EX-10.2



 Exhibit 10.2 

SHARE SUBSCRIPTION AGREEMENT 

with regard to 
 PHARVARIS B.V.

  
  

for the terms and conditions of the subscription of the 

Series B-1 Preferred Shares and Series B-2 Preferred Shares in
the Company 
  
  

 
 



 







 TABLE OF CONTENTS 
  

							
	INTRODUCTION	  	 	4	 
		
	RECITALS	  	 	5	 
			
	 1
	  	DEFINITIONS AND INTERPRETATION	  	 	6	 
			
	 1.1
	  	Definitions and interpretation	  	 	6	 
	 1.2
	  	Schedules and Annexes	  	 	6	 
			
	 2
	  	SHARE SUBSCRIPTION	  	 	7	 
			
	 2.1
	  	Share subscription	  	 	7	 
	 2.2
	  	Waiver of transfer restrictions	  	 	10	 
	 2.3
	  	Payment of Subscription Price	  	 	10	 
	 2.4
	  	Use of the subscription proceeds	  	 	11	 
			
	 3
	  	FIRST CLOSING	  	 	11	 
			
	 3.1
	  	Conditions to the First Closing	  	 	11	 
	 3.2
	  	Place of First Closing	  	 	12	 
	 3.3
	  	First Closing obligations	  	 	12	 
			
	 4
	  	MILESTONE CLOSING	  	 	14	 
			
	 4.1
	  	Milestone Closing	  	 	14	 
	 4.2
	  	Place of Milestone Closing	  	 	15	 
	 4.3
	  	Milestone Closing obligations	  	 	15	 
			
	 5
	  	REPRESENTATIONS AND WARRANTIES	  	 	17	 
			
	 5.1
	  	Parties’ representations and warranties	  	 	17	 
	 5.2
	  	Representations and warranties by the Company	  	 	19	 
	 5.3
	  	Investment decision	  	 	21	 
			
	 6
	  	CONFIDENTIALITY AND ANNOUNCEMENTS	  	 	21	 
			
	 7
	  	MISCELLANEOUS	  	 	22	 
			
	 7.1
	  	Further action	  	 	22	 
	 7.2
	  	Invalidity	  	 	22	 
	 7.3
	  	Amendment	  	 	23	 
	 7.4
	  	Costs	  	 	23	 
	 7.6
	  	Entire agreement	  	 	23	 
	 7.7
	  	No implied waiver	  	 	24	 
	 7.8
	  	No rescission	  	 	24	 
	 7.9
	  	Counterparts	  	 	24	 
	 7.10
	  	Notices	  	 	24	 
	 7.11
	  	Assignment or encumbrance	  	 	25	 
	 7.12
	  	Notary	  	 	25	 









							
	 7.13
	  	 Governing Law
	  	 	25	 
	 7.14
	  	 Disputes
	  	 	25	 

  

			
	Schedule 1.	  	DEFINITIONS AND INTERPRETATION
		
	Schedule 2.	  	CAPITALIZATION OF THE COMPANY
		
	Schedule 3.	  	
	
	 (a)    DEED OF ISSUE I

	
	 (b)   DEED OF ISSUE II

		
	Schedule 4.	  	SHAREHOLDERS AGREEMENT
		
	Schedule 5.	  	OPERATING BUDGET
		
	Schedule 6.	  	ARTICLES OF ASSOCIATION
		
	Schedule 7.	  	REPRESENTATIONS AND WARRANTIES
		
	Schedule 8.	  	DATA ROOM INDEX
		
	Schedule 9.	  	NOTICES
		
	Schedule 10.	  	OPINION OF DUTCH COUNSEL
		
	Schedule 11.	  	NOTARY LETTER
		
	Schedule 12.	  	DISCLOSURE LETTER








 SHARE SUBSCRIPTION AGREEMENT 

INTRODUCTION 
 This share subscription agreement (the
“Agreement”) is entered into on 26 July 2019 among: 
  

	1.	 Pharvaris B.V., a private company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid), having its corporate seat in Leiden, The Netherlands (address: J.H. Oortweg 21, 2333 CH Leiden, the Netherlands, trade register number: 64239411) (the
“Company”); 


  

	2.	 Foresite Capital Fund IV, L.P., a limited partnership under the laws of the state of
Delaware, the United States of America, having its registered office at 600 Montgomery Street, Suite 4500, San Francisco, CA 94111 (“Foresite”); 



 

	3.	 Bain Capital Life Sciences Fund, L.P., an exempted limited partnership formed and registered under the
laws of the Cayman Islands, having its registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and registered with the Cayman Islands Registrar of Exempted Limited Partnerships
(registration number 87418) (“Bain Capital”); 


  

	4.	 BCIP Life Sciences Associates, LP, a limited partnership formed under the laws of the state of Delaware,
the United States of America, having its registered office at Suite 302, 4001 Kennett Pike, Wilmington, Delaware, 19807 and registered with the Secretary of State of the State of Delaware (registration number 6201990)
(“BCIP”, and together with Bain Capital, “Bain”) 


  

	5.	 venBio Global Strategic Fund III, L.P., a Cayman Limited Partnership under the laws of the Cayman
Islands (registration number Cert #WC-95981), having its registered office at 1700 Owens Street Suite 595 San Francisco, CA 94158(“venBio”); 



 

	6.	 Venrock Healthcare Capital Partners III, L.P., a limited partnership formed under the laws of the state
of Delaware, having its registered office at 3340 Hillview Avenue, Palo Alto, CA 94304 (“Venrock-1”) and VHCP Co-Investment Holdings III, LLC, a
limited liability company formed under the laws of the state of Delaware, having its registered office at 3340 Hillview Avenue, Palo Alto, CA 94304 (“Venrock-2” and, together with Venrock-1, “Venrock”), 


  

	7.	 LSP V Cooperatieve U.A., a co-operative (coöperatie met
uitgesloten aansprakelijkheid) organized and existing under the laws of the Netherlands, with its seat in Amsterdam, the Netherlands with address at Johannes Vermeerplein 9, 1071 DV Amsterdam, the Netherlands, registered with the Trade Register
of the Chamber of Commerce under file number 61888575 (“LSP V”); 



  
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	8.	 KURMA BIOFUND II, a private equity fund formed and existing under the laws of France, duly managed and
represented by its management company Kurma Partners S.A., a limited company, with registered office at 247 Rue Royale, 75008, Paris (France), incorporated under the laws of France and registered with the Trade and Companies Registry of
Paris, under number 510 043 136, acting on behalf of and representing (“Kurma”); and 


  

	9.	 (i) Objectif Innovation Patrimoine n°9 (“Idinvest 1”) and
(ii) Idinvest Patrimoine n°6 (“Idinvest 2”), each of the foregoing being private equity funds formed and existing under the laws of France, duly managed and represented by its management company
Idinvest Partners S.A., a limited company, with registered office at 117 Avenue des Champs Elysees, 75008, Paris (France), incorporated under the laws of France and registered with the Trade and Companies Registry of Paris, under number
414 735 175, (which shall for the purpose of this Agreement be considered as one Party, and hereinafter collectively referred to as “Idinvest”), 



the parties under number 2 through 9 are collectively referred to as the “Series B Investors” and the
“Subscribers” and each individually as a “Series B Investor” and a “Subscriber”; the parties under 1 through 9 collectively referred to as the “Parties” and each individually
as a “Party”; and the parties under number 2 through 5 are collectively referred to as the “New Subscribers” and each individually as a “New Subscriber.” 

RECITALS 
  

	A.	 The Company is involved in the development and commercialization of a treatment of hereditary angioedema
through orally available bradykinin B2 receptor antagonists (the “Business”). 


  

	B.	 In order to further develop the Business, the Company wishes to attract additional equity financing and the
Investors are willing to provide such financing. 


  

	C.	 The capitalization of the Company directly prior to the Investment is as set out under the heading
“Current Cap” of Schedule 2 (Capitalization of the Company). 


  

	D.	 The present Articles of the Company have been laid down in the Company’s deed of incorporation dated
30 September 2015, as amended by that certain deed of amendment dated 15 April 2016. 


  

	E.	 On 17 June 2019, certain of the Parties entered into a term sheet with respect to the terms of a proposed
investment whereby the Subscribers shall subscribe to and receive convertible preferred Series B-1 Shares (“Series B-1 Preferred Shares”) and Series B-2 Shares (“Series B-2 Preferred Shares” and, together with the Series B-1 Preferred Shares, the “Series B
Shares”) in the share capital of the Company (the “Term Sheet”). 



  
 5 









	F.	 At the First Closing (as defined below), Series B-1 Preferred Shares
shall be issued to the subscribing Investors and the capitalization of the Company shall be as set out in Part B of Schedule 2 assuming the Company receives USD 25 million in aggregate gross proceeds (Capitalization of the
Company). 


  

	G.	 After the Milestone Closing, immediately upon effectuation of the Milestone Closing assuming the Company
receives USD 40 million in gross proceeds, the capitalization of the Company shall be as set out in Part B of Schedule 2 (Capitalization of the Company). 



 

	H.	 At the First Closing, the Parties shall enter into the amended and restated shareholders agreement regarding
the terms and conditions of the shareholdings in the Company, which is attached to this Agreement as Schedule 4 (Shareholders Agreement) (the “Shareholders Agreement”). 



 

	I.	 Each of the Parties has, prior to the First Closing, obtained any and all necessary approvals and permits for
the transactions contemplated hereby. 


  

	J.	 Each of the Investors has finalized its due diligence investigation with respect to the Company and the
Business. 


  

	K.	 Two (2) days prior to the relevant Closing Date, the Parties will enter into the notary letter managing
the funds flow at the First Closing or the Milestone Closing attached as Schedule 11 (Notary Letter). 


  

	L.	 The Parties wish to lay down in this Agreement the terms and conditions for the subscription by the Subscribers
to the Subscriber Shares. 


 NOW HEREBY AGREE AS FOLLOWS 
  

	1	 DEFINITIONS AND INTERPRETATION 



 

	1.1	 Definitions and interpretation 



 

	1.1.1	 Capitalized terms and expressions used in this Agreement have the meanings ascribed thereto in Schedule 1
(Definitions and Interpretation). 


  

	1.1.2	 The provisions set out in Schedule 1 (Definitions and Interpretation) shall apply throughout this
Agreement. 


  

	1.2	 Schedules and Annexes 



In this Agreement, each of the Schedules and Annexes forms part of this Agreement and have the same force and effect as if set out in the body
of this Agreement. Any reference to this Agreement shall include a reference to all Schedules and Annexes. 

