EX-4.2





 Exhibit 4.2 

Execution Version 

AMENDED AND RESTATED INVESTORS’ RIGHTS 

AGREEMENT 
  












 CONTENTS 
  

					
	 	  	Page	 
	 1.   Definitions
	  	 	1	 
		
	 2.   Registration Rights
	  	 	4	 
		
	 2.1  Demand Registration
	  	 	4	 
	 2.2  Company Registration
	  	 	6	 
	 2.3  Underwriting Requirements
	  	 	6	 
	 2.4  Obligations of the Company
	  	 	8	 
	 2.5  Furnish Information
	  	 	9	 
	 2.6  Expenses of Registration
	  	 	9	 
	 2.7  Delay of Registration
	  	 	10	 
	 2.8  Indemnification
	  	 	10	 
	 2.9  Reports Under Exchange Act
	  	 	12	 
	 2.10  Limitations on Subsequent Registration Rights
	  	 	12	 
	 2.11  “Market Stand-off” Agreement
	  	 	13	 
	 2.12  Restrictions on Transfer
	  	 	13	 
	 2.13  Termination of Registration Rights
	  	 	15	 
		
	 3.   Information and Observer Rights
	  	    	15   	   
		
	 3.1  Delivery of Financial Statements
	  	 	15	 
	 3.2  Inspection
	  	 	17	 
	 3.3  Termination of Information
	  	 	17	 
	 3.4  Confidentiality
	  	 	17	 
		
	 4.   Rights to Future Stock Issuances
	  	    	18   	   
		
	 4.1  Right of First Offer
	  	 	18	 
	 4.2  Termination
	  	 	19	 
		
	 5.   Additional Covenants
	  	    	19   	   
		
	 5.1  Insurance
	  	 	19	 
	 5.2  Employee Agreements
	  	 	20	 
	 5.3  Employee Stock
	  	 	20	 
	 5.4  Qualified Small Business Stock
	  	 	20	 
	 5.5  Board Matters
	  	 	21	 
	 5.6  Matters Requiring Preferred Director Approval
	  	 	21	 
	 5.7  Successor Indemnification
	  	 	22	 
	 5.8  Expenses of Counsel
	  	 	22	 
	 5.9  Indemnification Matters
	  	 	22	 
	 5.10  Right to Conduct Activities
	  	 	23	 
	 5.11  Termination of Covenants
	  	 	23	 


  
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	 6.   Miscellaneous
	  	 	24	 
		
	 6.1  Successors and Assigns
	  	 	24	 
	 6.2  Governing Law
	  	 	24	 
	 6.3  Counterparts
	  	 	24	 
	 6.4  Titles and Subtitles
	  	 	24	 
	 6.5  Notices
	  	 	24	 
	 6.6  Amendments and Waivers
	  	 	25	 
	 6.7  Severability
	  	 	26	 
	 6.8  Aggregation of Stock
	  	 	26	 
	 6.9  Additional Investors
	  	 	26	 
	 6.10  Entire Agreement
	  	 	26	 
	 6.11  Dispute Resolution
	  	 	27	 
	 6.12  Delays or Omissions
	  	 	27	 

  

					
	Schedule A	 	-	  	Schedule of Investors


  
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 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 5th day of March, 2021, by and among Tyra Biosciences, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of
which is referred to in this Agreement as an “Investor” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof. 

RECITALS 

WHEREAS, certain of the Investors (the “Existing Investors”) hold shares of Series A Preferred Stock and/or shares of
Common Stock issued upon conversion thereof and possess registration rights, information rights, rights of first offer, and other rights pursuant to that certain Investors’ Rights Agreement dated as of January 6, 2020, by and among the
Company and such Existing Investors (the “Prior Agreement”); and 
 WHEREAS, certain of the Investors are parties to
that certain Series B Preferred Stock Purchase Agreement of even date herewith by and among the Company and such Investors (the “Purchase Agreement”), under which certain of the Company’s and such Investors’ obligations
are conditioned upon the execution and delivery of this Agreement by such Investors, Existing Investors holding at least sixty percent (60%) of the Registrable Securities, and the Company; 

NOW, THEREFORE, the Existing Investors hereby agree that the Prior Agreement is hereby amended and restated in its entirety by this
Agreement, and the parties to this Agreement further agree as follows: 
 1. Definitions1. For purposes of this Agreement: 

1.1 “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is
controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund, registered investment company or other
investment fund now or hereafter existing that is controlled by one or more general partners, managing members or investment adviser of, or shares the same management company or investment adviser with, such Person; provided, however, that
(i) each Janus Investor shall be deemed to be an “Affiliate” of each other Janus Investor, and (ii) an entity that is an “Affiliate” of a Janus Investor shall not be deemed to be an
“Affiliate” of any other Janus Investor unless such entity is a Janus Investor (and, for the avoidance of doubt, an “Affiliate” of such entity shall not be deemed an “Affiliate” of any Janus
Investor solely by virtue of being an “Affiliate” of such entity). 
 1.2 “Board of Directors” means the
board of directors of the Company. 
 1.3 “Certificate of Incorporation” means the Company’s Amended and Restated
Certificate of Incorporation, as amended and/or restated from time to time. 












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

1.6 “Derivative Securities” means any securities or rights convertible into, or exercisable or exchangeable for (in each case,
directly or indirectly), Common Stock, including options and warrants. 
 1.7 “Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 
 1.8 “Excluded Registration” means
(i) a registration relating to the sale or grant of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan; (ii) a registration relating to an SEC Rule 145
transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration
in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. 

1.9 “Form S-1” means such form under the Securities Act as in effect on the date
hereof or any successor registration form under the Securities Act subsequently adopted by the SEC. 
 1.10 “Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits forward incorporation of
substantial information by reference to other documents filed by the Company with the SEC. 
 1.11 “GAAP” means generally
accepted accounting principles in the United States as in effect from time to time. 
 1.12 “Holder” means any holder of
Registrable Securities who is a party to this Agreement. 
 1.13 “Immediate Family Member” means a child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, life partner, sibling, mother-in-law,
father-in-law, son-in-

  
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law, daughter-in-law,
brother-in-law, or sister-in-law, including, adoptive relationships, of a natural person
referred to herein. 
 1.14 “Initiating Holders” means, collectively, Holders who properly initiate a registration request
under this Agreement. 
 1.15 “IPO” means the Company’s first underwritten public offering of its Common Stock under
the Securities Act. 
 1.16 “Janus” means Janus Henderson Capital Funds plc—Janus Henderson Global Life Sciences Fund,
Janus Henderson Horizon Fund—Biotechnology Fund and Janus Henderson Biotech Innovation Master Fund Limited (each, together with its (i) permitted transferees and (ii) other entities under management by Janus Capital Management LLC, a
“Janus Investor”). 
 1.17 “Major Investor” means an Investor that, individually or together with such
Investor’s Affiliates, holds at least 182,257 shares of Registrable Securities (as adjusted for any stock split, stock dividend, combination, or other recapitalization or reclassification effected after the date hereof). 

