EX-10.1






 Exhibit 10.1 

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 

SANA BIOTECHNOLOGY, INC. 

FEBRUARY 13, 2019 













 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of February 13, 2019, by and
among Sana Biotechnology, Inc. a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”. 

RECITALS 

WHEREAS, certain of the Investors (the “Existing Investors”) hold shares of the Company’s Series A-1 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 that certain Investors’
Rights Agreement, dated as of October 2, 2018, by and among the Company and such Existing Investors (the “Prior Agreement”); and 

WHEREAS, the Existing Investors are holders of at least seventy-five percent (75%) of the Registrable Securities (as defined in the
Prior Agreement), and desire to amend and restate the Prior Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu of the rights granted to them under the Prior Agreement; and 

WHEREAS, certain of the Investors are parties to that certain Series A-2/B Preferred Stock
Purchase Agreement of even date herewith by and among the Company and such Investors (the “Purchase Agreement”), under which certain of the Company’s and such Investors’ obligations are conditioned upon the execution and
delivery of this Agreement by such Investors, Existing Investors holding at least seventy-five percent (75%) of the Registrable Securities (as defined in the Prior Agreement) and the Company; 

NOW, THEREFORE, the Company and the Existing Investors hereby agree that the Prior Agreement shall be superseded and replaced in its
entirety by this Agreement, and the parties to this Agreement further agree as follows: 
 1. Definitions. For purposes of
this Agreement: 
 1.1 “Affiliate” means, with respect to any specified Person, any other Person who,
directly or indirectly, controls, is controlled by, or is under common control with such Person, including, without limitation, any general partner, limited partner, manager, member, managing member, officer, director, employee or trustee of such
Person or any trust for the benefit of any of the foregoing or any Affiliate of the foregoing, or any investment fund or account, venture capital fund or registered investment company now or hereafter existing that is controlled by one or more
general partners, managing members or investment advisers of, or shares the same (or an affiliate of the same) management company or investment adviser with, such Person; and, in addition, with respect to the Baillie Gifford Investor, any person
that receives, directly or indirectly, investment management or management advisory services from Baillie Gifford. For purposes of this definition of “Affiliate,” the term “control” when used with respect to any Person shall mean
the power to direct the management or policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” shall have meanings
correlative to the foregoing. 













 1.2 “ARCH” means ARCH Venture Fund IX, L.P., ARCH Venture
Fund IX Overage, L.P., ARCH Venture Fund X, L.P., ARCH Venture Fund X Overage, L.P. and their Affiliates. 
 1.3
“Baillie Gifford” means, collectively, Baillie Gifford & Co. or Baillie Gifford Overseas Limited and any successor or affiliated registered investment advisor to the Baillie Gifford Investor. 

1.4 “Baillie Gifford Investor” means Scottish Mortgage Investment Trust plc, which is an advisory client of
Baillie Gifford. 
 1.5 “Common Stock” means shares of the Company’s common stock, par value $0.0001
per share. 
 1.6 “Damages” means any loss, damage, claim or liability (joint or several) to which a party
hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon: (i) any untrue statement or
alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged
omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or
Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law. 

1.7 “Derivative Securities” means any securities or rights convertible into, or exercisable or exchangeable
for (in each case, directly or indirectly), Common Stock, including options and warrants. 
 1.8 “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 

1.9 “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. 
 1.10 “Flagship” means Flagship Pioneering and its Affiliates. 

1.11 “F-Prime” means F-Prime
Capital Partners Life Sciences Fund VI LP and its Affiliates. 

  
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 1.12 “Form
S-1” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC. 

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

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

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

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

1.17 “Initiating Holders” means, collectively, Holders who properly initiate a registration request under this
Agreement. 
 1.18 “IPO” means the Company’s first underwritten public offering of its Common Stock
under the Securities Act. 
 1.19 “Key Employee” means any executive-level employee (including, division
director and vice president-level positions) as well as any employee who, either alone or in concert with others, develops, invents, programs, or designs any Company Intellectual Property (as defined in the Purchase Agreement). 

1.20 “Major Investor” means any Investor that, individually or together with such Investor’s Affiliates,
either (i) purchases (or who has committed to purchase pursuant to the Purchase Agreement), or (ii) receives pursuant to the Agreement and Plan of Merger by and among the Company, Sana Biotechnology IV, Inc., Cobalt Biomedicine, Inc., and
VentureLabs VI, Inc., dated as of December 20, 2018, as amended (the “Merger Agreement”), at least 10,000,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination or other
recapitalization or reclassification effected after the date hereof). 
 1.21 “New Securities” means,
collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or
exchangeable into or exercisable for such equity securities. 
 1.22 “Person” means any individual,
corporation, partnership, trust, limited liability company, association or other entity. 

  
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 1.23 “Preferred Directors” means the five
(5) directors of the Company that the holders of record of the Preferred Stock are entitled to elect pursuant to the Company’s Amended and Restated Certificate of Incorporation. 

1.24 “Preferred Stock” means shares of the Company’s Series A-1
Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock, collectively. 

1.25 “Registrable Securities” means (i) the Common Stock issuable or issued upon conversion of the
Preferred Stock, excluding any Common Stock issued upon conversion of the Preferred Stock pursuant to the “Special Mandatory Conversion” provisions of the Company’s Amended and Restated Certificate of Incorporation; (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 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. 

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

1.27 “Requisite Holders” means (a) prior to the issuance of Series B Preferred Stock, the holders of at
least 70% of the outstanding Series A-1 Preferred Stock and Series A-2 Preferred Stock, voting together as a single class on an as converted basis, and which must
include Series B Large Investors (as defined in the Purchase Agreement) representing at least a majority of the Series B Preferred Stock that all Series B Large Investors have committed to purchase pursuant to the Purchase Agreement, and
(b) following the issuance of the Series B Preferred Stock, the holders of at least 61% of the outstanding Preferred Stock, voting together as a single class on an as converted basis, and which must include the holders of at least a majority of
the Series B Preferred Stock then held by the Series B Large Investors. 
 1.28 “Restricted Securities”
means the securities of the Company required to be notated with the legend set forth in Subsection 2.12(b) hereof. 

1.29 “SEC” means the Securities and Exchange Commission. 

