EX-10.1





 Exhibit 10.1 

INVESTORS’ RIGHTS AGREEMENT 

THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of December 29, 2020, by and among Terns
Pharmaceuticals, 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” and any Additional
Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof. 

RECITALS 

WHEREAS, the Company was initially formed in the Cayman Islands pursuant to the Cayman Islands Companies Act (2020 Revision)
(the “Companies Act”) and, prior to the date of this Agreement, duly and validly completed a domestication pursuant to the relevant provisions of the Companies Act and the Delaware General Corporation Law, pursuant to which the
Company’s jurisdiction of incorporation was changed to the State of Delaware (the “Domestication”).  

WHEREAS, the Company and certain of the undersigned Investors previously entered into an Amended and Restated Investors’ Rights
Agreement, dated as of October 19, 2018 (the “Prior Agreement”), which governed the rights of the Company and Investors prior to the Domestication. 

WHEREAS, the Company and the Investors are parties to the Series C Preferred Stock Purchase Agreement of even date herewith (as many be
amended from time to time, the “Purchase Agreement”); and 
 WHEREAS, in connection with the Domestication and in
order to induce the Company to enter into the Purchase Agreement and to induce the Investors to invest funds in the Company pursuant to the Purchase Agreement, the Investors and the Company have agreed to terminate the Prior Agreement in its
entirety, and hereby agree that this Agreement shall, instead of the Prior Agreement, continue to govern the rights of the Investors to cause the Company to register shares of Common Stock issuable to the Investors, to receive certain information
from the Company, and to participate in future equity offerings by the Company, and shall govern certain other matters as set forth in this Agreement; 

NOW, THEREFORE, the parties hereby agree as follows: 

1. Definitions. For purposes of this Agreement: 

1.1 “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is
controlled by, or is under common control with such Person, including without limitation any general partner, managing member, limited partner, member, officer or director of such Person or any venture capital fund now or hereafter existing that is
controlled by one or more general partners or managing members of, or shares the same management company with (or is managed by any Person that is an Affiliate with such management company or managing or general partner of), or members or trusts for
the benefit of, such Person. With respect to Suvretta, Samsara Caas, Deerfield, the LAV Funds, the Vivo Funds or the OrbiMed Funds, “Affiliate” shall also include (i) any controlling shareholder or general partner of Suvretta,
Samsara, Caas, Deerfield, LAV Funds, the Vivo Funds or the OrbiMed Funds, as applicable, (ii) any entity or individual which has a direct or indirect controlling interest in such 

  
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controlling shareholder referred to in (i) above (including, any general partner or limited partner, or any fund manager thereof, if any) or any fund manager thereof; (iii) any Person
that directly or indirectly controls, is controlled by, is under common control with, or is managed by Suvretta, Samsara, Caas, Deerfield, LAV Funds, the Vivo Funds or the OrbiMed Funds, or any controlling shareholder, general partner or fund
manager referred to in (i) and (ii) above, (iv) a child, brother, sister, parent, or spouse of any individual referred to in (ii) above, and (v) any trust controlled by or held for the benefit of such persons referred to in
(i) to (iv) above. For purposes of this Agreement, the term “control” when used with respect to any Person shall mean the power or authority, whether exercised or not, to direct the business, management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; provided, that such power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote
of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of a majority of the board of directors of such Person. The terms “controlled”
and “controlling” have meanings correlative to the foregoing. 
 1.2 “Board” means the board of directors of the
Company. 
 1.3 “Caas” means CAAS Opportunity LLC and its Affiliate funds. 

1.4 “Certificate of Incorporation” means the Company’s Certificate of Incorporation, as amended and/or restated from time
to time. 
 1.5 “Common Stock” means shares of the Company’s common stock, par value $0.0001 per share. 

1.6 “Competitor” means a Person engaged, directly or indirectly (including through any partnership, limited liability company,
corporation, joint venture or similar arrangement (whether now existing or formed hereafter)), in the development of therapies for non-alcoholic steatohepatitis (“NASH”) using any, including in any
combination, of the following agonists or agents: Farnesoid X Receptor (FXR), Thyroid Hormone Receptor beta (THR-ß), Vascular Adhesion Protein-1 (VAP-1) or Glucagon-Line Peptide-1 Receptor (GLP-1R); but shall not include any financial investment firm or collective investment
vehicle that, together with its Affiliates, holds less than ten percent (10%) of the outstanding equity of any Competitor and does not, nor do any of its Affiliates, have a right to designate any members of the board of directors of any Competitor.

 1.7 “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. 

  
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 1.8 “Deerfield” means Deerfield Partners, L.P. 

1.9 “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. 
 1.10 “Equity Securities” means, with respect to
any Person that is a legal entity, any and all shares of capital stock, membership interests, units, profits interests, ownership interests, equity interests, registered capital, and other equity securities of such Person, and any right, warrant,
option, call, commitment, conversion privilege, preemptive right or other right to acquire any of the foregoing, or security convertible into, exchangeable or exercisable for any of the foregoing, or any contract providing for the acquisition of any
of the foregoing. 
 1.11 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder. 
 1.12 “Excluded Registration” means (i) a registration relating to the sale or
grant of securities to employees of the Company or a Subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; (ii) a registration for the offer of securities in a business combination of the types described in
paragraphs (a)(1), (2) and (3) of 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. 

1.13 “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. 
 1.14 “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 forward incorporation of
substantial information by reference to other documents filed by the Company with the SEC. 
 1.15 “GAAP” means generally
accepted accounting principles in the United States as in effect from time to time. 
 1.16 “Holder” means any holder of
Registrable Securities who is a party to this Agreement. 
 1.17 “Immediate Family Member” means a child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, life partner or similar statutorily-recognized domestic partner, sibling, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships of a natural person referred to herein. 