1.18 “New Securities” means, collectively, equity securities of the Company, whether or not currently authorized, as well as
rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities, provided that Exempted Securities (as defined
in the Certificate of Incorporation) shall not be deemed New Securities. 
 1.19 “Person” means any individual, corporation,
partnership, trust, limited liability company, association or other entity. 
 1.20 “Preferred Director” means any director
of the Company that the holders of record of a class, classes or series of Preferred Stock are entitled to elect, exclusively and as a separate class, pursuant to the Certificate of Incorporation. 

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

  
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 1.23 “Registrable Securities then outstanding” means the number of shares
determined by adding the number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are
Registrable Securities. 
 1.24 “Restricted Securities” means the securities of the Company required to be notated with the
legend set forth in Subsection 2.12(b) hereof. 
 1.25 “SEC” means the Securities and Exchange
Commission. 
 1.26 “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act. 

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

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

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

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

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

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

2.1 Demand Registration. 

(a) Form S-1 Demand. If at any time after the earlier of (i) four (4) years after the date
of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of a majority of the Registrable Securities then outstanding that the
Company file a Form S-1 registration statement with respect to at least fifty percent (50%) of the Registrable Securities then outstanding, then the Company shall (x) within ten (10) days after the
date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is
given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional
Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject
to the limitations of Subsections 2.1(c) and 2.3. 

  
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 (b) Form S-3 Demand. If at any time when it
is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least twenty-five percent (25%) of the Registrable Securities then outstanding that the Company file a
Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $5 million, then the
Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days
after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration
by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of
Subsections 2.1(c) and 2.3. 
 (c) Notwithstanding the foregoing obligations, if the Company
furnishes to Holders requesting a registration pursuant to this Subsection 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Board of Directors it would be
materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action
would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide
business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing,
and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than one hundred and twenty (120) days after the request of the Initiating Holders is given; provided,
however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other
stockholder during such one hundred and twenty (120) day period other than pursuant to a registration relating to the sale or grant of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, equity
incentive or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in
which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. 

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

  
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a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable
efforts to cause such registration statement to become effective; or (ii) if the Company has effected two registrations pursuant to Subsection 2.1(b) within the twelve (12) month period immediately
preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(d) until such time as the applicable registration statement has been declared
effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to
Subsection 2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.1(d); provided, that if such withdrawal
is during a period the Company has deferred taking action pursuant to Subsection 2.1(c), then the Initiating Holders may withdraw their request for registration and such registration will not be counted as
“effected” for purposes of this Subsection 2.1(d). 
 2.2 Company Registration. If the Company
proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its securities under the Securities Act in connection with the public offering of such securities solely for
cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the
Company shall, subject to the provisions of Subsection 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or
withdraw any registration initiated by it under this Subsection 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling
Expenses) of such withdrawn registration shall be borne by the Company in accordance with Subsection 2.6. 
 2.3 Underwriting
Requirements. 
 (a) If, pursuant to Subsection 2.1, the Initiating Holders intend to distribute the
Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Subsection 2.1, and the Company shall include such information in the
Demand Notice. The underwriter(s) will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder’s Registrable Securities in
such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute
their securities through such underwriting shall (together with the Company as provided in Subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.
Notwithstanding any other provision of this Subsection 2.3, if the underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the
Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of
Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be


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

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

  
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 2.4 Obligations of the Company. Whenever required under this Section 2 to effect
the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: 
 (a) prepare and file with the
SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable
Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed;
provided, however, that (i) such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common Stock (or other securities) of
the Company, from selling any securities included in such registration, and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or
delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty (120) day period shall be extended for up to one hundred eighty (180) days, if necessary, to keep the registration statement effective until all such
Registrable Securities are sold; 
 (b) prepare and file with the SEC such amendments and supplements to such registration statement, and
the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement; 

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

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

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

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

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

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

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

 2.5 Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this
Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such
securities as is reasonably required to effect the registration of such Holder’s Registrable Securities. 
 2.6 Expenses of
Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting
fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $30,000 of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company;
provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority
of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a
majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a
material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders
shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to 

  
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Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

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

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

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

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

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

(f) Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations
of the Company and Holders under this Subsection 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and otherwise shall survive the
termination of this Agreement. 
 2.9 Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC
Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the
Company shall: 
 (a) make and keep available adequate current public information, as those terms are understood and defined in SEC Rule
144, at all times after the effective date of the registration statement filed by the Company for the IPO; 
 (b) use commercially
reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and

 (c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate,
a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the registration statement filed by the Company for the IPO), the Securities
Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any
time after the Company so qualifies); (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company; and (iii) such other information as may be reasonably requested in
availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form
S-3 (at any time after the Company so qualifies to use such form). 
 2.10 Limitations on
Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any
holder or prospective holder of any securities of the Company that would allow such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include
such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; provided that this limitation shall not apply to Registrable


  
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Securities acquired by any additional Investor that becomes a party to this Agreement in accordance with Subsection 6.9. 

2.11 “Market Stand-off” Agreement. Each Holder hereby agrees that
it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other
equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the underwriter (such period not to exceed one hundred eighty
(180) days in the case of the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst
recommendations and opinions, including, but not limited to, the restrictions contained in applicable FINRA rules, or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to
purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or
exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing
provisions of this Subsection 2.11 shall not apply to transactions (including, without limitation, any swap, hedge or similar agreement or arrangement) or announcements, in each case, relating to securities acquired in the IPO or securities
acquired in the open market or other transactions from and after the IPO or that otherwise do not involve or relate to shares of Common Stock owned by a Holder prior to the IPO, shall apply only to the IPO, shall not apply to the sale of any shares
to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in
writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and
the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock
of all outstanding Preferred Stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though
they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Subsection 2.11 or that are necessary to give
further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Company stockholders that are subject to such agreements, based on
the number of shares subject to such agreements 
 2.12 Restrictions on Transfer. 

