EX-10.20





 Exhibit 10.20 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED (INDICATED BY: [***]) FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY
CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. 
 AMENDED AND RESTATED VOTING AGREEMENT 












 TABLE OF CONTENTS 

 

									
	 	 	 	 	 	  	Page	 
	 1.
	 	 Voting Provisions Regarding the Board
	  	 	1	 
				
		 	1.1	 	 Size of the Board
	  	 	1	 
		 	1.2	 	 Board Composition
	  	 	2	 
		 	1.3	 	 Failure to Designate a Board Member
	  	 	2	 
		 	1.4	 	 Removal of Board Members
	  	 	2	 
		 	1.5	 	 No Liability for Election of Recommended Directors
	  	 	2	 
		 	1.6	 	 No “Bad Actor” Designees
	  	 	3	 
			
	 2.
	 	 Vote to Increase Authorized Common Stock
	  	 	3	 
			
	 3.
	 	 Drag-Along Right
	  	 	3	 
				
		 	3.1	 	 Definitions
	  	 	3	 
		 	3.2	 	 Actions to be Taken
	  	 	3	 
		 	3.3	 	 Conditions
	  	 	5	 
		 	3.4	 	 Restrictions on Sales of Control of the Company
	  	 	6	 
			
	 4.
	 	 Remedies
	  	 	6	 
				
		 	4.1	 	 Covenants of the Company
	  	 	6	 
		 	4.2	 	 Irrevocable Proxy and Power of Attorney
	  	 	6	 
		 	4.3	 	 Specific Enforcement
	  	 	7	 
		 	4.4	 	 Remedies Cumulative
	  	 	7	 
			
	 5.
	 	 “Bad Actor” Matters
	  	 	7	 
		 	5.1	 	 Definitions
	  	 	7	 
		 	5.2	 	 Representations
	  	 	8	 
		 	5.3	 	 Covenants
	  	 	8	 
			
	 6.
	 	 Term
	  	 	8	 
			
	 7.
	 	 Miscellaneous
	  	 	8	 
				
		 	7.1	 	 Additional Parties
	  	 	8	 
		 	7.2	 	 Transfers
	  	 	9	 
		 	7.3	 	 Successors and Assigns
	  	 	9	 
		 	7.4	 	 Governing Law
	  	 	9	 
		 	7.5	 	 Counterparts
	  	 	9	 
		 	7.6	 	 Titles and Subtitles
	  	 	9	 
		 	7.7	 	 Notices
	  	 	9	 
		 	7.8	 	 Consent Required to Amend, Modify, Terminate or Waive
	  	 	10	 
		 	7.9	 	 Delays or Omissions
	  	 	11	 
		 	7.10	 	 Severability
	  	 	11	 
		 	7.11	 	 Entire Agreement
	  	 	11	 
		 	7.12	 	 Share Certificate Legend
	  	 	11	 
		 	7.13	 	 Stock Splits, Stock Dividends, etc
	  	 	12	 
		 	7.14	 	 Manner of Voting
	  	 	12	 
		 	7.15	 	 Further Assurances
	  	 	12	 
		 	7.16	 	 Dispute Resolution
	  	 	12	 
		 	7.17	 	 Costs of Enforcement
	  	 	13	 
		 	7.18	 	 Aggregation of Stock
	  	 	13	 
		 	7.19	 	 Spousal Consent
	  	 	13	 


  
 i 














					
			
	 Schedule A
	 	-	  	Investors
			
	 Schedule B
	 	-	  	Key Holders
			
	 Exhibit A
	 	-	  	Adoption Agreement
			
	 Exhibit B
	 	-	  	Consent of Spouse


  
 ii 













 AMENDED AND RESTATED VOTING AGREEMENT 

THIS AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”), is made and entered into as of this 30th day of June,
2020 by and among Vor Biopharma Inc., a Delaware corporation (the “Company”), each holder of the Series A-1 Preferred Stock, $0.0001 par value per share, of the Company (“Series A-1 Preferred Stock”), Series A-2 Preferred Stock, $0.0001 par value per share, of the Company (“Series A-2 Preferred
Stock”) and Series B Preferred Stock, $0.0001 par value per share, of the Company (“Series B Preferred Stock”, referred to herein collectively with the Series A-1 Preferred Stock and
Series A-2 Preferred Stock as the “Preferred Stock”) listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors”
pursuant to Subsections 7.1(a) or 7.2 below, the “Investors”), and those certain stockholders of the Company and holders of options to acquire shares of the capital stock of the Company listed on
Schedule B (together with any subsequent stockholders or option holders, or any transferees, who become parties hereto as “Key Holders” pursuant to Subsections 7.1(b) or 7.2 below, the “Key Holders,”
and together collectively with the Investors, the “Stockholders”). 
 RECITALS 