  
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	2	 SHARE SUBSCRIPTION 



 

	2.1	 Share subscription 



 

	2.1.1	 Subject to the terms and conditions of this Agreement, the Subscribers shall subscribe for Series B Preferred
Shares as follows: 


  

	 	a.	 Foresite subscribing to Series B Preferred Shares (in two tranches and subject to the terms of this Agreement)
for an aggregate amount of USD 25,000,000; 


  

	 	b.	 Bain Capital subscribing to Series B Preferred Shares (in two tranches and subject to the terms
of this Agreement) for an aggregate amount of USD 17,235,757; 


  

	 	c.	 BCIP subscribing to Series B Preferred Shares (in two tranches and subject to the terms of this
Agreement) for an aggregate amount of USD 1,764,243; 


  

	 	d.	 venBio subscribing to Series B Preferred Shares (in two tranches and subject to the terms of this Agreement)
for an aggregate amount of USD 11,000,000; 


  

	 	e.	 Venrock-1 subscribing to Series B Preferred Shares (in two tranches and
subject to the terms of this Agreement) for an aggregate amount of USD 909,090.91; 


  

	 	f.	 Venrock-2 subscribing to Series B Preferred Shares (in two tranches and
subject to the terms of this Agreement) for an aggregate amount of USD 90,909.09; 


  

	 	g.	 LSP subscribing to Series B Preferred Shares (in two tranches and subject to the terms of this Agreement) for
an aggregate amount of USD 7,000,000; 


  

	 	h.	 Kurma subscribing to Series B Preferred Shares (in two tranches and subject to the terms of this Agreement) for
an aggregate amount of USD 1,000,000; 


  

	 	i.	 Idinvest 1 subscribing to Series B Preferred Shares (in two tranches and subject to the terms of this
Agreement) for an aggregate amount of USD 1,084,000; and 


  

	 	j.	 Idinvest 2 subscribing to Series B Preferred Shares (in two tranches and subject to the terms of this
Agreement) for an aggregate amount of USD 916,000, 


 the total price to be paid under (2.1.1) through (j), the
“Subscription Price”. 

  
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	2.1.2	 The number of Subscriber Shares for which each Subscriber has subscribed shall be set forth in Clause 2.1.3 and
2.1.4 along with the applicable payment amount. Any contribution amounts in excess of the nominal value of the Subscriber Shares shall be administered in the books of the Company as non-stipulated share
premium (ongebonden agio). 


  

	2.1.3	 At the First Closing and subject to the terms and conditions of this Agreement and in accordance with the Deed
of Issue I, as attached hereto as Schedule 3(a) (Deed of Issue I): 


  

	 	a.	 Foresite shall subscribe for, acquire and pay up 1,137,649 Series B-1
Preferred Shares, to be issued at the Investor Subscription Price Per Share, comprising a total issue price of USD 9,469,704.42; 


  

	 	b.	 Bain Capital shall subscribe for, acquire and pay up 784,330 Series B-1 Preferred Shares, to be issued at the Investor Subscription Price Per Share, comprising a total issue price of USD 6,528,703.73; 



 

	 	c.	 BCIP shall subscribe for, acquire and pay up 80,284 Series B-1
Preferred Shares, to be issued at the Investor Subscription Price Per Share, comprising a total issue price of USD 668,277.96; 


  

	 	d.	 venBio shall subscribe for, acquire and pay up 500,565 Series B-1
Preferred Shares, to be issued at the Investor Subscription Price Per Share, comprising a total issue price of USD 4,166,665.28; 


  

	 	e.	 Venrock-1 shall subscribe for, acquire and pay up 41,369 Series B-1 Preferred Shares, to be issued at the Investor Subscription Price Per Share, comprising a total issue price of USD 344,352.44; 



 

	 	f.	 Venrock-2 shall subscribe for, acquire and pay up 4,136 Series B-1 Preferred Shares, to be issued at the Investor Subscription Price Per Share, comprising a total issue price of USD 34,427.76; 



 

	 	g.	 LSP shall subscribe for, acquire and pay up 318,541 Series B-1
Preferred Shares, to be issued at the Investor Subscription Price Per Share, comprising a total issue price of USD 2,651,511.25; 


  

	 	h.	 Kurma shall subscribe for, acquire and pay up 45,505 Series B-1
Preferred Shares, to be issued at the Investor Subscription Price Per Share, comprising a total issue price of USD 378,780.19; 


  

	 	i.	 Idinvest-1 shall subscribe for, acquire and pay up 49,328 Series B-1 Preferred Shares, to be issued at the Investor Subscription Price Per Share, comprising a total issue price of USD 410,602.55; and 



  
 8 









	 	j.	 Idinvest-2 shall subscribe for, acquire and pay up 41,684 Series B-1 Preferred Shares, to be issued at the Investor Subscription Price Per Share, comprising a total issue price of USD 346,974.47, 



the Subscriber Shares to be issued as referred to in this Clause 2.1.3 under (a) through (j) together the “First Tranche
Shares” (the “First Closing”). 
  

	2.1.4	 At the Milestone Closing and subject to the terms and conditions of this Agreement and in accordance with the
Deed of Issue II, as attached hereto as Schedule 3(b) (Deed of Issue II): 


  

	 	a.	 Foresite shall subscribe for, acquire and pay up 1,760,134 Series B-2
Preferred Shares, to be issued at the Investor Subscription Price Per Share, comprising a total issue price of USD 15,530,295.93; 


  

	 	b.	 Bain Capital shall subscribe for, acquire and pay up 1,213,490 Series
B-2 Preferred Shares, to be issued at the Investor Subscription Price Per Share, comprising a total issue price of USD 10,707,059.13; 



 

	 	c.	 BCIP shall subscribe for, acquire and pay up 124,212 Series B-2
Preferred Shares, to be issued at the Investor Subscription Price Per Share, comprising a total issue price of USD 1,095,967.20; 


  

	 	d.	 venBio shall subscribe for, acquire and pay up 774,460 Series B-2
Preferred Shares, to be issued at the Investor Subscription Price Per Share, comprising a total issue price of USD 6,833,339.39; 


  

	 	e.	 Venrock-1 shall subscribe for, acquire and pay up 64,005 Series B-2 Preferred Shares, to be issued at the Investor Subscription Price Per Share, comprising a total issue price of USD 564,739.16; 



 

	 	f.	 Venrock-2 shall subscribe for, acquire and pay up 6,401 Series B-2 Preferred Shares, to be issued at the Investor Subscription Price Per Share, comprising a total issue price of USD 56,478.33; 



 

	 	g.	 LSP shall subscribe for, acquire and pay up 492,838 Series B-2
Preferred Shares, to be issued at the Investor Subscription Price Per Share, comprising a total issue price of USD 4,348,487.10; 


  

	 	h.	 Kurma shall subscribe for, acquire and pay up 70,406 Series B-2
Preferred Shares, to be issued at the Investor Subscription Price Per Share, comprising a total issue price of USD 621,217.49; 



  
 9 









	 	i.	 Idinvest-1 shall subscribe for, acquire and pay up 76,319 Series B-2 Preferred Shares, to be issued at the Investor Subscription Price Per Share, comprising a total issue price of USD 673,390.02; and 



 

	 	j.	 Idinvest-2 shall subscribe for, acquire and pay up 64,491 Series B-2 Preferred Shares, to be issued at the Investor Subscription Price Per Share, comprising a total issue price of USD 569,027.31, 



the Series B-2 Preferred Shares to be issued as referred to in this Clause 2.1.4 under (0) through
(j) together the “Milestone Tranche Shares” (the “Milestone Closing”). 
  

	2.1.5	 Prior to any Closing Date, each of the New Subscribers may designate an Affiliate of that respective New
Subscriber (the “New Subscriber Affiliate”) to acquire and pay up such number of Series B Shares subscribed for by the respective New Subscriber, pursuant to this Agreement. Immediately following such designation and the applicable
Closing Date, the New Subscriber Affiliate shall execute a counterpart signature page to this Agreement and the Shareholders Agreement and shall be bound by the respective terms, provisions and obligations of this Agreement and the Shareholders
Agreement as a “Subscriber” under this Agreement and an “Investor” and “Series B Holder” under the Shareholders Agreement. For the avoidance of doubt, each of the New Subscribers shall remain
subject to and bound by the terms, provisions and obligations of this Agreement regardless of the actions of any of its Affiliates. 


  

	2.2	 Waiver of Transfer Restrictions 



 

	2.2.1	 Each of the Subscribers, conditional upon and subject to each of them becoming a Shareholder, hereby waives its
pre-emption rights or any other transfer restrictions and its pre-emption rights, rights of first refusal and similar rights under the Articles and Shareholders
Agreement in relation to the issuances of any Subscriber Shares under and in accordance with this Agreement in relation to the Milestone Closing. 


  

	2.2.2	 Each of the Subscribers hereby waives its pre-emption rights or
any other transfer restrictions and its rights of first refusal and similar rights under the Prior Agreement in relation to the issuances of the Series B Shares under and in accordance with this Agreement. 



 

	2.3	 Payment of Subscription Price 



 

	2.3.1	 On the Business Day prior to the relevant Closing Date, each of the Subscribers shall severally and not jointly
pay its relevant part of the Subscription Price for its respective Shares as set out in the relevant Deed of Issue, in accordance with the Notary Letter, into the USD Notary Account or the EUR Notary Account and further in accordance with the
payment request of 



  
 10 








 
the Company. The Notary will hold the Subscription Price so received for and on behalf of the Subscribers until the relevant Deed of Issue has been executed and immediately thereafter for and on
behalf of the Company and shall pay such amount on the Closing Date to the bank account of the Company designated by it. 
  

	2.3.2	 Each Subscriber shall, severally and not jointly, be liable for its relevant part of the Subscription Price for
its respective Shares as set out in the relevant Deed of Issue, and a failure by any Subscriber to satisfy a payment obligation will not result in any of the other Investors becoming liable for such payment obligation. 



 

	2.3.3	 Notwithstanding anything contained herein to the contrary, all references to U.S. Dollars herein as to the
amount of investment by the Investors in the Company shall be satisfied by the Investors by payment to the Company and/or where required to the Notary in either, at each Investor’s election (but in accordance with the Notary Letter), (a) U.S.
Dollars or (b) Euros that have an equivalent value to the U.S. Dollars applicable investment amount(s) on the basis of the Exchange Rate. 


  

	2.4	 Use of the Subscription Proceeds 



 

	2.4.1	 The proceeds from each of the Closings shall be used for general working capital purposes in accordance with
the Operating Budget, attached as Schedule 5 (Operating Budget) as established in accordance with the Shareholders Agreement from time and the Company’s business plan as presented to the Board from time to time, and subject to any
changes that may be approved by the Board following the First Closing. 


  

	3	 FIRST CLOSING 



 

	3.1	 Conditions to the First Closing 



On or before the First Closing Date, the Parties shall proceed with the First Closing, subject to the following conditions: 

 

	 	a.	 the representations and warranties of the Company on Schedule 7 (Representations and
Warranties) shall be true and correct in all material respects as of the First Closing; and 


  

	 	b.	 each of the Subscribers has finalized its due diligence investigation with respect to the Company and the
Business; 


  

	 	c.	 the First Closing Obligations referred to in Clause 3.4.2 (a) through (e) have been satisfied,



 the conditions under a. through c. hereinafter the “First Tranche Conditions”. 

  
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	3.2	 Fulfillment or Waiver of the First Tranche Conditions 



 

	3.2.1	 The Parties shall use reasonable efforts to cause the First Tranche Condition to be fulfilled as soon as
possible prior to the First Closing Date. 


  

	3.2.2	 Notwithstanding Clause 7.3, the First Tranche Conditions may solely be waived by the Parties jointly in writing
prior to or on the First Closing Date. 


  

	3.3	 Place of First Closing 



The First Closing shall take place on the First Closing Date at the offices of NautaDutilh N.V. at Beethovenstraat 400 (1082 PR) Amsterdam, the
Netherlands. 
  