  
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 1.18 “Initiating Holders” means, collectively, Holders who properly
initiate a registration request under this Agreement. 
 1.19 “IPO” means the Company’s first underwritten public
offering of its Common Stock under the Securities Act. 
 1.20 “LAV Funds” means, collectively, Hopewell Resources Holdings
Limited, Oriental Spring Venture Limited, LAV Aqua Limited, Auspice Limited, and LAV Biosciences Fund V., L.P. 
 1.21
“Lilly” means Eli Lilly and Company and its Affiliates. 
 1.22 “Major Investor” means any Investor that,
individually or together with such Investor’s Affiliates, holds at least 5,000,000 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the
date hereof). 
 1.23 “Material Adverse Effect” shall have the meaning ascribed to it under the Purchase Agreement. 

1.24 “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. 

1.25 “OrbiMed Funds” means, individually and collectively, each of OrbiMed Private Investments VII, L.P. and OrbiMed Asia
Partners III, L.P. 
 1.26 “Person” means any individual, corporation, partnership, trust, limited liability company,
association or other entity. 
 1.27 “Preferred Directors” has the meaning set forth in the Certificate of Incorporation.

 1.28 “Preferred Stockholder” means any holder of Preferred Stock. 

1.29 “Preferred Stock” means, collectively, shares of the Company’s Series A Preferred Stock, Series B Preferred Stock
and Series C Preferred Stock. 
 1.30 Intentionally Left Blank.  

1.31 “Registrable Securities” means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock;
(ii) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other securities of the Company, 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 Section 6.1,
and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Section 2.13 of this Agreement. 

  
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 1.32 “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. 
 1.33 “Restricted Securities” means the securities of the Company required to be notated with the
legend set forth in Section 2.12(b) hereof. 
 1.34 “Samsara” means Samsara BioCapital, L.P. 

1.35 “SEC” means the Securities and Exchange Commission. 

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

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

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

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

1.40 “Series A Directors” has the meaning ascribed thereto in the Certificate of Incorporation. 

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

1.42 “Series B Directors” has the meaning ascribed thereto in the Certificate of Incorporation. 

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

1.44 “Series C Director” has the meaning ascribed thereto in the Certificate of Incorporation. 

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


  
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 1.46 “Subsidiary” means, with respect to any given Person, any other Person
that is controlled directly or indirectly by such given Person. 
 1.47 “Suvretta” means Averill Master Fund, Ltd. 

1.48 “Vivo Funds” means Vivo Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P. 

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

2.1 Demand Registration. 

(a) Form S-1 Demand. If at any time after the earlier of (i) five years after the date of
this Agreement or (ii) 180 days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of twenty percent (20%) or more of the Registrable Securities then outstanding that the Company file a
Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling
Expenses, would exceed $25 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 (with such period being automatically extended as necessary to obtain all required approvals from any
governmental entities under any applicable laws), 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 Sections 2.1(c) and 2.3. 
 (b) Form S-3
Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least ten percent (10%) of the Registrable Securities then outstanding
that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least
$1 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 practicable, and in any event within
forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be
included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Sections
2.1(c) and 2.3. 
 (c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration
pursuant to this Section 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Board of Directors it would be materially detrimental to the Company and its
stockholders for such registration statement to 

  
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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 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
Section 2.1(a), (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective
date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective and the Company gives notice to the Initiating
Holders of such effort, and provided further that if the Company does not effect such registration statement, the Company shall effect the registration pursuant to Section 2.1(a) on the sixty-first (61st) day after its notice to the Initiating Holder describing the delay in this subsection (i); (ii) after the Company has effected two (2) registrations pursuant to
Section 2.1(a); or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request
made pursuant to Section 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(b), (x) during the period that is thirty
(30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively
employing in good faith commercially reasonable efforts to cause such registration statement to become effective and the Company gives notice to the Initiating Holders of such effort, and provided further that if the Company does not
effect such registration statement, the Company shall effect the registration pursuant to Section 2.1(b) on the thirty-first (31st) day after its notice to the Initiating
Holder describing the delay in this subsection (x); or (y) if the Company has effected two (2) registrations pursuant to Section 2.1(b) within the twelve (12) month period immediately preceding the date of
such request. A registration shall not be counted as “effected” for purposes of this Section 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the
Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Section 2.6, in which case such
withdrawn registration statement shall be counted as “effected” for purposes of this Section 2.1(d); provided, that if such withdrawal is during a period the Company has deferred taking action pursuant to
Section 2.1(c), then the Initiating Holders may withdraw their request for registration and such registration will not be counted as “effected” for purposes of this Section 2.1(d). 

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

2.3 Underwriting Requirements. 

(a) If, pursuant to Section 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by
their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s)
will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be
conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through
such underwriting shall (together with the Company as provided in Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting; provided,
however, that no Holder (or any of their assignees) shall be required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the underwriting
agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be several and not joint, and limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any
other provision of this Section 2.3, if the 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. 

(b) In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to
Section 2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and
its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities,


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

(c) For purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an
exercise of the underwriter’s cutback provisions in Section 2.3(a), fewer than 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 120 days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that
(i) such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities
included in such registration, and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with
applicable SEC rules, such 120 day period shall be extended for up to sixty (60) days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold; 

  
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 (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; 

(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 

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

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

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

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, 

  
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and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with
investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.8(a) shall not apply
to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages to the extent that
they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use
in connection with such registration. 
 (b) To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify
and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the
Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against any Damages, in each case only to the extent
that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with such registration and has
not been corrected in a subsequent writing prior to or concurrently with the sale of Registrable Securities to the Person asserting the claim; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or
other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in
this Section 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and
provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Section 2.8(b) and 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 Section 2.8 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified
party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.8, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to
participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the
parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses
to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other
party represented by such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party
under this Section 2.8, to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying party will not relieve it of any
liability that it may have to any indemnified party otherwise than under this Section 2.8. 