A. Concurrently with the execution of this Agreement, the Company and certain of the Investors are entering into a Series B Preferred Stock
Purchase Agreement (the “Purchase Agreement”) providing for the sale of shares of the Series B Preferred Stock. The Company, the Key Holders and certain of the Investors (the “Existing Investors”) are parties to
that certain Voting Agreement dated [***] by and among the Company and the parties named therein (the “Prior Agreement”). The Company, the Key Holders and the Existing Investors desire to amend and restated the Prior Agreement to
provide those Investors purchasing shares of Series B Preferred Stock pursuant to the Purchase Agreement with the right, among other rights, to designate the election of certain members of the board of directors of the Company (the
“Board”) in accordance with the terms of this Agreement. 
 B. The Amended and Restated Certificate of Incorporation of the
Company (the “Restated Certificate”) provides that (a) the holders of record of the shares of the Series B Preferred Stock, exclusively and as a separate class, shall be entitled to elect one director of the Company (the
“Series B Director”), (b) the holders of record of the shares of Series A-2 Preferred Stock, exclusively and as a separate class, shall be entitled to elect one director of the Company (the
“Series A-2 Director”); and (c) the holders of record of the shares of Common Stock and the Preferred Stock, voting together as a single class on an
as-converted basis, shall be entitled to elect the balance of the total number of directors of the Company. 

C. The parties also desire to enter into this Agreement to set forth their agreements and understandings with respect to how shares of the
capital stock of the Company held by them will be voted on, or tendered in connection with, an acquisition of the Company, or an increase in the number of shares of Common Stock required to provide for the conversion of the Preferred Stock. 

NOW, THEREFORE, the parties agree as follows: 

1. Voting Provisions Regarding the Board. 

1.1 Size of the Board. Each Stockholder agrees to vote, or cause to be voted, all Shares (as defined below) owned by such Stockholder,
or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Board shall be set and remain at seven (7) directors and may be increased only with
the written consent of Investors holding Preferred Stock representing [***] shares of Common Stock issuable upon conversion of the then 












 
outstanding shares of [***] (voting as a single separate class and on an as-converted to Common Stock basis). For purposes of this Agreement, the term
“Shares” shall mean and include any securities of the Company that the holders of which are entitled to vote for members of the Board, including without limitation, all shares of Common Stock and Preferred Stock, by whatever name
called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise. 

1.2 Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such
Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written
consent of the stockholders, subject to Section 5, the following persons shall be elected to the Board: 
 [***] 

For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other
entity (collectively, a “Person”) shall be deemed an “Affiliate” of another 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 investment fund or registered investment company now or hereafter existing that is controlled by one or more general partners, managing members or investment
advisers of, or shares the same management company or investment adviser with, such Person. 
 1.3 Failure to Designate a Board
Member. In the absence of any designation from the Persons or groups with the right to designate a director as specified above, the director previously designated by them and then serving shall be reelected if still eligible and willing to serve
as provided herein and otherwise, such Board seat shall remain vacant. 
 1.4 Removal of Board Members. Each Stockholder also agrees
to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that: 

(a) no director elected pursuant to Subsections 1.2 or 1.3 of this Agreement may be removed from office other than for cause (as
determined by the Board) unless (i) such removal is directed or approved by the affirmative vote of the Person(s) entitled under Subsection 1.2 to designate that director; or (ii) the Person(s) originally entitled
to designate or approve such director or occupy such Board seat pursuant to Subsection 1.2 is no longer so entitled to designate or approve such director or occupy such Board seat; 

(b) any vacancies created by the resignation, removal or death of a director elected pursuant to Subsections 1.2 or 1.3 shall be
filled pursuant to the provisions of this Section 1; and 
 (c) upon the request of any party entitled to designate a director
as provided in Subsection 1.2(a) or 1.2(b) to remove such director, such director shall be removed. 
 All Stockholders agree to execute any
written consents required to perform the obligations of this Section 1, and the Company agrees at the request of any Person or group entitled to designate directors to call a special meeting of stockholders for the purpose
of electing directors. 
 1.5 No Liability for Election of Recommended Directors. No Stockholder, nor any Affiliate of any
Stockholder, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any Stockholder have any liability
as a result of voting for any such designee in accordance with the provisions of this Agreement. 