(a) The Preferred Stock and the Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not
recognize and shall issue stop-

  
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transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure
compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of the Preferred Stock and the Registrable Securities held by such Holder to agree to take and hold such securities
subject to the provisions and upon the conditions specified in this Agreement. Notwithstanding the foregoing, the Company shall not require any transferee of shares pursuant to an effective registration statement or, following the IPO, SEC Rule 144,
in each case, to be bound by the terms of this Agreement. 
 (b) Each certificate, instrument, or book entry representing (i) the
Preferred Stock, (ii) the Registrable Securities, and (iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend, recapitalization, merger, consolidation, or
similar event, shall (unless otherwise permitted by the provisions of Subsection 2.12(c)) be notated with a legend substantially in the following form: 

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

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

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

  
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reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities
Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company will not require such a
legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144; or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration;
provided that each transferee agrees in writing to be subject to the terms of this Subsection 2.12. Each certificate, instrument, or book entry representing the Restricted Securities transferred as above provided
shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Subsection 2.12(b), except that such certificate instrument, or book entry shall not be
notated with such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act. 

2.13 Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any
registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earliest to occur of: 
 (a) the closing of a Deemed
Liquidation Event, as such term is defined in the Certificate of Incorporation; 
 (b) such time after consummation of the IPO as Rule 144
or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares without limitation during a three-month period without registration; 

(c) the five (5) year anniversary of the IPO. 

3. Information and Observer Rights. 

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

(a) as soon as practicable, but in any event within 180 days after the end of each fiscal year of the Company (i) a balance sheet as of
the end of such year, (ii) statements of income and cash flows for such year, and a comparison between (x) the actual amounts as of and for such fiscal year and (y) the comparable amounts as included in the Budget (as defined in
Subsection 3.1(e)) for such year, with an explanation of any material differences between such amounts and a schedule as to the sources and applications of funds for such year, and (iii) a statement of
stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized standing selected by the Company; 

(b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of
each fiscal year of the Company, unaudited statements of income for such fiscal quarter, and an unaudited balance sheet, a statement of cash flows, and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in
accordance with GAAP (except that such financial statements may (i) be subject to normal year-

  
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end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP); 

(c) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of
each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock
issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet
issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of
the Company as being true, complete, and correct; 
 (d) as soon as practicable, but in any event within thirty (30) days of the end of
each month, an unaudited income statement for such month, a statement of cash flows, and an unaudited balance sheet and statement of stockholders’ equity as of the end of such month, all prepared in accordance with GAAP (except that such
financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); 

(e) as soon as practicable, but in any event thirty (30) days before the end of each fiscal year, a budget and business plan for the next
fiscal year (collectively, the “Budget”), approved by the Board of Directors including at least four of the Preferred Directors, prepared on a monthly basis, including balance sheets, income statements, and statements of cash flow
for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; 
 (f) with respect to the
financial statements called for in Subsection 3.1(a), Subsection 3.1(b) and Subsection 3.1(d), an instrument executed by the chief financial officer
and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (except as otherwise set forth in
Subsection 3.1(b) and Subsection 3.1(d)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and 

(g) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Major Investor
may from time to time reasonably request; provided, however, that the Company shall not be obligated under this Subsection 3.1 to provide information (i) that the Board of Directors reasonably determines
in good faith upon advice of outside counsel to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company); or (ii) the disclosure of which would adversely
affect the attorney-client privilege between the Company and its counsel, as determined by the Board of Directors in good faith upon advice of outside counsel. 

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

 Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the
information set forth in this Subsection 3.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably
concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such
time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective. 

3.2 Inspection. The Company shall permit each Major Investor, at such Major Investor’s expense, to visit and inspect the
Company’s properties; examine its books of account and records; and discuss the Company’s affairs, finances, and accounts with its officers, during normal business hours of the Company as may be reasonably requested by the Major Investor;
provided, however, that the Company shall not be obligated pursuant to this Subsection 3.2 to provide access to any information that the Board of Directors reasonably and in good faith upon advice of outside counsel considers to be a trade
secret or confidential information (unless covered by an enforceable confidentiality agreement, in form acceptable to the Company) or the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel,
as determined by the Board of Directors in good faith upon advice of outside counsel. 
 3.3 Termination of Information. The covenants
set forth in Subsection 3.1 and Subsection 3.2 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting
requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon the closing of a Deemed Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first. 

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

  
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of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may
otherwise be required by law, regulation, rule, court order or subpoena, provided that such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. 

4. Rights to Future Stock Issuances. 

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

(b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Major Investor may elect to purchase or
otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Major Investor (including all shares of Common Stock then
issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by such Major Investor) bears to the total Common Stock of the Company then held by all the Major
Investors (including all shares of Common Stock issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held by all the Major Investors). At the expiration of
such twenty (20) day period, the Company shall promptly notify each Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully Exercising Investor”) of any other Major Investor’s
failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares
specified above, up to that portion of the New Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the Common Stock issued and held, or
issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other Derivative Securities then held, by such Fully Exercising Investor bears to the Common Stock


  
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issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative Securities then held, by all Fully Exercising
Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(b) shall occur within the later of one hundred and twenty (120) days of the date that the Offer
Notice is given and the date of initial sale of New Securities pursuant to Subsection 4.1(c). 
 (c) If all
New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the
periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than,
those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right
provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Major Investors in accordance with this Subsection 4.1. 

(d) The right of first offer in this Subsection 4.1 shall not be applicable to (i) Exempted Securities (as
defined in the Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO and (iii) the issuances of shares of Series B Preferred Stock pursuant to the Purchase Agreement. 