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

  
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 1.31 “SEC Rule 145” means Rule 145 promulgated by the SEC
under the Securities Act. 
 1.32 “Securities Act” means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder. 
 1.33 “Selling Expenses” means all underwriting discounts,
selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company
as provided in Subsection 2.6. 
 1.34 “Series A-1 Preferred
Stock” means shares of the Company’s Series A-1 Preferred Stock, par value $0.0001 per share. 

1.35 “Series A-2 Preferred Stock” means shares of the Company’s
Series A-2 Preferred Stock, par value $0.0001 per share. 
 1.36 “Series B Preferred Stock” means shares of
the Company’s Series B Preferred Stock, par value $0.0001 per share. 
 2. Registration Rights. The Company covenants and agrees
as follows: 
 2.1 Demand Registration. 

(a) Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of
this Agreement or (ii) one hundred and eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Major Investors holding forty percent (40%) of the Registrable Securities held
by all Major Investors that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then held by all Major Investors (or a lesser
percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $20 million) then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand
Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be
included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections
2.1(c) and 2.3. 
 (b) Form S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Major Investors holding at least twenty-five percent (25%) of the Registrable Securities held by all Major Investors 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 $15 million then the Company
shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as 

  
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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 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. 

(c) Notwithstanding the foregoing obligations, if the Company furnishes to such 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 ninety (90) 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 ninety (90) day period other than an Excluded Registration. 

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

  
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 2.2 Company Registration(a) . If the Company proposes to register (including, for
this purpose, a registration effected by the Company for stockholders other than the Holders) any of its Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded
Registration), the Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within 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 at least a majority of the voting power 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. 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 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 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. 
 (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 

  
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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 ninety
(90) days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold; 
 (b) prepare
and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of
all securities covered by such registration statement; 
 (c) furnish to the selling Holders such numbers of copies of a prospectus,
including a preliminary prospectus, as required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities; 

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

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

(g) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for
all such Registrable Securities, in each case not later than the effective date of such registration; 
 (h) promptly make available for
inspection by the selling Holders, any 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; 

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

(j) after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or
supplement such registration statement or prospectus. 
 In addition, the Company shall ensure that, at all times after any registration
statement covering a public offering of securities of the Company under the Securities Act shall have become effective, its insider trading policy shall provide that the Company’s directors may implement a trading program under Rule 10b5-1 of the Exchange Act. 
 2.5 Furnish Information. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities. 

2.6 Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or
qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and
disbursements, not to exceed $50,000, of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay
for any expenses of any registration proceeding begun pursuant to Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of at least 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 at least a majority of the Registrable Securities agree
to forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material
adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall
not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this
Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf. 

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

  
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 2.8 Indemnification. If any Registrable Securities are included in a registration
statement under this Section 2: 
 (a) To the extent permitted by law, the Company will indemnify and hold
harmless each selling Holder, and the partners, members, officers, directors, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each
Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person
any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement
contained in this 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. 
 (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 

  
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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, and otherwise shall survive the termination of this
Agreement. 
 2.9 Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule
144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company
shall: 
 (a) make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all
times after the effective date of the registration statement filed by the Company for the IPO; 
 (b) use commercially reasonable efforts to
file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and 

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

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 Requisite Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder the right to include securities in any registration on other than
either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after all Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that they wish to so include; or
(ii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to Registrable Securities acquired by any additional
Investor that becomes a party to this Agreement in accordance with Subsection 6.9. 

  
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 2.11 “Market
Stand-off” Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the
final prospectus relating to the registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act for its IPO and ending on the date specified by the Company and the managing underwriter (such period
not to exceed one hundred eighty (180) days), or such longer period as may be required to accommodate applicable regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations
and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2241, or any successor provisions or amendments thereto), (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 (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) 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 the sale of any shares acquired in the IPO or open market following the IPO or 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 owning more than one percent (1.0%) of the Company’s outstanding Common Stock (after giving effect
to conversion into Common Stock of all outstanding Preferred Stock) are subject to the same restrictions. The underwriters in connection with such registration are intended third-party beneficiaries of this
Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in
connection with such registration that are consistent with this Subsection 2.11 or that are necessary to give further effect thereto. Subject to customary shareholding thresholds and exceptions, any discretionary waiver or termination of the
restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such agreement. 

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. 

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

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

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

(c) The holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of
this Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, 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 notice, legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144; or (y) in any transaction in which
such Holder distributes Restricted Securities to an Affiliate of such Holder; provided that each transferee agrees in writing to be subject to the terms of this Subsection 2.12. Each certificate, instrument, or book entry representing
the Restricted Securities transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, 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 Amended and Restated Certificate of
Incorporation; 
 (b) such time after the IPO as Rule 144 or another similar exemption under the Securities Act is available for the sale
of all of such Holder’s shares without limitation during a three-month period without registration; and 
 (c) the fifth
anniversary of the IPO. 
 3. Information and Observer Rights. 

3.1 Delivery of Financial Statements. The Company shall deliver to each Major Investor, provided that the Board of Directors has
not reasonably determined that such Major Investor is a competitor of the Company: 
 (a) as soon as practicable, but in any event within
one hundred twenty (120) days after the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual
amounts as of and for such fiscal year and (y) the comparable amounts for the prior year and as included in the Budget (as defined below) for such year, with an explanation of any material differences between such amounts and a schedule as to
the sources and applications of funds for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants selected by the Company;
provided, however, the obligation to deliver such financial statements audited and certified shall not apply until fiscal year 2019; 
 (b)
as soon as practicable, but in any event within thirty (30) days after the end of each month and each of the first three (3) quarters of each fiscal year of the Company respectively, unaudited statements of income and cash flows for such
month or quarter, as applicable, including comparison of actuals against the Budget (as defined below), and an unaudited balance sheet as of the end of such month or quarter, as applicable, all prepared in accordance with GAAP (except that such
financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); 

  
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 (c) as soon as practicable, but in any event within forty-five (45) days after the end
of each quarter of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period,
the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock
options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief
executive officer of the Company as being true, complete, and correct; 
 (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”), prepared on a monthly basis, including balance sheets, income statements, and statements of cash
flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; and 
 (e) such other
information relating to the financial condition, capitalization, 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 confidential information (unless covered by an enforceable confidentiality agreement, in a form
acceptable to the Company); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 

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

Notwithstanding anything else in this 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. 
 Except as set forth in Subsection 3.3, the
information rights set forth in this Subsection 3.1 shall not be terminated with respect to any Major Investor without such Major Investor’s prior written consent. 

