., its managing member
	 	 	 
	 	By:	/s/ Nicholas G. Galakatos

	 	Name:	Nicholas
    G. Galakatos
	 	Title:	Senior
    Managing Director


 


	 	Address:	101
    Main Street, Suite 1210
	 	 	Cambridge,
    MA 02142


 


[Signature Page to Fourth Amended and
Restated Investors’ Rights Agreement]


 






    


    


    

 


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


 


	 	INVESTOR:
	 	 
	 	AVORO LIFE SCIENCES
    FUND LLC
	 	 	 
	 	By:	/s/ Scott Epstein
	 	Name:
    	Scott
    Epstein
	 	Title:
    	CFO &
    CCO
	 	 	 
	 	Address:	110 Greene
    Street, Suite 800
	 	 	New York,
    New York 10012



 


[Signature Page to Fourth Amended and
Restated Investors’ Rights Agreement]


 






    


    


    

 


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


 


	 	INVESTOR:
	 	 
	 	POINT72 BIOTECH
    PRIVATE INVESTMENTS, LLC
	 	 	 
	 	By:	/s/ Vincent Tortorella
	 	Name:
    	Vincent
    Tortorella
	 	Title:
    	Authorized
    Signatory



 


	 	Address:	c/o
    Point72, L.P.
	 	 	72
    Cummings Point Road
	 	 	Stamford,
    CT 06902


 


[Signature Page to Fourth Amended and
Restated Investors’ Rights Agreement]


 






    


    


    

 



 


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


 


	 	INVESTOR:
	 	 
	 	CITADEL
MULTI-STRATEGY EQUITIES MASTER FUND LTD.
	 	 	 
	 	By:
	Citadel
Advisors LLC, its portfolio manager
	 	 	 
	 	By:	/s/ Christopher L. Ramsay
	 	Name:
	Christopher
L. Ramsay
	 	Title:
	Authorized
Signatory
	 	Address:	601
Lexington Avenue,
	 	 	New
York, NY 10022



 


[Signature Page to Fourth Amended and
Restated Investors’ Rights Agreement]








 






     


     


    

 


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


 


	 	INVESTOR:
	 	 
	 	AMPLE
PLUS FUND LIMITED PARTNERSHIP
	 	 	 
	 	By:	/s/ Luke Li
	 	Name:
	Luke
Li
	 	Title:
	General
Managing Partner
	 	 	 
	 	Address:	One
Broadway, 9th Floor
	 	 	Cambridge,
MA 02142



 


[Signature Page to Fourth Amended and
Restated Investors’ Rights Agreement]








 






     


     


    

 


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


 


	 	INVESTOR:
	 	 
	 	IRVING
INVESTORS PRIVATES HPC XVII, LLC
	 	 	 
	 	By:	/s/ Jeremy Abelson
	 	Name:	Jeremy Abelson
	 	Title:	Manager



 


[Signature Page to Fourth Amended and
Restated Investors’ Rights Agreement]








 






     


     


    

 


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


 


	 	INVESTOR:
	 	 
	 	IRVING
INVESTORS KCM, LLC
	 	 	 
	 	By:	Kingdon
Capital Management, LLC,
	 	 	as
investment manager
	 	 	 
	 	By:	/s/ William Walsh
	 	Name:	William
Walsh
	 	Title:	Chief
Financial Officer
	 	 	 
	 	Address:	c/o
Kingdon Capital Management, LLC 152 W. 57th Street, 50th Floor New York, NY 10019



 


[Signature Page to Fourth Amended and
Restated Investors’ Rights Agreement]








 






     


     


    

 


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


 


	 	INVESTOR:
	 	 
	 	VERITION
MULTI-STRATEGY MASTER FUND LTD
	 	 	 
	 	By:	/s/ William Anderson
	 	Name:	William Anderson
	 	Title:	Authorized Signatory
	 	 
	 	Address:	 



 


[Signature Page to Fourth Amended and
Restated Investors’ Rights Agreement]








 






     


     


    

 


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


 


	 	INVESTOR:
	 	 