	3.4	 First Closing Obligations 



 

	3.4.1	 Subject only to the satisfaction or waiver of the First Tranche Conditions, the First Closing Date, and the
payment by each Subscriber of the aggregate amounts set forth under Clause 2.1.3 (or its EUR equivalent) to the USD Notary Account respectively the EUR Notary Account, shall be no later than twelve (12) calendar days following the date of this
Agreement. The Parties hereby agree and acknowledge that failure by any Subscriber to pay the applicable amounts specified in Clause 2.1.3 (or its EUR equivalent) with respect to the First Tranche Shares to the USD Notary Account respectively the
EUR Notary account upon satisfaction or waiver of the First Tranche Conditions shall constitute a material breach of this Agreement, and the Company shall be entitled to seek all rights and remedies available to it under law or equity. The Parties
acknowledge and agree that monetary damages may not be an adequate remedy for breach of this Clause 3.4.1 and that the Company may seek to enforce specifically the obligations under this Clause 3.4.1 (without prejudice to any other remedies
available to it at law or equity). 


  

	3.4.2	 At the First Closing: 



 

	 	a.	 the Company shall have delivered the
up-to-date shareholders’ register of the Company to the Notary; 


  

	 	b.	 the Parties shall have delivered to the Notary powers of attorney duly executed by them, and to the extent
required by the Notary, legalized and apostilled and accompanied by an authority statement, in each case authorizing their respective representatives or the Notary to attend to and execute the Deed of Issue I; 



 

	 	c.	 the Company’s shareholders shall have provided to the Notary an executed written resolution of the General
Meeting of the Company: 


  

	 	i.	 to approve the Investment and that the Company enters into the Shareholders Agreement and all documents
referred to therein or ancillary thereto; 



  
 12 









	 	ii.	 to issue the First Tranche Shares; 



 

	 	iii.	 to amend and restate the Articles in accordance with the deed of amendment of the Articles attached as
Schedule 6 (Articles of Association); 


  

	 	iv.	 to waive any pre-emptive rights or rights of first refusal of the
shareholders of the Company in connection with the issuance of the Subscriber Shares; and 


  

	 	v.	 to amend the Company’s 2016 Equity Incentive Plan, as amended and restated from time to time, to, among
other things, increase the option pool to 10% of the Company’s fully diluted capitalization following the First Closing, or 1,502,569 Ordinary Shares; 


  

	 	vi.	 to appoint Mr. Modig as Executive Director; and 



 

	 	vii.	 to delegate full power and authority to the Board to approve the issue of the Milestone Tranche Shares and to
exclude or limit the pre-emptive rights thereon and to otherwise take all actions necessary and appropriate to carry out the Milestone Closing, 



the “Shareholders Resolution”; 
  

	 	d.	 the Parties shall have executed the Shareholders Agreement (attached as Schedule 4 (Shareholders
Agreement)); 


  

	 	e.	 the Company shall have entered into indemnification agreements with the members of the Board in form reasonably
satisfactory to the Subscribers; 


 and subject to the Notary having received all documents required by him, at the First
Closing Date: 
  

	 	f.	 the Parties shall instruct the Notary to proceed with the First Closing in accordance with the notary letter;



  

	 	g.	 the Notary shall execute the deed of amendment of the Articles of Association of the Company so that the
Articles of Association will be in the form as set out in Schedule 6 (Articles of Association); 


  

	 	h.	 the First Tranche Shares shall be issued to the Subscribers through the execution of the Deed of Issue I by the
Notary; 



  
 13 









	 	i.	 the Company shall register the issue of the First Tranche Shares in its shareholders’ register;



  

	 	j.	 the Parties shall take such action and sign such documents as shall be required to effectuate the First
Closing; and 


  

	 	k.	 the Subscribers shall receive from Nautadutilh N.V., Netherlands counsel for the Company, an opinion, dated as
of the First Closing Date, in substantially the form attached as Schedule 10 (Opinion of Dutch Counsel) hereto. 


  

	3.4.3	 The total Subscription Price for the First Tranche Shares deposited at the USD Notary Account respectively the
EUR Notary Account shall be disbursed in accordance with the Company’s instruction under the Notary Letter. 


  

	3.4.4	 The Company covenants and agrees to obtain D&O Insurance in an amount and upon terms acceptable to the
Subscribers within ten (10) Business Days following the First Closing Date. 


  

	4	 MILESTONE CLOSING 



 

	4.1	 Milestone Closing 



 

	4.1.1	 The obligations of the Parties to proceed with the Milestone Closing shall be subject to the satisfaction of
each of the following conditions (or, in lieu of satisfaction of any such condition, waiver thereof by the Series B Investor Majority) on or prior to the Milestone Closing Date (as defined below): 



 

	 	a.	 no Material Adverse Change has occurred as determined in good faith by the Board; 



 

	 	b.	 the Shareholders’ Agreement shall remain in full force and effect; 



 

	 	c.	 the representations and warranties of the Company under Clauses 3(a), (b), (c) and (d) of Schedule
7 (Representations and Warranties) shall be true and correct in all material respects; 


  

	 	d.	 the satisfaction of the Second Tranche Milestone, as determined in good faith by the Board, on or prior to
30 June 2020; and 


  

	 	e.	 the Company has not been declared bankrupt or granted suspension of payment, no filing has been made with the
competent court in order to have the Company declared bankrupt or granted a suspension of payment, no substantial part of the assets of the Company have been seized, 



  
 14 








 the conditions under a. through e. hereinafter the “Milestone Tranche
Conditions”. Upon fulfilment of the Milestone Tranche Conditions (or waiver thereof by the Series B Investor Majority), the Company shall immediately notify the Subscribers (the “Milestone Closing Notice”). 

 

	4.1.2	 Prior to the fulfilment or waiver of the Milestone Tranche Conditions: 



 

	 	a.	 each Investor may at its sole discretion fund any portion of its Milestone Tranche Shares at any time against
the issuance of a pro rata part of its Milestone Tranche Shares; and 


  

	 	b.	 the Series B Investor Majority may elect that each holder of Subscriber Shares funds its relevant part of any
portion or all, as applicable, of the Milestone Tranche Shares. 


  

	4.1.3	 In the event that the Company becomes aware of any event, circumstance or fact that renders or may render any
of the Milestone Tranche Conditions incapable of being fulfilled, it shall immediately notify the Subscribers. 


  

	4.2	 Place of Milestone Closing 



The Milestone Closing shall take place on the Milestone Closing Date at the offices of NautaDutilh N.V., Beethovenstraat 400, (1082 PR)
Amsterdam, the Netherlands. 
  

	4.3	 Milestone Closing Obligations 



 

	4.3.1	 The issue of, and payment for, the Milestone Tranche Shares by each Subscriber at the Milestone Closing shall
take place on the date as determined by the Subscribers, but in any event at least 20 calendar days after receipt of the Milestone Closing Notice, but no later than 30 calendar days after receipt of the Milestone Closing Notice or such other date
that is mutually agreeable to the Company and the Series B Investor Majority (the “Milestone Closing Date”). 


  

	4.3.2	 At the Milestone Closing Date, upon satisfaction of each of the Milestone Tranche Conditions (or, in lieu of
satisfaction of any such condition, waiver thereof by the Series B Investor Majority), the Parties shall have the following obligations: 


  

	 	a.	 the Company shall deliver the
up-to-date shareholders’ register of the Company to the Notary; 


  

	 	b.	 the Parties shall deliver to the Notary powers of attorney duly executed by them, and to the extent required by
the Notary, legalized and apostilled and accompanied by an authority statement, in each case authorizing their respective representatives or the Notary to attend to and execute the Deed of Issue II; 



  
 15 









	 	c.	 the total Subscription Price for the Milestone Tranche Shares payable by each Subscriber under Clause 2.1.4
shall be transferred by the relevant Subscriber for the payment of the Milestone Tranche Shares to the USD Notary Account respectively the EUR Notary Account or any account designated by the Company with the prior written approval of the Subscribers
for this purpose (the “Payment Obligation”), and shall be credited thereto with a value date not later than the Milestone Closing Date; 


  

	 	d.	 the Parties shall instruct the Notary to proceed with the Milestone Closing; 



 

	 	e.	 the Milestone Tranche Shares shall be issued to the Subscribers through the execution of the Deed of Issue II
by the Notary; 


  

	 	f.	 the Company shall register the issue of the Milestone Tranche Shares in its shareholders’ register;



  

	 	g.	 the Parties shall take such action and sign such documents as shall be required to effectuate the Milestone
Closing; and 


  

	 	h.	 the Subscribers shall receive from NautaDutilh N.V., Netherlands counsel for the Company, an opinion, dated as
of the Milestone Closing, in substantially the form delivered to Subscribers in connection with the First Closing, 


 the
obligations under (a) through (h) hereinafter the “Milestone Tranche Covenants.” 
  

	4.3.3	 The total Subscription Price for the Milestone Tranche Shares deposited at the USD Notary Account respectively
the EUR Notary Account, or any other account designated by the Company with the prior written approval of the Subscribers for this purpose, shall be released and transferred to the Company on the Milestone Closing Date. 



 

	4.4	 Milestone Closing – Defaulting Investor 



 

	4.4.1	 If a holder of Subscriber Shares fails to satisfy any of its Milestone Tranche Covenants as referred to in
4.3.2(b), (c), (d) and (g) on or before the Milestone Closing Date, such holder shall be a “Potential Defaulting Investor”. 


  

	4.4.2	 In case of a Potential Defaulting Investor, the Potential Defaulting Investor shall be given seven
(7) calendar days after the scheduled Milestone Closing Date to remedy its failure to satisfy its Milestone Tranche Covenants (the “Grace Period”). 



 

	4.4.3	 If following the lapse of the Grace Period, the Potential Defaulting Investor has not satisfied its Milestone
Tranche Covenants (the last day of the Grace Period the “Default Date” and such a Potential Defaulting Investor, a “Defaulting Investor”), the sole and exclusive remedy of the Company and the other Subscribers shall
be as follows: 



  
 16 









	 	a.	 such Defaulting Investor’s Series B Shares, irrespective of whether they are held by such Defaulting
Investor, will convert into Ordinary Shares against a 1:1 conversion rate; and 


  

	 	b.	 notwithstanding any provision to the contrary in the Shareholders’ Agreement, effective as of the Default
Date, (A) such Defaulting Investor shall no longer have the right to appoint, nominate or designate any members to the Board of Directors and/or board observers, as applicable, regardless of its ownership of Series B Shares or other share
capital of the Company (including securities exercisable for or convertible into share capital of the Company), and (B) any existing Director and/or board observer as of the Default Date appointed, nominated or designated by such Defaulting
Investor shall immediately resign from the Board of Directors and/or as a board observer, as applicable. In the event that an existing Director resigns pursuant to this Clause 4.4.3, the resulting vacancy on the Board of Directors caused by such
resignation shall be filled in accordance with the Shareholders Agreement. 


  

	5	 REPRESENTATIONS AND WARRANTIES 



 

	5.1	 Parties’ representations and warranties 



 

	5.1.1	 Without prejudice to any other representations and warranties contained in this Agreement, each Party hereby
represents and warrants, severally and not jointly, on behalf of such Party only to the other Parties as follows: 


  

	 	a.	 except if such a Party is a natural person and not a legal entity or (limited) partnership, it is duly
organized, and validly existing under the laws of its incorporation or formation, and has all requisite corporate power and authority to own its property and to carry on its business as it is now being conducted; 



 

	 	b.	 it has full power and authority (corporate or otherwise) to enter into, execute, deliver and carry out the
terms of this Agreement and to incur the obligations provided for herein, all of which have been duly authorized by all proper and necessary corporate action and are not in violation of its articles of association or other governing documents, as
far as applicable; and 


  

	 	c.	 this Agreement constitutes its legal and binding obligation, enforceable in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally or by other principles of general applicability. 