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

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

(f) Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations
of the Company and Holders under this Section 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and otherwise shall survive the
termination of this Agreement or any provision(s) of this Agreement. 
 2.9 Reports Under Exchange Act. With a view to making
available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shall: 

  
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 (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, of the Securities
Act and of the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any
time after the Company so qualifies); (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company; and (iii) such other information, reports and documents as of Holder
may reasonably request in connection with availing itself of any rule or regulation of any applicable Regulatory Authority allowing it to sell any such securities without registration. 

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

2.11 “Market Stand-off” Agreement. Each Holder hereby agrees that
it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company of shares of its Common Stock under the Securities Act on a
registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed 180 days in the case of the IPO, or such other period as may be
requested by the Company or an underwriter (the “Lock-Up Period”) to accommodate 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 applicable FINRA rules, 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 held immediately before the effective date of the registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the 

  
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economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other
securities, in cash, or otherwise. The foregoing provisions of this Section 2.11 shall only apply to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement or to the
establishment of a trading plan pursuant to Rule 10b5-1, provided such plan does not permit transfers during the restricted period, 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 and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders
individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock. The underwriters in connection with such registration are intended
third-party beneficiaries of this Section 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may
be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of
the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Company stockholders that are subject to such agreements, based on the number of shares subject to such agreements. At the time of the
expiration of the Lock-Up Period, the Company shall use commercially reasonable efforts to cause to be prepared and delivered to the Company’s transfer agent a legal opinion of the Company’s counsel
regarding the termination of the Lock-Up Period and instructions to the Company’s transfer agent to remove any restrictive legends applicable to the Registrable Securities of any Holder that is not an
Affiliate of the Company and is entitled to sell all of Registrable Securities then held by such Holder pursuant to Rule 144 without any holding period, volume limits or other limitations under Rule 144 (provided that such Holder has provided any
representations and certifications reasonably requested by the Company or the Company’s transfer agent or counsel to verify satisfaction with any of the conditions of Rule 144), which opinion shall be delivered to the transfer agent. 

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. Notwithstanding the foregoing, the Company shall not require any transferee of shares pursuant to an effective registration statement or, following the IPO, SEC Rule 144, in each case,
to be bound by the terms of this Agreement. 
 (b) Each certificate, instrument, or book entry representing (i) the Preferred Stock,
(ii) the Registrable Securities, and (iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend, recapitalization, merger, consolidation, or
similar event, shall (unless otherwise permitted by the provisions of Section 2.12(c)) be notated with a legend substantially in the following form: 

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

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

(c) The holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of this
Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction or following the IPO, the
transfer is made pursuant to SEC Rule 144, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. 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 for no consideration; provided that each transferee agrees in writing to be subject to the
terms of this Section 2.12. Each certificate, instrument, or book entry representing the Restricted Securities transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144,
the appropriate restrictive legend set forth in Section 2.12(b), except that such certificate instrument, or book entry shall not be notated with such restrictive legend if, in the opinion of counsel for such Holder and the
Company, such legend is not required in order to establish compliance with any provisions of the Securities Act. 

  
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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 Sections 2.1 or 2.2 shall terminate upon the earliest to occur of: 

(a) the closing of a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation (a “Deemed Liquidation
Event”), in which the consideration received by the Investors in such Deemed Liquidation Event is in the form of cash and/or publicly traded securities, or if the Investors receive registration rights from the acquiring company or other
successor to the Company reasonably comparable to those set forth in this Section 2; 
 (b) such time after
consummation of the IPO as SEC Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation, during a three (3)-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 90 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 in Section 3.1(e)) 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 of nationally recognized standing selected by the Company; 
 (b) as soon as practicable, but in
any event within 45 days after the end of each quarter of each fiscal year of the Company, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’ equity as of the
end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto
that may be required in accordance with GAAP); 
 (c) as soon as practicable, but in any event within thirty (30) days after the end of
each month, unaudited statements of income and of cash flows for such month, and an unaudited balance sheet and a statement of shareholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such financial
statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); 

(d) as soon as practicable, but in any event within 45 days after the end of each quarter of each fiscal year of the Company and upon request,
a statement showing the number of 

  
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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; 

(e) as soon as practicable, but in any event 45 days before the end of each fiscal year, a budget and business plan for the next fiscal year
(collectively, the “Budget”) approved by the Board and prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, promptly after prepared, any other budgets or revised
budgets prepared by the Company; 
 (f) with respect to the financial statements called for in Section 3.1(a),
Section 3.1(b) and Section 3.1(c), an instrument executed by the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in
accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in Section 3.1(b) and Section 3.1(c)) and fairly present the financial condition of
the Company and its results of operation for the periods specified therein; and 
 (g) such other information relating to the financial
condition, business, prospects, or corporate affairs of the Company as any Major Investor may from time to time reasonably request; provided, however, that the Company shall not be obligated under this
Section 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form
acceptable to the Company); or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 

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

Notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information
set forth in this Section 3.1 during the period starting with the date 30 days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to
comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 3.1 shall be reinstated at such time as the Company is no longer
actively employing its commercially reasonable efforts to cause such registration statement to become effective. 
 3.2 Inspection.
The Company shall permit each Major Investor (provided that the Board of has not reasonably determined that such Major Investor is a Competitor of the Company), at such Major Investor’s expense and upon reasonable advance notice from
such Major Investor, 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, 

  
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that the Company shall not be obligated pursuant to this Section 3.2 to provide access to any information that it reasonably and in good faith considers to be a trade
secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

 3.3 Reserved. 
 3.4
Termination of Information. The covenants set forth in Section 3.1 and Section 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 the closing of a Deemed Liquidation Event, whichever event occurs first;
provided, that, with respect to clause (iii), the covenants set forth in Section 3.1 shall only terminate if the consideration received by the Investors in such Deemed Liquidation Event is in the form of cash
and/or publicly traded securities or if the Investors receive financial information from the acquiring company or other successor to the Company comparable to those set forth in Section 3.1. 