	 	CORMORANT
PRIVATE HEALTHCARE FUND II, LP
	 	 	 
	 	By:	Cormorant
Private Healthcare GP II, LLC
	 	 	 
	 	By:	/s/ Bihua Chen
	 	Name:	Bihua Chen
	 	Title:	Managing Member
of the GP
	 	 
	 	Address:
	 	200
Clarendon Street, 52nd Floor
	 	Boston,
MA 02116
	 	 
	 	INVESTOR:
	 	 
	 	CORMORANT
GLOBAL HEALTHCARE MASTER FUND, LP
	 	 	 
	 	By:	Cormorant
Global Healthcare GP, LLC
	 	 	 
	 	By:	/s/ Bihua Chen
	 	Name:	Bihua Chen
	 	Title:	Managing Member
of the GP
	 	 
	 	Address:
	 	200
Clarendon Street, 52nd Floor
	 	Boston,
MA 02116



 


[Signature Page to Fourth Amended and
Restated Investors’ Rights Agreement]








 






     


     


    

 


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


 


	 	INVESTOR:
	 	 
	 	ADAGE
CAPITAL PARTNERS, LP
	 	 	 
	 	By:	/s/ Dan Lehan
	 	Name:	Dan Lehan
	 	Title:	COO
	 	 
	 	Address:



 


[Signature Page to Fourth Amended and
Restated Investors’ Rights Agreement]








 






     


     


    

 


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


 


	 	INVESTOR:
	 	 
	 	HARVARD
MANAGEMENT PRIVATE EQUITY CORPORATION
	 	 	 
	 	By:	/s/ Richard Slocum
	 	Name:	Richard Slocum
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	/s/ Kathryn Murtagh
	 	Name:	Kathryn Murtagh
	 	Title:	Authorized Signatory
	 	 
	 	Address:
	 	600
Atlantic Ave
	 	Boston,
MA 02210



 


[Signature Page to Fourth Amended and
Restated Investors’ Rights Agreement]








 






     


     


    

 


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


 


	 	INVESTOR:
	 	 
	 	OCV
FUND I L.P.
	 	 	 
	 	By:	/s/ Zohar Loshitzer
	 	Name:	Zohar Loshitzer
	 	Title:	Principal
	 	 
	 	Address:
4700 Wilshire Blvd.

   Los Angeles, CA 90010



 





[Signature Page to Fourth Amended and
Restated Investors’ Rights Agreement]








 






     


     


    

 


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


 


	 	INVESTOR:
	 	 
	 	AL-RAYYAN
HOLDING LLC
	 	 	 
	 	By:	/s/ Ahmad Al-Khanji
	 	Name:	Ahmad Al-Khanji
	 	Title:	Director
	 	 
	 	Address:
	 	 
	 	Al-Rayyan
Holding LLC c/o Qatar Investment Authority
	 	Ooredoo
Tower (Building 14)
	 	Al
Dafna Street (Street 801)
	 	Al
Dafna (Zone 61)
	 	Doha,
Qatar
	 	Attention:
Mohamed Adel Ghanem, MD, Executive Director, Healthcare, and Kenneth McLaren, Chief, Investment Execution
	 	Email:
notices.m&a@qia.qa and Notices_Health_Care@qia.qa
	 	 
	 	With
copies (which shall not constitute notice) to: General Counsel
	 	Qatar
Investment Authority
	 	Ooredoo
Tower (Building 14)
	 	Al
Dafna Street (Street 801)
	 	Al
Dafna (Zone 61)
	 	Doha,
Qatar
	 	Email:
notices.legal@qia.qa
	 	 
	 	A
copy (which shall not constitute notice) shall also be sent to:
	 	Shearman &
Sterling LLP 535 Mission Street, 25th Floor
	 	San
Francisco, CA 94105
	 	Attn:
Michael S. Dorf (mdorf@shearman.com)



 


[Signature Page to Fourth Amended and
Restated Investors’ Rights Agreement]


 




    	 



    	 



    

 









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


 


	 	INVESTOR:
	 	 	 
	 	By:	/s/ Marcio Souza
	 	Name:	Marcio Souza
	 	 
	 	Address:



 


[Signature Page to Fourth Amended and
Restated Investors’ Rights Agreement]


 



     



     


    




 


SCHEDULE A


 


INVESTORS


 


Name and Address


 


Clarus Lifesciences III, L.P.