  
 17 









	5.1.2	 Without prejudice to any other representations and warranties contained in this Agreement, each Subscriber
hereby represents and warrants, severally and not jointly, on behalf of such Subscriber to the Company as follows: 


  

	 	a.	 This Agreement is made with the Subscribers in reliance upon the Subscriber’s representation to the
Company, which by the Subscriber’s execution of this Agreement, the Subscriber hereby confirms, that the Series B Shares to be acquired by the Subscriber will be acquired for investment for the Subscriber’s own account, not as a nominee or
agent, and not with a view to the resale or distribution of any part thereof, and that the Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Subscriber
further represents that the Subscriber does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Series B
Shares. Except as disclosed to the Company, the Subscriber has not been formed for the specific purpose of acquiring the Series B Shares. 


  

	 	b.	 The Subscriber has had an opportunity to discuss the Company’s business, management, financial affairs and
the terms and conditions of the offering of the Series B Shares with the Company’s management and has had an opportunity to review the Company’s facilities. The foregoing, however, does not limit or modify the representations and
warranties of the Company in this Agreement or the right of the Subscribers to rely thereon. 


  

	 	c.	 The Subscriber understands that the Series B Shares have not been, and will not be, registered under the
Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Subscriber’s representations
as expressed herein. The Subscriber understands that the Series B Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Subscriber must hold the Series B
Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Subscriber acknowledges that the
Company has no obligation to register or qualify the Series B Shares, or the Ordinary Shares into which it may be converted, for resale except as set forth in the Shareholders’ Agreement. The Subscriber further acknowledges that if an exemption
from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are
outside of the Subscriber’s control, and which the Company is under no obligation and may not be able to satisfy. 



  
 18 









	 	d.	 The Subscriber understands that no public market now exists for the Series B Shares, and that the Company has
made no assurances that a public market will ever exist for the Series B Shares. 


  

	 	e.	 If the Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Code), the
Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements
within its jurisdiction for the purchase of the Series B Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and
other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Series B Shares. The Subscriber’s subscription and payment for and continued beneficial ownership of the Series B Shares will
not violate any applicable securities or other laws of the Subscriber’s jurisdiction. 


  

	 	f.	 The Subscriber is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the
Securities Act. 


  

	 	g.	 Neither the Subscriber, nor any of its officers, directors, employees, agents, stockholders or partners has
either directly or indirectly, including, through a broker or finder (a) engaged in any general solicitation, or (b) published any advertisement in connection with the offer and sale of the Series B Shares. 



 

	 	h.	 The Subscribers are not aware of any material Warranty Breach. 



 

	5.2	 Representations and Warranties by the Company 



 

	5.2.1	 Without prejudice to the representations and warranties contained in this Agreement, the Company represents and
warrants to the Subscribers that the warranties set out in Clause 5.1 and Schedule 77 (Representations and Warranties) are true and accurate on the date of this Agreement, provided that no circumstances, facts or events shall
constitute a breach of such Representations and Warranties (a “Warranty Breach”) to the extent that they have been fully and fairly disclosed in all material respects in the Disclosure Letter. 



 

	5.2.2	 In case of a Warranty Breach, the Company shall reimburse and hold the Subscribers harmless for all Damages.
The Subscribers’ damage shall be deemed to include the damages suffered by the Company pro rata to the indirect percentage of Series B Shares held by and per Subscriber, subject, however to the following provisions: 



  
 19 









	 	a.	 In each case of a Warranty Breach, the Company shall be granted the possibility to remedy the inaccuracy and/or
incorrectness of the applicable Warranties within a reasonable period of time which shall not exceed 30 (thirty) calendar days after having been given notice of such Warranty Breach in such a way that the Company realizes the situation which would
have existed, had the Warranties been true and accurate. 


  

	 	b.	 The aggregate maximum liability of the Company for Warranty Breaches (i) shall not exceed the total amount
actually invested by the Subscribers at the First Closing and the Milestone Closing, and (ii) no liability shall arise unless the Damages resulting from all Warranty Breaches exceed an amount of USD 200,000 (two hundred thousand United States
Dollars), in which case the Company shall be liable for the entire amount and not only the excess. 


  

	 	c.	 The Subscribers shall not be entitled to any compensation for a Warranty Breach unless notice (the
“Claim Notification”) in writing of such claim has been received by the Company containing a description of the facts and circumstances that gave rise to the claim, as well as an estimate of the amount of the claim, all to the
extent known to the Subscribers. 


  

	 	d.	 The Subscribers undertake to inform the Company as soon as reasonably possible after becoming aware of facts
and circumstances that could give rise to a claim for either a Warranty Breach, in any event within 60 (sixty) calendar days. Any failure or delay on the part of the Subscribers to notify the Company shall not prejudice the right of the Subscribers
to make a claim, but the Damages payable shall be reduced to the extent Damages have arisen as a consequence of such delay. 


  

	 	e.	 Other than with respect to Fundamental Warranties, the Subscribers shall not be entitled to claim any Damages
after 24 (twenty four) months have lapsed after the First Closing Date, with respect to Warranty Breaches; it being understood, however, that a claim by the Subscribers in relation to any Damages relating to the Fundamental Warranties may be made
within 60 (sixty) days after the expiration of the applicable statute of limitation. 


  

	 	f.	 Title 1 of Book 7 of the Dutch Civil Code shall not be applicable to the acquisition of the Shares by the
Subscribers pursuant to this Agreement. 


  

	5.2.3	 The Parties acknowledge and confirm that (i) the Subscribers have decided to enter into this Agreement
solely in reliance on the Representations and Warranties in the terms stated herein. Each Subscriber acknowledges and confirms that the Representations and Warranties are the only representations, warranties or other assurances of any kind given by
or on behalf of the Company on which the Subscribers may rely (and has relied upon) in entering into this Agreement and the transactions contemplated herein and shall not have the right to invoke any warranties contained in or implied by Dutch law.
In particular, each Subscriber acknowledges and agrees that the Company does not make any representation or warranty as to the accuracy of forecasts, estimates, projections, statements of intent or any opinion provided to the Subscribers.




  
 20 









	5.2.4	 Nothing in this Agreement shall limit the liability of the Company in the event of fraud (bedrog) or
willful misconduct (opzet) on the part of the Company’s employees. 


  

	5.3	 Investment decision 



 

	5.3.1	 Each Subscriber acknowledges and confirms that (i) it may not rely on any investigation that another
Subscriber, any of its Affiliates or any person acting on its behalf, may have conducted or made available in any form, and none of such persons has made any representation to the Subscribers, express or implied, with respect to the Company and/or
the transactions contemplated by this Agreement and any related documents and (ii) it has independently made the decision to enter into this Agreement and consummate the transactions contemplated by this Agreement and any related documents and
has not relied in any manner whatsoever on any other Subscribers, in each case except as set forth in the Representations and Warranties under this Agreement. 



 

	6	 CONFIDENTIALITY AND ANNOUNCEMENTS 



 

	6.1	 Each of the Parties agrees to keep secret and strictly confidential and not to use, disclose, or divulge to any
third party or to enable or cause any person to become aware of (except for the purposes of conducting the Company’s business for the benefit of the Company and to its employees, advisors and/or consultants, in each case provided that any
person to whom such confidential information is disclosed by it complies with the restrictions set out in this Clause 6.1 as if such person were a Party) any information relating to the Company or its Business or assets or the existence or the
contents of this Agreement. 


  

	6.2	 Nothing in this Article 6 prevents any announcement being made or any confidential information being disclosed
by any Party: 


  

	 	a.	 on or following the First Closing Date, if the Parties have reasonably agreed on the contents of such
announcement; or 


  

	 	b.	 to the extent required by law or any competent regulatory body or capitalize stock exchange or under any
agreement with any Tax Authority existing at the date hereof or to comply with any applicable accounting requirements; any Party so required to disclose any confidential information shall promptly notify the other Party, where practicable and to the
extent lawful to do so, before disclosure occurs and shall consult with the other Party regarding the timing and content of such disclosure and shall take such action which the other Party may reasonably request/which may reasonably be required to
challenge the validity of such disclosure requirement; or 



  
 21 









	 	c.	 to the extent that such information is public knowledge other than through unlawful disclosure by that Party;
or 


  

	 	d.	 to that Party’s investors, prospective investors, stockholders, investor committees and/or any of its
Affiliates (excluding portfolio companies) on all information pertaining to the Company and the equity investment made or to be made in the Company in accordance with its reporting obligations (including, if applicable, under its fund investment
documents or to the extent required for legal, tax, audit or regulatory purposes), subject to a duty of confidentiality; 


  

	 	e.	 to the extent that it is or has been independently developed or conceived by such Party without use of the
Company’s confidential information; 


  

	 	f.	 to the extent that it is already in the Party’s possession; or 



 

	 	g.	 to that Party’s accountants, consultants and other professional advisers or its financiers subject to a
duty of confidentiality and only to the extent necessary for any lawful purpose. 


  

	7	 MISCELLANEOUS 



 

	7.1	 Further action 



If at any time after the First Closing or the Milestone Closing, any further action is necessary or desirable in order to implement this
Agreement, each Party shall at its own cost execute and deliver any further documents and take all such necessary action as may reasonably be requested from each of such party. 

 

	7.2	 Invalidity 



In the event that a provision of this Agreement is null and void or unenforceable (either in whole or in part), the remainder of this Agreement
shall continue to be effective to the extent that, given this Agreements substance and purpose, such remainder is not inextricably related to the null and void or unenforceable provision. The Parties shall make every effort to reach agreement on a
new clause which differs as little as possible from the null and void or unenforceable provision, taking into account the substance and purpose of this Agreement. 

  
 22 









	7.3	 Amendment 



Any amendment to this Agreement shall only have force and effect if approved by the Board and approved in writing by the Series B Investor
Majority. Notwithstanding the foregoing, (i) this Agreement (including any amounts to be invested by the Parties) may not be amended, modified or terminated and the observance of any term hereof may not be waived with respect to any Party so as
to adversely affect such Party in a manner different or disproportionate to other Parties, without the written consent of such Party, and (ii) Article 4 and this subclause (ii) of this Clause 7.3 may not be amended, modified, terminated or
waived without the written consent of the Board (including approval by at least one Executive Director), together with the Series B Investor Majority. 
  

	7.4	 Costs 



Provided the First Closing takes place, the Company shall bear reasonable fees and expenses incurred by the New Subscribers and/or their
Affiliates in connection with their due diligence and any of the transactions contemplated by this Agreement and the Shareholders Agreement and related transaction documentation (including legal expenses), such aggregate amount not to exceed USD
115,000 (one hundred fifteen thousand United States dollars), excluding VAT. The Company shall bear its own legal and other expenses, in particular for the preparation of the corporate documents to implement the transactions set out in this
Agreement on the First Closing Date. 
  

	7.5	 Consequences of termination 



 

	7.5.1	 If the First Closing shall not have occurred by August 16, 2019, notwithstanding any amendment to the
First Closing Date pursuant to Clause 7.3 (Amendment) or otherwise, this Agreement may be terminated by the Company, in its sole discretion, and be of no further force and effect. 