3.5 Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any
purpose (other than to monitor or make decisions with respect to its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file
a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.5 by such Investor),(b) is or has been
independently developed or conceived by such Investor without use of the Company’s confidential information as shown by such Investor’s written records, or (c) is or has been made known or disclosed to such 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 reasonably necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective
purchaser agrees to be bound by the provisions of this Section 3.5 and is not a Competitor of the Company; (iii) to any Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the
ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information and provided further that such
Investor shall not disclose confidential information to any of its other operating portfolio companies; or (iv) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that such Investor promptly notifies
the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. The Company acknowledges that each of Suvretta, Samsara, Caas, OrbiMed Funds, LAV Funds, Deerfield, Lilly and their respective
representatives currently may be invested in, may invest in or may consider investments in public and private companies some of which may compete either directly or indirectly with the Company, and that the execution of this Agreement, the terms
hereof and the access to confidential information hereunder shall in no way be construed to prohibit or restrict any of Suvretta, Samsara, Caas, OrbiMed Funds, LAV Funds, Deerfield, Lilly or their respective representatives from maintaining, making
or considering such investments or from otherwise operating in the ordinary 

  
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course of business. Further, the Company understands and acknowledges that the confidential information may be used by Suvretta, Samsara, Caas, the OrbiMed Funds, LAV Funds, Deerfield, Lilly or
their respective representatives in connection with evaluating investment opportunities, trading securities in the public markets and participating in private investment transactions, but specifically excluding disclosing or otherwise providing
confidential information (or any derivatives, extracts or summaries thereof) to anyone other than Suvretta, Samsara, Caas, the OrbiMed Funds, LAV Funds, Deerfield, Lilly or their respective representatives in violation of this Agreement.
Notwithstanding the foregoing, any confidential information obtained by Lilly pursuant to any license, collaboration, services, facilities license or other similar agreement between the Company and Lilly, whether existing now or in the future (each,
a “Commercial Agreement”), will be subject to the confidentiality obligations set forth in such agreement, which confidentiality obligations supersede the provisions of this Section 3.5 in its entirety as it only pertains to
the subject matter of such Commercial Agreement or any confidential information obtained by Lilly pursuant to such Commercial Agreement. 

3.6 Waiver of Statutory Information Rights. Each Investor hereby acknowledges and agrees that until the consummation of the IPO, such
Investor shall hereby be deemed to have unconditionally and irrevocably, to the fullest extent permitted by law, on behalf of such Investor and all beneficial owners of the shares of Common Stock or Preferred Stock owned by such Investor (a
“Beneficial Owner”), waived any rights such Investor or a Beneficial Owner might otherwise have had under Section 220 of the Delaware General Corporation Law (or under similar rights under other applicable law) to inspect for
any proper purpose and to make copies and extracts from the Company’s stock ledger, a list of its stockholders and its other books and records or the books and records of any Subsidiary. This waiver applies only in such Investor’s capacity
as a stockholder and does not affect any other information and inspection rights such Investor may expressly have pursuant to Sections 3.1 and 3.2 of this Agreement. Each Investor hereby further warrants and represents that such
Investor has reviewed this waiver with its legal counsel, and that such Investor knowingly and voluntarily waives its rights otherwise provided by Section 220 of the Delaware General Corporation Law (or under similar rights under other
applicable law). 
 4. Rights to Future Stock Issuances. 

4.1 Right of First Offer. Subject to the terms and conditions of this Section 4.1 and applicable securities
laws, if the Company or any of its Subsidiaries proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Major Investor (provided that the Board has not reasonably determined that such Major Investor is
a Competitor of the Company). A Major Investor shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial
interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Major Investor
(“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner (a) is not a Competitor of the Company, unless such party’s purchase of New Securities is otherwise consented to by the
Board, (b) is an “accredited investor” (as defined in Rule 501(a) under the Securities Act), (c) agrees to enter into this Agreement and each of the Voting Agreement and Right of First Refusal and
Co-Sale Agreement of even date herewith among the Company, the Investors and the other parties named therein, as an “Investor” under each such agreement (provided that any Competitor of
the Company shall not be entitled to any rights as a Major Investor under Sections 3.1, 3.2 and 4.1 hereof), and (d) agrees to purchase at least such number of New Securities as are allocable hereunder to the Major Investor
holding the fewest number of Preferred Stock and any other Derivative Securities. 

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

(b) By notification to the Company within 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 then
issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Major Investor and its Affiliates) bears to the total Common Stock of the Company then
outstanding (assuming the full conversion, and/or exercise, as applicable, of all securities convertible or exercisable into Common Stock). At the expiration of such 20 day period, the Company shall promptly notify each Major Investor that elects to
purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s failure to do likewise. During the 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 the Preferred Stock and
any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other
Derivative Securities then held, by all Fully Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section 4.1(b) shall occur within the later of ninety (90) days
of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to Section 4.1(c). 

(c) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in
Section 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Section 4.1(b), offer and sell the remaining unsubscribed portion of such
New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within
such period, or if such agreement is not consummated within 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 Section 4.1. 
 (d) The right of first offer in this
Section 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Preferred Stock
to Additional Purchasers (as defined in the Purchase Agreement) pursuant to and subject to the limitations contained in, the Purchase Agreement. 