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

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

3.4 Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any
purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless
such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor
without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company;
provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its
investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; (iii) to any existing or
prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to
maintain the confidentiality of such information; or (iv) as may otherwise be required by law or legal order, provided that the Investor, to the extent legally permissible, promptly notifies the Company of such disclosure and takes
reasonable steps in accordance with applicable law (as determined by Investor’s counsel) to minimize the extent of any such required disclosure. 

4. Rights to Future Stock Issuances. 

4.1 Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the
Company proposes to offer or sell any New Securities the Company shall first offer such New Securities to each Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted to it, in such proportions as it
deems appropriate, among itself and its Affiliates. 
 (a) The Company shall give notice (the “Offer Notice”) to each
Major Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. 

  
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 (b) By notification to the Company within twenty (20) days after the Offer Notice is
given, each Major Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major
Investor (including all shares of Common Stock issuable or issued upon conversion of the Preferred Stock but excluding any other Derivative Securities then held by such Major Investor or shares reserved under any equity compensation plan) bears to
the total Common Stock of the Company then outstanding immediately prior to the issuance of such New Securities (including all shares of Common Stock issuable or issued upon conversion of Preferred Stock but excluding any other Derivative Securities
or shares reserved under any equity compensation plan). At the expiration of such twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a
“Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the 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 Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors
which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising
Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors
who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of one hundred and twenty (120) days of the date that the Offer Notice is given and the date of
initial sale of New Securities pursuant to Subsection 4.1(c). 
 (c) If all New Securities referred to in the Offer Notice are not elected
to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed
portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New
Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first
reoffered to the Major Investors in accordance with this Subsection 4.1. 
 (d) The right of first offer in this Subsection
4.1 shall not be applicable to (i) Exempted Securities (as defined in the Restated Certificate), (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Preferred Stock pursuant to
Section 1.2 of the Purchase Agreement. 
 4.2 Termination. The covenants set forth in Subsection 4.1 shall
terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or
(iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Amended and Restated Certificate of Incorporation, whichever event occurs first. 

  
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 5. Additional Covenants. 

5.1 Insurance. The Company shall use its commercially reasonable efforts to obtain, within ninety (90) days of the date hereof,
from financially sound and reputable insurers Directors and Officers liability insurance in an amount and on terms and conditions satisfactory to the Board of Directors, and will use commercially reasonable efforts to cause such insurance policy to
be maintained until such time as the Board of Directors determines that such insurance should be discontinued. 
 5.2 Employee
Agreements. The Company will cause each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets
to enter into a nondisclosure and proprietary rights assignment agreement in the form previously approved by 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 (i) the 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 (ii) a market stand-off provision substantially similar to that in Subsection 2.11. In addition, unless otherwise approved by the Board of Directors, the Company shall retain a “right of first refusal” on
employee transfers (subject to customary exempt 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 Certain Board of Directors Matters. So long as the holders of Preferred Stock are entitled to elect the Preferred Directors, the
Company hereby covenants and agrees with each of the Investors that it shall not, without approval of the Board of Directors, which approval must include the affirmative vote of at least three of the Preferred Directors: 

(a) 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 Amended and Restated Certificate of Incorporation; 
 (b) sell, assign,
exclusively license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; 

(c) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of
money or assets greater than $10,000,000; 

  
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 (d) make any investment inconsistent with any investment policy approved by the Board of
Directors; 
 (e) hire, terminate, or change the compensation of the executive officers, including approving any option grants or stock
awards to executive officers; 
 (f) change the principal business of the Company, enter new lines of business, or exit the current line of
business; or 
 (g) increase the shares of Common Stock reserved for issuance under the Company’s 2018 Equity Incentive Plan or adopt
any other equity incentive plan. 
 The Company further agrees that it shall (i) provide full disclosure to the Board of Directors of any discussions
relating to the potential sale of the Company, and/or the sale or licensing of any material assets, intellectual property or marketing rights of the Company, and of any adverse developments and (ii) reimburse the nonemployee directors for all
reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors.

 5.5 Successor Indemnification. If the Company or any of its successors or assignees consolidates with or merges into any other
Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the
Company with respect to indemnification of members of the Board of Directors as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, its Amended and Restated Certificate of
Incorporation, or elsewhere, as the case may be. 
 5.6 Expenses of Counsel. In the event of a transaction which is a Sale of the
Company (as defined in the Amended and Restated Voting Agreement of even date herewith among the Investors, the Company and the other parties named therein), the reasonable fees and disbursements of one counsel for the Major Investors
(“Investor Counsel”), in their capacities as stockholders, shall be borne and paid by the Company. At the outset of considering a transaction which, if consummated would constitute a Sale of the Company, the Company shall obtain the
ability to share with the Investor Counsel (and such counsel’s clients) and shall share the confidential information (including, without limitation, the initial and all subsequent drafts of memoranda of understanding, letters of intent and
other transaction documents and related noncompete, employment, consulting and other compensation agreements and plans) pertaining to and memorializing any of the transactions which, individually or when aggregated with others would constitute the
Sale of the Company. The Company shall be obligated to share (and cause the Company’s counsel and investment bankers to share) such materials when distributed to the Company’s executives and/or any one or more of the other parties to such
transaction(s). In the event that Investor Counsel deems it appropriate, in its reasonable discretion, to enter into a joint defense agreement or other arrangement to enhance the ability of the parties to protect their communications and other
reviewed materials under the attorney client privilege, the Company shall, and shall direct its counsel to, execute and deliver to Investor Counsel and its clients such an 

  
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agreement in form and substance reasonably acceptable to Investor Counsel. In the event that one or more of the other party or parties to such transactions require the clients of Investor Counsel
to enter into a confidentiality agreement and/or joint defense agreement in order to receive such information, then the Company shall share whatever information can be shared without entry into such agreement and shall, at the same time, in good
faith work expeditiously to enable Investor Counsel and its clients to negotiate and enter into the appropriate agreement(s) without undue burden to the clients of Investor Counsel. 