4.2 Termination. The covenants set forth in Subsection 4.1 shall terminate and be of no further force or effect
(i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon the closing of a Deemed
Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first. 
 5. Additional
Covenants. 
 5.1 Insurance. The Company shall obtain, within ninety (90) days of the date hereof, from financially sound and
reputable insurers Directors and Officers liability insurance and term “key-person” insurance on Todd Harris, in an amount and on terms and conditions satisfactory to the Board of Directors including
at least four of the Preferred Directors, and will use commercially reasonable efforts to cause each such insurance policy to be maintained until such time as the Board of Directors including at least four of the Preferred Directors determines that
such insurance should be discontinued. The policy shall not be cancelable by the Company without prior approval by the Board of Directors including at least four of the Preferred Directors. Notwithstanding any other provision of this
Section 5.1 to the contrary, for so long as a Preferred Director (as defined in the Certificate of Incorporation) is serving on the Board of Directors, the Company shall not cease to maintain a Directors and Officers liability insurance policy
in an aggregate amount of at least two (2) million unless approved by each of the Preferred Directors, and the Company shall annually, within one hundred twenty (120) days after the end of each fiscal year of the Company, deliver to the
Investors a certification that such a Directors and Officers liability insurance policy remains in effect. 

  
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 5.2 Employee Agreements. The Company will cause (i) each Person now or hereafter
employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment
agreement; and (ii) each employee hired by it after the date hereof that is a Vice President level employee or above, to enter into a noncompetition and nonsolicitation agreement (only for the duration of employment), substantially in the form
approved by the Board of Directors including at least four of the Preferred Directors (the “Form Restrictive Covenant Agreement”). Additionally, within 90 days following the date hereof, the Company shall cause each employee
currently employed by it at the Vice President level or above to execute the Form Restrictive Covenant Agreement. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the
above-referenced agreements or any restricted stock agreement between the Company and any employee, without the approval of the Board of Directors, including consent of at least four of the Preferred Directors. 

5.3 Employee Stock. Unless otherwise approved by the Board of Directors, including at least four of the Preferred Directors, all future
employees and consultants of the Company who purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as
applicable, providing for (i) vesting of shares over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares
vesting in equal monthly installments over the following thirty-six (36) months with no acceleration, and (ii) a market stand-off provision substantially
similar to that in Subsection 2.11. Without the prior approval by the Board of Directors, including at least four of the Preferred Directors, the Company shall not amend, modify, terminate, waive or otherwise alter, in whole or in part, any
stock purchase, stock restriction or option agreement with any existing employee or service provider if such amendment would cause it to be inconsistent with this Subsection 5.3. In addition, unless otherwise approved by the Board of Directors,
including at least four of the Preferred Directors, the Company shall retain (and not waive) a “right of first refusal” on employee transfers until the Company’s IPO and shall have the right to repurchase unvested shares at cost upon
termination of employment of a holder of restricted stock. 
 5.4 Qualified Small Business Stock. The Company shall use commercially
reasonable efforts to cause the shares of Series A Preferred Stock, as well as any shares into which such shares are converted, within the meaning of Section 1202(f) of the Internal Revenue Code (the “Code”), to constitute
“qualified small business stock” as defined in Section 1202(c) of the Code; provided, however, that such requirement shall not be applicable if the Board of Directors including at least four of the Preferred Directors determines, in
its good-faith business judgment, that such qualification is inconsistent with the best interests of the Company. The Company shall submit to its stockholders (including the Investors) and to the Internal Revenue Service any reports that may be
required under Section 1202(d)(1)(C) of the Code and the regulations promulgated thereunder. In addition, within twenty (20) business days after any Investor’s written request therefor, the Company shall, at its option, either
(i) deliver to such Investor a written statement indicating whether (and what portion of) such Investor’s interest in the Company constitutes “qualified small business stock” as defined in Section 1202(c) of the Code or
(ii) deliver to such Investor such factual information in the Company’s possession as is reasonably necessary to enable 

  
 20 













 
such Investor to determine whether (and what portion of) such Investor’s interest in the Company constitutes “qualified small business stock” as defined in Section 1202(c) of
the Code. 
 5.5 Board Matters. Unless otherwise determined by the vote of at least four of the Preferred Directors then in office,
the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the directors for all reasonable
out-of-pocket travel expenses incurred. Each Preferred Director shall be permitted to serve on the board of directors (or similar governing body) of each subsidiary of
the Company. Each Preferred Director shall be permitted to serve on each committee or subcommittee of the Board of Directors and the board of directors (or similar governing body) of each subsidiary of the Company. 

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

(a) make, or permit any subsidiary to make, any loan or advance to, or own any stock or other securities of, any subsidiary or other
corporation, partnership, or other entity unless it is wholly owned by the Company; 
 (b) make, or permit any subsidiary to make, any loan
or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan
approved by the Board of Directors including at least four of the Preferred Directors; 
 (c) guarantee, directly or indirectly, or permit
any subsidiary to guarantee, directly or indirectly, any indebtedness except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; 

(d) make any investment inconsistent with any investment policy approved by the Board of Directors including at least four of the Preferred
Directors; 
 (e) incur any aggregate indebtedness in excess of $200,000 that is not already included in a budget approved by the Board of
Directors, other than trade credit incurred in the ordinary course of business; 
 (f) otherwise enter into or be a party to any transaction
with any director, officer, or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for (i) transactions
contemplated by this Agreement and the Purchase Agreement and (ii) transactions resulting in payments to or by the Company in an aggregate amount less than $60,000 per year; 

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

  
 21 













 (h) change the principal business of the Company, enter new lines of business, or exit the
current line of business; 
 (i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than
licenses granted or entered into in the ordinary course of business; or 
 (j) enter into any corporate strategic relationship involving the
payment, contribution, or assignment by the Company or to the Company of money or assets greater than $100,000. 
 5.7 Successor
Indemnification. If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary,
proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board of Directors as in effect immediately before such transaction, whether
such obligations are contained in the Company’s Bylaws, the Certificate of Incorporation, or elsewhere, as the case may be. 
 5.8
Expenses of Counsel. In the event of a transaction which is a Sale of the Company (as defined in the Amended and Restated Voting Agreement of even date herewith among the Investors, the Company and the other parties named therein), the
reasonable fees and disbursements, not to exceed $50,000, of one counsel for the Investors (“Investor Counsel”), in their capacities as stockholders, shall be borne and paid by the Company. At the outset of considering a transaction
which, if consummated would constitute a Sale of the Company, the Company shall obtain the ability to share with the Investor Counsel (and such counsel’s clients) and shall share the confidential information (including, without limitation, the
initial and all subsequent drafts of memoranda of understanding, letters of intent and other transaction documents and related noncompete, employment, consulting and other compensation agreements and plans) pertaining to and memorializing any of the
transactions which, individually or when aggregated with others would constitute the Sale of the Company. The Company shall be obligated to share (and cause the Company’s counsel and investment bankers to share) such materials when distributed
to the Company’s executives and/or any one or more of the other parties to such transaction(s). In the event that Investor Counsel deems it appropriate, in its reasonable discretion, to enter into a joint defense agreement or other arrangement
to enhance the ability of the parties to protect their communications and other reviewed materials under the attorney client privilege, the Company shall, and shall direct its counsel to, execute and deliver to Investor Counsel and its clients such
an agreement in form and substance reasonably acceptable to Investor Counsel. In the event that one or more of the other party or parties to such transactions require the clients of Investor Counsel to enter into a confidentiality agreement and/or
joint defense agreement in order to receive such information, then the Company shall share whatever information can be shared without entry into such agreement and shall, at the same time, in good faith work expeditiously to enable Investor Counsel
and its clients to negotiate and enter into the appropriate agreement(s) without undue burden to the clients of Investor Counsel. 
 5.9
Indemnification Matters. The Company hereby acknowledges that five (5) or more of the directors nominated to serve on the Board of Directors by the Investors (each an 