  
 2 













 1.6 No “Bad Actor” Designees. Each Person with
the right to designate or participate in the designation of a director as specified above hereby represents and warrants to the Company that, to such Person’s knowledge, none of the “bad actor” disqualifying events described in Rule
506(d)(1)(i)-(viii) under the Securities Act of 1933, as amended (the “Securities Act”) (each, a “Disqualification Event”), is applicable to such Person’s initial designee named above except, if applicable, for
a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. Any director designee to whom any Disqualification Event is applicable, except for a Disqualification Event to which Rule 506(d)(2)(ii) or
(iii) or (d)(3) is applicable, is hereinafter referred to as a “Disqualified Designee”. Each Person with the right to designate or participate in the designation of a director as specified above hereby covenants and agrees
(A) not to designate or participate in the designation of any director designee who, to such Person’s knowledge, is a Disqualified Designee and (B) that in the event such Person becomes aware that any individual
previously designated by any such Person is or has become a Disqualified Designee, such Person shall as promptly as practicable take such actions as are necessary to remove such Disqualified Designee from the Board and designate a replacement
designee who is not a Disqualified Designee. 
 2. Vote to Increase Authorized Common Stock. Each Stockholder agrees to vote or cause
to be voted all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to increase the number of authorized shares of Common Stock from time
to time to ensure that there will be sufficient shares of Common Stock available for conversion of all of the shares of Preferred Stock outstanding at any given time. 

3. Drag-Along Right. 
 3.1
Definitions. A “Sale of the Company” shall mean either: (a) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the Company shares
representing more than [***] of the outstanding voting power of the Company (a “Stock Sale”); or (b) a transaction that qualifies as a “Deemed Liquidation Event” as defined in the Restated Certificate.

 3.2 Actions to be Taken. In the event that at any time (i) the holders of at least [***] of the shares of Common Stock
then issued or issuable upon conversion of the shares of [***] (other than shares of Common Stock issued pursuant to the Special Mandatory Conversion provisions of the Restated Certificate) (the “Selling Investors”) and
(ii) the Board approve a Sale of the Company in writing, specifying that this Section 3 shall apply to such transaction, then, subject to satisfaction of each of the conditions set forth in Subsection 3.3
below, each Stockholder and the Company hereby agree: 
 (a) if such transaction requires stockholder approval, with respect to all Shares
that such Stockholder owns or over which such Stockholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of, and adopt, such Sale of the Company (together with any
related amendment or restatement to the Restated Certificate required to implement such Sale of the Company) and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to
consummate such Sale of the Company; 
 (b) if such transaction is a Stock Sale, to sell the same proportion of shares of capital stock of
the Company beneficially held by such Stockholder as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, except as permitted in Subsection 3.3 below, on the same terms and
conditions as the other stockholders of the Company; 

  
 3 













 (c) to execute and deliver all related documentation and take such other action in support
of the Sale of the Company as shall reasonably be requested by the Company or the Selling Investors in order to carry out the terms and provision of this Section 3, including, without limitation, executing and delivering instruments of
conveyance and transfer, and any purchase agreement, merger agreement, any associated indemnity agreement, or escrow agreement, any associated voting, support, or joinder agreement, consent, waiver, governmental filing, share certificates duly
endorsed for transfer (free and clear of impermissible liens, claims and encumbrances), and any similar or related documents; 
 (d) not to
deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Shares of the Company owned by such party or Affiliate in a voting trust or subject any Shares to any arrangement or agreement with respect to the
voting of such Shares, unless specifically requested to do so by the acquirer in connection with the Sale of the Company; 
 (e) to refrain
from (i) exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company, or (ii); asserting any claim or commencing any suit (x) challenging the Sale of
the Company or this Agreement, or (y) alleging a breach of any fiduciary duty of the Selling Investors or any affiliate or associate thereof (including, without limitation, aiding and abetting breach of fiduciary duty) in connection with
the evaluation, negotiation or entry into the Sale of the Company, or the consummation of the transactions contemplated thereby; 
 (f) if
the consideration to be paid in exchange for the Shares pursuant to this Section 3 includes any securities and due receipt thereof by any Stockholder would require under applicable law (x) the registration or qualification of
such securities or of any person as a broker or dealer or agent with respect to such securities; or (y) the provision to any Stockholder of any information other than such information as a prudent issuer would generally furnish in an offering
made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the Company may cause to be paid to any such Stockholder in lieu thereof,
against surrender of the Shares which would have otherwise been sold by such Stockholder, an amount in cash equal to the fair value (as determined in good faith by the Board) of the securities which such Stockholder would otherwise receive as of the
date of the issuance of such securities in exchange for the Shares; 
 (g) in the event that the Selling Investors, in connection with such
Sale of the Company, appoint a stockholder representative (the “Stockholder Representative”) with respect to matters affecting the Stockholders under the applicable definitive transaction agreements following consummation of
such Sale of the Company, (i) to consent to (A) the appointment of such Stockholder Representative, (B) the establishment of any applicable escrow, expense or similar fund in connection with any indemnification or
similar obligations, and (C) the payment of such Stockholder’s pro rata portion (from the applicable escrow or expense fund or otherwise) of any and all reasonable fees and expenses to such Stockholder Representative in connection
with such Stockholder Representative’s services and duties in connection with such Sale of the Company and its related service as the representative of the Stockholders, and (ii) not to assert any claim or commence any suit against
the Stockholder Representative or any other Stockholder with respect to any action or inaction taken or failed to be taken by the Stockholder Representative, within the scope of the Stockholder Representative’s authority, in connection with its
service as the Stockholder Representative, absent fraud, bad faith or willful misconduct; 
 provided, however that this
Section 3 shall not apply to the holders of [***] unless the holders of at least [***] of the shares of Common Stock then issued or issuable upon conversion of the shares of [***] so approve. 