101 Main Street, Suite 1210


Cambridge, MA 02142


 


Edward Scolnick


1201 Magnolia Drive


Wayland, MA 01778


 


Gilead
Sciences, Inc.


333 Lakeside Drive


Foster City, CA 9440


 


Novo Holdings A/S


Tuborg Havnevej 19


DK-2900 Hellerup


Denmark


Attn: Thomas Dyrberg and Heather Ludvigsen


Email: TDY@novo.dk; hlud@novo.dk


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


Novo Ventures (US), Inc.


501 2nd Street, Suite 300


San Francisco, CA 94107


Attention: Junie Lim


Email: jeql@novo.dk


 


Vida Ventures, LLC


c/o VV Manager LLC


40 Broad Street, Suite 201


Boston, MA 02109


Attn: Stefan Vitorovic


 


Purdue Neuroscience Company


One Stamford Forum


201 Tresser Boulevard


Stamford, Connecticut 06901-3431


 


With copies to:


 


Purdue Pharma L.P.


One Stamford Forum 201


Tresser Boulevard


Stamford, Connecticut 06901-3431


Attention: General Counsel


 



     



     


    

 


Norton Rose Fulbright US LLP


1301 Avenue of the Americas


New York, New York 10019-6022


Attention: Stuart D. Baker


 


Robert DeBenedetto


3618 Pontina Court


Pleasanton, CA 94566


 


Mutual Fund Series Trust, On Behalf Of


Eventide Healthcare & Life Sciences Fund


Custodian Address:


U.S. Bank Trust Services


Trust Services


Attn: Physical Processing, MK-WI-S302


1555 N RiverCenter Drive, Suite 302


Milwaukee, WI 53212


 


Mutual Fund Series Trust, On Behalf Of


Eventide Gilead Fund


Custodian Address:


U.S. Bank Trust Services


Trust Services


Attn: Physical Processing, MK-WI-S302


1555 N RiverCenter Drive, Suite 302


Milwaukee, WI 53212


 


Avoro Life Sciences Fund LLC


110 Greene Street, Suite 800


New York, New York 10012


 


Al-Rayyan Holding LLC


c/o Qatar Holding LLC


Ooredoo Tower (Building 14)


Al Dafna Street (Street 801)


Al Dafna (Zone 61)


Doha, Qatar


Attention: Mohamed Adel Ghanem, MD,


Executive Director, Healthcare, and


Kenneth McLaren, Chief, Investment Execution


Email: notices.m&a@qia.qa and Notices_Health_Care@qia.qa


 



     



     


    

 


With copies (which shall not constitute notice) to:


 


General Counsel


Qatar Investment Authority


Ooredoo Tower (Building 14)


Al Dafna Street (Street 801)


Al Dafna (Zone 61)


Doha, Qatar


Email: notices.legal@qia.qa


 


and


 


Shearman & Sterling LLP


535 Mission Street, 25th Floor


San Francisco, CA 94105


Attn: Michael S. Dorf (mdorf@shearman.com)


 


Point72 Biotech Private Investments, LLC


c/o Point72, L.P.


72 Cummings Point Road


Stamford, CT 06902


Attn: Legal


 


Citadel Multi-Strategy Equities Master Fund Ltd.


c/o Citadel Advisors LLC


601 Lexington Avenue


New York, New York 10022


Attention: Noah Goldberg and Harry Greenbaum


CitadelAgreementNotice@citadel.com;


noah.goldberg@citadel.com;


Harry.Greenbaum@citadel.com


 


With copies to:


 


CHOATE, HALL & STEWART, LLP


Two International Place


Boston, MA 02100


Attention: Brian P. Lenihan and Tobin P. Sullivan


blenihan@choate.com; tsullivan@choate.com


 


Ample Plus Fund Limited Partnership


One Broadway, 9th Floor,


Cambridge, MA 02142


 


With copies sent by email to both


luke@ampleplus.fund and andrew.aherrera@ampleplus.fund


 



     



     


    




 