 

	7.5.2	 In the event that this Agreement is terminated, this Agreement shall have no further effect with the exception
of the provisions set forth in Clause 6 (Confidentiality and announcements) and Clause 7 (Miscellaneous) which provisions shall survive any termination of this Agreement indefinitely. 



 

	7.5.3	 Termination of this Agreement shall be without prejudice to the liability of any Party as a result of such
Party failing to fulfil any of its obligations under this Agreement. 


  

	7.6	 Entire agreement 



This Agreement contains the entire agreement between the Parties with respect to the subject matter covered hereby and supersedes all earlier
agreements and understandings, whether oral, written or otherwise, between the Parties. 

  
 23 









	7.7	 No implied waiver 



 

	7.7.1	 Nothing shall be construed as a waiver under this Agreement unless a document to that effect has been signed by
the Parties or notice to that effect has been given. 


  

	7.7.2	 The failure of a Party to exercise any right under this Agreement (which shall include the granting by a Party
to either (any) of the other Parties of an extension of time in which to perform its obligations under any provision hereof) shall not be deemed to constitute a waiver of the right to exercise any such right in the future. 



 

	7.8	 No rescission 



The Parties hereby waive their rights under articles 6:228 and 6:265 to 6:272 inclusive of the Dutch Civil Code to rescind (ontbinden)
and/or annul (vernietigen) or demand in legal proceedings the rescission (ontbinding), and/or annulment (vernietiging) in whole or in part, of this Agreement and their rights under article 6:230 of the Dutch Civil Code to
request in legal proceedings the amendment of this Agreement. 
  

	7.9	 Counterparts 



This Agreement may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a
single copy of this Agreement. 
  

	7.10	 Notices 


  

	7.10.1	 Any notice or other communication under or in connection with this Agreement shall be in writing and may be
sent by courier or by registered mail or email and shall be effective when received, and in any event no later than: 


  

	 	a.	 when sent by courier service 3 (three) days after dispatch; 



 

	 	b.	 when sent by registered mail 3 (three) days after dispatch; 



 

	 	c.	 when sent by email, on the date of transmission, if transmitted before 5.00 p.m. (local time at the place of
destination) on any Business Day and in any other case on the Business Day following the date of transmission. 


  

	7.10.2	 For the purposes hereof, the addresses of the Parties shall be as specified in Schedule 9
(Notices) or at such other address as the Party to be given notice may have notified to the other Parties from time to time in accordance with this Clause as its address for receiving notices. For avoidance of doubt, in case multiple email
addresses are provided in Schedule 9 (Notices), then the notice is effective only if sent to all listed email addresses. 


  

	7.10.3	 The provisions of this Clause shall not apply in relation to the service of documents for the purpose of
litigation. 



  
 24 









	7.11	 Assignment or encumbrance 



No Party may assign this Agreement (contractsoverneming) or assign or encumber any of its rights thereunder without the prior written
consent of the other Parties. 
  

	7.12	 Notary 



The Parties are aware of the fact that the Notary works with NautaDutilh N.V., the firm that is advising the Company in this transaction. With
reference to article 10 of the Guidelines regarding Cooperation among Civil Law Notaries and among Civil Law Notaries and Advocates (Richtlijnen met betrekking tot de samenwerking van notarissen onderling en met advocaten) determined by the
board of the Royal Dutch Notaries’ Society, the Parties herewith explicitly agree that the Company is assisted by NautaDutilh N.V. in relation to this Agreement and any agreements that may be concluded, or disputes that may arise, in connection
therewith. 
  

	7.13	 Governing Law 



This Agreement shall be governed by and construed in accordance with the laws of the Netherlands. 

 

	7.14	 Disputes 



Any dispute in connection with this Agreement or any Agreement resulting therefrom shall be submitted to the exclusive jurisdiction of the
competent court in Amsterdam. 
 This Agreement has been entered into on the date stated at the beginning of this Agreement. 

Signature pages follow 

  
 25 








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

 

			
	 COMPANY:
  

PHARVARIS B.V.

		
	By:	 	/s/ B.A.E. Modig


 
			
	Name:	 	B.A.E. Modig


 
			
	Title:	 	CEO


 
			
		
	Address:	 	 Pharvaris B.V.
 J.H. Oortweg 21

2333 CH Leiden
 The Netherlands

Attn: B.A.E. Modig



 SIGNATURE PAGE TO PHARVARIS B.V. 

SHARE SUBSCRIPTION AGREEMENT 







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

 

			
	INVESTORS:
	
	FORESITE CAPITAL FUND IV, L.P.
	
	By: Foresite Capital Management IV, LLC, its General Partner


 
			
		
	 By:
	 	 /s/ Dennis D.
Ryan



 
			
	Name:	 	 Dennis D. Ryan





			
	Title:	 	 Chief Financial Officer





			
		
	Address:	 	 Foresite Capital Fund IV, L.P.

600 Montgomery Street

Suite 4500

San Francisco, CA 94111

The United States

Attn: Michael Rome



 SIGNATURE PAGE TO PHARVARIS B.V. 

SHARE SUBSCRIPTION AGREEMENT 







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

 

			
	INVESTORS:
	
	 BAIN CAPITAL LIFE SCIENCES
FUND, L.P.

By: Bain Capital Life Sciences Partners,
 L.P., its General
Partner
 By: Bain Capital Life Sciences
 Investors, LLC, its
General partner



 
			
		
	 By:
	 	 /s/ Jeffrey
Schwartz



 
			
	Name:	 	Jeffrey Schwartz


 
			
	Title:	 	Managing Director


 
			
		
	Address:	 	 Bain Capital Life Sciences Fund, L.P.
 200
Clarendon Street Boston,
 MA 02116
 The United States

Attn: Ricky Sun



 SIGNATURE PAGE TO PHARVARIS B.V. 

SHARE SUBSCRIPTION AGREEMENT 







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

 

			
	INVESTORS:
	
	 BCIP LIFE SCIENCES ASSOCIATES, L.P.

By: Boylston Coinvestors, LLC
 Its General
Partner



 
			
		
	By:	 	 /s/ Jeffrey
Schwartz



 
			
	Name:	 	Jeffrey Schwartz


 
			
	Title:	 	Authorized Signatory


 
			
		
	Address:	 	 BCIP Life Sciences Associates, LP
 200
Clarendon Street Boston,
 MA 02116
 The United States

Attn: Ricky Sun



 SIGNATURE PAGE TO PHARVARIS B.V. 

SHARE SUBSCRIPTION AGREEMENT 







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

 

			
	INVESTORS:


 
			
	
	 VENBIO GLOBAL STRATEGIC FUND III, L.P.

By: venBio Global Strategic GP III,
 L.P., its General
Partner



 
			
	
	 By: venBio Global Strategic GP III,

Ltd, its General Partner



 
			
		
	 By:
	 	/s/ Corey Goodman


 
			
	Name:	 	Corey Goodman


 
			
	Title:	 	Director


 
			
		
	Address:	 	 venBio Global Strategic Fund III, L.P.
 1700
Owens Street Suite 595
 San Francisco, CA 94158,
 United States
of America
 Attn: Richard Gaster



 SIGNATURE PAGE TO PHARVARIS B.V. 

SHARE SUBSCRIPTION AGREEMENT 







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

 

	
	INVESTORS:
	
	 VENROCK HEALTHCARE
 CAPITAL PARTNERS
III, L.P.

	
	 By: VHCP Management III, LLC, its

General Partner

	
	 By: /s/ David L.
Stepp                            

	 Name: David L. Stepp

	 Title: Authorized Signatory

	
	 Address: Venrock Healthcare Capital

                Partners III, L.P.

                3340 Hillview
Avenue
                 Palo Alto,
CA 94304
                 Attn:
Sherman Souther



 SIGNATURE PAGE TO PHARVARIS B.V. 

SHARE SUBSCRIPTION AGREEMENT 







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

 

	
	INVESTORS:
	
	 VHCP CO-INVESTMENT

HOLDINGS III, LLC

	
	 By: VHCP Management III, LLC, its

Manager

	
	 By: /s/ David L.
Stepp                                

	 Name: David L. Stepp

	 Title: Authorized Signatory

	
	 Address: VHCP Co-Investment

                Holdings III, LLC

                3340 Hillview
Avenue
                 Palo Alto,
CA 94304
                 Attn:
Sherman Souther



 SIGNATURE PAGE TO PHARVARIS B.V. 

SHARE SUBSCRIPTION AGREEMENT 







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

 

	
	INVESTORS:
	
	LSP V COÖPERATIEVE U.A.
	
	 By: LSP V Management B.V.

	
	 By: /s/ Martijn
Kleijwegt                    

	 Name: Martijn Kleijwegt

	 Title: Director

	
	 By: /s/ René
Kuijten                            

	 Name: René Kuijten

	 Title: Director

	
	 Address: LSP V Coöperatieve U.A.

                Johannes Vermeerplein
9
                 1071 DV
Amsterdam
                 the
Netherlands
                 Attn:
Bas Vaessen



 SIGNATURE PAGE TO PHARVARIS B.V. 

SHARE SUBSCRIPTION AGREEMENT 







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

 

	
	INVESTORS:
	
	KURMA BIOFUND II
	
	 By: KURMA PARTNERS S.A.

	
	 By: /s/ Rémi
Droller                            

	 Name: Rémi Droller

	 Title: Managing Partner

	
	 Address: KURMA BIOFUND II

                24 Rue Royale,

                75008, Paris

                France

                Attn: Remi
Droller



 SIGNATURE PAGE TO PHARVARIS B.V. 

SHARE SUBSCRIPTION AGREEMENT 







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

 

	
	INVESTORS:
	
	 OBJECTIF INNOVATION
 PATRIMOINE
N°9
 IDINVEST PATRIMOINE N°6

	
	By: Idinvest Partners S.A., its General Partner
	
	 By: /s/ Benoist
Grossmann                        

	 Name: Benoist Grossmann

	 Title: Managing Partner

	
	 Address: 117 Avenue des Champs-

                Elysées

                75008, Paris

                France

                Attn: Gaston
Samele



 SIGNATURE PAGE TO PHARVARIS B.V. 

SHARE SUBSCRIPTION AGREEMENT 








	Schedule 1.	     DEFINITIONS AND INTERPRETATION 



 

	Part 1        	     Definitions 



The following capitalized terms and expressions in this Agreement have the following meanings: 

 

			
		
	“Affiliate”	  	means any subsidiary and any other person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such person
		
	“Agreement”	  	means this share subscription agreement, as defined in the introduction to this Agreement
		
	“Articles”	  	means the articles of association of the Company
		
	“Board of Directors”	  	means the one-tier board of the Company
		
	“Business Day”	  	means a day on which banks and foreign exchange markets are generally open in the United States and the Netherlands for formal business
		
	“Business”	  	has the meaning ascribed thereto in Recital A
		
	“Claim Notification”	  	has the meaning ascribed thereto in Clause 5.2.2
		
	“Clause”	  	means a clause of this Agreement
		
	“Closing Date”	  	means the date of Closing
		
	“Closing”	  	means the execution of the Deed of Issue I or the Deed of Issue II at the First Closing or Milestone Closing, respectively
		
	“Company”	  	has the meaning set out in the introduction to this Agreement
		
	“Code”	  	means the Internal Revenue Code of 1986, as amended.
		