  
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 (e) Notwithstanding any provision hereof to the contrary, in lieu of complying with the
provisions of this Section 4.1, the Company may elect to give notice to the Major Investors within 30 days after the issuance of New Securities. Such notice shall describe the type, price, and terms of the New Securities.
Each Major Investor shall have twenty (20) days from the date notice is given to elect to purchase up to the number of New Securities that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-ownership
position, calculated as set forth in Section 4.1(b) before giving effect to the issuance of such New Securities. 

(f) In the event of any waiver of this Section 4.1 with respect to an issuance of New Securities and the subsequent
purchase by any Major Investor (a “Participating ROFR Investor”) of any portion of such New Securities, then each other Major Investor shall have the right to purchase a portion of the New Securities equal to the product obtained by
(A) the maximum number of shares of New Securities such Major Investor is entitled to purchase pursuant Section 4.1(b) (assuming for such purpose, that each other Major Investor is a Fully Exercising Investor) by
(B) the quotient obtained by (x) the number of shares actually purchased by the Participating ROFR Investor in such issuance of New Securities divided by (y) the maximum number of shares of New Securities that such Participating ROFR
Investor is entitled to purchase pursuant Section 4.1(b) (assuming for such purpose, that each other Major Investor is a Fully Exercising Investor); provided, for clarity, that if there is more than one Participating ROFR
Investor, then the larger fraction obtained pursuant to (B) above shall apply. 
 4.2 Termination. The covenants set forth in
Section 4.1 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 the closing of a Deemed Liquidation Event in which the consideration received by the Investors in such Deemed Liquidation Event is in the form of cash and/or publicly traded
securities, or if the Investors receive participation rights from the acquiring company or other successor to the Company reasonably comparable to those set forth in this Section 4 whichever event occurs first. 

5. Additional Covenants. 
 5.1 Employee
Agreements. Unless otherwise approved by the Board 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, non-solicitation and proprietary rights assignment agreement, substantially in a form approved by the Board. In addition, the
Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board including the
Preferred Directors. 
 5.2 Employee Stock. Unless otherwise approved by the Board, all employees of the Company (or any Subsidiary)
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 

  
 22 













 
stock or option agreements, as applicable, providing for (i) 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 Section 2.11. Without the prior approval of the Board, including at least two Preferred Directors, the Company shall not amend, modify,
terminate, waive or otherwise alter, in whole or in part, any stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this
Section 5.2. In addition, unless otherwise approved by the Board, including the Preferred Directors, the Company (x) shall not offer or allow any acceleration of vesting, and (y) shall retain (and not waive) a
“right of first refusal” on employee transfers until the Company’s IPO and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock. 

5.3 Board Meetings. Unless otherwise determined by the vote of a majority of the directors then in office, the Board shall meet at least
quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the nonemployee directors and Board observers for all reasonable out-of-pocket travel
expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board. In each case in accordance with the bylaws of the Company, unless otherwise determined by the vote of a majority of the
directors then in office, if a quorum shall not be present at any meeting of the Board pursuant to the relevant provisions in the Certificate of Incorporation, the directors present thereat may adjourn the meeting, until a quorum shall be present,
provided that, if notice of the board meeting has been duly delivered to all directors of the Board prior to the scheduled meeting in accordance with the notice procedures hereunder, and the quorum is not present within one half hour from the time
appointed for the meeting, the meeting shall be adjourned to the third following Business Day at the same time and place (or to such other time or such other place as the directors may determine) with notice delivered to all directors in accordance
with the notice procedures hereunder 
 5.4 Successor Indemnification. If the Company or any of its successors or assignees
consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the
Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, the Certificate of
Incorporation, or elsewhere, as the case may be. 
 5.5 Insurance. The Company shall use commercially reasonable efforts to obtain, as
promptly as practicable following the date hereof, from financially sound and reputable insurers Directors and Officers liability insurance, in an amount of at least $3 million and on terms and conditions satisfactory to the Board, including
the Preferred Directors, and will use commercially reasonable efforts to cause such insurance policies to be maintained until such time as the Board, including the Preferred Directors, determines that such insurance should be discontinued. Such
policy shall not be cancelable by the Company without prior approval by the Board, including the Preferred Directors. Notwithstanding any other provision of this Section 5.5 to the contrary, for so long as a Preferred
Director is serving on the Board of Directors, the Company shall not cease to maintain a Directors and Officers liability insurance policy in an amount of at least $3 million unless approved by such Preferred Director, and shall, at the request
of the Investor, promptly deliver to the Investors a certification that such a Directors and Officers liability insurance policy remains in effect. 

  
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 5.6 Indemnification Matters. The Company hereby acknowledges that one (1) or
more of the Preferred Directors nominated to serve on the Board of Directors by one (1) or more Investors may have certain rights to indemnification, advancement of expenses and/or insurance provided by one (1) 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 Preferred 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 Preferred Director are secondary), (b) that it shall be required to advance the full amount of expenses
incurred by such Preferred 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 Preferred Director to the extent legally permitted and as required by
the Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Preferred Director), without regard to any rights such Preferred 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 Preferred Director with respect to any claim for which such Preferred Director has sought indemnification from the Company shall affect the foregoing and the Investor
Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Preferred Director against the Company. The Preferred Directors and the Investor Indemnitors
are intended third-party beneficiaries of this Section 5.6 and shall have the right, power and authority to enforce the provisions of this Section 5.6 as though they were a party to this Agreement.