  
 22 













 
“Investor Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and certain of their Affiliates
(collectively, the “Investor Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Investor Director are primary and any obligation of the Investor
Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Investor Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Investor
Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Investor Director to the extent legally permitted and as required by the Company’s
Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Investor Director), without regard to any rights such Investor Director may have against the Investor Indemnitors, and, (c) that it irrevocably
waives, relinquishes and releases the Investor Indemnitors from any and all claims against the Investor Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or
payment by the Investor Indemnitors on behalf of any such Investor Director with respect to any claim for which such Investor Director has sought indemnification from the Company shall affect the foregoing and the Investor Indemnitors shall have a
right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Investor Director against the Company. The Investor Directors and the Investor Indemnitors are intended third-party
beneficiaries of this Subsection 5.8and shall have the right, power and authority to enforce the provisions of this Subsection 5.8 as though they were a party to this Agreement. 

5.10 Right to Conduct Activities. The Company hereby agrees and acknowledges that each of Alta Partners NextGen Fund II, L.P., RA
Capital Healthcare Fund, LP, Blackwell Partners LLC – Series A, RA Capital Nexus Fund, L.P., Boxer Capital, LLC, Canaan XI L.P., Canaan 2020+ Co-Investment L.P., Cormorant Asset Management LP, Nextech VI
Oncology SCSp and each of their respective Affiliates (together with their respective Affiliates, the “Lead Investors”) is a professional investment organization, and as such reviews the business plans and related proprietary
information of many enterprises, some of which may compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted). The Company hereby agrees that, to the extent permitted under
applicable law, the Lead Investors (and their respective Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by any of the Lead Investors (or their respective Affiliates) in any entity
competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of the Lead Investors (or their respective Affiliates) to assist any such competitive company, whether or not such action was taken as
a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of the Investors from liability
associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the
Company. 
 5.11 Termination of Covenants. The covenants set forth in this Section 5, except for Subsections 5.7, 5.8 and
5.9, shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange
Act, or (iii) upon a Deemed 

  
 23 













 
Liquidation Event, as such term is defined in the Certificate of Incorporation, whichever event occurs first. 

6. Miscellaneous. 
 6.1
Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee of Registrable Securities that (i) is an Affiliate of a Holder; (ii) is a Holder’s
Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder’s Immediate Family Members; or (iii) after such transfer, holds at least 200,000 shares of Registrable Securities (subject to
appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations); provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and
address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and
conditions of this Agreement, including the provisions of Subsection 2.11. For the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate or
stockholder of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with those of the
transferring Holder; provided further that all transferees who would not qualify individually for assignment of rights shall, as a condition to the applicable transfer, establish a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon
the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights,
remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein. 
 6.2 Governing Law.
This Agreement shall be governed by the internal law of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware. 

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

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

(a) All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given
upon the earlier of actual 

  
 24 













 
receipt or (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail or facsimile during the recipient’s normal business hours, and if not sent
during normal business hours, then on the recipient’s next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) business day after the
business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the respective
parties at their addresses as set forth on Schedule A hereto, or to the principal office of the Company and to the attention of the Chief Executive Officer, in the case of the Company, or to such email address, facsimile
number, or address as subsequently modified by written notice given in accordance with this Subsection 6.5. If notice is given to the Company, a copy shall also be sent to Paul Hastings LLP, 4747 Executive Drive, Twelfth
Floor, San Diego, CA 92121, Attention: Carl R. Sanchez and if notice is given to Stockholders, a copy shall also be given to Cooley LLP, 500 Boylston Street, 14th Floor, Boston, MA 02116,
Attention: Alfred L. Browne and Cooley LLP, 11951 Freedom Drive, 14th Floor, Reston, VA 20190, Attention: Christian Plaza. 

6.6 Amendments and Waivers. Any term of this Agreement may be amended, modified or terminated and the observance of any term of this
Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the holders of (i) at least sixty percent (60%) of the then outstanding shares
Common Stock issuable or issued upon conversion of the Series A Preferred Stock and (ii) at least sixty percent (60%) of the shares of the then outstanding Common Stock issuable or issued upon conversion of the Series B Preferred Stock;
provided that the Company may in its sole discretion waive compliance with Subsection 2.12(c) (and the Company’s failure to object promptly in writing after notification of a proposed assignment allegedly in violation of
Subsection 2.12(c) shall be deemed to be a waiver); and provided further that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing,
(a) this Agreement may not be amended, modified or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, modification, termination,
or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the provisions of Section 4 with respect to a particular transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so
by its terms, notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase securities in such transaction; provided, however, that if a Major Investor, directly or indirectly, including by amending or
waiving the definition of “New Securities” or “Exempted Securities” (as defined in the Certificate of Incorporation), waives the right of first offer in Section 4.1 and thereafter purchases New Securities, then
each other Major Investor shall also be permitted to purchase such New Securities (based on the level of participation of the Major Investor purchasing the largest portion of such Major Investor’s pro rata share), in accordance with the other
provisions (including notice and election periods) set forth in Section 4.1 (it being understood that this proviso may not be amended, modified or waived without the prior written consent of each Major Investor))) and
(b) Subsections 3.1 and 3.2, Section 4 and any other section of this Agreement applicable to the Major Investors (including this clause (b) of this Subsection 6.6) may not be amended, modified, terminated or waived
without the written consent of the holders of (i) at least sixty percent (60%) of the Series A Preferred Stock then outstanding and held by the Major Investors and (ii) at least sixty percent (60%) of the Series B Preferred Stock then
outstanding and held by the Major 