	“D&O Insurance”	  	means director & officer insurance for the Directors in the amount per claim and per policy period as determined by the Board
		
	“Damages”	  	has the meaning ascribed thereto in article 6:96 et seq. of the Dutch Civil Code (vermogensschade), excluding indirect, consequential damages, punitive and multipliers other than any diminution in the value of the Series B
Shares to the extent proximately caused by, and attributable to, Warranty Breaches.









			
		
	Data Room	  	the online data site run by Merrill Datasite of which the index is attached hereto as Schedule 88 (Data Room Index)
		
	“Deed of Issue I”	  	means the notarial deed to be executed by the Notary at the First Closing Date, pursuant to which the Subscribers will acquire the First Tranche Shares as provided for in this Agreement, attached hereto as Schedule 3(a)
(Deed of Issue I)
		
	“Deed of Issue II”	  	means the notarial deed to be executed by the Notary at the Milestone Closing Date, pursuant to which the Subscribers will acquire the Milestone Tranche Shares as provided for in this Agreement, attached hereto as Schedule
3(b) (Deed of Issue II)
		
	“Default Date”	  	has the meaning ascribed thereto in Clause 4.4.3
	“Defaulting Investor”	  	has the meaning ascribed thereto in Clause 4.4.1
		
	“Directors”	  	means the Executive and Non-Executive Directors of the Company
		
	“Disclosure Letter”	  	means the disclosure letter attached hereto as Schedule 12
		
	“Dutch Civil Code”	  	means the Dutch civil code (Burgerlijk Wetboek)
		
	“EUR” or “Euro”	  	means the basic unit of currency among participating European Union countries
		
	“EUR Notary Account”	  	shall mean the bank account in the name of Kwaliteitsrekening Notarissen Amsterdam NautaDutilh N.V. with ABN AMRO Bank N.V., IBAN NL60ABNA0452477999, BIC code ABNANL2A
		
	“Exchange Rate”	  	means, in relation to any currency to be converted into or from U.S. Dollars for the purposes of this Agreement, the exchange rate for that currency into or, as the case may be, from U.S. Dollars, as published in the London edition
of the Financial Times 3 (three) Business Days immediately prior to the relevant date of Completion or the relevant rate quoted on the appropriate page of the Reuters screen as at the close of business in Amsterdam, the Netherlands, 3 (three)
Business Days immediately prior to the relevant date of Completion









			
		
	“Executive Director”	  	has the meaning ascribed thereto in the Shareholders’ Agreement
		
	“First Closing Date”	  	means no later than 1:00 p.m. Central European Time on 30 July 2019 or such later date as may be agreed between the Parties in writing pursuant to Clause 7.3
		
	“First Closing”	  	has the meaning ascribed thereto in Clause 2.1.3
		
	“First Tranche Conditions”	  	has the meaning ascribed thereto in Clause 3.1
		
	“First Tranche Shares”	  	has the meaning ascribed thereto in Clause 2.1.3
		
	“Fundamental Warranties”	  	all of the representations and warranties in Clause 5.1.1, and sections 1 and 2 of Schedule 7 (Representations and Warranties)
		
	“Intellectual Property Rights”	  	means all patents, patent applications, registered and unregistered trademarks, trademark applications, registered and unregistered service marks, service mark applications, tradenames, copyrights, trade secrets, domain names,
information and proprietary rights and processes, similar or other intellectual property rights, subject matter of any of the foregoing, tangible embodiments of any of the foregoing, licenses in, to and under any of the foregoing, and any and all
such cases that are owned or used by the Company in the conduct of the Company’s Business as now conducted and as presently proposed to be conducted
		
	“Investor Subscription Price Per Share”	  	means USD 8.32 per Series B-1 Preferred Share and USD 8.82 per Series B-2 Preferred Share
		
	“Investor”	  	has the meaning set out in the introduction of this Agreement
		
	“Material Adverse Change”	  	means any fact, matter, event, circumstance, condition or change which has a materially adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property or results of operations of the
Company.
		
	“Milestone Closing Date”	  	has the meaning ascribed thereto in Clause 4.3.1
		
	“Milestone Closing”	  	has the meaning ascribed thereto in Clause 2.1.4
		
	“Milestone Closing Notice”	  	has the meaning ascribed thereto in Clause 4.1.1
		
	“Milestone Tranche Conditions”	  	has the meaning ascribed thereto in Clause 4.1.1









			
		
	“Milestone Tranche Covenants”	  	has the meaning ascribed thereto in Clause 4.3.2
		
	“Milestone Tranche Shares”	  	has the meaning ascribed thereto in Clause 2.1.4
		
	“Non-Executive Director”	  	has the meaning ascribed thereto in the Shareholders’ Agreement
		
	“Notary”	  	means any civil law notary working at NautaDutilh N.V. or any of their deputies
		
	“Operating Budget”	  	means the business plan of the Company as presented to the Board from time to time and the Operating Budget set forth in Schedule 5 (Operating Budget).
		
	“Ordinary Shares”	  	means ordinary shares in the share capital of the Company
		
	“Parties”	  	has the meaning set out in the introduction to this Agreement
		
	“Party”	  	has the meaning set out in the introduction to this Agreement
		
	“Persons”	  	means any individual, firm, company, corporation, limited liability company, trust, unincorporated organisation, entity or division, government, governmental authority, tax authority, state or agency of a state or any joint venture,
association or partnership (whether or not having separate legal personality)
		
	“Prior Agreement”	  	has the meaning as ascribed thereto in the Shareholders Agreement.
		
	“Related Person”	  	means in relation to any Person, a Person who or which is a Director or shareholder of that Person, or (if applicable) his or her spouse, registered partner or relatives in blood or by marriage in the direct line and in the
collateral line in the first degree
		
	“Representations and Warranties”	  	means the representations and warranties as set out in Schedule 7 (Representations and Warranties)
		
	“Schedule”	  	means any schedule to this Agreement
		
	“Second Tranche Milestone”	  	means the successful completion of a Phase 1, single-dose escalation and BK challenge clinical trial in healthy volunteers, including the identification of (i) a safe and tolerable dose of PHA121 ready for further trials with
repeated oral administration and (ii) a dose of PHA121 commensurate with maximal BID frequency of dosing to cover 24 hours of bradykinin B2 receptor inhibition (which will support advancement to on-demand
and prophylactic trials in hereditary angioedema patients with doses that are administered no more frequently than BID)









			
		
	“Securities Act”	  	means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
		
	“Series B Investor Majority “	  	means the majority of the issued and outstanding Series B Shares held by the Subscribers and their permitted transferees (excluding Venrock and its permitted transferees)
		
	“Series B Investors”	  	has the meaning set out in the introduction to this Agreement
		
	“Series B Shares”	  	has the meaning ascribed thereto in Recital E
		
	“Series B-1 Preferred Shares”	  	has the meaning ascribed thereto in Recital E
		
	“Series B-2 Preferred Shares”	  	has the meaning ascribed thereto in Recital E
		
	“Shareholders Agreement”	  	has the meaning ascribed thereto in Recital H
		
	“Shareholders Resolution”	  	has the meaning ascribed thereto in Clause 3.4.2
		
	“Shares”	  	means the issued shares in the capital of the Company
		
	“Subscribers”	  	has the meaning ascribed thereto in the introduction to this Agreement
		
	“Subscriber Shares”	  	means the Series B Shares subscribed for and issued pursuant to this Agreement
		
	“Subscription Price”	  	has the meaning ascribed thereto in Clause 2.1.1
		
	“Tax Authority”	  	means a governmental authority competent to impose any liability in respect of Tax or responsible for the administration and/or collection of Tax
		
	“Tax” or “Taxation”	  	means any form of taxation of any country or jurisdiction, whether arising by way of a primary liability or by way of a secondary liability, whether direct or indirect, and any levy, duty, charge, contribution (including but not
limited to any social security contribution or employee social security scheme), withholding or impost, and any liability for repayment of unlawful state aid in relation to Tax imposed, assessed and/or collected (including all interest and penalties
relating thereto)









			
		
	“Term Sheet”	  	has the meaning ascribed thereto in Recital E
		
	“USD”	  	means United States dollars
		
	“USD Notary Account”	  	means the bank account in the name of Kwaliteitsrekening Notarissen Amsterdam NautaDutilh N.V., with ABN AMRO Bank N.V., IBAN: NL56ABNA0415769779, BIC code ABNANL2A
		
	“Warranty Breach”	  	has the meaning ascribed thereto in Clause 5.2.1









	Part 2	 Provisions 



For the purpose of this Agreement: 
  

	 	a.	 Gender and number Words denoting the singular shall include the plural and vice versa, unless
specifically defined otherwise. Words denoting one gender shall include another gender. 


  

	 	b.	 Reference to include The words “include”, “included” or “including”
are used to indicate that the matters listed are not a complete enumeration of all matters covered and will be construed as meaning “including without limitation” except to the extent specifically provided otherwise in this Agreement.



  

	 	c.	 Headings The headings are for convenience or reference only and are not to affect the construction of
this Agreement or to be taken into consideration in the interpretation of this Agreement. 


  

	 	d.	 Clauses, Recitals, Schedules, etc. Unless otherwise stated, Clause, Recital, Schedule or Annex means a
clause (including all subclauses), a recital in or to this Agreement or a Schedule or an Annex respectively. 


  

	 	e.	 Awareness The expression “so far as the Company is aware”, “to the best knowledge of the
Company” or any similar expression shall be deemed to refer to the knowledge of the Company’s officers after due enquiry on the applicable Closing Date. 



 

	 	f.	 Days Unless the context clearly indicates a contrary intention, when any number of days is prescribed in
this Agreement, it must be calculated exclusively of the first and inclusively of the last day unless the last day falls on a day other than a Business Day, in which case the last day will be the next succeeding day which is a Business Day.



  

	 	g.	 Drafting party No provision of this Agreement shall be interpreted adversely against a Party
solely because that Party was responsible for drafting that particular provision. It is acknowledged that representatives of each Party have participated in the drafting and negotiation of this Agreement. 



 

	 	h.	 Language If there is a discrepancy between an English language word and a Dutch language word used to
clarify it and then to the extent of the conflict only, the meaning of the Dutch language word shall prevail. 


  

	 	i.	 Dutch concepts References to any Dutch legal concept in any jurisdiction other than the Netherlands
shall be deemed to include the concept which in that jurisdiction most closely approximates the Dutch legal concept. 










	 	j.	 Documents A reference to any document referred to in this Agreement is a reference to that document as
amended, varied or supplemented (other than in breach or the provisions of this Agreement) from time to time. 


  

	 	k.	 Subsidiary A company is a subsidiary of another company, its holding company, if that other company:



  

	 	i.	 holds a majority of the voting rights in it; 



 

	 	ii.	 has the right, either alone or pursuant to an agreement with other shareholders or members, to appoint or
remove a majority of its management board or its supervisory board (if any); 


  

	 	iii.	 is a shareholder or member of it and controls alone or together with other Persons, pursuant to an agreement
with other shareholders or members, a majority of the voting rights in it; or 


  

	 	iv.	 is a subsidiary of a company which is itself a subsidiary of that other company. 



 

	 	l.	 Ordinary course of business An action taken by a Person will be deemed to have been taken in the
“ordinary course of business” only if: such action is consistent with the past practices of such Person and is taken in the ordinary course of the normal
day-to-day operations of such Person; and such action is similar in nature and magnitude to actions customarily taken, without any authorisation by the supervisory board
or other governing board or body exercising similar authority (where applicable) of such Person. 