  
 4 













 3.3 Conditions. Notwithstanding anything to the contrary set forth herein, a
Stockholder will not be required to comply with Subsection 3.2 above in connection with any proposed Sale of the Company (the “Proposed Sale”), unless: 

(a) any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and
warranties related to authority, ownership and the ability to convey title to such Shares, including, but not limited to, representations and warranties that (i) the Stockholder holds all right, title and interest in and to the Shares
such Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be
entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquirer and are enforceable (subject to customary limitations) against the Stockholder in accordance with their respective terms; and
(iv) neither the execution and delivery of documents to be entered into by the Stockholder in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the
terms of any agreement to which the Stockholder is a party, or any law or judgment, order or decree of any court or governmental agency that applies to the Stockholder; 

(b) such Stockholder is not required to agree (unless such Stockholder is a Company officer or employee) to any restrictive covenant in
connection with the Proposed Sale (including without limitation any covenant not to compete or covenant not to solicit customers, employees or suppliers of any party to the Proposed Sale); 

(c) such Stockholder and its affiliates are not required to amend, extend or terminate any contractual or other relationship with the Company,
the acquirer or their respective affiliates, except that the Stockholder may be required to agree to terminate the investment-related documents between or among such Stockholder, the Company and/or other stockholders of the Company; 

(d) the Stockholder is not liable for the breach of any representation, warranty or covenant made by any other Person in connection with the
Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any of identical
representations, warranties and covenants provided by all stockholders); 
 (e) liability shall be limited to such Stockholder’s
applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that
applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder, the
liability for which need not be limited as to such Stockholder; 
 (f) upon the consummation of the Proposed Sale (i) each
holder of each class or series of the capital stock of the Company will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock,
and if any holders of any capital stock of the Company are given a choice as to the form of consideration to be received as a result of the Proposed Sale, all holders of such capital stock will be given the same option, (ii) each holder of a
series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will
receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless waived pursuant to the terms of the Restated Certificate and as may be
required by law, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among 

  
 5 













 
the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common
Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Proposed Sale;
provided, however, that, notwithstanding the foregoing provisions of this Subsection 3.3(f), if the consideration to be paid in exchange for the Key Holder Shares or Investor Shares, as applicable, pursuant to this
Subsection 3.3(f) includes any securities and due receipt thereof by any Key Holder or Investor would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent
with respect to such securities; or (y) the provision to any Key Holder or Investor of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors”
as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Key Holder or Investor in lieu thereof, against surrender of the Key Holder Shares or Investor Shares, as applicable, which would have
otherwise been sold by such Key Holder or Investor, an amount in cash equal to the fair value (as determined in good faith by the Board) of the securities which such Key Holder or Investor would otherwise receive as of the date of the issuance of
such securities in exchange for the Key Holder Shares or Investor Shares, as applicable; 
 (g) subject to clause (g) above,
requiring the same form of consideration to be available to the holders of any single class or series of capital stock, if any holders of any capital stock of the Company are given an option as to the form and amount of consideration to be received
as a result of the Proposed Sale, all holders of such capital stock will be given the same option; provided, however, that nothing in this Subsection 3.3(g) shall entitle any holder to receive any form of consideration that such
holder would be ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Company’s stockholders. 