  
 25 













 
Investors; provided, however, notwithstanding the foregoing, this Agreement may not be amended, modified or terminated, and no provision hereof may be waived, in each case, in any way which would
adversely affect the rights of any Major Investor hereunder in a manner disproportionate to any adverse effect such amendment, modification, termination or waiver would have on the rights of the other Major Investors hereunder, without also the
written consent of each such Major Investor. Notwithstanding the foregoing, Schedule A hereto may be amended by the Company from time to time to add transferees of any Registrable Securities in compliance with the terms of this Agreement
without the consent of the other parties; and Schedule A hereto may also be amended by the Company after the date of this Agreement without the consent of the other parties to add information regarding any additional Investor who becomes a
party to this Agreement in accordance with Subsection 6.9. The Company shall give prompt notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment,
modification, termination, or waiver. Any amendment, modification, termination, or waiver effected in accordance with this Subsection 6.6 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No
waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision. 

6.7 Severability. In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid,
legal, and enforceable to the maximum extent permitted by law. 
 6.8 Aggregation of Stock. All shares of Registrable Securities held
or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

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

6.10 Entire Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding
and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled. Upon the effectiveness of this Agreement,
the Prior Agreement shall be deemed amended and restated and superseded and replaced in its entirety by this Agreement, and shall be of no further force or effect. 

  
 26 













 6.11 Dispute Resolution. The parties (a) hereby irrevocably and unconditionally
submit to the jurisdiction of the state courts of Delaware and to the jurisdiction of the United States District Court for the District of Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement,
(b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of Delaware or the United States District Court for the District of Delaware, and (c) hereby waive, and
agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from
attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such
court. 
 WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED
IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS
BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT
SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. 
 6.12 Delays or
Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such
nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed
a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative. 

[Remainder of Page Intentionally Left Blank] 

  
 27 













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

			
	COMPANY:
	
	TYRA BIOSCIENCES, INC.
		
	By:	 	 /s/ Todd Harris

	Name:	 	Todd Harris
	Title:	 	President and Chief Executive Officer














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

			
	INVESTORS:
	
	JANUS HENDERSON CAPITAL FUNDS PLC ON BEHALF OF ITS SERIES JANUS HENDERSON GLOBAL LIFE SCIENCES FUND
	
	By: Janus Capital Management LLC, its
	investment advisor
		
	By:	 	 /s/ Andrew Acker

	Name:	 	Andrew Acker
	Title:	 	Authorized Signatory
	
	JANUS HENDERSON HORIZON FUND - BIOTECHNOLOGY FUND
	
	By: Janus Capital Management LLC, its
	investment advisor
		
	By:	 	 /s/ Andrew Acker

	Name:	 	Andrew Acker
	Title:	 	Authorized Signatory
	
	JANUS HENDERSON BIOTECH INNOVATION MASTER FUND LIMITED
	
	By: Janus Capital Management LLC, its
	investment advisor
		
	By:	 	 /s/ Andrew Acker

	Name:	 	Andrew Acker
	Title:	 	Authorized Signatory














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

			
	INVESTOR:
	
	LOGOS OPPORTUNITIES FUND II, L.P.
		
	By:	 	Logos Opportunities GP, LLC
		 	Its General Partner
		
	By:	 	 /s/ Graham Walmsley

	Name:	 	Graham Walmsley
	Title:	 	Managing Member
		
	By:	 	 /s/ Arsani William

	Name:	 	Arsani William
	Title:	 	Managing Partner














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

			
	INVESTOR:
	
	Nextech VI GP S.à r.l. as General Partner
	on behalf of
	NEXTECH VI ONCOLOGY SCSP
		
	By:	 	 /s/ Dalia Bleyer

	Name:	 	Dalia Bleyer
	Title	 	Manager
		
	By:	 	 /s/ Rocco Sgobbo

	Name:	 	Rocco Sgobbo
	Title:	 	Partner














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

			
	INVESTOR:
	
	ALTA PARTNERS NEXTGEN FUND II, L.P.
		
	By:	 	Alta Partners NextGen Fund II Management, LLC, its general partner
		
	By:	 	 /s/ Larry Randall

	Name:	 	Larry Randall
	Title:	 	Chief Financial Officer














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

			
	INVESTOR:
	
	BIOTECHNOLOGY VALUE FUND, L.P.
		
	By:	 	 /s/ Mark Lampert

	Name:	 	Mark Lampert
	Title:	 	Chief Executive Officer BVF I GP LLC, itself General Partner of Biotechnology Value Fund, L.P.
	
	BIOTECHNOLOGY VALUE FUND II, L.P.
		
	By:	 	 /s/ Mark Lampert

	Name:	 	Mark Lampert
	Title:	 	Chief Executive Officer BVF II GP LLC, itself General Partner of Biotechnology Value Fund II, L.P.
	
	BIOTECHNOLOGY VALUE TRADING FUND OS, L.P.
		
	By:	 	 /s/ Mark Lampert

	Name:	 	Mark Lampert
	Title:	 	President BVF Inc., General Partner of BVF Partners L.P., itself sole member of BVF Partners OS Ltd., itself GP of Biotechnology Value Trading Fund OS, L.P.














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

			
	INVESTORS:
	
	CANAAN XI L.P.
		
	By: 	 	Canaan Partners XI LLC, its General Partner
		
	By:	 	 /s/ Nina Kjellson

	Name:	 	Nina Kjellson
	Title:	 	Manager
	
	CANAAN 2020+ CO-INVESTMENT L.P.
		