  

	 	m.	 Arm’s length Where any provision is qualified or phrased by reference to an “arm’s
length” basis or principle, such qualification or reference shall mean the conditions which would be obtained between comparable, independent Persons in comparable transactions (taking into account the assets used, the responsibilities and
risks assumed and the division of benefits between the parties) and comparable circumstances (taking into account the times and places of performance and the parties’ business strategies), thereby providing the closest approximation of the
workings of the open market. 










	Schedule 2.	     CAPITALIZATION OF THE COMPANY 



 








	Schedule 3.	     DEED OF ISSUE I 



 








	Schedule	 3(b).    DEED OF ISSUE II 










			
	Schedule 4.	  	    SHAREHOLDERS AGREEMENT









			
	Schedule 5.	  	    OPERATING BUDGET









			
	Schedule 6.	  	    ARTICLES OF ASSOCIATION









			
	Schedule 7.	  	     REPRESENTATIONS AND WARRANTIES

  

	1.	 Organisation 



(a) The Company is a private limited liability company (besloten vennootschap met beperkte aansprakeliikheid) duly incorporated and
validly existing under the laws of the Netherlands and has as such the corporate power to own assets and enter into obligations in its own name and to transact any business within the objects clause as set forth in article 3 of the Articles. 

(b) The Disclosure Letter set forth in Schedule 12 (Disclosure Letter) contains a complete and correct copy of the
shareholders’ register of the Company, which correctly sets forth the ownership of all outstanding shares of the Company, existing prior to the issuance of Subscription Shares contemplated by the Agreement. 

(c) No action, request or proposal has been taken or made and no resolution, decision, order or petition to dissolve, liquidate, merge
(fuseren), demerge (splitsen) or other reorganization of the Company has been issued, adopted or applied for by the Company, the Existing Shareholders or, to the knowledge of the Company, by a third party. No petition for the
bankruptcy (faillissement) or suspension of payments (surséance van betaling) or similar procedure in any other jurisdiction has been filed by or announced in writing to the Company, no receiver (curator of bewindvoerder)
has been appointed for the Company, or any of its assets and no attachment (beslag) has been made of any of the assets of the Company. The Company has not been a party to any merger (fusie) or demerger (splitsing) procedure.

 (d) The Company is duly registered with the Commercial Register and the information contained in the extract regarding the Company
included in the Disclosure Letter is complete and correct. 
  

	2.	 Capitalization 



(a) The issued share capital of the Company (the “Issued Shares”) is correctly reflected in Section 3.3 to the
Disclosure Letter. 
 (b) No depositary receipts with meeting rights have been issued for any of the Issued Shares. The Issued Shares
are legally and beneficially owned by the persons set forth in the shareholders register of the Company, free from any liens, charges, pledges, rights of usufruct (vruchtgebruik), attachments (beslagen), other limited rights
(beperkte rechten), encumbrances, or defects in title. 
 (c) All of the Issued Shares are validly issued by the Company and
fully paid-up. 
 (d) Other than the persons set forth in the shareholders register of the
Company (the “Existing Shareholders”), no persons exist that have right to receive dividends or distributions of any kind from the Company. No one, with the exception of the Existing Shareholders, has any right to distribution
arising out of the profit, reserves and/or liquidation balance of the Company. 
 (e) Except for equity awards as set forth in
Section 3.4 to the Disclosure Letter and save as contemplated by the Agreement and by the Shareholders Agreement, there are no outstanding subscriptions, options, calls, contracts, commitments, understandings, restrictions, arrangements, rights
or warrants, including any right of conversion or exchange under any outstanding security, instrument or other agreement obligating the Company to issue, deliver or sell, or cause to be issued, delivered or








 
sold, or otherwise to become outstanding, additional shares of the capital stock of the Company or obligating it to grant, extend or enter into any such agreement or commitment, and there are no
resolutions of the general meeting of the Company providing for the issuance of shares in its capital or the grant of options or other rights to acquire shares in its capital that have not been implemented, other than the Shareholders Resolution.

 (f) There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any shares of the
Company, except for those contemplated by the Shareholders Agreement. 
 (g) Since its incorporation no dividend(s) and/or interim
dividend(s) or any other kinds of distribution has been declared or paid by the Company. 
 (h) The issuance of the Subscription
Shares in accordance with the Agreement does not constitute an infringement of the Articles of the Company and any other constitutional document of the Company. 

(i) Other than this Agreement and the Shareholders Agreement, there are no agreements, arrangements or obligations (including but not
limited to any arrangements with respect to the voting rights attached to the existing shares in the capital of the Company) which affect or impair or which may affect or impair any rights attached to the existing shares in the Company. 

 

	3.	 Authorisation; Non-Contravention; Approvals; Effects of
execution 


 (a) The execution of the Agreement by the Company does not violate, conflict with any provision of,
or constitute a default under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance
upon any of the properties or assets of the Company under any of the terms, conditions or provisions of (i) the Articles or (ii) any present statute, law, governmental regulation or other binding regulation in the Netherlands or in another
jurisdiction to which the Company is subject. 
 (b) Except for filings with and registrations in the commercial register and except
for notices to the tax authorities, no declaration, filing or registration with, or notice to, or authorisation, consent or approval of, any court, governmental or regulatory body or authority or any other person is necessary in connection with
(i) the execution of any document in relation to the Agreement by the Company or (ii) the consummation by the Company of any of the transactions contemplated thereby. 

(c) The Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company (as the case may be)
in accordance with the terms thereof. 
 (d) The execution of the Agreement and the performance of the transactions and obligations
contemplated thereby do not constitute a default under and will not result in a breach of any contract, encumbrance, order, judgment or any provision of the Articles of the Company. 

(e) All approvals required for the execution of the Agreement by the Company and the Existing Shareholders and the performance of the
obligations hereunder by the Company have been obtained by the Company and the Existing Shareholders and are irrevocable and unconditional. 







 (f) The person(s) executing the Agreement on behalf of the Company have the necessary
authority to do so. 
  

	4.	 Subsidiaries 



The Company has no (direct or indirect) ownership interests in any company, partnership, joint venture, trust or other entity. 

 

	5.	 Directors/proxy holders 



With the exception of the persons registered at the Commercial Register and as disclosed in Section 3.5 to the Disclosure Letter, there
are no persons who have been appointed as director or proxy holder of the Company. 
  

	6.	 Books; Reports 



All books, records, minutes and written resolutions of the general meetings and management board meetings of the Company (i) are in the
possession of the Company, (ii) have in all material respects been properly and accurately kept and completed to the date hereof in accordance with all applicable laws or binding regulations, (iii) give and reflect a true and fair view of
all matters discussed therein. All filings and publications required under applicable laws or binding regulations of any jurisdictions in which the Company carries on business have been properly and timely made, other than as disclosed in the
Disclosure Letter. 
  

	7.	 Litigation 



(a) There are no claims, suits, actions or proceedings pending (the word “pending” when here and hereafter used in the
context of claims shall have the meaning: brought before a court or other competent authority or body), or announced to the Company in writing or, to the best knowledge of the Company, threatened to be filed against, the Company, before any court,
governmental department, commission, agency, instrumentality or authority, or any arbitrator. 
 (b) The Company is not subject to
any judgement, decree, injunction, rule or order of any court, governmental department, commission, agency, authority, or any arbitrator, which prohibits or restricts or, to the best knowledge of the Company, threatens to prohibit or restrict, the
consummation of the transactions contemplated hereby. 
  

	8.	 Compliance with Laws 



(a) The Company has in all material respects complied with, and is currently complying with, all laws, regulations and orders applicable
to it or its business. The conduct of the Company’s business does not violate any provisions of any applicable laws, orders, regulations or requirements of any governmental agency having jurisdiction thereof. 

(b) With regard to the Company, no investigation or review by any governmental or regulatory body or authority is pending or announced,
or, to the best knowledge of the Company, threatened, nor has any governmental or regulatory body or authority indicated to the Company an intention to conduct the same. 







 (c) The transactions contemplated by the Agreement do not require any notification to any
governmental authority, except for customary (and non-material) filings with and registrations in the commercial register and except for customary (and non-material)
notices to the tax authorities. 
  

	9.	 Financial Statements / Finance 



(a) The net cash analysis of the Company as of and for the six months ended 30 June 2019 (the “Interim Reports”)
give a true and fair view of net cash available as of 30 June 2019. 
 (b) Since 30 June 2019, there has not been any
circumstance nor a change or event of whatever nature that has or is likely to have a material adverse effect on the Company or which will or is likely to result in any material adverse consequence or damage for the Company. 

(c) Since the date of the Interim Reports, the Company has not entered into any transaction outside the ordinary course of business.

 (d) The Company and the Existing Shareholders represent and warrant that no finders or similar fees shall be payable by the
Company in connection with the transactions contemplated by the Agreement except as disclosed in Section 3.9 to the Disclosure Letter. 
  

	10.	 Title To and Condition Of Assets 



(a) The Company has all requisite power, capacity and authority to own and operate its assets and properties and to carry on its
business and activities as heretofore conducted. 
 (b) The Company has good title to, or a valid leasehold interest in, the assets
and properties used by it and that are material to its business (whether or not located on its premises), as reflected in the Interim Reports or acquired after the date thereof, except for properties and assets that have been disposed of or
otherwise terminated in the ordinary course of business, free and clear of all mortgages, liens, pledges, charges or encumbrances of any nature, except for the bank account of the Company maintained by ABN AMRO, to which the standard/ordinary bank
conditions apply. 
 (c) All leases under which the Company leases real or personal property are listed in Section 3.10 to the
Disclosure Letter and are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event which, with notice or lapse of time or both, would become a material default.

 (d) There are no assets used in the business of the Company that it does not own, lease or have an enforceable right to use. 

(e) The Company does not own any real property. 

(f) No circumstance has arisen in relation to any asset held by the Company under a lease or similar agreement whereby the rental
payable has been increased, except for normal increases and increases pursuant to inflation. 
 (g) There are no existing agreements
with, options or rights of or commitments to any person to acquire any of the assets of the Company or any interest therein, other than in the ordinary course of business or as disclosed in the Disclosure Letter. 








	11.	 Inventory 



The Company does not keep any inventories. 
  

	12.	 Borrowings 



The Company has not entered into any loans, overdraft or other financial facilities. The Company has not granted any security rights in favour
of any company, any bank or any other person, other than those relating to the bank account of the Company maintained by ABN AMRO, to which the standard/ordinary bank conditions apply. 