5.7 Right to Conduct Activities5.7 . The Company hereby acknowledges that each of ARCH, Flagship, GV 2019, L.P.
(“GV”), Investment Corporation of Dubai (“ICD”), F-Prime, Osage University Partners (“OUP”), Alaska Permanent Fund Corporation or Crestline
(“APFC/Crestline”), Baillie Gifford and the Baillie Gifford Investor is an investment fund or venture arm of its Affiliates or is the venture capital division or affiliate of an operating company, and as such invests in numerous
portfolio companies and has affiliates, some of which may be deemed competitive with the Company’s business. Neither ARCH, Flagship, GV, ICD, F-Prime, OUP, APFC/Crestline, Baillie Gifford nor the Baillie
Gifford Investor (each, a “Fund”), nor any of their respective partners, employees, Affiliates, advisors or affiliated investment funds shall be liable to the Company for any claim arising out of, or based upon, (i) the
investment by such Fund or any affiliated investment fund in any entity, or activities of such Affiliates, that may be competitive to the Company or (ii) actions taken by any partner, officer, advisor or other representative of such Fund in
his, her or its capacity as such to assist any such competitive company (including their activities in connection with their Affiliates). ARCH, Flagship, GV, ICD, F-Prime, OUP, APFC/Crestline, Baillie Gifford
and the Baillie Gifford Investor are not currently and in the future shall not be deemed to be “competitors” for the purposes of Section 3.1 or Section 3.2; provided, however, that nothing herein shall relieve any Fund or any
other party from liability associated with misuse of the Company’s confidential information as set forth herein. 
 5.8
Indemnification Matters. The Company hereby acknowledges that one (1) or more of the directors nominated to serve on the Board of Directors by the Investors (each an “Investor Director”) may have certain rights to
indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and certain of their Affiliates (collectively, the “Investor Indemnitors”). The Company hereby agrees (a) that it is the
indemnitor of first resort (i.e., its obligations to any such Investor Director are primary and any obligation of the Investor Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such
Investor Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Investor Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in
settlement by or on behalf of any such Investor Director to the extent legally permitted and as required by the Company’s Amended and Restated Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such
Investor Director), without regard to any rights such Investor Director may have against the Investor Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Investor Indemnitors from any and all claims against the
Investor Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Investor Indemnitors on behalf of any such Investor Director with respect
to any claim for which such Investor Director has sought indemnification from the Company shall affect the foregoing and the Investor Indemnitors shall have a right of contribution 

  
 22 














 
and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Investor Director against the Company. The Investor Directors and the Investor
Indemnitors are intended third-party beneficiaries of this Subsection 5.8 and shall have the right, power and authority to enforce the provisions of this Subsection 5.8 as though they were a
party to this Agreement. 
 5.9 Tax Reporting. The Company will comply with any obligation imposed on the Company to make any filing
(including any filing on Internal Revenue Service Form 5471) as a result of any interest that the Company holds in a non-U.S. Person or any activities that the Company conducts outside of the U.S. and shall
include in such filing any information necessary to obviate (to the extent possible) any similar obligation to which any shareholder would otherwise be subject with respect to such interest or such activity. The Company shall promptly provide each
Investor with a copy of any such filing. 
 5.10 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. At least three of the Preferred Directors shall be entitled to membership
on any committee of the Board of Directors so long as such committee was not formed, in whole or in part, to address a conflict of interest or potential conflict of interest involving any Investor designated by such Preferred Director(s). 

5.11 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. 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 (as defined in the Purchase Agreement). 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. 

  
 23 














 5.12 Qualified Small Business Stock. The Company shall use commercially reasonable
efforts to cause the shares of Series A-1 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 of Directors of the
Company 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 (i) 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 (ii) 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. 
 5.13 Affiliate Transactions.
The Company shall not enter into any material transaction with an Affiliate of the Company or an Affiliate of any of the Company’s Major Investors (other than as contemplated by (i) the Transaction Agreements (as defined in the Purchase
Agreement) or future bona fide equity financing transaction on an arm’s length basis, and (ii) the Merger Agreement and the transactions and documentation contemplated therein, including the exhibits thereto), without the prior written
consent of the holders of a majority of the shares of Preferred Stock held by disinterested Investors with respect to such transaction, voting together as a single class on an as-converted basis. 

5.14 Voting Agreements. Other than as contemplated by the Transaction Agreements (as defined in the Purchase Agreement), in the event
any Investor enters into an agreement with any other Investor pursuant to which such Investors agree to vote their shares in a particular manner, such Investors shall promptly disclose the terms of such agreement in writing to the Company and to the
other Investors. 
 5.15 Non-Competition Compliance. The Company covenants and agrees not to
knowingly cause any of its employees that are subject to an agreement containing a non-competition provision in favor of Juno Therapeutics, Inc. and/or Celgene Corporation to violate such provision, and to
take reasonable steps to monitor compliance with any such provisions. 
 5.16 Termination of Covenants. The covenants set forth in
this Section 5, except for Subsections 5.5, 5.6, 5.7 and 5.8, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO or (ii) when the Company first becomes
subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Amended and Restated Certificate of Incorporation,
whichever event occurs first. 
 6. Miscellaneous. 

6.1 Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder
to a transferee of Registrable Securities that (i) is an Affiliate of a Holder; (ii) is a Holder’s Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder’s Immediate Family Members
or (iii) after 

  
 24 














 
such transfer, holds at least 10,000,000 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 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, 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. 
 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. 
 6.5 Notices. 

(a) All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given
upon the earlier of actual receipt or (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail or facsimile during the recipient’s normal business hours, and if not sent during normal business
hours, then on the recipient’s next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) 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 shall also be sent to: 

  
 25 














 Brian J. Cuneo, Esq. 

Latham & Watkins LLP 
 140
Scott Drive 
 Menlo Park, CA 94025 

fax: (650) 463-2600 / brian.cuneo@lw.com 

and if notice is given to the Investors, a copy shall also be given to: 

Ori Solomon, Esq. 