	By: 	 	Canaan Partners 2020+ Co-Investment LLC, as General Partner
		
	By: 	 	Canaan Management LLC, its Manager
		
	By:	 	 /s/ John J. Pacifico

	Name:	 	John J. Pacifico
	Title:	 	Chief Operating Officer














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

			
	INVESTORS:
	
	CORMORANT PRIVATE HEALTHCARE FUND III, LP
		
	By:	 	Cormorant Private Healthcare GP, LLC
		
	By:	 	 /s/ Bihua Chen

	Name:	 	Bihua Chen
	Title:	 	Managing Member
	
	CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP
		
	By:	 	Cormorant Global Healthcare GP, LLC
		
	By:	 	 /s/ Bihua Chen

	Name:	 	Bihua Chen
	Title:	 	Managing Member
	
	CRMA SPV, LP
		
	By:	 	Cormorant Asset Management, LP Its attorney-in-fact
		
	By:	 	 /s/ Bihua Chen

	Name:	 	Bihua Chen
	Title:	 	Managing Member














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

			
	INVESTORS:
	
	BOXER CAPITAL, LLC
		
	By:	 	 /s/ Aaron Davis

	Name:	 	Aaron Davis
	Title:	 	Chief Executive Officer
	
	MVA INVESTORS, LLC
		
	By:	 	 /s/ Aaron Davis

	Name:	 	Aaron Davis
	Title:	 	Chief Executive Officer














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

			
	INVESTORS:
	
	RA CAPITAL NEXUS FUND, L.P.
		
	By:	 	RA Capital Nexus Fund GP, LLC
	Its:	 	General Partner
		
	By:	 	 /s/ Peter Kolchinsky

	Name:	 	Peter Kolchinsky
	Title:	 	Manager
	
	RA CAPITAL HEALTHCARE FUND, L.P.
		
	By: 	 	RA Capital Healthcare Fund GP, LLC Its General Partner
		
	By:	 	 /s/ Peter Kolchinsky

	Name:	 	Peter Kolchinsky
	Title:	 	Manager














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

			
	INVESTORS:
		
	By:	 	 /s/ Dominic Spinella

	Name:	 	Dominic Spinella














 SCHEDULE A 

Investors 
 Alta Partners
NextGen Fund II, L.P. 
 RA Capital Healthcare Fund, L.P. 

Blackwell Partners LLC – Series A 

RA Capital Nexus Fund, L.P 
 Boxer
Capital, LLC 
 MVA Investors, LLC 

Cannan XI L.P. 
 Biobrit, LLC 

Ryan Harris 
 MidAtlantic IRA, LLC
FBO Jared Smith Roth IRA 
 Eileen M. More 

Josh Harris 
 Richard Harris 

BC GRIT TYRA, LLC 
 Anne Bensen 

Randy Harris 
 Jason Whiting 

Charlie McDermott 
 Geoffrey von
Maltzahn 
 Todd Harris 
 Clark
Seegmiller 
 James R Bell 2005 Trust 

Ted Schwarz 
 Jeff Yates 

Jeffrey Barker 
 Jason Check 

The Pellini Family Trust Dated 9/22/2014 

The Wiklund Family Trust 
 Teresa
Bell Trust 
 James R. Bell 2011 Trust 

MidAtlantic IRA, LLC FBO Glen Smith 

IRA 
 Lundquist Family Trust 

Jared Salter 
 Jon Moe &
Marilee Jacobson 
 Picket Fence IP LLC 

Lindy Schermerhorn 
 Jason Harris

 Ryan Baughman 
 Davis Bell 

Slade Combs 
 Finney Family 2002
Trust, UDT 












 Christian Bell 

Alice Chen Kim 
 Daniel Bensen 

Nathan Harris 
 Rita Issa 

Elizabeth Mason 
 Catherine Grantham

 John and Sara Blake Family Trust 

Cruxio, Inc. 
 Carl Sanchez 

Van den Boom Ventures LLC 
 Isan
Chen 
 Canaan 2020+ Co-Investment L.P. 

Nextech VI Oncology SCSP 

Biotechnology Value Fund, L.P. 

Biotechnology Value Fund II, L.P. 

Biotechnology Value Trading Fund OS, L.P. 

Cormorant Private Healthcare Fund III, LP 

Cormorant Global Healthcare Master Fund, LP 

CRMA SPV, LP 
 LOGOS OPPORTUNITIES
FUND II, L.P. 
 Janus Henderson Capital Funds PLC - 

Janus Henderson Global Life Sciences Fund 

Janus Henderson Horizon Fund - 

Biotechnology Fund 
 Janus Henderson
Biotech Innovation 
 Master Fund Limited 

Dominic Spinella 

  
 40 













 AMENDMENT NO. 1 TO 

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Amendment”), is made as of
the 7th day of September, 2021, by and among Tyra Biosciences, Inc., a Delaware corporation (the “Company”), and the Investors listed on the signatures pages hereto. 

RECITALS 

WHEREAS, the Company and its stockholders are parties to that certain Amended and Restated Investors’ Rights Agreement, dated as
of March 5, 2021 (the “Rights Agreement”); 
 WHEREAS, pursuant to Section 6.6 of the Rights Agreement,
subject to certain provisions, the Rights Agreement and any term thereof may be amended, waived, modified or terminated only with the written consent of the Company and the holders of (i) at least sixty percent (60%) of the then outstanding
shares of Common Stock issuable or issued upon conversion of the Series A Preferred Stock and (ii) at least sixty percent (60%) of the then outstanding shares of Common Stock issuable or issued upon conversion of the Series B Preferred Stock
(the “Requisite Holders”); and 
 WHEREAS, the Company and the Requisite Holders desire to amend the Rights
Agreement as described herein. 
 NOW, THEREFORE, in consideration of the promises and mutual covenants and obligations
hereinafter set forth, the Company and the Investors party hereto, constituting the Requisite Holders, hereby agree as follows: 
  

	 	1.	 Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed
to such terms in the Rights Agreement. 


  

	 	2.	 Amendments. 



(a) The first sentence of Section 6.6 of the Rights Agreement is amended and restated to read in its entirety as follows:

 “6.6 Amendments and Waivers. Any term of this Agreement may be amended, modified or terminated and the
observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of (A) prior to the consummation of the IPO, the Company and the
holders of (i) at least sixty percent (60%) of the then outstanding shares of Common Stock issuable or issued upon conversion of the Series A Preferred Stock and (ii) at least sixty percent (60%) of the then outstanding shares of Common
Stock issuable or issued upon conversion of the Series B Preferred Stock, or (B) following the consummation of the IPO, the Company and the holders of at least sixty percent (60%) of the Registrable Securities then outstanding; provided that
the Company may in its sole discretion waive compliance with Subsection 2.12(c) (and the Company’s failure to object promptly in writing after notification of a proposed assignment allegedly in violation of Subsection













 2.12(c) shall be deemed to be a waiver); and provided further that any provision hereof may
be waived by any waiving party on such party’s own behalf, without the consent of any other party.” 
  