3.4 Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless (a) all
holders of Preferred Stock are allowed to participate in such transaction(s) and (b) the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s
Certificate of Incorporation in effect immediately prior to the Stock Sale (as if such transaction(s) were a Deemed Liquidation Event), unless the holders of at least the requisite percentage required to waive treatment of the transaction(s) as a
Deemed Liquidation Event pursuant to the terms of the Restated Certificate, elect to allocate the consideration differently by written notice given to the Company at least [***] prior to the effective date of any such transaction or series of
related transactions. 
 4. Remedies. 

4.1 Covenants of the Company. The Company agrees to use its best efforts, within the requirements of applicable law, to ensure that the
rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, without limitation, the use of the Company’s best efforts to cause the nomination and election of the directors
as provided in this Agreement. 
 4.2 Irrevocable Proxy and Power of Attorney. Each party to this Agreement (other than [***]) hereby
constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the President of the Company, and a designee of the Selling Investors, and each of them, with full power of substitution, with respect to the matters set
forth herein, including, without limitation, votes to increase authorized shares pursuant to Section 2 hereof and votes regarding any Sale of the Company pursuant to Section 3 hereof, and hereby
authorizes each of them to represent and vote, if and only if the party (a) fails to vote, or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of
Sections 2 and 3 of this Agreement, all of such party’s Shares in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and


  
 6 













 
provisions of this Agreement or the increase of authorized shares or approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Sections 2 and
3, respectively, of this Agreement or to take any action reasonably necessary to effect Sections 2 and 3, respectively, of this Agreement. The power of attorney granted hereunder shall authorize the President of the Company to
execute and deliver the documentation referred to in Section 3.2(c) on behalf of any party failing to do so within [***] of a request by the Company. Each of the proxy and power of attorney granted pursuant to this
Section 4.2 is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be
irrevocable unless and until this Agreement terminates or expires pursuant to Section 6 hereof. Each party hereto (other than [***]) hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall
not hereafter, unless and until this Agreement terminates or expires pursuant to Section 6 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or
enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to
any of the matters set forth herein. [***]. 
 4.3 Specific Enforcement. Each party acknowledges and agrees that each party hereto
will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Company and the
Stockholders shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject
matter jurisdiction. 
 4.4 Remedies Cumulative. All remedies, either under this Agreement or by law or otherwise afforded to any
party, shall be cumulative and not alternative. 
 5. “Bad Actor” Matters. 

5.1 Definitions. For purposes of this Agreement: 

(a) “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated
under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1). 
 (b) “Disqualified Designee” means
any director designee to whom any Disqualification Event is applicable, except for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. 

(c) “Disqualification Event” means a “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii)
promulgated under the Securities Act. 
 (d) “Rule 506(d) Related Party” means, with respect to any Person, any other
Person that is a beneficial owner of such first Person’s securities for purposes of Rule 506(d) under the Securities Act. 

  
 7 













 5.2 Representations. 

(a) Each Person with the right to designate or participate in the designation of a director pursuant to this Agreement hereby represents that
(i) such Person has exercised reasonable care to determine whether any Disqualification Event is applicable to such Person, any director designee designated by such Person pursuant to this Agreement or any of such Person’s Rule
506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable and (ii) no Disqualification Event is applicable to such Person, any Board member
designated by such Person pursuant to this Agreement or any of such Person’s Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable.
Notwithstanding anything to the contrary in this Agreement, each Investor makes no representation regarding any Person that may be deemed to be a beneficial owner of the Company’s voting equity securities held by such Investor solely by virtue
of that Person being or becoming a party to (x) this Agreement, as may be subsequently amended, or (y) any other contract or written agreement to which the Company and such Investor are parties regarding (1) the
voting power, which includes the power to vote or to direct the voting of, such security; and/or (2) the investment power, which includes the power to dispose, or to direct the disposition of, such security. 

(b) The Company hereby represents and warrants to the Investors that no Disqualification Event is applicable to the Company or, to the
Company’s knowledge, any Company Covered Person, except for a Disqualification Event as to which Rule 506(d)(2)(ii-iv) or (d)(3) is applicable. 