Morrison & Foerster LLP 

200 Clarendon Street, Floor 20 

Boston, MA 02116 
 ori@mofo.com 

(b) Consent to Electronic Notice. Each Investor and Key Holder consents to the delivery of any stockholder notice pursuant to the
Delaware General Corporation Law (the “DGCL”), as amended or superseded from time to time, by electronic transmission pursuant to Section 232 of the DGCL (or any successor thereto) at the electronic mail address or the
facsimile number set forth below such Investor’s or Key Holder’s name on the Schedules hereto, as updated from time to time by notice to the Company, or as on the books of the Company. To the extent that any notice given by means of
electronic transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected electronic mail address has been provided, and such attempted Electronic Notice shall be
ineffective and deemed to not have been given. Each Investor and Key Holder agrees to promptly notify the Company of any change in such stockholder’s electronic mail address, and that failure to do so shall not affect the foregoing. 

6.6 Amendments and Waivers. Any term of this Agreement may be amended 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 (i) the Company and (ii) the Requisite Holders; provided that the Company may in its sole discretion waive
compliance with Subsection 2.12(c) (and the Company’s failure to object promptly in writing after notification of a proposed assignment allegedly in violation of Subsection 2.12(c) shall be deemed to be a waiver); and provided
further that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing, (i) this Agreement may not be amended or terminated and the observance
of any term hereof may not be waived in a manner that affects any Investor in a manner disproportionately adverse to any other Investor without the written consent of such disproportionately affected Investor (it being agreed that a waiver of the
provisions of Section 4 with respect to a particular transaction shall not be deemed to disproportionately affect any Investor if such waiver applies in the same manner by its terms, notwithstanding the fact that certain
Investors may nonetheless, by agreement with the Company, purchase securities in such 

  
 26 














 
transaction) (ii) Subsection 5.7 may not be amended or terminated and the observance of any term thereof may not be waived with respect to ARCH, Flagship, GV, F-Prime, OUP, APFC/Crestline, ICD, Baillie Gifford or the Baillie Gifford Investor without the written consent of ARCH, Flagship, GV, F-Prime, OUP, APFC/Crestline, ICD,
Baillie Gifford or the Baillie Gifford Investor, as applicable, and (iii) neither clause (ii) of Subsection 1.20 nor clause (ii) of Section 5.13 may be amended or terminated without the written
consent of Flagship. 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. 
 6.7
Severability. In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other
provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law. 

6.8 Aggregation of Stock. All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the
purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate. 

6.9 Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the
Company’s Series A-2 Preferred Stock or Series B Preferred Stock after the date hereof, whether pursuant to the Purchase Agreement or otherwise, any purchaser of such shares of Series A-2 Preferred Stock or Series B Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an
“Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of
the obligations as an “Investor” hereunder. 
 6.10 Entire Agreement. This Agreement (including any Schedules and Exhibits
hereto) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly
canceled. 
 6.11 Dispute Resolution. Any unresolved controversy or claim arising out of or relating to this Agreement, except as
(i) otherwise provided in this Agreement, or (ii) any such controversies or claims arising out of either party’s intellectual property rights for which a provisional remedy or equitable relief is sought, shall be submitted to
arbitration by one arbitrator mutually agreed upon by the parties, and if no agreement can be reached within thirty (30) days after names of potential arbitrators have been proposed by the American Arbitration Association (the
“AAA”), then by one arbitrator having reasonable experience in corporate finance transactions 

  
 27 














 
of the type provided for in this Agreement and who is chosen by the AAA. The arbitration shall take place in San Francisco, California, in accordance with the AAA rules then in effect, and
judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and
copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (b) depositions of all party witnesses, and (c) such other depositions as may be allowed by the arbitrators upon a showing of good
cause. Depositions shall be conducted in accordance with the Delaware Code of Civil Procedure, the arbitrator shall be required to provide in writing to the parties the basis for the award or order of such arbitrator, and a court reporter shall
record all hearings, with such record constituting the official transcript of such proceedings. 
 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. 

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 Acknowledgment. The Company acknowledges that the
Investors are in the business of venture capital investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or
indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete
with those of the Company. 

  
 28 














 6.14 Effect on Prior Agreement. Upon the execution and delivery of this Agreement by
the Company and the holders of at least 75% of the Preferred Stock held by those Investors who are party to the Prior Agreement (measured before giving effect to any purchase of shares of Series A-2 Preferred
Stock or Series B Preferred Stock by such Investors), the Prior Agreement automatically shall terminate and be of no further force and effect and shall be amended and restated in its entirety as set forth in this Agreement. 

[Remainder of Page Intentionally Left Blank] 
  

  
 29 














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

			
	COMPANY:
	
	SANA BIOTECHNOLOGY, INC.
		
	By:	 	 /s/ Steven Harr, M.D.

	Name: Steven Harr, M.D.
	Title: Chief Executive Officer



  

SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT 














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

			
	ARCH VENTURE FUND IX, L.P.
	
	By: ARCH Venture Partners IX, L.P., its General Partner
	
	By: ARCH Venture Partners IX, LLC, its General Partner
		
	By:	 	 /s/ Mark McDonnell

	Name: Mark McDonnell
	Title: Managing Director
	
	Addresses for notices:
	
	c/o ARCH Venture Partners
	8755 W. Higgins Road, Suite 1025
	Chicago, IL 60631
	Attn: Mark McDonnell
	Phone: (773) 380-6600
	Email: mmcdonnell@archventure.com
	
	With a mandatory copy, which shall not constitute notice, to:
	
	Morrison & Foerster LLP
	200 Clarendon Street, Floor 20
	Boston, MA 02116
	Attn: Ori Solomon
	ori@mofo.com



  

SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT 














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

			
	ARCH VENTURE FUND IX OVERAGE, L.P.
	
	By: ARCH Venture Partners IX Overage, L.P., its General Partner
	
	By: ARCH Venture Partners IX, LLC, its General Partner
		
	By:	 	 /s/ Mark McDonnell

	Name: Mark McDonnell
	Title: Managing Director
	
	Addresses for notices:
	
	c/o ARCH Venture Partners
	8755 W. Higgins Road, Suite 1025
	Chicago, IL 60631
	Attn: Mark McDonnell
	Phone: (773) 380-6600
	Email: mmcdonnell@archventure.com
	
	With a mandatory copy, which shall not constitute notice, to:
	
	Morrison & Foerster LLP
	200 Clarendon Street, Floor 20
	Boston, MA 02116
	Attn: Ori Solomon
	ori@mofo.com



  

SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT 














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

			
	ARCH VENTURE FUND X, L.P.
	