	 	3.	 No Other Amendment. Except as specifically amended herein, the remaining terms and provisions of the
Rights Agreement shall not be affected by this Amendment and shall continue in full force and effect in accordance with their terms. 


  

	 	4.	 Governing Law. This Amendment shall be governed by the internal law of the State of Delaware, without
regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware. 


  

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



[Remainder of page intentionally left blank] 

  
 [Signature Page to
Tyra Biosciences, Inc. Amendment No. 1 to 
 Amended and Restated Investors’ Rights Agreement] 













 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Amended and
Restated Investors’ Rights Agreement as of the date first above written. 
  

			
	COMPANY:


 
			
	
	TYRA BIOSCIENCES, INC.
		
	By:	 	/s/ Todd Harris


 
			
	Name:	 	Todd Harris
	Title:	 	President and Chief Executive Officer



  
 [Signature Page to
Tyra Biosciences, Inc. Amendment No. 1 to 
 Amended and Restated Investors’ Rights Agreement] 













 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Amended and
Restated Investors’ Rights Agreement as of the date first above written. 
  

			
	 INVESTOR:

	
	 LOGOS OPPORTUNITIES FUND II, L.P.

	 By:
	 	 Logos Opportunities GP, LLC

	        	 	 Its General Partner



  

			
		
	 By:
	 	 /s/ Graham Walmsley

	 Name:
	 	 Graham Walmsley

	 Title:
	 	 Managing Member



  

			
		
	 By:
	 	 /s/ Arsani William

	 Name:
	 	 Arsani William

	 Title:
	 	 Managing Partner




  
 [Signature Page to
Tyra Biosciences, Inc. Amendment No. 1 to 
 Amended and Restated Investors’ Rights Agreement] 













 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Amended and
Restated Investors’ Rights Agreement as of the date first above written. 
  

			
	INVESTOR:
	
	 Nextech VI GP S.à.r.l. as General Partner

On behalf of

	 NEXTECH VI ONCOLOGY SCSP

		
	By:	 	/s/ Ian Charoub
	Name:	 	Ian Charoub
	Title:	 	Manager


  

			
		
	By:	 	/s/ Rocco Sgobbo
	Name:	 	Rocco Sgobbo
	Title:	 	Partner



  
 [Signature Page to
Tyra Biosciences, Inc. Amendment No. 1 to 
 Amended and Restated Investors’ Rights Agreement] 













 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Amended and
Restated Investors’ Rights Agreement as of the date first above written. 
  

			
	INVESTOR:
	
	ALTA PARTNERS NEXTGEN FUND II, L.P.
		
	By:	 	/s/ Larry Randall
	Name:	 	Larry Randall
	Title:	 	Chief Financial Officer



  
 [Signature Page to
Tyra Biosciences, Inc. Amendment No. 1 to 
 Amended and Restated Investors’ Rights Agreement] 













 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Amended and
Restated Investors’ Rights Agreement as of the date first above written. 
  

			
	INVESTORS:
	
	CANAAN XI, L.P.
		
	By:	 	Canaan Partners XI LLC, its General Partner
		
	By:	 	/s/ Nina Kjellson
	Name:	 	Nina Kjellson
	Title:	 	Manager
	
	CANAAN 2020+ CO-INVESTMENT L.P. – SERIES 7
		
	By:	 	Canaan Partners 2020+ Co-Investment LLC,as General Partner
		
	By:	 	Canaan Management LLC, its Manager
		
	By:	 	/s/ John J. Pacifico
	Name:	 	John J. Pacifico
	Title:	 	Chief Operating Officer



  
 [Signature Page to
Tyra Biosciences, Inc. Amendment No. 1 to 
 Amended and Restated Investors’ Rights Agreement] 













 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Amended and
Restated Investors’ Rights Agreement as of the date first above written. 
  

			
	INVESTORS:
	
	 CORMORANT PRIVATE HEALTHCARE

FUND III, LP

		
	By:	 	Cormorant Private Healthcare GP, LLC
		
	By:	 	/s/ Bihua Chen
	Name:	 	Bihua Chen
	Title:	 	Managing Member
	
	 CORMORANT GLOBAL HEALTHCARE

MASTER FUND, LP

		
	By:	 	Cormorant Global Healthcare GP, LLC
		
	By:	 	/s/ Bihua Chen
	Name:	 	Bihua Chen
	Title:	 	Managing Member
	
	CRVA SPV, LP
		
	By:	 	 Cormorant Asset Management, LP
 Its attorney-in-fact

		
	By:	 	/s/ Bihua Chen
	Name:	 	Bihua Chen
	Title:	 	Managing Member



  
 [Signature Page to
Tyra Biosciences, Inc. Amendment No. 1 to 
 Amended and Restated Investors’ Rights Agreement] 













 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Amended and
Restated Investors’ Rights Agreement as of the date first above written. 
  

			
	 INVESTORS:

	
	 BOXER CAPITAL, LLC

		
	 By:
	 	 /s/ Aaron Davis

	 Name:
	 	 Aaron Davis

	 Title:
	 	 Chief Executive Officer

	
	 MVA INVESTORS, LLC

		
	 By:
	 	 /s/ Aaron Davis

	 Name:
	 	 Aaron Davis

	 Title:
	 	 Chief Executive Officer




  
 [Signature Page to
Tyra Biosciences, Inc. Amendment No. 1 to 
 Amended and Restated Investors’ Rights Agreement] 













 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Amended and
Restated Investors’ Rights Agreement as of the date first above written. 
  

			
	 INVESTORS:

	
	 RA CAPITAL NEXUS FUND, L.P.

		
	 By:
	 	 RA Capital Nexus Fund GP, LLC

	 Its:
	 	 General Partner

		
	 By:
	 	 /s/ Peter Kolchinsky

	 Name:
	 	 Peter Kolchinsky

	 Title:
	 	 Manager

	
	 RA CAPITAL HEALTHCARE FUND, L.P.

		
	 By:
	 	 RA Capital Healthcare Fund GP, LLC

		 	 Its General Partner

		
	 By:
	 	 /s/ Peter Kolchinsky

	 Name:
	 	 Peter Kolchinsky

	 Title:
	 	 Manager




  
 [Signature Page to
Tyra Biosciences, Inc. Amendment No. 1 to 
 Amended and Restated Investors’ Rights Agreement]