 5.7 Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Suvretta, Samsara Caas, the OrbiMed Funds,
LAV Funds, Lilly and Deerfield (together with their respective Affiliates) is a professional investment organization or otherwise engages in investment activities in the ordinary course of business, and as such reviews the business plans and related
proprietary information of many enterprises, some of which may compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). Nothing in this Agreement shall preclude or in any way
restrict the Investors from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services
which compete with those of the Company; and the Company hereby agrees that, to the extent permitted under applicable law, none of Suvretta, Samsara, Caas, the OrbiMed Funds, LAV Funds, Lilly, Deerfield (and their respective Affiliates) shall be
liable to the Company for any claim arising out of, or based upon, (i) the investment by Suvretta, Samsara, Caas, the OrbiMed Funds, LAV Funds, Lilly, Deerfield (or their respective Affiliates) in any entity competitive with the Company, or
(ii) actions taken by any partner, officer, employee or other representative of Suvretta, Samsara, Caas, the OrbiMed Funds, LAV Funds, Lilly, Deerfield (or their respective Affiliates) to assist any such competitive company, whether or not such
action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve
(x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability
associated with his or her fiduciary duties to the Company. 

  
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 5.8 FCPA. The Company covenants 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, or otherwise contribute any item of value, 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 covenants that it shall (and shall cause each of its subsidiaries and Affiliates to) cease all of its or their respective
activities, as well as remediate any actions taken by the Company, its subsidiaries or Affiliates, or any of their respective directors, officers, managers, employees, independent contractors, representatives or agents in violation of the FCPA, the
U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption law. The Company further covenants that it shall (and shall cause each of its subsidiaries and Affiliates to) maintain systems of internal controls (including, but not limited
to, accounting systems, purchasing systems and billing systems) to ensure material compliance with the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption law. Upon request, the Company agrees to provide responsive
information and/or certifications concerning its compliance with applicable anti-corruption laws. The Company shall promptly notify each Investor if the Company becomes aware of any Enforcement Action (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. 
 5.9
Cybersecurity. The Company shall, within one hundred eighty (180) days following the date hereof, use commercially reasonable efforts to (a) identify and restrict access (including through physical and/or technical controls) to the
Company’s confidential business information and trade secrets and any information about identified or identifiable natural persons maintained by or on behalf of the Company (collectively, “Protected Data”) to those individuals
who have a need to access it and (b) implement reasonable physical, technical and administrative safeguards (“Cybersecurity Solutions”) designed to protect the confidentiality, integrity and availability of its technology and
systems (including servers, laptops, desktops, cloud, containers, virtual environments and data centers) and all Protected Data. The Company shall evaluate on a periodic basis at least annually whether such safeguards should be updated to maintain a
level of security appropriate to the risk posed to Company systems and Protected Data. The Company shall educate its employees about the proper use and storage of Protected Data, including periodic training as determined reasonably necessary by the
Company or the Board. 

  
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 5.10 Matters Requiring Investor Director Approval. The Company hereby covenants and
agrees with each of the Investors that it shall not, and shall cause each of its Subsidiaries not to, take any of the following actions without approval of the Board of Directors, which approval must include the affirmative vote of at least two of
the Preferred Directors: 
 (a) issue any securities, or grant any right to acquire securities, in connection with sponsored research,
collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships or any other business transaction; 

(b) purchase or redeem any shares in the share capital of the Company from the Company’s employees, directors, officers, consultants and
other service providers, other than repurchases of shares held by any former employees, directors, officers, consultants and other service providers, in connection with the cessation of such employment or service, at the lower of the original
purchase price or the then-current fair market value thereof; 
 (c) incur any expenditure or indebtedness, outside of the Company’s
annual budget as approved by the Board, in excess of US$5,000,000 or other equivalent currency; 
 (d) make any loan, advance or other form
of lending to any person outside of the Company’s annual budget as approved by the Board, except for advances and similar expenditures in the ordinary course of business that do not exceed US$500,000 in the aggregate; 

(e) enter into or be a party to or otherwise engage in any transaction with any director, officer, or employee of the Company or any of its
Subsidiaries, or Lilly or any of its Affiliates, except for transactions contemplated by this Agreement, the Purchase Agreement and other Transaction Documents, and transactions relating to the employment or other service relationship of such
director, officer or employee with the Company or its Subsidiaries (except as otherwise set forth in the immediately following subclause (e)); 

(f) hire, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to executive
officers; 
 (g) establish or acquire any subsidiary or branch office; 

(h) appoint or change the auditor of the Company; or 

(i) initiate an initial public offering of the shares of capital stock or other equity interests of the Company or any of its Subsidiaries on
any securities exchange of any jurisdiction. 
 5.11 Termination of Covenants. The covenants set forth in this
Section 5, except for Section 5.4 and 5.6, 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, whichever event occurs first. 

  
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 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 such transfer, holds at least 5,000,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalization); 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 Section 2.11. For the purposes of determining the
number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate or stockholder of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the
benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with those of the transferring Holder; provided further that all transferees who would not qualify individually for assignment of
rights shall, as a condition to the applicable transfer, establish a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any
action under this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to
confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein. 

6.2 Governing Law. This Agreement and any controversy arising out of or relating to this Agreement shall be governed by the and
construed in accordance with the General Corporation 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 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; Electronic Notice. 

(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 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 (as to the Company) to 

  
 27 













 
the principal office of the Company and to the attention of the Chief Executive Officer, or in any case to such email address, or address as subsequently modified by written notice given in
accordance with this Section 6.5. If notice is given to the Company, a copy (which copy shall not constitute notice) shall also be sent to Latham & Watkins LLP, 140 Scott Drive, Menlo Park, California 94025 attn:
Brian J. Cuneo, Esq. (brian.cuneo@lw.com). 
 (b) Each Investor acknowledges that the company may deliver any stockholder notice pursuant to
the Delaware General Corporation Law (the “DGCL”), as amended or superseded from time to time, by electronic transmission pursuant to Section 232 of the DGCL (or any successor thereto) at the electronic mail address or the
facsimile number set forth below such Investor’s name on the Schedules hereto, as updated from time to time by notice to the Company, or as on the books of the Company, unless the Investor notifies the Company in writing or by electronic of an
objection to receiving notice by electronic mail. Each Investor agrees to promptly notify the Company of any change in its electronic mail address, and that failure to do so shall not affect the foregoing. 