5.3 Covenants. Each Person with the right to designate or participate in the designation of a director pursuant to this Agreement
covenants and agrees (i) not to designate or participate in the designation of any director designee who, to such Person’s knowledge, is a Disqualified Designee, (ii) to exercise reasonable care to determine whether any
director designee designated by such person is a Disqualified Designee, (iii) that in the event such Person becomes aware that any individual previously designated by any such Person is or has become a Disqualified Designee, such Person shall
as promptly as practicable take such actions as are necessary to remove such Disqualified Designee from the Board and designate a replacement designee who is not a Disqualified Designee, and (iv) to notify the Company promptly in writing
in the event a Disqualification Event becomes applicable to such Person or any of its Rule 506(d) Related Parties, or, to such Person’s knowledge, to such Person’s initial designee named in Section 1,
except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. 
 6.
Term. This Agreement shall be effective as of the date hereof and shall continue in effect until and shall terminate upon the earliest to occur of (a) the consummation of the Company’s first underwritten public
offering of its Common Stock (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or an SEC Rule 145 transaction); (b) the
consummation of a Sale of the Company and distribution of proceeds to or escrow for the benefit of the Stockholders in accordance with the Restated Certificate, provided that the provisions of Section 3 hereof will
continue after the closing of any Sale of the Company to the extent necessary to enforce the provisions of Section 3 with respect to such Sale of the Company; and (c) termination of this Agreement in accordance
with Subsection 7.8 below. 
 7. Miscellaneous. 

7.1 Additional Parties. 

(a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock after the date
hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as
Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter be deemed an
Investor and Stockholder for all purposes under this Agreement. 

  
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 (b) In the event that after the date of this Agreement, the Company enters into an agreement
with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 7.1(a) above), following which such Person shall hold Shares constituting [***] or more of the then
outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then,
the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and
subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement. 

7.2 Transfers. Each transferee or assignee of any Shares subject to this Agreement shall continue to be subject to the terms hereof,
and, as a condition precedent to the Company’s recognition of such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement
substantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee shall be deemed to be a party hereto as if such transferee were the transferor and such
transferee’s signature appeared on the signature pages of this Agreement and shall be deemed to be an Investor and Stockholder, or Key Holder and Stockholder, as applicable. The Company shall not permit the transfer of the Shares subject to
this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Subsection 7.2. Each certificate instrument, or book entry representing the Shares
subject to this Agreement if issued on or after the date of this Agreement shall be notated by the Company with the legend set forth in Subsection 7.12. 

7.3 Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns 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 assigns any rights, remedies, obligations, or liabilities
under or by reason of this Agreement, except as expressly provided in this Agreement. 
 7.4 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. 

7.5 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. 

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

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

  
 9 













 
(d) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification
of receipt. All communications shall be sent to the respective parties at their address as set forth on Schedule A or Schedule B hereto, or to such email address, facsimile number or address as subsequently modified
by written notice given in accordance with this Subsection 7.7. If notice is given to the Company, a copy shall also be sent to [***] and if notice is given to Stockholders, a copy shall also be given to [***]. 

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

7.8 Consent Required to Amend, Modify, Terminate or Waive. This Agreement may be amended, modified or terminated (other than pursuant
to Section 6) and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Company; (b) the Key Holders holding
at least [***] Shares held by the Key Holders who are then providing services to the Company as officers, employees or consultants, provided, that such consent shall not be required if the Key Holders do not then own [***] Shares; and (c) the
holders of [***] shares of Common Stock issued or issuable upon conversion of the shares of [***] held by the Investors (other than shares of Common Stock issued pursuant to the Special Mandatory Conversion provisions of the Restated Certificate),
voting together as a single class. Notwithstanding the foregoing: 
 (a) this Agreement may not be amended, modified or terminated and the
observance of any term of this Agreement may not be waived with respect to any Investor or Key Holder without the written consent of such Investor or Key Holder unless such amendment, modification, termination or waiver applies to all Investors of
the same class or series, or Key Holders, as the case may be, in the same fashion; 
 [***] 

(f) the consent of the Key Holders shall not be required for any amendment, modification, termination or waiver if such amendment,
modification, termination, or waiver either (A) is not directly applicable to the rights of the Key Holders hereunder; or (B) does not adversely affect the rights of the Key Holders in a manner that is different than the effect on the
rights of the other parties hereto; 
 (g) Schedules A hereto may be amended by the Company from time to time in accordance with
Subsection 1.3 of the Purchase Agreement to add information regarding additional Purchasers (as defined in the Purchase Agreement) without the consent of the other parties hereto; 