	By: ARCH Venture Partners X, L.P., its General Partner
	
	By: ARCH Venture Partners X, LLC, its General Partner
		
	By:	 	 /s/ Mark McDonnell

	Name: Mark McDonnell
	Title: Managing Director
	
	Addresses for notices:
	
	c/o ARCH Venture Partners
	8755 W. Higgins Road, Suite 1025
	Chicago, IL 60631
	Attn: Mark McDonnell
	Phone: (773) 380-6600
	Email: mmcdonnell@archventure.com
	
	With a mandatory copy, which shall not constitute notice, to:
	
	Morrison & Foerster LLP
	200 Clarendon Street, Floor 20
	Boston, MA 02116
	Attn: Ori Solomon
	ori@mofo.com



  

SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT 














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

			
	ARCH VENTURE FUND X OVERAGE, L.P.
	
	By: ARCH Venture Partners X Overage, L.P., its General Partner
	
	By: ARCH Venture Partners X, LLC, its General Partner
		
	By:	 	 /s/ Mark McDonnell

	Name: Mark McDonnell
	Title: Managing Director
	
	Addresses for notices:
	
	c/o ARCH Venture Partners
	8755 W. Higgins Road, Suite 1025
	Chicago, IL 60631
	Attn: Mark McDonnell
	Phone: (773) 380-6600
	Email: mmcdonnell@archventure.com
	
	With a mandatory copy, which shall not constitute notice, to:
	
	Morrison & Foerster LLP
	200 Clarendon Street, Floor 20
	Boston, MA 02116
	Attn: Ori Solomon
	ori@mofo.com



  

SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT 














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

			
	F-PRIME CAPITAL PARTNERS LIFE SCIENCES FUND VI LP
	
	By: F-Prime Capital Partners Life Sciences Advisors Fund VI LP, its general partner
	
	By: Impresa Holdings LLC, its general partner
	
	By: Impresa Management LLC, its managing member
		
	By:	 	 /s/ Mary Bevelock Pendergast

	Name: Mary Bevelock Pendergast
	Title: Vice President
	
	Address for notices:
	
	One Main Street, 13th Floor, Cambridge, MA 02142, Attention: Mary Bevelock Pendergast
	Phone: (617) 231-2400
	Fax: (617) 231-2425
	Email: mpendergast@fprimecapital.com
	
	With a mandatory copy, which shall not constitute notice, to:
	
	Morrison & Foerster LLP
	200 Clarendon Street, Floor 20
	Boston, MA 02116
	Attn: Ori Solomon
	ori@mofo.com



  

SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT 














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

			
	THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK
		
	By:	 	 /s/ Julius Mercado

	Name:	 	Julius Mercadi
	Title:	 	Chief Operating Officer, Columbia Investment Management Company, L.L.C.



  

SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT 














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

			
	GV 2019 L.P.
	
	By: GV 2019 GP, L.P., its General Partner
	
	By: GV 2019 GP, L.L.C., its General Partner
		
	By:	 	 /s/ Daphne M. Chang

	Name: Daphne M. Chang
	Title: Authorized Signatory



  

SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT 














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

			
	ACCESS INDUSTRIES HOLDINGS LLC
	
	By: Access Industries Management, LLC, its Manager
		
	By:	 	 /s/ Alejandro Moreno

	Name: Alejandro Moreno
	Title: Executive Vice President
		
	By:	 	 /s/ Richard B. Storey

	Name: Richard B. Storey
	Title: Executive Vice President



  

SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT 














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

			
	SCOTTISH MORTGAGE INVESTMENT TRUST plc
	
	By: Executed for and on behalf of Scottish Mortgage Investment Trust plc, acting through its agent, Baillie Gifford & Co.
		
	By:	 	 /s/ Kave Sigaroudinia

	Name:	 	Kave Sigaroudinia
	Title:	 	Partner of Baillie Gifford & Co.



  

SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT 














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

			
	PLATINUM FALCON B 2018 RSC LTD.
		
	By:	 	 /s/ Mohamed Fahed Mohamed Abdulla AlMazrouei

	Name: Mohamed Fahed Mohamed Abdulla AlMazrouei
	Title: Authorized Signatory
		
	By:	 	 /s/ Saif Surour Omair Maaded AlMashghouni

	Name: Saif Surour Omair Maaded AlMashghouni
	Title: Authorized Signatory



  

SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT 














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

			
	OSAGE UNIVERSITY PARTNERS III, LP
		
	By:	 	Osage University GP III, LLC
	Its:	 	General Partner
		
	By:	 	 /s/ William Harrington

	Name: William Harrington
	Title: Managing Member



  

SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT 














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

			
	EXPLORE HOLDINGS LLC
		
	By:	 	 /s/ Paul Dauber

	Name: Paul Dauber
	Title: Manager



  

SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT 














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

			
	REED CAPITAL HOLDINGS 1 LTD.
		
	By:	 	 /s/ Nader Bekhouche

	Name: Nader Bekhouche
	Title: Director



  

SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT 














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

			
	ALTITUDE LIFE SCIENCE VENTURES FUND III, L.P.
		
	By:	 	 /s/ David Maki

	Name:	 	
	Title:	 	
	
	ALTITUDE LIFE SCIENCE VENTURES SIDE FUND III, L.P.
		
	By:	 	 /s/ David Maki

	Name:	 	
	Title:	 	



  

SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT 














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

			
	WO SELECT INVESTMENTS LLC
		
	By:	 	 /s/ Aaron Wolfson

	Name: Aaron Wolfson
	Title: Manager



  

SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT 














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

			
	ALEXANDRIA VENTURE INVESTMENTS, LLC,
	a Delaware limited liability company
		
	By:	 	ALEXANDRIA REAL ESTATE EQUITIES, INC.,
		 	a Maryland corporation, managing member
		
	By:	 	 /s/ Aaron Jacobson

	Name: Aaron Jacobson
	Title: SVP – Venture Counsel
	
	Address:    385 E. Colorado Blvd., Suite 299
		 	   Pasadena, CA 91101




  

SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT 














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

			
	CANADA PENSION PLAN INVESTMENT BOARD
		
	By:	 	 /s/ Frank Ieraci

	Name: Frank Ieraci
	Title: Managing Director
		
	By:	 	 /s/ Paul McCracken

	Name: Paul McCracken
	Title: Senior Portfolio Manager



  

SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT 














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

			
	SANA INVESTORS, LLC
		
	By:	 	 /s/ Steven Harr, M.D.