6.6 Amendments and Waivers. Any term of this Agreement may be amended, modified or terminated and the observance of any term of this
Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the holders of at least a majority of the shares of Common Stock issued or issuable
upon the conversion of the shares of Preferred Stock held by the Investors (voting together as a single class on an as-converted basis); provided that the Company may in its sole discretion waive
compliance with Section 2.12(c) (and the Company’s failure to object promptly in writing after notification of a proposed assignment allegedly in violation of Section 2.12(c) shall be deemed
to be a waiver); and provided further that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing, (a) this Agreement may not be
amended, modified or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, modification, termination, or waiver applies to all Investors
in the same fashion (it being agreed that a waiver of the provisions of Section 4 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms,
notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction), (b) Sections 3.1 and 3.2, Section 4 and any other section of
this Agreement applicable to the Major Investors (including this clause (b) of this Section 6.6) may be amended, modified, terminated or waived with only the written consent of the Company and the holders of at
least a majority of the Registrable Securities then outstanding and held by the Major Investors, and (c) any amendment, waiver, discharge or termination of Section 2.11 which expands the scope of such provision or is
otherwise more restrictive of a Holder’s ability to lend, offer, pledge, transfer or otherwise sell shares of Company’s Common Stock, shall require the prior written consent of Deerfield, Lilly, the OrbiMed Funds and the LAV Funds.
Notwithstanding the foregoing, Schedule A hereto may be amended by the Company from time to time to add transferees of any Registrable Securities in compliance with the terms of this Agreement without the consent of the other parties; and
Schedule A hereto may also be amended by the Company after the date of this Agreement without the consent of the other parties to add information regarding any additional Investor who becomes a party to this Agreement in accordance with
Section 6.9. The Company shall give prompt notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in 

  
 28 













 
writing to such amendment, modification, termination, or waiver. Any amendment, modification, termination, or waiver effected in accordance with this Section 6.6 shall
be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a
further or continuing waiver of any such term, condition, or provision. 
 6.7 Severability. In case any one or more of the provisions
contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or
unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law. 

6.8 Aggregation of Stock; Apportionment. 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
Preferred Stock after the date hereof, any purchaser of such shares of Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an
“Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of
the obligations as an “Investor” hereunder. 
 6.10 Entire Agreement. This Agreement (including any Schedules 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. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the
state courts of Delaware and to the jurisdiction of the United States District Court for the District of Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any
suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of Delaware or the United States District Court for the District of Delaware, and (c) hereby waive, and agree not to assert, by way of
motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit,
action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. 

WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE


  
 29 













 
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 non-defaulting 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. 
 [Signature
Page Follows] 

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

			
	COMPANY:
	
	TERNS PHARMACEUTICALS, INC.
		
	By:	 	 /s/ Senthil Sundaram

	Name:	 	Senthil Sundaram
		 	Chief Executive Officer


 SIGNATURE PAGE TO INVESTORS’
RIGHTS AGREEMENT 












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

			
	INVESTORS:
	
	DEERFIELD PARTNERS, L.P.
	
	By: Deerfield Mgmt, L.P., General Partner
	By; J.E. Flynn Capital, LLC, General Partner
		
	By:	 	 /s/ David J. Clark

	Name: David J. Clark
	Title:	 	Authorized Signatory


 SIGNATURE PAGE TO INVESTORS’
RIGHTS AGREEMENT 
  












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

			
	INVESTORS:
	
	Antara Capital Master Fund LP
	By: Antara Capital LP
	its Investment Advisor
		
	By:	 	 /s/ Himanshu Gulati

	Name: Himanshu Gulati
	Title: CIO & Managing Member


 SIGNATURE PAGE TO INVESTORS’
RIGHTS AGREEMENT 












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

			
	INVESTORS:
	
	ELI LILLY AND COMPANY
		
	By:	 	 /s/ Philip Johnson

	Name: Philip Johnson
	Title: Sr. Vice President – Treasurer – CFIB


 SIGNATURE PAGE TO INVESTORS’
RIGHTS AGREEMENT 












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

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

		
	By:	 	 /s/ Srinivas Akkaraju

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


 SIGNATURE PAGE TO INVESTORS’
RIGHTS AGREEMENT 












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

			
	INVESTORS:
	
	Averill Master Fund, Ltd
		
	By:	 	 /s/ Glenn Shepard

	Name: Glenn Shepard
	Title: Authorized Signatory


 SIGNATURE PAGE TO INVESTORS’
RIGHTS AGREEMENT 












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

			
	INVESTORS:
	
	CAAS OPPORTUNITY LLC.
	C/O Caas Capital Management L.P.
		
	By:	 	 /s/ Semi Gogliormella

	Name: Semi Gogliormella
	Title: COO


 SIGNATURE PAGE TO INVESTORS’
RIGHTS AGREEMENT 












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

			
	INVESTORS:
	
	Auspice Limited
		
	By:	 	 /s/ Fei Chen

	Name: Fei CHEN
	Title: Authorized Signatory


 SIGNATURE PAGE TO INVESTORS’
RIGHTS AGREEMENT 












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

			
	INVESTORS:
	
	LAV Aqua Limited
		
	By:	 	 /s/ Yu Luo

	Name: Yu Luo
	Title: Authorized Signatory
	
	LAV Biosciences Fund V, L.P.
	