(h) Subsection 3.3 may not be amended, modified or terminated and the observance of any term thereunder may not be waived with respect
to any Investor without the written consent of such Investor, if such amendment, modification, termination or waiver would adversely affect the rights of such Investor in a manner disproportionate to any adverse effect such amendment, modification,
termination or waiver would have on the rights of the other Investors under this Agreement; 

  
 10 













 (i) Subsection 4.2 and this Subsection 7.8(i) shall not be amended or waived
in a manner adverse to [***] without the prior written consent of [***]; and 
 (j) any provision hereof may be waived by the waiving party
on such party’s own behalf, without the consent of any other party. 
 The Company shall give prompt written notice of any amendment, modification,
termination, or waiver hereunder to any party that did not consent in writing thereto. Any amendment, modification, termination, or waiver effected in accordance with this Subsection 7.8 shall be binding on each party and all of such
party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, modification, termination or waiver. For purposes of this Subsection 7.8, the requirement of a
written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference
to the terms of this Agreement. 
 7.9 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 non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such
breach or default, or an acquiescence therein, or of or in 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 previously or thereafter occurring.
Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and
shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative. 

7.10 Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of
any other provision. 
 7.11 Entire Agreement. Upon effectiveness of this Agreement, the Prior Agreement shall be deemed to be
amended and restated and superseded and replaced in its entirety by this Agreement and shall be of no further force or effect. This Agreement (including the Exhibits hereto), and the Restated Certificate and the other Transaction Agreements (as
defined in the Purchase Agreement) constitute the full and entire understanding and agreement between 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. 
 7.12 Share Certificate Legend. Each certificate, instrument, or book entry representing
any Shares issued after the date hereof shall be notated by the Company with a legend reading substantially as follows: 
 “THE SHARES
REPRESENTED HEREBY ARE SUBJECT TO A VOTING AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL
BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT VOTING AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.” 

  
 11 













 The Company, by its execution of this Agreement, agrees that it will cause the certificates instruments, or
book entry evidencing the Shares issued after the date hereof to be notated with the legend required by this Subsection 7.12 of this Agreement, and it shall supply, free of charge, a copy of this Agreement to any holder of such Shares upon
written request from such holder to the Company at its principal office. The parties to this Agreement do hereby agree that the failure to cause the certificates, instruments, or book entry evidencing the Shares to be notated with the legend
required by this Subsection 7.12 herein and/or the failure of the Company to supply, free of charge, a copy of this Agreement as provided hereunder shall not affect the validity or enforcement of this Agreement. 

7.13 Stock Splits, Stock Dividends, etc. In the event of any issuance of Shares or the voting securities of the Company hereafter to
any of the Stockholders (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), such Shares shall become subject to this Agreement and shall be notated with the legend set
forth in Subsection 7.12. 
 7.14 Manner of Voting. The voting of Shares pursuant to this Agreement may be effected in person,
by proxy, by written consent or in any other manner permitted by applicable law. For the avoidance of doubt, voting of the Shares pursuant to the Agreement need not make explicit reference to the terms of this Agreement. 

7.15 Further Assurances. At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at
the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to carry out the intent of the parties hereunder. 

7.16 Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of the
State of Delaware and to the jurisdiction of the United States District Court for the District of Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit,
action or other proceeding arising out of or based upon this Agreement except in the state courts of the State of Delaware or the United States District Court for the District of Delaware, and (c) hereby waive, and agree not to assert, by way of
motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit,
action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. WAIVER OF JURY TRIAL: EACH PARTY
HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL¬ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL
OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS
REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. 

  
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 7.17 Costs of Enforcement. If any party to this Agreement seeks to enforce its rights
under this Agreement by legal proceedings, the non-prevailing party shall pay all costs and expenses incurred by the prevailing party, including, without limitation, all reasonable attorneys’ fees. 

7.18 Aggregation of Stock. All Shares held or acquired by a Stockholder and/or its 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. 

7.19 Spousal Consent. If any individual Stockholder is married on the date of this Agreement, such Stockholder’s spouse shall
execute and deliver to the Company a consent of spouse in the form of Exhibit B hereto (“Consent of Spouse”), effective on the date hereof. Notwithstanding the execution and delivery thereof, such consent shall not be deemed
to confer or convey to the spouse any rights in such Stockholder’s Shares that do not otherwise exist by operation of law or the agreement of the parties. If any individual Stockholder should marry or remarry subsequent to the date of this
Agreement, such Stockholder shall within thirty (30) days thereafter obtain his/her new spouse’s acknowledgement of and consent to the existence and binding effect of all restrictions contained in this Agreement by causing such spouse to
execute and deliver a Consent of Spouse acknowledging the restrictions and obligations contained in this Agreement and agreeing and consenting to the same. 