	Name: Steven Harr, M.D.
	Title: Manager



  

SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT 














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

			
	By:	 	 /s/ Steven Harr, M.D.

	Name: Steven Harr, M.D.
	
	Address for notices:
	715 McGilvra Boulevard East
	Seattle WA 98112
	sdharr@gmail.com



  

SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT 














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

			
	By:	 	 /s/ Hans Bishop.

	Name: Hans Bishop
	
	Address for notices:
	2212 Queen Anne Ave. North, #738
	Seattle WA 98109
	Email: hansbishop@me.com



  

SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT 














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

			
	HARVARD MANAGEMENT PRIVATE EQUITY CORPORATION
		
	By:	 	 /s/ Kathryn I. Murtagh

	Name: Kathryn I. Murtagh
	Title: Authorized Signatory
		
	By:	 	 /s/ James Perencevich

	Name: James Perenchevich
	Title: Authorized Signatory



  

SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT 














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

					
	CL EOF, L.P. - Fusion
	
	By: CL EOF (GP), L.L.C., its general partner of Series Fusion
		 	By: Crestline Investors, Inc., its manager
			
		 	By:	 	 /s/ John S. Cochran, Vice President

		 	Name: John S. Cochran, Vice President
	
	CL AK Fusion, L.P.
	
	By: Crestline SI (GP), L.P., its general partner
		 	By: Crestline Investors, Inc., its general partner
			
		 	By:	 	 /s/ John S. Cochran, Vice President

	        	 	Name: John S. Cochran, Vice President



  

SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT 














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

			
	By:	 	 /s/ Bryan White

	Name: Bryan White



  

SIGNATURE PAGE TO AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT 














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

			
	OMEGA FUND VI, L.P.
	
	By: Omega Fund VI GP, L.P., its General Partner
	By: Omega Fund VI GP Manager, Ltd., its General Partner
		
	By:	 	 /s/ Anne-Mari Paster

	Name: Anne-Mari Paster
	Title: Director















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

			
	PRESIDENT AND FELLOWS OF HARVARD COLLEGE
		
	By:	 	 /s/ Jordan B. Grant

	Name: Jordan B. Grant
	 Title:  Director of Technology Transactions Office of Technology
Development Harvard University
















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

			
	PSP PUBLIC CREDIT I INC.
		
	By:	 	 /s/ Sumita Banerjee

	Name: Sumita Banerjee
	Title: Authorized Signatory
		
	By:	 	 /s/ Loïc Julé

	Name: Loïc Julé
	Title: Authorized Signatory
	
	Address for notices:















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

	
	EMERSON COLLECTIVE INVESTMENTS, LLC
	
	 /s/ Steve McDermid

	Signature
	
	 Steve McDermid

	Print name
	
	 Authorized Signatory

	Print title
	
	 Address for notices
  

555 Bryant Street #259

	Palo Alto, CA 94301















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

			
	113011 INVESTMENT HOLDINGS LLC
		
	By:	 	 /s/ Andrew Mulderry

	Name:	 	Andrew Mulderry
	Title:	 	Authorized Signatory
	
	91313 INVESTMENT HOLDINGS LLC
		
	By:	 	 /s/ Andrew Mulderry 

	Name:	 	Andrew Mulderry
	Title:	 	Authorized Signatory
	
	63019 HOLDINGS, LLC
		
	By:	 	 /s/ Andrew Mulderry

	Name:	 	Andrew Mulderry
	Title:	 	Authorized Signatory
	
	PARAGON HOLDINGS II LLC
		
	By:	 	 /s/ Michael Minars

	Name:	 	Michael Minars
	Title:	 	Authorized Signatory
	
	YINGZHE ZHAO
	
	 /s/ Yingzhe Zhao

	
	Address for notices:
	
	 Unit A, 12/F, Tower 3 One Homantin

1 Sheung Foo Street

	Ho Man Tin
	Hong Kong















 SCHEDULE A 

Investors 
 ARCH Venture Fund IX, L.P.

 c/o ARCH Venture Partners 
 8755 West Higgins Road 

Suite 1025 
 Chicago, IL 60631 

Attn: Mark McDonnell 
 Email: mmcdonnell@archventure.com 

with a mandatory copy, which shall not constitute notice, to: 

Morrison & Foerster LLP 
 200 Clarendon Street, Floor 20

 Boston, MA 02116 
 Attn: Ori Solomon 

ori@mofo.com 
 ARCH Venture Fund IX Overage, L.P. 

c/o ARCH Venture Partners 
 8755 West Higgins Road 

Suite 1025 
 Chicago, IL 60631 

Attn: Mark McDonnell 
 Email: mmcdonnell@archventure.com 

with a mandatory copy, which shall not constitute notice, to: 

Morrison & Foerster LLP 
 200 Clarendon Street, Floor 20

 Boston, MA 02116 
 Attn: Ori Solomon 

ori@mofo.com 
 ARCH Venture Fund X, L.P. 

c/o ARCH Venture Partners 
 8755 West Higgins Road 

Suite 1025 
 Chicago, IL 60631 

Attn: Mark McDonnell 
 Email: mmcdonnell@archventure.com 













 with a mandatory copy, which shall not constitute notice, to: 

Morrison & Foerster LLP 
 200 Clarendon Street, Floor 20

 Boston, MA 02116 
 Attn: Ori Solomon 

ori@mofo.com 
 ARCH Venture Fund X Overage, L.P. 

c/o ARCH Venture Partners 
 8755 West Higgins Road 

Suite 1025 
 Chicago, IL 60631 

Attn: Mark McDonnell 
 Email: mmcdonnell@archventure.com 

with a mandatory copy, which shall not constitute notice, to: 

Morrison & Foerster LLP 
 200 Clarendon Street, Floor 20

 Boston, MA 02116 
 Attn: Ori Solomon 

ori@mofo.com 
 F-Prime
Capital Partners Life Sciences Fund VI LP 
 One Main Street, 13th Floor, Cambridge, MA 02142 

Attention: Mary Bevelock Pendergast 
 Phone: (617) 231-2400 
 Fax: (617) 231-2425 

Email: mpendergast@fprimecapital.com 
 with a mandatory
copy, which shall not constitute notice, to: 
 Morrison & Foerster LLP 

200 Clarendon Street, Floor 20 
 Boston, MA 02116 

Attn: Ori Solomon 
 ori@mofo.com 

The Trustees of Columbia University in the City of New York 

c/o Columbia Investment Management Company, LLC 
 405 Lexington
Avenue, 63rd Floor 
 New York, NY 10174 













 GV 2019 L.P. 