	By: LAV GP V, L.P.
	Its General Partner
	By: LAV Corporate V GP, Ltd.
	Its: General Partner
		
	By:	 	 /s/ Yu Luo

	Name: Yu Luo
	Title: Authorized Signatory


 SIGNATURE PAGE TO INVESTORS’
RIGHTS AGREEMENT 












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

			
	INVESTORS:
	
	Vivo Capital Fund VIII, L.P.
	
	By: Vivo Capital VIII, LLC
	Its: General Partner
		
	By:	 	 /s/ Frank Kung

	Name: Frank Kung
	Title: Managing Member
	
	Vivo Capital Surplus Fund VIII, L.P.
	
	By: Vivo Capital VIII, LLC
	Its: General Partner
		
	By:	 	 /s/ Frank Kung

	Name: Frank Kung
	Title: Managing Member


 SIGNATURE PAGE TO INVESTORS’
RIGHTS AGREEMENT 












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

			
	INVESTORS:
	
	OrbiMed Private Investments VII, LP
	
	 By: OrbiMed Capital GP VII LLC,

	 Its General Partner

	
	 By: OrbiMed Advisors LLC,

	     Its Managing Member

		
	By:	 	 /s/ Carl Gordon

	Name: Carl Gordon
	Title: Member
	
	OrbiMed Asia Partners III, L.P.
	
	 By: OrbiMed Asia GP III L.P.,

	 Its General Partner

	
	 By: OrbiMed Advisors III Limited,

	     Its Managing Member

		
	By:	 	 /s/ Carl Gordon

	Name: Carl Gordon
	Title: Member


 SIGNATURE PAGE TO INVESTORS’
RIGHTS AGREEMENT 












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

			
	INVESTORS:
	
	Hopewell Resources Holdings Limited
		
	By:	 	 /s/ Yu Luo

	Name: Yu Luo
	Title: Authorized Signatory
	
	Oriental Spring Venture Limited
		
	By:	 	 /s/ Yu Luo

	Name: Yu Luo
	Title: Authorized Signatory


 SIGNATURE PAGE TO INVESTORS’
RIGHTS AGREEMENT 












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

			
	INVESTORS:
	
	Decheng Capital China Life Sciences USD Fund III, L.P.
	
	By its General Partner,
	Decheng Capital Management III (Cayman), LLC
		
	By:	 	 /s/ Xiangmin Cui

	Name: Xiangmin Cui
	Title: Managing Director


 SIGNATURE PAGE TO INVESTORS’
RIGHTS AGREEMENT 












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

			
	INVESTORS:
	
	F&W Investments LP – Series 2018
	By: F&W Operations LLC
	Its: General Partner
		
	By:	 	 /s/ Laird H. Simons

	Name: Laird H. Simons III
	Title: Member


 SIGNATURE PAGE TO INVESTORS’
RIGHTS AGREEMENT 












 SCHEDULE A 

INVESTORS 
  

	
	 Name of Investor

	 Deerfield Partners, L.P.
 780 Third Ave.
37th Floor
 New York, NY 10017
 Attention: General Counsel

With a copy to:
 ***

	
	 Paul Hastings LLP
 200 Park Ave.

New York, NY
 10166

Email: ***

	
	 Antara Capital Master Fund LP
 500 Fifth
Avenue, Suite 2320
 New York, NY 10110
 Email:
***

	
	 Eli Lilly and Company
 Lilly Corporate
Center
 Indianapolis, IN 46285
 Email: ***

	
	 Samsara BioCapital, L.P.
 628 Middlefield
Road
 Palo Alto, CA 94301
 Email: ***

	
	 Averill Master Fund, Ltd
 540 Madison
Avenue, 7th Floor
 New York, NY 10022
 Email: ***

	
	 CAAS OPPORTUNITY LLC.
 C/O CaaS Capital
Management L.P. a Delaware Limited Partner
 800 Third Avenue

New York, NY 10022
 Attn: Semi Gogliormella

Email: ***

	
	 Auspice Limited
 Room 2909-2914, #3
Corporate Avenue
 168 Hubin Road, Huangpu
 Shanghai, China

Attn: Tao Yu
 Email: ***

	
	 LAV Biosciences Fund V, L.P.
 LAV GP V,
L.P.
 LAV Corporate V GP, Ltd.
 Unit 902-904, Two Chinachem Central
 26 Des Voeux Road Central, Hong Kong

Attn: Tao Yu
 Email: ***















	
	 LAV Aqua Limited
 Unit 902-904, Two Chinachem Central
 26 Des Voeux Road Central, Hong Kong

Attn: Tao Yu
 Email: ***

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

Email: ***

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

Email: ***

	
	 OrbiMed Private Investments VII, L.P.

c/o OrbiMed Advisors LLC
 601 Lexington Avenue, 54th Floor
 New York, NY 10022

Email: ***

	
	 OrbiMed Asia Partners III, L.P.
 c/o
OrbiMed Advisors LLC
 601 Lexington Avenue, 54th Floor

New York, NY 10022
 Email: ***

	
	 Hopewell Resources Holdings Limited
 Unit
902-904, Two Chinachem Central
 26 Des Voeux Road Central, Hong Kong

Attn: Tao Yu
 Email: ***

	
	 Oriental Spring Venture Limited
 Unit 902-904, Two Chinachem Central
 26 Des Voeux Road Central, Hong Kong

Attn: Tao Yu
 Email: ***

	
	 Decheng Capital China Life Sciences USD Fund III, L.P.

3000 Sand Hill Road
 Building 2; Suite 110

Menlo Park, CA 94025
 Email: ***

	
	 F&W Investments LP—Series 2018

c/o Fenwick & West LLP
 Attention: Laird H. Simons
III
 Silicon Valley Center
 801 California Street

Mountain View, CA 94041
 Email: ***