[Signature Page Follows] 

  
 13 













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

			
	VOR BIOPHARMA INC.
		
	By:	 	/s/ Robert Ang
	Name:	 	Robert Ang
	Title:	 	President and Chief Executive Officer


 SIGNATURE PAGE TO AMENED AND RESTATED VOTING AGREEMENT 












 IN WITNESS WHEREOF, the parties have executed this Amended and Restated Voting
Agreement as of the date first written above. 
 INVESTOR: 

[***]              

  
 SIGNATURE PAGE TO
AMENED AND RESTATED VOTING AGREEMENT 













 SCHEDULE A 

INVESTORS 
 [***] 












 SCHEDULE B 

KEY HOLDERS 
 [***] 












 EXHIBIT A 

ADOPTION AGREEMENT 
 THIS
ADOPTION AGREEMENT (“Adoption Agreement”) is executed on __________________, 20____, by the undersigned (the “Holder”) pursuant to the terms of that certain Amended and Restated Voting Agreement dated as of June 30,
2020 (the “Agreement”), by and among the Company and certain of its Stockholders, as such Agreement may be amended or amended and restated hereafter. Capitalized terms used but not defined in this Adoption Agreement shall have the
respective meanings ascribed to such terms in the Agreement. By the execution of this Adoption Agreement, the Holder agrees as follows. 

1.1 Acknowledgement. Holder acknowledges that Holder is acquiring certain shares of the capital stock of the Company (the
“Stock”)[ or options, warrants, or other rights to purchase such Stock (the “Options”)], for one of the following reasons (Check the correct box): 

 

	 	☐	 As a transferee of Shares from a party in such party’s capacity as an “Investor” bound by the
Agreement, and after such transfer, Holder shall be considered an “Investor” and a “Stockholder” for all purposes of the Agreement. 


  

	 	☐	 As a transferee of Shares from a party in such party’s capacity as a “Key Holder” bound by the
Agreement, and after such transfer, Holder shall be considered a “Key Holder” and a “Stockholder” for all purposes of the Agreement. 


  

	 	☐	 As a new Investor in accordance with Subsection 7.1(a) of the Agreement, in which case Holder will be an
“Investor” and a “Stockholder” for all purposes of the Agreement. 


  

	 	☐	 In accordance with Subsection 7.1(b) of the Agreement, as a new party who is not a new Investor, in
which case Holder will be a “Stockholder” for all purposes of the Agreement. 


 1.2 Agreement. Holder
hereby (a) agrees that the Stock [Options], and any other shares of capital stock or securities required by the Agreement to be bound thereby, shall be bound by and subject to the terms of the Agreement and (b) adopts the Agreement with
the same force and effect as if Holder were originally a party thereto. 
 1.3 Notice. Any notice required or permitted by the
Agreement shall be given to Holder at the address or facsimile number listed below Holder’s signature hereto. 
  

									
		 		 	 ACCEPTED AND AGREED:

			
	HOLDER:	 		 	 VOR BIOPHARMA INC.

					
	By:	 	                                      
                                         
             	 		 	By:	 	                                      
                                         
               
	Name and Title of Signatory	 		 		 	
				
	Address:                                   
                                         
            	 		 	Title:	 	                                      
                                         
               
				
	                                    
                                         
                         	 		 		 	
				
	Facsimile Number:
                                         
                             	 		 		 	













 EXHIBIT B 

CONSENT OF SPOUSE 
 I,
[_______________], spouse of [_______________], acknowledge that I have read the Amended and Restated Voting Agreement, dated as of June 30, 2020, to which this Consent is attached as Exhibit B (the “Agreement”), and
that I know the contents of the Agreement. I am aware that the Agreement contains provisions regarding the voting and transfer of shares of capital stock of the Company that my spouse may own, including any interest I might have therein. 

I hereby agree that my interest, if any, in any shares of capital stock of the Company subject to the Agreement shall be irrevocably bound by
the Agreement and further understand and agree that any community property interest I may have in such shares of capital stock of the Company shall be similarly bound by the Agreement. 

I am aware that the legal, financial and related matters contained in the Agreement are complex and that I am free to seek independent
professional guidance or counsel with respect to this Consent. I have either sought such guidance or counsel or determined after reviewing the Agreement carefully that I will waive such right. 

 

							
	Dated:	 	 	  		  	 
		 		  		  	[Name of Key Holder’s Spouse]