Attention: GV Legal Department 
 1600 Amphitheatre Parkway 

Mountain View, CA 94043 
 Email: notice@gv.com 

Access Industries Holdings LLC 
 40 West 57th Street, 28th
Floor 
 New York, New York 10019 
 United States of America

 Attention: Legal Department 

E-mail: legalnotices@accind.com; mauten@accind.com 

Phone: +1 (212) 247-6400 

Scottish Mortgage Investment Trust plc 
 c/o Baillie
Gifford & Co. 
 Calton Square, 1 Greenside Row 

Edinburgh EH1 3AN 
 Scotland, the United Kingdom 

Email: keith.borrows@bailliegifford.com; christopher.smith@bailliegifford.com; 

eilidh.gillanders@bailliegifford.com; robert.natzler@bailliegifford.com; 

peter.singlehurst@bailliegifford.com 
 Platinum Falcon B 2018
RSC Ltd. 
 Office 3530, 35th Floor, 
 Al Marqam Tower 

Abu Dhabi Global Market Square 
 Al Maryah Island, PO Box 5100192

 Abu Dhabi, UAE 
 Osage University Partners III, LP

 Attention: Beth Grafstrom 
 50 Monument Road, Suite 201

 Bala Cynwyd, PA 19004 
 Email: bgrafstrom@oup.vc 

Explore Holdings LLC 
 PO Box 94314 

Seattle, WA 98124 
 Raed Capital Holdings I Ltd 

Levels 5 & 6, Gate Village Building 7, 
 DIFC, Dubai, United
Arab Emirates 
 PO Box 333888. 
 Email: legaldept@icd.gov.ae

 Altitude Life Science Ventures Fund III, LP 
 1014
Market Street, Suite 200 
 Kirkland, WA 98033 













 Altitude Life Science Ventures Side Fund III, L.P. 

1014 Market Street, Suite 200 
 Kirkland, WA 98033 

WO Select Investments, LLC 
 Attention: Lawrence Adolf

 One State Street Plaza, 29th FL 
 New York, NY 10004 

Email: reportingpe@wolfsongroup.com 
 Alexandria Venture
Investments, LLC 
 Attention: Aaron Jacobson 
 385 E.
Colorado Blvd., Suite 299 
 Pasadena, CA 91101 
 Email:
investments@are.com 
 Canada Pension Plan Investment Board 

Attention: Paul McCracken 
 Address: One Queen Street East, Suite
2500 Toronto, ON, Canada M5C 2W5 
 Email: pmccracken@cppib.com 

Hans Bishop 
 2212 Queen Anne Ave. North, #738 

Seattle, WA 98109 
 Email: hansbishop@me.com 

Steven Harr, M.D. 
 715 McGilvra Boulevard East 

Seattle, WA 98112 
 sdharr@gmail.com 

James J. MacDonald 
 1711 106th Place NE 

Bellevue, WA 98004 
 jjmacdonald1@gmail.com 

David Schenkein 
 21 Wormwood St., #622 

Boston, MA 02210 
 David.schenkein@agios.com 

Rebecca.rizzo-lora@agios.com 

Brian Harr 
 1125 S. 103rd Street, Suite 800 

Omaha, Nebraska 68124 
 Email: Brian.Harr@koleyjessen.com














 Harvard Management Private Equity Corporation 

c/o Harvard Management Company, Inc. 
 600 Atlantic Avenue 

Boston, MA 02210 
 CL AK Fusion L.P. 

CL EOF, L.P. 
 Jeremiah J. Loeffler 

Crestline Investors, Inc. 
 201 Main Street, Suite 1900 

Fort Worth, TX 76102 
 Office: (817) 339-7342 
 Mobile: (817) 903-3189 

Opportunity2@crestlineinc.com 
 Sana Investors, LLC

 1616 Eastlake Ave E 
 Suite 360 

Seattle, WA 98102 
 President and Fellows of Harvard College

 Richard A. and Susan F. Smith Campus Center, Suite 727 

1350 Massachusetts Avenue 
 Cambridge, MA 02138 

PSP Public Credit I Inc. 
 c/o PSP Investments - Global
Investment Partnerships Portfolio 
 1250 René-Lévesque West, Suite 1400 

Montreal, Québec, Canada, H3B 5E9 
 Attention: Sumita
Banerjee 
 Tel: 514-939-5375 

E-mail: partnershipportfolio@investpsp.ca with a copy to 

legalnotices@investpsp.ca 
 Emerson Collective Investments,
LLC 
 555 Bryant Street, #259 
 Palo Alto, CA 94301 

113011 Investment Holdings LLC 
 Unit A, 12/F, Tower 3,
One Homantin 
 1 Sheung Foo Street 
 Ho Man Tin 

Hong Kong 













 91313 Investment Holdings LLC 

Unit A, 12/F, Tower 3, One Homantin 
 1 Sheung Foo Street 

Ho Man Tin 
 Hong Kong 

63019 Holdings, LLC 
 Unit A, 12/F, Tower 3, One Homantin

 1 Sheung Foo Street 
 Ho Man Tin 

Hong Kong 
 Paragon Holdings II LLC 

Unit A, 12/F, Tower 3, One Homantin 
 1 Sheung Foo Street 

Ho Man Tin 
 Hong Kong 

Yinzhe Zhao 
 Unit A, 12/F, Tower 3, One Homantin 

1 Sheung Foo Street 
 Ho Man Tin 

Hong Kong