Irving Investors Privates HPC XVII, LLC


205 Detroit St (4th Floor)


Denver, CO 80206


Attention: Jeremy Ableson


Email: jableson@irvinginvestors.com


 


Irving Investors KCM, LLC


c/o Kingdon Capital Management, LLC


152 W. 57th Street, 50th Floor


New York, NY 10019


Attention: Richard Weinstein


Email: legal@kingdon.com


 


Verition Multi-Strategy Master Fund LTD


c/o Verition Fund Management LLC


1 American Lane


Greenwich CT 06831


 


Cormorant Private Healthcare Fund II, LP


200 Clarendon Street, 52nd Floor


Boston, MA 02116


 


Cormorant Global Healthcare Master Fund, LP


200 Clarendon Street, 52nd Floor


Boston, MA 02116


 


Adage Capital Partners, LP


200 Clarendon St, 52nd Floor


Boston, MA 02116


Attn: Dan Lehan


 


Harvard Management Private Equity Corporation


600 Atlantic Avenue


Boston, MA 02210


Attn: Marcus Loveland / Emily Holden


Tel: 617-720-6594 / 617-720-6526


 


OCV Fund I L.P.


4700 Wilshire Blvd


Los Angeles, CA 90010


Attn: Chris Bostick / Zohar Loshitzer


Tel: 323-860-7444 / 323-860-9505


 


Marcio Souza


7 Lenore Rd,


Tewksbury Twp, NJ 07830


 



     



     


    

 


SCHEDULE B


 


AFFILIATES


 


Clarus Lifesciences I, L.P.


 


Clarus Lifesciences II, L.P.


 


Clarus Lifesciences IV, L.P.


 


Clarus Ventures III GP, L.P.


 


Clarus Ventures LLC


 


Blackstone Clarus III LLC


 


Blackstone Holdings II, LP.


 


Clarus Defined Exit I, LP


 


Clarus DE II, LP


 



     



     


    

 


PRAXIS PRECISION MEDICINES, INC.


 


AMENDMENT NO. 1 TO


FOURTH AMENDED AND RESTATED INVESTORS’
RIGHTS AGREEMENT


 


This Amendment No. 1
to Fourth Amended and Restated Investors’ Rights Agreement (this “Amendment”) is entered into as of November 2,
2021, by and among Praxis Precision Medicines, Inc., a Delaware corporation (the “Company”), and the undersigned
Investors (the “Amending Investors”) party to that certain Fourth Amended and Restated Investors’ Rights
Agreement, dated as of July 24, 2020 (the “Investors’ Rights Agreement”), by and among the Company
and the Investors named therein. Capitalized terms used and not defined herein shall have the respective meanings assigned to such terms
in the Investors’ Rights Agreement.


 


WHEREAS,
the Company previously entered into the Investors’ Rights Agreement;


 


WHEREAS,
Section 6.6 of the Investors’ Rights Agreement provides that the Investors’ Rights Agreement may be amended only with
the written consent of (i) the Company and (ii) Investor Majority (collectively, the “Required Parties”);
and


 


WHEREAS,
the Amending Investors constitute the Required Parties, and the Company and the Required Parties desire to amend the Investors’
Rights Agreement as set forth below.


 


NOW,
THEREFORE, in consideration of the foregoing, the Company and the undersigned Amending Investors agree as follows:


 


		1.	AMENDMENTS



 


(a)           The
definition of “Registrable Securities” in Section 1 of the Investors’ Rights Agreement is hereby amended and restated
in its entirety to read as follows:


 


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


 


(b)           Section 2.10
of the Investors’ Rights Agreement is hereby amended and restated in its entirety to read as follows:


 


“2.10 Limitations on Subsequent
Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders
of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities
of the Company that would (i) allow such holder or prospective holder to include such securities in any registration unless, under
the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent
that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (ii) allow
such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder;
provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection
6.9.”


 



     



     


    

 


(c)           Subsection
2.12(a) of the Investors’ Rights Agreement is hereby amended and restated in its entirety to read as follows:


 


“(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.
The Registrable Securities held by Purdue Neuroscience Company shall not be sold, pledged, or otherwise transferred in contravention
of that certain License Agreement between the Company and Purdue Neuroscience Company dated December 31, 2017. 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.”