 

	13.	 Intellectual Property Rights 



(a) The Company does not own any patents, patent applications, tradenames, registered copyrights or marks except those which are set
forth in Section 3.13 to the Disclosure Letter. 
 (b) Each employee and former employee and consultant and former consultant
has assigned to the Company all Intellectual Property Rights he or she owns that are related to the Company’s business as now conducted and as presently proposed to be conducted and all Intellectual Property Rights that he, she or it solely or
jointly conceived, reduced to practice, developed or made during the period of his, her or its employment or consulting relationship with the Company that (a) relate, at the time of conception, reduction to practice, development, or making of
such Intellectual Property Right, to the Company’s business as then conducted or as then proposed to be conducted, (b) were developed on any amount of the Company’s time or with the use of any of the Company’s equipment,
supplies, facilities or information or (c) resulted from the performance of services for the Company. 
 (c) There are no
outstanding options, licenses or agreements of any kind relating to the Intellectual Property Rights granted by the Company or entered into by the Company, to which the Company is bound other than set forth in Section 3.14 to the Disclosure
Letter. 
 (d) Since its incorporation, the Company has not received any communications in writing alleging that it has violated or
infringed or, by conducting its business, would violate or infringe any of the patents or other Intellectual Property Rights (including trade secrets and licenses) of any other person, and the Company does not know of such violations or
infringements by the Company communicated to it otherwise. 
 (e) The Company will be fully authorized to make use of and/or exploit
the relevant licensed Intellectual Property Rights. 
 (f) To the Company’s knowledge, the Company owns or possesses or believes
it can acquire on commercially reasonable terms sufficient legal rights to all Intellectual Property Rights without any conflict with, or infringement of, the rights of others, including prior employees or consultants, with which any of them may be
affiliated now or may have been affiliated in the past. To the Company’s knowledge, no product proposed to be marketed or sold by the Company violates or will violate any license or infringes or will infringe any intellectual property rights of
any other party. 
 (g) For purposes of this Section 13, the Company shall be deemed to have knowledge of a patent right if the
Company has actual knowledge of the patent right or would be found to be on notice of such patent right as determined by reference to United States patent laws. 








	14.	 Contracts, Obligations and Commitments 



(a) Except as set forth in Section 3.15 to the Disclosure Letter, there are no agreements, understandings, instruments, contracts
or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $200,000, (ii) the license of any patent, copyright,
trademark, trade secret or other proprietary right to or from the Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to
develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rights. 

(b) The Company is in possession of all contracts, agreements, options, leases, commitments and instruments entered into by it that are
material to its business (“Contracts”) which are set forth in Section 3.16 to the Disclosure Letter. 
 (c) The
Contracts have not been pledged or assigned in any respect, are legally valid, binding and enforceable in accordance with their respective terms and are in full force and effect, and there are no defaults under the Contracts. The Company has not
received written notice of any default, off-set, counterclaim or defence under any Contract. To the best of the Company’s knowledge there is no condition or event that has occurred which with the passage
of time or the giving of notice or both would constitute a default or breach by the Company of the terms of any Contract. There does not exist, any security interest, mortgage, pledge, restriction, charge, lien, encumbrance or claim of others on any
interest of the Company created under any Contract, except for customary security granted in the ordinary course of business. None of the Contracts is subject to termination from and after the Completion Date and prior to the expiration of its
stated term by any party to such Contract, except as stated in each such Contract. 
 (d) There have been no transactions, agreements
or understandings by the Company with any officer, employee, director, shareholder or any affiliate to any such party (“Related Parties”) other than disclosed in Section 3.18 to the Disclosure Letter and no Related Party has
any cause of action or other claim whatsoever or owes any material amount to, or is owed any material amount by, the Company other than disclosed in the Disclosure Letter. 

(e) The Company is not a party to any agency, distribution, marketing or purchasing agreement or arrangement or any (other) restrictive
trading arrangement pursuant to which any part of its business is carried on or which in any way restricts its freedom to carry on (part of) its business in any part of the world, other than disclosed in the Disclosure Letter. 

 

	15.	 Permits 



(a) All necessary licenses, consents, approvals, permissions, permits and authorisations (public and private) (collectively,
“Permits”) have been obtained by the Company to enable it to lawfully carry on its business effectively in the places and in the manner in which such business is now carried on and all such Permits are valid and in full force and
effect and the Company knows of no reason, and is not aware of any facts or circumstances which (with or without the giving of notice or lapse of time) would be likely to give rise to any reason, why any of such Permits would be suspended,
cancelled, revoked or not renewed. 
 (b) To the best knowledge of the Company, the Company does not need any Permits, other than the
Permits that it already obtained, to carry out the Operating Budget. 







 (c) None of the Permits may be terminated or otherwise affected upon as a result of the
issuance of Shares to the Investors in accordance with the Agreement. 
 (d) The Company does not breach, infringe or violate any
Permit. The Company has not received a notice from any governmental authority or other person that it is breaching, infringing or violating any Permit. 

(e) The transactions contemplated by the Agreement do not require any notification in respect of any Permit. 

 

	16.	 Competition 



The Company has not committed or omitted to do any act or thing which could give rise to any financial penalty by any competition authority nor
is the Company party to any agreement, practice or arrangement which in whole or in part is invalid under any other anti-trust, anti-monopoly or anti-cartel legislation or regulations, including but not limited to the Dutch Competition Act
(“Mededingingswet”). 
  

	17.	 Insurance 



The Company does not have insurance policies except its current directors and officers insurance. 

 

	18.	 Guarantees 



The Company is neither a guarantor nor otherwise liable for any liability or obligation (including indebtedness) of any other person or legal
entity. 
  

	19.	 Employees 



The Company does not have any employees. 
  

	20.	 Taxation 



(a) The Company has filed and paid all taxation returns and payments that should have been filed and paid. 

(b) No final reminders for the filing of returns have been received with respect to tax periods for which no final assessment has been
received on or before the Completion Date. 
 (c) The Company has not concluded any agreement, ruling or compromise with any
competent taxation authority. 
 (d) No disputes exist with the taxation authorities regarding the taxation position of the Company,
or any of its properties assets or income or regarding the taxation returns filed by it. 
 (e) No audits or investigations by the
taxation authorities are presently being made regarding the taxation position of the Company or any of its properties, assets or income regarding the taxation returns filed by it. 







 (f) No requests for exchange of information are pending regarding taxation relating to the
Company or its business relations. 
 (g) No objection procedure (bezwaarschriftprocedure) or court proceedings are presently
pending with the taxation authorities or the competent court or courts. 
 (h) The Company has always duly and timely paid taxation
except as disclosed in Section 3.21 to the Disclosure Letter. 
 (i) Neither the Company, nor one or more of its managing
directors (bestuurders) in their capacity as director, has ever been the subject of a criminal investigation relating to or involving taxation. 

(j) Neither the Company, nor one or more of its managing directors (bestuurders) in their capacity as director, has ever been
found guilty of fraud relating to or involving taxation. 
 (k) No collection procedures have been initiated against the Company or
any of its properties, assets or income for account of any taxation. The Company has never received any reminders (“aanmaningen”) or warrants (“dwangbevelen”) relating to the payment of taxation except as disclosed in
Section 3.22 to the Disclosure Letter. 
 (l) The Company has never acted as liquidator (vereffenaar) of any entity in
the sense of the Netherlands General Tax Act (lichaam in de zin van de Algemene Wet inzake rijksbelastingen). 
 (m) Based on
the Company’s current projected income, assets and activities, the Company does not expect to be classified as a “passive foreign investment company” within the meaning of Section 1297 of the Code for its current taxable year
during which the Closing occurs. 
 (n) The Company is and has always been deemed exclusively tax resident of the Netherlands and is
not and has not been subject to Tax in any jurisdiction other than its place of incorporation by virtue of having a permanent establishment, a permanent representative, other place of business or any other taxable presence in that jurisdiction. 

(o) All submissions to any Governmental Authority in connection with any request or application for granting cost reductions and
reimbursements in respect of the research and development activities of the Company relating to the oral bradykinin B2 receptor including, without limitation, for the application of the Dutch R&D wage tax scheme (Regeling
S&O-afdrachtvermindering) for each relevant period were true and accurate in all material respects as of the date of submission and the Company obtained an R&D declaration (S&O verklaring) from the relevant Governmental
Authority for each relevant period and has complied with all terms and conditions of its R&D declarations and the R&D wage tax scheme. There are no facts that would reasonably be expected to result in any suspension, revocation or
cancellation of the relevant R&D declarations obtained by the Company. 
  

	21.	 Environmental Warranties 



(a) In all material respects, all current and previous activities of the Company have been conducted in compliance with all
environmental laws, currently and previously applicable. 
 (b) The Company has not received in writing any claim, notice, action or
communication from any governmental or regulatory authority, nor is such claim pending or is such notice, action or communication, to the best knowledge of the Company, being prepared, claiming any violation of any of the relevant environmental
laws. 








	22.	 Disclosure 



(a) The Company has made available to the Subscribers all the information reasonably available to the Company and that the Company
reasonably believes to be important for the Subscribers for deciding whether to acquire the Subscriber Shares. No representation or warranty of the Company contained in this Agreement, as qualified by the information fairly disclosed in the
Disclosure Letter, and no certificate furnished or to be furnished to Subscribers at the First Closing or the Milestone Closing contains any untrue statement of a material fact or, to the Company’s knowledge, omits to state a material fact
necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. It is understood that this representation is qualified by the fact that the Company has not delivered to
the Subscribers, and has not been requested to deliver, a private placement or similar memorandum or any written disclosure of the types of information customarily furnished to purchasers of securities. 

 

	Schedule 8.	     DATA ROOM INDEX 










			
	Schedule 9.	  	    NOTICES

 Pharvaris B.V. 

Attn: B. Modig 
 J.H. Oortweg 21

 2333 CH Leiden 
 The
Netherlands 
 Email: berndt.modig@pharvaris.com 

With copies, which shall not constitute notice, to: 

Cooley LLP 
 3175 Hanover Street

 Palo Alto, CA 94304 

Attention: Frank F. Rahmani 

Email: RAHMANIFF@cooley.com 

NautaDutilh N.V. 

Beethovenstraat 400 (1082 PR) 

Amsterdam, the Netherlands 

Attention: Ruud Smits 
 Email:
Ruud.Smits@nautadutilh.com 
 Foresite Capital Fund IV, L.P. 

Attn.: 
 600 Montgomery Street,
Suite 4500 
 San Francisco, CA 94111 

Email: 
 Bain Capital Life
Sciences, Fund, L.P. 
 Attn.: 

200 Clarendon Street Boston, MA 02116 

Cayman Island 
 Email: 

BCIP Life Sciences Associates, LP 

Attn.: 
 200 Clarendon Street
Boston, MA 02116 
 Delaware 

Email: 







 venBio Global Strategic Fund III, L.P. 

with copies, which shall not constitute notice, to: 

Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP 

Brian L. Willbur 
 550 Allerton
Street 
 Redwood City, CA 94063 

Attention: Brian L. Willbur 

Email: bwillbur@gunder.com 

De Brauw Blackstone Westbroek N.V. 

Claude Debussylaan 80 
 1070 AB
Amsterdam 
 The Netherlands 

Attention: Reinier Kleipool 

Email: Reinier.Kleipool@DeBrauw.com 

LSP V Coöperatieve U.A 

Attn.: B. Vaessen 
 Johannes
Vermeerplein 9 
 1071 DV Amsterdam 

the Netherlands 
 Email:
bvaessen@lspvc.com 
 KURMA BIOFUND II 

Attn.: Remi Droller 
 247 Rue
Royale, 
 75008, Paris 
 France

 Email: remi.droller@kurmapartners.com 

Objectif Innovation Patrimoine n°9 

Idinvest Patrimoine n°6 

Attn.: Remi Droller 
 117 Avenue
des Champs Elysées 
 75008, Paris 

France 
 Email:
remi.droller@kurmapartners.com 







 Venrock Healthcare Capital Partners III, L.P. 

VHCP Co-Investment Holdings III, LLC 

Attn : Sherman Souther 
 3340
Hillview Avenue 
 Palo Alto, CA 94304 








			
	Schedule 10.	  	    OPINION OF DUTCH COUNSEL









			
	Schedule 11.	  	    NOTARY LETTER









			
	Schedule 12.	  	    DISCLOSURE LETTER