 


(d)           Section 2.13
of the Investors’ Rights Agreement is hereby amended and restated in its entirety to read as follows:


 


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


 


(a) the closing of a Deemed Liquidation
Event, as such term is defined in the Company’s Certificate of Incorporation;


 


(b) such time as either (i) SEC
Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without
limitation during a three-month period without registration and without the requirement for the Company to be in compliance with the
current public information required under SEC Rule 144(c)(1) or (ii) such Holder no longer holds any Registrable Securities;
and


 


(c) the fifth anniversary of the
IPO.”


 


(e)           Section 5.16
of the Investors’ Rights Agreement is hereby amended and restated in its entirety to read as follows:


 


“5.16 Termination of Covenants.
The covenants set forth in this Section 5, except for Subsection 5.6, shall terminate and be of no further force or effect
(a) immediately before the consummation of the IPO, or (b) upon a Deemed Liquidation Event, as such term is defined in the
Company’s Certificate of Incorporation, whichever event occurs first.”


 


(f)            Section 6.6
of the Investors’ Rights Agreement is hereby amended and restated in its entirety to read as follows:


 


“6.6 Amendments and Waivers.
Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular
instance, and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority
of the Registrable Securities then outstanding; provided that:


 


(a) the Company
may in its sole discretion waive compliance with Subsection (c) (and the Company’s failure to object promptly in writing after
notification of a proposed assignment allegedly in violation of Subsection (c) shall be deemed to be a waiver);


 



     



     


    

 


(b) any provision
hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party;


 


(c) Subsections
5.6 and 5.7 and this clause of Section 6.6 shall not be amended or waived without the consent of Clarus, Novo
and Vida;


 


(d) Subsections
6.13 and 6.14 and this clause of Section 6.6 shall not be amended or waived without the consent of Clarus, Novo,
Vida and Eventide;


 


(e) the definitions
of “Affiliate” as it pertains to Novo Holdings A/S, and “Novo”, Section 3.3(a), Section 5.10,
and Subsection 5.12(b) as they pertain to Novo, and this clause of Section 6.6 shall not be amended or waived
without the consent of Novo Holdings A/S;


 


(f) Section 5.10
and this clause of Section 6.6 as they pertain to Vida shall not be amended or waived without the consent of Vida Ventures,
LLC;


 


(g) Subsection
3.3(b) and this clause of Section 6.6 shall not be amended or waived without the consent of Eventide;


 


(h) Section 3.3(c),
Section 3.6, Section 5.10 and Section 6.13 as they pertain to Surveyor, and this clause of Section 6.6
shall not be amended or waived without the consent of Surveyor;


 


(i) Subsection
5.10 and this clause of Section 6.6 shall not be amended or waived without the consent of Harvard Management Private
Equity Corporation;


 


(j) Subsection
5.10 and this clause of Section 6.6 shall not be amended or waived without the consent of Al-Rayyan;


 


(k) Subsections
5.10, 6.13 and 6.14, and this clause of Section 6.6 shall not be amended or waived without the consent
of OCV; and


 


(l) the definitions
of “Affiliate” as it pertains to a specific Holder shall not be amended or waived without the consent of such Holder.


 


(m) Notwithstanding
the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to
any Investor without the written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in
the same fashion. The Company and the Investors agree that a waiver of the provisions of Section 4 with respect to a particular
transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms, notwithstanding the fact
that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction; provided, however, that
in the event that any Investor or its Affiliate nonetheless purchases New Securities being issued in such financing transaction after
such waiver has been obtained (any such Investor and its Affiliates, collectively, a “Participating Investor”), then
each other Investor shall be permitted to purchase up to the same percentage (not to exceed 100%) of its pro rata share of New Securities
issued in such financing transaction as the percentage of the pro rata share of the New Securities so purchased by the Participating
Investor purchasing the largest portion of such Participating Investor’s pro rata share in such financing transaction. 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 Subsection 6.6
shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any
term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing
waiver of any such term, condition, or provision.


 



     



     


    

 


(n) Subsection
6.6(m) and this clause of Section 6.6 shall not be amended or waived without the consent of each of the Investors.”


 


		2.	MISCELLANEOUS.



 


Each of the undersigned Amending
Investors represents and warrants to the Company, severally and not jointly, that the number of shares of Common Stock issued to such
Holder upon the conversion of such Holder’s Preferred Stock in connection with the IPO held by such Holder on the date hereof is
set forth on the applicable signature page hereto.


 


Except as specifically amended
herein, the Investors’ Rights Agreement is hereby ratified and confirmed and shall remain in full force and effect. Each reference
in the Investors’ Rights Agreement to “this Agreement,” “hereunder,” “hereof,” “herein”
or words of like import shall mean and be a reference to the Investors’ Rights Agreement, as amended by this Amendment.


 


This Amendment and any controversy
arising out of or relating to this Amendment shall be governed by and construed in accordance with the internal laws of the State of
Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State
of Delaware.


 


This Amendment may be executed
in several counterparts (including by facsimile or other electronic means), each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


[Signature Page Follows]


 



     



     


    

 





IN
WITNESS WHEREOF, each undersigned Investor has executed this Amendment as of the date first written above.


 


	 	NOVO HOLDINGS
    A/S
	 	 	 
	 	By:	/s/ Scott Beardsley
	 	 	Name: Scott Beardsley
	 	 	Title: Managing Partner
	 	 	Novo Ventures (US) Inc.
	 	 	 
	 	Number of shares of Common Stock Issued Upon Conversion of Preferred Stock Held as of the Date Hereof: 250,000



 



     



     


    

 


IN
WITNESS WHEREOF, each undersigned Investor has executed this Amendment as of the date first written above.


 


	 	VIDA VENTURES,
    LLC
	 	 	 
	 	By:	/s/
    Stefan Vitorovic
	 	 	Name: 	Stefan Vitorovic
	 	 	Title: 	Managing Director
	 	 	 
	 	Number of shares of Common Stock Issued Upon Conversion of Preferred Stock Held as of the Date Hereof: 2,939,329



 










    	 



    	 



    

 


IN
WITNESS WHEREOF, each undersigned Investor has executed this Amendment as of the date first written above.


 


	 	CLARUS LIFESCIENCES III, L.P.
	 	By: Clarus Ventures III GP, L.P., its general
    partner
	 	By: Blackstone Clarus III L.L.C., its general
    partner
	 	By: Blackstone Holdings II L.P., its managing
    member
	 	By: Blackstone Holdings I/II GP L.L.C., its general
    partner
	 	By: Blackstone Group Inc., its managing member




 


 


	 	By:	/s/
    Robert W. Liptak
	 	 	Name: 	Robert W. Liptak
	 	 	Title: 	Senior Managing Director



 


	 	Number of shares of Common Stock Issued Upon Conversion of Preferred
    Stock Held as of the Date Hereof: 4,894,109




 









    



    


    

 


IN
WITNESS WHEREOF, each undersigned Investor has executed this Amendment as of the date first written above.


 


	 	MUTUAL FUND SERIES TRUST, ON BEHALF OF EVENTIDE HEALTHCARE &
    LIFE SCIENCES FUND
	 	 	 
	 	By:	/s/
    Erik Naviloff
	 	 	Name: 	Erik Naviloff
	 	 	Title: 	Treasurer
	 	 	 
	 	Number of shares of Common Stock Issued Upon Conversion of
    Preferred Stock Held as of the Date Hereof: 1,896,373
	 	 	 
	 	MUTUAL FUND SERIES TRUST, ON BEHALF OF EVENTIDE GILEAD FUND
	 	 	 
	 	By:	/s/
    Erik Naviloff
	 	 	Name: 	Erik Naviloff
	 	 	Title: 	Treasurer
	 	 	 
	 	Number of shares of Common Stock Issued Upon Conversion of
    Preferred Stock Held as of the Date Hereof: 1,566,708




 






    



    


    

 


	Acknowledged and Agreed:	 
	 	 
	PRAXIS PRECISION MEDICINES, INC.	 
	 	 
	 	 
	By:	/s/
    Marcio Souza	 
	Name:	Marcio Souza	 
	Title:	President and Chief Executive Officer